TRISTAR WELLNESS SOLUTIONS, INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - TRISTAR WELLNESS SOLUTIONS, INC.	Financial_Report.xls
EX-31.1 - CERTIFICATION - TRISTAR WELLNESS SOLUTIONS, INC.	twsi_ex311.htm
EX-31.2 - CERTIFICATION - TRISTAR WELLNESS SOLUTIONS, INC.	twsi_ex312.htm
EX-32.1 - CERTIFICATION - TRISTAR WELLNESS SOLUTIONS, INC.	twsi_ex321.htm
EX-32.2 - CERTIFICATION - TRISTAR WELLNESS SOLUTIONS, INC.	twsi_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-29981

TRISTAR WELLNESS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		91-2027724
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10 Saugatuck Ave. Westport CT		06880
(Address of principal executive offices)		(Zip Code)

(203) 226-4449

Registrant’s telephone number, including area code

(Former address, if changed since last report)

(Former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 18, 2013, there were 21,347,268 shares of common stock, $0.001 par value, issued and outstanding.

TRISTAR WELLNESS SOLUTIONS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1	Financial Statements	3

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	37

ITEM 4	Controls and Procedures	37

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	39

ITEM 1A	Risk Factors	39

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	39

ITEM 3	Defaults Upon Senior Securities	40

ITEM 4	Mine Safety Disclosures	40

ITEM 5	Other Information	40

ITEM 6	Exhibits	40

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (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 and Results of Operations.” 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.

ITEM 1 Consolidated financial statements

The unaudited condensed consolidated interim financial statements of registrant for the three months and nine months ended September 30, 2013 and 2012 are below. The unaudited condensed consolidated interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(dollars in thousands)

	September 30,			December 31,
	2013			2012
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	315		$	11
Accounts receivables, net		811			-
Prepaid expenses and other		125			-
Current assets held for sale		1,500			-
Inventories, net		1,166			12
Total current assets		3,917			23
Non-current assets
Property and equipment, net		1,217			1
Intangible assets, net		812			-
Other non-current assets		40			-
Total non-current assets		2,069			1
TOTAL ASSETS	$	5,986		$	24

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,195		$	33
Accounts payable and accrued expenses due to related parties		1,716			285
Current liabilities related to assets held for sale		1,500			-
Short-term notes (net of debt discount $9 and $0 as of September 30, 2013 and December 31, 2012, respectively)		490			50
Short-term notes - related party (net of debt discount $374 and $0 as of September 30, 2013 and December 31, 2012, respectively)		3,542			525
Convertible notes		360			-
Deferred revenue		226			-
Total current liabilities		9,029			893
Non-current Liabilities
Deferred revenue, net of current portion		105			-
Total non-current liabilities		105			-
TOTAL LIABILITIES		9,134			893

STOCKHOLDERS' DEFICIT
Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 5,621,667 and 6,120,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively		6			6
Common stock; $0.0001 par value; 50,000,000 shares authorized; 21,347,268 and 41,032 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively		2			-
Additional paid-in capital		13,289			8,939
Other Comprehensive loss		(84	)		-
Accumulated deficit		(16,361	)		(9,814	)
TOTAL STOCKHOLDERS' DEFICIT		(3,148	)		(869	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,986		$	24

See accompanying unaudited notes to the condensed consolidated interim financial statements

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (unaudited)

(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Sales revenue	$	1,281		$	3		$	2,574		$	4
Cost of Goods Sold		1,074			25			2,030			26
Gross profit		207			(22	)		544			(22	)

Continuing operations
Operating expenses:
General and administrative		1,069			216			3,260			379
Research and development		618			-			1,934			-
Amortization on intangible assets		33			-			33			-
Impairment of intangible assets		-			125			2			125
Total operating expenses		1,720			341			5,229			504
								-
Loss from operations		(1,513	)		(363	)		(4,685	)		(526	)
								-
Other Income and (expenses)								-
Interest income and (expense)		(1,238	)		-			(1,897	)		-
Gain on sale of assets and liabilities		2			1,896			2			1,896
Finance cost		-			-			-			(22	)
Other		73			-			33			-
Total other income and (expenses)		(1,163	)		1,896			(1,862	)		1,874
								-
Loss for the period from continuing operations		(2,676	)		1,533			(6,547	)		1,348
Loss for the period from discontinued operations		-			-			-			(8	)
								-
Net (loss) income		(2,676	)		1,533			(6,547	)		1,340

Other comprehensive income (loss)
Foreign currency translation		(83	)		-			(84	)		-
								-
Total comprehensive income (loss)	$	(2,759	)	$	1,533		$	(6,631	)	$	1,340

Continuing operations
Basic earnings/(loss) per share	$	(0.11	)	$	0.04		$	(0.20	)	$	0.03
Diluted earnings/(loss) per share	$	(0.11	)	$	0.01		$	(0.20	)	$	0.02

Discontinued operations
Basic earnings/(loss) per share	$	-		$	-		$	-		$	(0.00	)
Diluted earnings/(loss) per share	$	-		$	-		$	-		$	(0.00	)

Basic weighted average common shares outstanding		25,148,355			41,032,849			33,532,893			41,032,849
Diluted weighted average common shares outstanding		25,148,355			128,639,371			33,532,893			76,886,695

See accompanying unaudited notes to the condensed consolidated interim financial statements

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities
Incom (loss) for the period from continuing operations	$	(6,547	)	$	1,348
Loss for the period from discontinued operations		-			(8	)
Adjustments to reconcile net profit/loss to net cash provided by operating activities:
Depreciation expenses		72			-
Amortization of debt discount		1,561			-
Write-down/gain on sale on assets and liabilities		-			(1,895	)
Issuance of warrants for research and development		921			-
Issuance of warrants for services		688			-
Intangible asset amortization		33			-
Intangible asset impairment		2			125
Imputed interest on note payable		23			-
Interest expenses accrual		-			22
Expense paid for by related parties		-			58
Changes in working capital:
Accounts receivables		(158	)		(4	)
Inventory		256			-
Prepaid expenses		31			-
Accounts payable and accruals		352			154
Other non-current assets		(17	)		(7	)
Deferred revenue		(95	)		-
Accounts payable and accrued expenses - related party		1,431			-
Net cash used in operating activities from continuing operations		(1,446	)		(207	)
Net cash provided by operating activities from discontinued operations		-			9

Cash flow from investing activities:
Acquisition of Hemcon		(3,139	)		-
Net cash used in investing activities		(3,139	)		-

Cash flow from financing activities:
Proceeds from issuance of short-term notes		536			-
Proceeds from issuance of short-term notes - related party		3,810			-
Proceeds from issuance of convertible notes - related party		50			-
Proceeds from issuance of common stock		327			-
Proceeds from issuance of series D convertible preferred stock		250			209
Net cash generated from financing activities from continuing operations		4,973			209

Cumulative translation adjustment		(84	)		(1	)
Net change in cash		304			10

Cash and cash equivalent, beginning		11			-
Cash and cash equivalent, ending	$	315		$	10

Supplemental disclosure
Interest Paid	$	14		$	-
Income taxes paid		-			-

Supplemental schedule of non-cash activities
Conversion of notes payable to preferred stock		225			-
Acquisition of NorthStar Consumer Products for preferred stock		2			-
Debt discount on promissory note		1,876			-
Conversion of preferred stock to common stock		2			-
Conversion of common stock to preferred stock		2			-
Issuance of common stock in exchange for convertible notes and accrued interest		40			-

See accompanying unaudited notes to the condensed consolidated interim financial statements

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

1. Basis of Presentation

The Company

Corporate History

Tristar Wellness Solutions, Inc. (“the Company”) was incorporated on August 28, 2000 in the state of Nevada under the name “Quadric Acquisitions”. Following our incorporation the Company was not actively engaged in any business activities. On April 25, 2001, the Company was acquired by Zkid Network Company and changed its name to ZKid Network Co. As a result, the Company became engaged in the business of providing media content for children through the use of our proprietary software.

On May 8, 2006, the Company closed a share exchange agreement with Star Metro Group Limited, which became a wholly-owned subsidiary. As a result of the share exchange agreement, the Company became engaged in the development, production and sale of a line of biodegradable, single use, food and beverage containers. On March 20, 2006, the Company changed its name from ZKid Network Co. to Eatware Corporation.

On November 27, 2006, the Company changed its name from “Eatware Corporation” to “Star Metro Corp.” On February 26, 2007, the Company changed the name from “Star Metro Corp.” to “Biopack Environmental Solutions Inc.” This name change was effected by merging Biopack Environmental Solutions Inc., a newly incorporated and wholly-owned subsidiary that was created for this purpose, into the Company, with the Company carrying on as the surviving corporation under the name “Biopack Environmental Solutions Inc.”.

In April 2012, the Company changed its name from “Biopack Environmental Solutions, Inc.” to “Tristar Wellness Solutions, Inc.” This name changes was effected by the agreement between the holders of our preferred stock, which account for the voting control of the company with Rockland Group, LLC (“Rockland”), under which Rockland purchased shares of TriStar Wellness Solutions, Inc. These shares represent approximately 63% of our outstanding votes on all matters brought before the holders of our common stock for approval and, therefore, represented a change of control.

Effective January 2013 all shares of the Company's common stock issued and outstanding were combined and reclassified on a one-for-one thousand basis. The effect of this reverse stock split has been retroactively applied to all periods presented.

On May 6, 2013, the Company closed the acquisition of HemCon Medical Technologies Inc., an Oregon corporation (“HemCon”), pursuant to the terms of an Agreement for Purchase and Sale of Stock entered into by and between us and HemCon (the “Agreement”). The Agreement was entered into as part of HemCon’s Fifth Amended Plan of Reorganization in its bankruptcy proceeding (United States Bankruptcy Court, District of Oregon, Case No. 12-32652-elp11) and was approved by the Court as part of HemCon’s approved Plan of Reorganization. Under the Agreement, the Company purchased 100 shares of HemCon’s common stock, representing 100% of HemCon’s then-outstanding voting securities, in exchange for $3.1 million in cash (the “Purchase Price”). The Purchase Price was paid to the Court and the Trustee of the bankruptcy proceeding to be distributed to HemCon’s creditors in accordance with the Plan of Reorganization.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Prior to closing the acquisition of HemCon the Company borrowed money from several different parties, primarily the following:

A Promissory Note with DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $2,950. The note has an interest rate of 1.5% per month and is due on or before November 6, 2013. Additionally, a loan fee of 2% of the principal amount is due and payable by us to lender on or before the maturity date. In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 1,770,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

A Promissory Note with the Lawrence K. Ingber Trust, dated June 14, 1980, as amended and restated March 6, 2006, in the principal amount of $100. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, we issued the Lawrence K. Ingber Trust warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

A Promissory Note with James Linderman, the father of one of our officers and directors, in the principal amount of $100. The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013. In connection with this promissory note, we issued Mr. James Linderman warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

A Promissory Note with James Barickman, one of our officers and directors, in the principal amount of $50. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, we issued Mr. James Barickman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

A Promissory Note with John Linderman, one of our officers and directors, in the principal amount of $50. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, we issued Mr. John Linderman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

A Loan Agreement with an unaffiliated third party for a loan of up to $750 payable in two tranches, $400 was paid in connection with the closing of the acquisition of HemCon, and $350,000 payable within 20 days after the closing of the acquisition of HemCon. The loan has an interest rate of 10% per annum and is due on or before November 6, 2013.

The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All normal recurring adjustments which are necessary for the fair presentation of the results for the interim periods are reflected herein. Operating results for the three and nine month periods ended September 30, 2013 and 2012 are not necessarily indicative of results to be expected for a full year.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

2. Summary of Significant Accounting Policies

Accounts Receivable

The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due and the customer's current ability to pay its obligation to the Company. The Company writes off accounts receivable when they become uncollectible. Accounts receivable are net of an allowance for doubtful accounts of $1 and $0, at September 30, 2013 and December 31, 2012, respectively.

Revenue Recognition

Product Sales Revenue

The Company recognizes product sales revenue when there is persuasive evidence of an arrangement, prices are fixed and determinable, the product is shipped or delivered, title and risk of loss have passed to the customer, and collection is reasonably assured. Certain of its product sales are made to distributors. The Company's distributor arrangements do not provide distributors with product return rights or pricing adjustments. The Company recognizes product sales to distributors on a sell-in basis, when the product is delivered. Under the terms of its distributor arrangements, substantially all of its product sales are delivered by the Company to the end customer.

Deferred Revenue

The Company defers nonrefundable up-front payments received from distributors. These fees are recognized on a straight-line basis over the contractual term of the related contract.

Inventories

Inventories are stated at the lower of standard cost (which approximates average cost) or market.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method for financial reporting purposes based on the estimated useful lives of the various assets ranging from three to ten years. Maintenance and repair costs are charged to current earnings. Upon disposal of assets, the costs of assets and the related accumulated depreciation are removed from the accounts. Gains or losses are reflected in current earnings.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Intangible assets

Intangible assets consist of patents, customer lists, non-compete arrangements and a trade name. Patents, customer lists, non-compete arrangements and a trade name acquired in business combinations under the purchase method of accounting are recorded at fair value net of accumulated amortization since the acquisition date. Amortization is calculated using the straight line method over the estimated useful lives at the following annual rates:

	Useful Lives
Patents		12
Customer lists		13
Non-compete arrangements		4
Trade name		20

The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of finite-lived intangible asset may not be recoverable. Recoverability of a finite-lived intangible asset is measured by a comparison of its carrying amount to the undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined based on discounted cash flows.

Goodwill

The Company accounts for goodwill and other intangible assets under ASC 350 “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 eliminates the amortization of goodwill and certain other intangible assets and requires an evaluation of impairment by assessing qualitative factors, and if necessary, applying a fair-value based test. The goodwill impairment test requires qualitative analysis to determine whether is it more likely than not that the fair value of a reporting unit is less than the carrying amount, including goodwill. An indication of impairment through analysis of these qualitative factors initiates a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company’s reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of the Company’s reporting units which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Company’s “implied fair value” requires the Company to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value.

The Company performs its annual goodwill impairment testing in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company, estimation of equipment use, the useful life over which cash flows will occur, and determination of cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Assets and Liabilities Held for Sales

On February 6, 2013, HemCon concluded an asset sale with Bard Access Systems for its GuardIVa™ product plus associated intellectual property and trademark for $4,500 following on from a license and supply agreement in October 2012 for $500. GuardIVa™ has been classified as a discontinued operation in the Consolidated Statement of Operations. This sale and the proceeds which were realized facilitated the Company in emerging from Chapter 11 Bankruptcy. An amount of $1.5 million remains outstanding as deferred consideration which is payable on achieving certain regulatory requirements. This deferred consideration will be paid to the Secured Creditors on receipt of same. GuardIVa™ is a hydrophilic foam based IV site dressing for use at Catheter insertion sites. The dressing incorporates HemCon micro dispersed oxidized cellulose technology an active hemostatic ingredient along with CHG a generic antibacterial agent.

Accumulated Other Comprehensive Income

Comprehensive income is defined as the change in equity of a company during the period resulting from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. The primary difference between net income and comprehensive income for HemCon results from foreign currency translation adjustments. Accumulated other comprehensive loss was $84 for the period ended September 30, 2013 and $0 at December 31, 2012. The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are translated at average rates of exchange during the period. The net gains and losses resulting from foreign currency transactions are recorded in the consolidated statements of operations in the period incurred and were $83 and $84 during the three months and nine months ended September 30, 2013, respectively and $0 during the three months and nine months ended September 30, 2012.

Concentration of Source of Materials

The Company uses a raw material that must meet specific quality standards in its production process, which is currently purchased from one vendor. The Company mitigates the risk to its production process through purchasing quantities sufficient to meet its production needs in the near term and by having identified alternative sources of supply of an equivalent standard should they become necessary.

Recently Issued Pronouncements

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that there are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on the Company’s financial position, results of operations or cash flows.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

3. Liquidity and Going Concern

The Company's unaudited condensed consolidated interim financial statements are prepared using accounting principles generally accepted in the United States of America (GAAP) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of September 30, 2013, the Company had an accumulated deficit of $16.4 million, and had incurred a net loss for the nine months ended September 30, 2013 of $6.5 million and had negative working capital of $5.1 million. Funding has been provided by related parties as well as new investors committed to make it possible to maintain, expand, and ensure the advancement of the TriStar Wellness products.

The consolidated financial statements for the fiscal year ended December 31, 2012 states that because the Company has suffered recurring operating losses from operations, there is substantial doubt about the Company’s ability to continue as a going concern. A “going concern” opinion indicates that the consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

4. Inventories

Inventories consist of the following at September 30, 2013 and December 31, 2012 (in thousands):

	September 30, 2013		December 30, 2012
Raw materials	$	382	$	-
Work in Progress		172		-
Finished Goods		612		12
	$	1,166	$	12

Reserve for obsolescence was immaterial for nine months ended September 30, 2013 and December 31, 2012.

5. Property and Equipment

Property and equipment consist of the following at September 30, 2013 and December 31, 2012 (in thousands).

	Estimates Useful Life (Years)		September 30, 2013		December 31, 2012
Manufacturing Equipment		7-10	$	707	$	-
Leasehold Improvements		7		522		-
Office Furniture and Equipment		3-7		11		-
Computer Equipment and Software		1-5		43		1
Construction in Progress				6		-
				1,289		1
Less: Accumulated Depreciation, amortization and impairments				72		-
			$	1,217	$	1

Depreciation expense was approximately $46 and $72 for the three and nine months ended September 30, 2013, respectively and $0 for the three and nine months ended September 30, 2012, respectively.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

6. Business Combinations

NorthStar Consumer Products, LLC

In February, 2013, the Company closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which the Company exercised an option to purchase a brand of skincare and other products specifically targeted for pregnant women (the Beaute de Maman product line), in addition to an over-the-counter itch suppression formula (together, the “Business”). Previously, the Company entered into to that certain License and Asset Purchase Option Agreement dated June 25, 2012 with NCP (the “License Agreement”), under with the Company licensed the Business from NCP and had the option to purchase the Business from NCP upon certain conditions being satisfied. As set forth in the Asset Purchase Agreement those conditions were either satisfied or renegotiated to the satisfaction of the parties and the Company exercised an option, and purchased, the Business from NCP. As consideration for the purchase of the Business the Company agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of Series D Convertible Preferred Stock. The fair value of the consideration given and assets received was $2 and such fair value was immediately impaired during the first quarter of 2013. There was no acquired assets other than intangible assets and therefore no purchase price is being presented. The fair values for acquired intangible assets of NCP were determined by the Company using a valuation performed by an independent valuation specialist.

HemCon

On May 6, 2013, the Company closed the acquisition of HemCon, an Oregon corporation (“HemCon”), pursuant to the terms of an Agreement for Purchase and Sale of Stock entered into by and between us and HemCon (the “Agreement”). The Agreement was entered into as part of HemCon’s Fifth Amended Plan of Reorganization in its bankruptcy proceeding (United States Bankruptcy Court, District of Oregon, Case No. 12-32652-elp11) and was approved by the Court as part of HemCon’s approved Plan of Reorganization. Under the Agreement, the Company purchased 100 shares of HemCon’s common stock, representing 100% of HemCon’s then-outstanding voting securities, in exchange for approximately $3.1 million (the “Purchase Price”). The Purchase Price was paid to the Court and the Trustee of the bankruptcy proceeding to be distributed to HemCon’s creditors in accordance with the Plan of Reorganization.

The acquisition has been accounted for under the acquisition method of accounting, and the Company valued all assets and liabilities acquired at their estimated fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition. The operating results for HemCon have been included in the Company's consolidated financial statements since the acquisition date.

The purchase price allocation is based on estimates of fair value as follows (in thousands):

Accounts receivables	$	653
Current assets held for sale		1,500
Inventory		1,410
Other current assets		23
Prepaid expenses		156
Fixed assets		1,288
Accounts payable and accrued expenses		(810	)
Current liabilities related to assets held for sale		(1,500	)
Deferred revenue		(426	)
Patents		310
Customer list		174
Trade name		236
Non-compete agreement		125
Total acquisition cost allocated	$	3,139

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method.

The useful lives of the acquired intangibles are as follows:

	Useful Lives
Patents		12
Customer lists		13
Non-compete arrangements		4
Trade name		20

During the first nine months of 2013, the Company incurred $100 of acquisition costs, all of which were expensed in operations during the second quarter of 2013

The following unaudited pro forma financial information presents results as if the acquisition of HemCon had occurred on January 1, 2013 and January 1, 2012 (in thousands):

	Three Months Ended September 30,
(Unaudited)	2013			2012

Total revenue	$	1,281		$	2,034
Net loss	$	(2,676	)	$	(728	)

	Nine months Ended September 30 ,
(Unaudited)	2013			2012

Total revenue	$	4,214		$	4,788
Net loss	$	(7,354	)	$	(4,478	)

For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended September 30, 2013 and September 30, 2012 include the elimination of acquisition-related charges of $100 and additional interest expense.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

7. Loans Payable (in thousands):

	September 30,		December 31,
	2013		2012
Short-term notes (net of debt discount $9 and $0 as of September 30, 2013 and December 31, 2012, respectively)	$	490	$	50
Short-term notes - related party (net of debt discount $374 and $0 as of September 30, 2013 and December 31, 2012, respectively)		3,542		525
	$	4,032	$	575


	September 30,		December 31,
	2013		2012
Convertible notes	$	360		-
		360	$	-

Promissory Notes

During July 2012, The Company retained short term loans on demand of $400 to a related party (Sue Alter) as a result of the sale of the Company’s BPAC Subsidiaries. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share.

During the fourth quarter of 2012, the Company issued convertible demand notes to a related party for $125 which is convertible into 33,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 33,333 shares of Series D Convertible Preferred Stock.

During the fourth quarter of 2012, the Company issued convertible demand notes to a third party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.

During the first quarter of 2013, the Company issued convertible demand notes to a related party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.

During the first quarter of 2013, Sue Alter, a related party, sold her convertible notes with accrued interest with a principal balance of $400 to three separate non-related parties. The aggregated purchase price amounted to $176. Subsequent to this sale, the new holders partially converted their notes payable, in accordance with the original terms of the notes, with a principal amount of $32 into 4,029,200 common shares.

The Company recorded imputed interest on convertible debentures and interest expense of $7 and $23 for the three and nine months ended September 30, 2013, respectively, based upon a market interest rate of 8% and accrued interest based on the stated rate of 0.5%.

During the second quarter of 2013, a third party partially converted their notes payable, in accordance with the original terms of the notes, with a principal amount of $8 into 1,000,000 common shares.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

During the second quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $2,950. The note has an interest rate of 1.5% per month and is due on or before November 6, 2013. In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 1,770,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.

During the second quarter of 2013, the Company issued a promissory note with Mr. Frederick A. Voight, the chief investment officer and director, in the principal amount of $15. The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013. In connection with this promissory note, we issued Mr. Frederick A. Voight warrants to purchase 9,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

During the second quarter of 2013, the Company issued a promissory note with James Linderman, the father of one of our officers and directors, in the principal amount of $100. The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013. In connection with this promissory note, we issued Mr. James Linderman warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

During the second quarter of 2013, the Company issued a promissory note with James Barickman, one of our officers and directors, in the principal amount of $50. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, we issued Mr. James Barickman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

During the second quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $50. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, we issued Mr. John Linderman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

During the second quarter of 2013, the Company issued a promissory note with Lawrence Ingber, an unaffiliated third party, in the principal amount of $100. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, the Company issued to the holder warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

During the second quarter of 2013, the Company issued a promissory note with Harry Pond, an unaffiliated third party, in the principal amount of $36. The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013. In connection with this promissory note, the Company issued to the holder warrants to purchase 21,600 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.

During the second quarter of 2013, the Company entered into a Loan Agreement with Combat Medical Systems, an unaffiliated third party for a loan of up to $400, payable in two tranches, $400 was paid in connection with the closing of the acquisition of HemCon, and $350 payable in the future subject to contingencies. The loan has an interest rate of 10% per annum and is due on or before November 6, 2013.

During the second quarter of 2013, the Company recorded 2% loan fees in aggregate for approximately $60 in connection with the promissory notes issued in May 2013. In connection with note issuances during the second quarter of 2013, the Company recorded a $1,726 discount at issuance and recorded debt discount amortization of $1,437 during the nine months ended September 30, 2013. Of the $1,726 discount recorded at issuance the portion relating to the detachable warrants of $1,666 was credited to additional paid in capital and the $60 loan fee described above was credited to the loan principal.

During the third quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $175. The note has an interest rate of 0.22% per annum, simple interest, and is due on or before October 18, 2013. No warrants were issued in connection with the promissory note.

During the third quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $470. The note has an interest rate of 1.5% per month and is due on or before November 6, 2013. In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 282,000 shares of our common stock at an exercise price $2.69 per share, which was the fair market value of our common stock on the date of issuance. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A.

During the third quarter of 2013, the Company recorded 2% loan fees in aggregate for approximately of $10 in connection with the promissory notes issued in August 2013. In connection with note issuances during the third quarter of 2013, the Company recorded a $220 discount at issuance and recorded debt discount amortization of $125 during the three months ended September 30, 2013. Of the $220 discount recorded at the issuance the portion relating to the detachable warrants of $210 was credited to additional paid in capital and the $10 loan fee described above was credited to the loan principal.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

8. Stockholders’ Equity

Common Stock, Preferred Stock and Note Conversions

All note conversions were within the original conversion terms and therefore no gain or loss was recorded on these conversions.

In January 2013, the Company received a notice of conversion from Sue E. Alter, notifying the Company that she wished to convert $33.60 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated April 27, 2012 into 4,200 shares of our common stock. The shares were issued to Ms. Alter, without a restrictive legend.

In January 2013, the Company received a notice of conversion from a noteholder, notifying the Company that he wished to convert $33.60 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated January 28, 2013 into 4,200 shares of common stock. The shares were issued to Mr. Kent C Chisman on or about January 31, 2013, without a restrictive legend.

In February 2013, the Company received a notice of conversion from a noteholder, notifying the Company that he wished to convert $166.40 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated January 28, 2013 into 20,800 shares of common stock. The shares were issued to Mr. Kent C Chisman on or about February 14, 2013, without a restrictive legend.

In February 2013, the Company received a notice of conversion from a noteholder, notifying the Company that they wished to convert $32 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated February 21, 2013 into 4,000,000 shares of common stock. The shares were issued to a third party on or about March 4, 2013, without a restrictive legend.

In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of our largest shareholders and an entity controlled by Mr. Harry Pond, one of our former officers and former sole director, notifying the Company that Rockland Group, LLC wished to convert 215,000 shares of Series A Convertible Preferred Stock into 1,075,000 shares of common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.

In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of the largest shareholders and an entity controlled by Mr. Harry Pond, one of the Company’s former officers and former sole director, notifying us that Rockland Group, LLC wished to convert 710,000 shares of Series C Convertible Preferred Stock into 3,550,000 shares of our common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.

In February 2013, the Company received a notice of conversion from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to convert 400,000 shares of Series D Preferred Stock into 10,000,000 shares of common stock. These shares were issued to Rivercoach Partner, LP, with a restrictive legend.

In February 2013, the Company received a notice of conversion from Highpeak, LLC, one of the largest shareholders and an entity controlled by Mr. Michael S. Wax, notifying the Company that Highpeak, LLC wished to convert 780,000 shares of Series D Preferred Stock into 19,500,000 shares of our common stock. These shares were issued to Highpeak, LLC, with a restrictive legend.

In February 2013, the Company received a notice of conversion from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying us that NorthStar Consumer Products, LLC wished to convert 250,000 shares of Series D Preferred Stock into 6,250,000 shares of our common stock. These shares were issued to NorthStar Consumer Products, LLC, with a restrictive legend.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

In February 2013 the Company issued 26,667 shares of Series D Convertible Preferred Stock to Rockland Group, LLC in exchange for $100 in cash.

In March 2013 the Company issued 40,000 shares of Series D Convertible Preferred Stock to two third parties in exchange for $150 in cash.

During the second quarter of 2013, the Company issued for cash, 295,000 shares of common stock for approximately $227 in cash.

During the third quarter of 2013, the Company issued for cash, 100,000 shares of common stock for $100 in cash.

In July 2013, the Company received a notice of Irrevocable Stock Power from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying the Company that NorthStar Consumer Products, LLC wished to cancel 2,500,000 shares of Common Stock in exchange for 100,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.

In July 2013, the Company received a notice of Irrevocable Stock from M&K Family Limited Partnership, one of the largest shareholders, notifying the Company that M&K Family Limited Partnership wished to cancel 15,750,000 shares of Common Stock in exchange for 630,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.

In July 2013, the Company received a notice of Irrevocable Stock Power from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to cancel 6,250,000 shares of Common Stock in exchange for 250,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Detachable Warrants

During the second quarter of 2013, the Company issued Promissory Notes containing 1,950,600 detachable Warrants. The detachable Warrants were valued at approximately $1.77 per warrant using the Black-Scholes model at June 30, 2013. The relative fair value of the detachable Warrants compared to the debt of approximately $1,666 was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.48% - 0.77%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A. The debt discount related to the warrants are being amortized over a nine month period (through maturity) on a straight-line basis.

During the third quarter of 2013, the Company issued Promissory Notes containing 282,000 detachable Warrants. The detachable Warrants were valued at approximately $1.19 per warrant using the Black-Scholes model at September 30, 2013. The relative fair value of the detachable Warrants compared to the debt of approximately $210 million was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A. The debt discount related to the warrants are being amortized over a nine month period (through maturity) on a straight-line basis.

Warrants for Services

During the first quarter of 2013, the Company issued 375,000 fully vested warrants to consultants with exercise prices of $0.45 and with a five year terms. Each warrant is exercisable into one share of common stock. The fully vested warrants were valued at the closing price of the Company’s common stock on the date issued and amounted to approximately $688. The fair value of the 375,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: approximate risk free interest rate - 0.86%, volatility - 85%, expected term - 5 years, expected dividend - N/A.

Warrants for Research and Development

In February 2013, the Company entered into an Asset Purchase Agreement (the “HLBCDC Asset Purchase Agreement”) with HLBC Distribution Company, Inc. (“HLBCDC”), under which the Company exercised an option to purchase the Soft & Smooth Assets held by HLBCDC. The Soft & Smooth Assets include all rights, interests and legal claims to that certain inventions entitled “Delivery Devise with Invertible Diaphragm” as further defined in the Marketing Agreement (the “Soft and Smooth Assets”). Previously, we entered into a Marketing and Development Services Agreement (the “Marketing Agreement”) with InterCore Energy, Inc., a Delaware corporation (“ICOR”), under which the Company was retained to market and develop the Soft and Smooth Assets and were granted the exclusive option, in the Company’s sole discretion, to purchase the Soft & Smooth Assets from ICOR. Subsequently, ICOR sold the Soft and Smooth Assets to HLBCDC, transferring the rights to purchase the Soft and Smooth Assets from ICOR to HLBCDC. In exchange for the Soft and Smooth Assets the Company agreed to issue to HLBCDC warrants enabling HLBCDC to purchase One Hundred Fifty Thousand (150,000) shares of common stock at One Dollar ($1) per share, with a four (4) year expiration period. The warrants were valued at the closing price of the Company’s common stock on the date granted and amounted to approximately $100. The fair value of the 150,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.88%, volatility - 85%, expected term - 5 years, expected dividend – N/A. The warrants were expensed due to the uncertainty of the level of future cash flows.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

On March 7, 2013, the Company entered into an Exclusive Manufacturing, Marketing and Distribution Definitive License Agreement (the “Agreement”) with Argentum Medical, LLC, a Delaware limited liability company (“Argentum”), under which the Company acquired an exclusive license to develop, market and sell products based on a technology called “Silverlon”, a proprietary silver coating technology providing superior performance related to OTC wound treatment. The license is for 15 years, with a possible 5 year extension. Under the Agreement, the Company is obligated to order a certain amount of proprietary Silverlon film each contract year and if the minimums are not met Argentum could cancel the Agreement. In exchange for these license rights the Company agreed to pay Argentum royalty payments based on the adjusted gross revenues generated by product sales, as well as issue Argentum a warrant to purchase up to 750,000 shares of our common stock with an exercise price of $0.50 per share. The warrant vests in two equal installments of 375,000 shares each, with the vesting based on product’s success in obtaining certain approvals from the Food and Drug Administration. The Company recorded 375,000 non-contingent warrants during the first quarter of 2013 with a fair value of approximately $821. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.85%, volatility - 85%, expected term - 5 years, expected dividend n/a. The warrants were expensed due to the uncertainty of the level of future cash flows.

Acquisition of NorthStar Consumer Products, LLC

In February, 2013, the Company closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which the Company exercised an option to purchase a brand of skincare and other products specifically targeted for pregnant women (the Beaute de Maman product line), in addition to an over-the-counter itch suppression formula (together, the “Business”). Previously, the Company entered into to that certain License and Asset Purchase Option Agreement dated June 25, 2012 with NCP (the “License Agreement”), under with the Company licensed the Business from NCP and had the option to purchase the Business from NCP upon certain conditions being satisfied. As set forth in the Asset Purchase Agreement those conditions were either satisfied or renegotiated to the satisfaction of the parties and the Company exercised an option, and purchased, the Business from NCP. As consideration for the purchase of the Business the Company agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of Series D Convertible Preferred Stock. The fair value of the consideration given and assets received was $2 and such fair value was immediately impaired, due to the uncertainty of future cash flows, during the first quarter of 2013. There was no acquired assets other than intangible assets and therefore no purchase price is being presented. The fair values for acquired intangible assets of NCP were determined by the Company using a valuation performed by an independent valuation specialist.

Diluted Shares

Each share of Preferred A, B and C is convertible into five shares of common stock. There were 405,000 shares of Series A, 1,000,000 shares of Series B and no shares of Series C outstanding as of September 30, 2013. Each share of Preferred D is convertible into twenty five shares of common stock. Convertible preferred stock was considered anti-dilutive for the nine months ended September 30, 2013 and 2012, due to net losses. As of September 30, 2013, there are 4,216,667 Series D Convertible Preferred Shares which are convertible into 105,416,675 of common shares. All Series D Convertible Preferred Stock voting rights are on an “as converted to common stock” basis. Dividends are not mandatory. If declared by the Board Series D Preferred Stock shall have preference over common stock and equal to other series of preferred stock. As of September 30, 2013, there are 3,132,600 warrants which are convertible into one share of common stock.

The Company has determined that common stock equivalents in excess of available authorized common shares are not derivative instruments due to the fact that an increase in authorized shares is within the Company’s control. Management holds enough shares to increase the authorized shares without further action of the Company and all members of Management have agreed to do so in the event that enough shares are not available.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

9. Related Party Transactions

Consulting Agreements

On May 15, 2012, the Company entered into a consulting agreement with Highpeak, LLC (“Highpeak”). The agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay Highpeak a monthly consulting fee of $10. The Company incurred $20 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $25 as of September 30, 2013.

On May 15, 2012, the Company entered into a consulting agreement with Rivercoach Partners LP (“Rivercoach”). The agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay Rivercoach a monthly consulting fee of $10. The Company incurred $20 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $72 as of September 30, 2013.

On June 1, 2012, the Company entered into a consulting agreement with NorthStar Consumer Products, LLC (“NCP”). The two year agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay NCP a monthly consulting fee of $15. The Company incurred $30 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $80 as of September 30, 2013.

On July 17, 2012, the Company entered into a consulting agreement with Chord Advisors, LLC (“Chord”). Fifty percent of Chord is owned by David Horin, the Company’s Chief Financial Officer. The one year agreement is effective from July 15, 2012 through July 15, 2013. The Company has agreed to pay Chord a monthly consulting fee of approximately $13. The Company incurred $113 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $87.5 as of September 30, 2013.

The Company will recognize cash consulting expenses over the requisite service period pursuant to the provisions of each specific agreement.

The Company owed accrued interest to related parties of $233 and reimbursable expenses, such as travel, office supplies, occupancy, etc, of $418 as of September 30, 2013.

Employment Agreements

In May 2013, the Company entered into employment agreement with Mr. Barry Starkman to serve as our Senior Vice President of Operations and the President and Chief Executive Officer of HemCon, Under the Company’s employment agreement with Mr. Starkman his employment has an initial term from May 6, 2013 until April 30, 2015 and will automatically renew for two-year terms unless terminated by the parties in accordance with the agreement. Mr. Starkman’s base salary is $250 per year with the possibility of up to 15% to 30% in incentive compensation based on meeting performance criteria to be established by us and HemCon.

In May 2013, the Company entered into employment agreement with Simon McCarthy to serve as Chief Scientist Officer of HemCon. Under the employment agreement with Mr. McCarthy his employment has an initial term from May 6, 2013 until April 30, 2015 and will automatically renew for two-year terms unless terminated by the parties in accordance with the agreement. Mr. McCarthy’s base salary is $150 per year with the possibility of up to 15% in incentive compensation based on meeting performance criteria to be established by the Company and HemCon.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

In February 2013, The Company entered into employment agreements with Mr. John Linderman to serve as President and Chief Executive Officer, Mr. James Barickman to serve as Chief Marketing Officer, Mr. Frederick A. Voight to serve as Chief Investment Officer, and Mr. Michael S. Wax to serve as Chief Development Officer.

Under the terms of the employment agreement with Mr. Linderman, he will serve as President and Chief Executive Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Linderman’s duties and responsibilities will be those generally associated with a Chief Executive Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by the Board of Directors.

Under the terms of the employment agreement with Mr. Barickman, he will serve as our Chief Marketing Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Barickman’s duties and responsibilities will be those generally associated with a Chief Marketing Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.

Under the terms of the employment agreement with Mr. Voight, he will serve as our Chief Investment Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Voight’s duties and responsibilities will be those generally associated with a Chief Investment Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.

Under the terms of the employment agreement with Mr. Wax, he will serve as our Chief Development Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Wax’s duties and responsibilities will be those generally associated with a Chief Development Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.

The Company owed the Executive Officers $800 as of September 30, 2013.

Related Party Notes

During July 2012, The Company retained short term loans on demand of $400 to a related party as a result of the sale of the Company’s BPAC Subsidiaries. The stated interest rate is 0.5%. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share. The Company recorded a $400 beneficial conversion feature as a component of discontinued operations related to this modification. During the first quarter of 2013, the Company converted notes payable of approximately $32 into 4,029,200 common shares.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

During the third quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $470. The note has an interest rate of 1.5% per month and is due on or before November 6, 2013. In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 282,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A.

Preferred Stock and Note Conversions

In January 2013, the Company received a notice of conversion from Sue E. Alter, notifying the Company that she wished to convert $33.60 of principal and interest due under that certain Tristar Wellness Solutions, Inc. Convertible Promissory Note dated April 27, 2012 into 4,200 shares of our common stock. The shares were issued to Ms. Alter, without a restrictive legend.

In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of our largest shareholders and an entity controlled by Mr. Harry Pond, one of our former officers and sole former director, notifying the Company that Rockland Group, LLC wished to convert 215,000 shares of Series A Convertible Preferred Stock into 1,075,000 shares of common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.

In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of the largest shareholders and an entity controlled by Mr. Harry Pond, one of the Company’s former officers and sole former director, notifying us that Rockland Group, LLC wished to convert 710,000 shares of Series C Convertible Preferred Stock into 3,550,000 shares of our common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

In February 2013, the Company issued 40,000 shares of Series D Convertible Preferred Stock to Rockland Group, LLC in exchange for $150 in cash.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Warrants for Research and Development

Acquisition of NorthStar Consumer Products, LLC

Warrants for Services

During the first quarter of 2013, the Company issued 25,000 warrants to Chord Advisors, LLC with an exercise price of $0.45 and a five year term. Each warrant is exercisable into one share of common stock. The warrants were valued at the closing price of the Company’s common stock on the date granted and amounted to $19,648. The fair value of the 25,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.85%, volatility - 85%, expected term - 5 years, expected dividend n/a.

10. Fair Value Measurements

The Company has adopted the provisions of ASC 820 which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 provides guidance on how to measure certain financial assets and financial liabilities at fair value. The requirement to measure an asset as liability at fair value is determined under the U.S. GAAP.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

Certain of the Company’s assets and liabilities are considered to be financial instruments and are required to be measured at fair value in the consolidated balance sheets. Certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short-term debt and deferred revenue are measured at cost, which approximates fair value due to the short-term maturity of these instruments. Derivative liabilities are measured at fair value.

The Company measures fair value basis based on the following key objectives:

•

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;

•

A three-level hierarchy (“Valuation Hierarchy”) which prioritizes the use of observable pricing data (Level 1 and Level 2 inputs as defined below) over unobservable pricing data (Level 3 inputs as defined below) is used in measuring value; and

•

The Company’s creditworthiness is considered when measuring the fair value of liabilities.

The valuation hierarchy used in measuring fair value is defined as follows:

•

Level 1 inputs are observed inputs such as quoted prices for identical instruments inactive markets;

•

Level 2 inputs are inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments inactive markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 requires significant management judgment or estimation.

All items measures at fair value are required to be classified and disclosed as a Level 1, 2 or 3 asset or liability based on the inputs used to measure for value of an asset or liability in its entirety. An asset or liability classified as Level 1 is measured by quoted prices in active markets for identical instruments. An asset or liability classified as Level 2 is measured using significant observable inputs and an asset or liability classified as Level 3 is measured using significant unobservable inputs. Refer to Note 5 Fair Value Disclosure for the fair value classification table.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at September 30, 2013:

Description		Level 1		Level 2		Level 3
		None		None		None

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2012:

Description		Level 1		Level 2		Level 3
		None		None		None

The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

11. Discontinued Operations

On November 3, 2011, the People’s Court of Guandong Jiangmen Pengjiang District held a hearing relating to the Company’s landlord’s claim for unpaid rent for its factory plus penalty interest and other claims. The landlord had made a claim for payment of overdue rent in the amount of RMB 1,236,000, penalty interest in the amount of RMB 1,067,930 and a claim for potential loss of income in the amount of RMB 618,000, for a total amount claimed of RMB 2,921,930 (approximately $451). At the hearing, the Court ruled that after two unsuccessful attempts to auction the factory’s assets at the minimum level set by the Court appointed independent valuation company’s fair market assessment price, the Court set the reference value at RMB 3,613,139.20 (approximately $569) and transferred all the assets to the landlord. The landlord is legally responsible for settling any claims made by creditors, and the case has been closed.

On April 27, 2012, the Company entered into a Subsidiary Acquisition Option Agreement (“Subsidiary Option Agreement”) with Xinghui Ltd., a Chinese entity (“Purchaser“), under which the Company may, in our sole discretion, sell the Subsidiary Shares to Purchaser. The “Subsidiary Shares” consists of 100% ownership of the following wholly-owned subsidiaries: Roots Biopack (Intellectual Property) Limited, incorporated in Hong Kong, Roots Biopark Limited, incorporated in Hong Kong, Jiangmen Roots Biopack Ltd., incorporated in the People’s Republic of China, Starmetro Group Limited, incorporated in the British Virgin Islands and Biopack Environmental Limited (fka E-ware Corporation Limited), incorporated in Hong Kong (together the “BPAC Subsidiaries”).

On July 11, 2012, the Company exercised its rights under the Subsidiary Option Agreement by sending a signed Notice of Exercise to the Escrow Agent, pursuant to the terms of the Subsidiary Acquisition Agreement. The Company also sent a copy of the Notice of Exercise directly to the Purchaser as well. As a result of the Company exercising its rights under the Subsidiary Option Agreement, the Company no longer owned the Subsidiary Shares or the BPAC Subsidiaries, including any of their assets or liabilities. The Company recorded this transaction as a recapitalization and according recorded such assets and liabilities as well accumulated other comprehensive income as a $1,899 adjustment to additional paid in capital.

The liabilities assumed by the Purchaser included, but were not be limited to, Purchaser assuming and agreeing to fully perform and satisfy and be liable for all of the liabilities and obligations of the Company’s except for a $400 principal amount convertible note that was owed to Trilane Limited as of April 27, 2012. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share. The Company recorded a $400 beneficial conversion feature as a component of discontinued operations related to this modification.

A summarized statement of operations for the discontinued operations for the comparable nine month periods ended September 30, 2013 and September 30, 2012 is as follows:

	Nine months ended
	September 30,		September 30,
	2013		2012

Revenues	$	-	$	-
Cost of sales		-		-
Gross loss		-		-
General and administrative		-		8
Depreciation and amortization		-		-
Total operating expenses		-		8
Net gain on assets and liabilities written off		-		-
Finance cost		-		-
Loss from discontinued operations		-		(8	)

TRISTAR WELLNESS SOLUTIONS, INC. AND SUBSIDIARIES

Unaudited Notes to the Condensed Consolidated Financial Statements

(dollars in 000’s except per share)

12. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q of TriStar Wellness Solutions, Inc. for the period ended September 30, 2013 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

Overview

We were incorporated on August 28, 2000 in the state of Nevada under the name “Quadric Acquisitions”. Following our incorporation we were not actively engaged in any business activities. On April 25, 2001, we were acquired by Zkid Network Company and changed our name to ZKid Network Co. As a result, we became engaged in the business of providing media content for children through the use of our proprietary software. On February 8, 2006, we announced that we would be unable to raise the necessary funds to continue with our then-existing business model and plan. Accordingly, we decided to seek an active company to acquire.

On May 8, 2006, we closed a share exchange agreement with Star Metro Group Limited and became engaged in the development, production and sale of a line of biodegradable, single use, food and beverage containers. On March 20, 2006, we changed our name from ZKid Network Co. to Eatware Corporation. On November 27, 2006, we changed our name from “Eatware Corporation” to “Star Metro Corp.” On February 26, 2007, we changed our name from “Star Metro Corp.” to “Biopack Environmental Solutions Inc.” This name change was effected by merging Biopack Environmental Solutions Inc., our newly incorporated and wholly-owned subsidiary that was created for this purpose, into our company, with our company carrying on as the surviving corporation under the name “Biopack Environmental Solutions Inc.”.

On March 27, 2007, we completed a share exchange with the shareholders of Roots Biopack Group Limited, a company formed under the laws of the British Virgin Islands. Under the terms of the share exchange agreement we acquired all of the issued and outstanding common shares of Roots Biopack Group and we were in the business of developing, manufacturing, distributing and marketing bio-degradable food containers and disposable industrial packaging for consumer products.

On April 27, 2012, we entered into a Subsidiary Acquisition Option Agreement (“Subsidiary Option Agreement”) with Xinghui Ltd., a Chinese entity (“Purchaser“), under which sold all the shares in the BPAC Subsidiaries to the Purchaser, effective July 11, 2012, in exchange for the Purchaser assuming all our liabilities as of April 25, 2012, which included all of the liabilities and obligations of ours except for a $400,000 principal amount convertible note that was owed to Trilane Limited as of April 27, 2012. As a result of us exercising our rights under the Subsidiary Option Agreement, we no longer own the BPAC Subsidiaries, including any of their assets or liabilities.

On June 25, 2012, we entered into a License and Asset Purchase Option Agreement (the “Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), under which we, acquired the exclusive license to develop, market and sell, NCP’s Beaute de Maman™ product line, which is a line of skincare and other products specifically targeted for pregnant women. In addition, we acquired the exclusive license rights to develop, market and sell NCP’s formula being developed for itch suppression, which would be sold as an over-the-counter product, if successful. In exchange for these license rights we agreed to issue NCP 225,000 shares of our Series D Convertible Preferred Stock. This transaction closed on June 26, 2012. Additionally, under the Agreement, in connection with our license rights and to ensure we could fulfill any immediate orders timely, we purchased all existing finished product of the Beaute de Maman™ product line currently owned by NCP. In exchange for the inventory we agreed to issue NCP 25,000 shares of Series D Convertible Preferred Stock. Each share is convertible into twenty five shares of common stock.

On July 11, 2012, we entered into a Marketing and Development Services Agreement (the “Marketing Agreement”) with InterCore Energy, Inc. (“ICE”). Under the Marketing Agreement we were retained to market and develop certain assets referred to as the Soft & Smooth Assets held by ICE. The Soft & Smooth Assets include all rights, interests and legal claims to that certain invention entitled “Delivery Device with Invertible Diaphragm” which is a novel medical applicator that is capable of delivering medicants and internal devices within the body in an atraumatic fashion (without producing injury or damage). In addition, we were also granted the exclusive option, in our sole discretion, to purchase the Soft & Smooth Assets from ICE for warrants to purchase One Hundred Fifty Thousand (150,000) shares of our common stock at One Dollar ($1) per share, with a four (4) year expiration period. On February 12, 2013, we entered into an Asset Purchase Agreement (the “HLBCDC Asset Purchase Agreement”) with HLBC Distribution Company, Inc. (“HLBCDC”), under which we exercised our option to purchase the Soft & Smooth Assets held by HLBCDC, which had acquired the Soft & Smooth Assets from ICE. In exchange for the Soft and Smooth Assets we agreed to issue to HLBCDC warrants enabling HLBCDC to purchase One Hundred Fifty Thousand (150,000) shares of our common stock at One Dollar ($1) per share, with a four (4) year expiration period.

On February 12, 2013, we, and our wholly-owned subsidiary, TriStar Consumer Products, Inc., a Nevada corporation (“TCP”), closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which we exercised our option to purchase the Beaute de Maman™ product line, in addition to the over-the-counter itch suppression formula (together, the “Business”). As consideration for the purchase of the Business we agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of our Series D Convertible Preferred Stock.

On March 7, 2013, we entered into an Exclusive Manufacturing, Marketing and Distribution Definitive License Agreement (the “Agreement”) with Argentum Medical, LLC, a Delaware limited liability company (“Argentum”), under which we acquired an exclusive license to develop, market and sell products based on a technology called “Silverlon”, a proprietary silver coating technology providing superior performance related to OTC wound treatment. The license is for 15 years, with a possible 5 year extension. Under the Agreement, we are obligated to order a certain amount of proprietary Silverlon film each contract year and if the minimums are not met Argentum could cancel the Agreement. In exchange for these license rights we agreed to pay Argentum royalty payments based on the adjusted gross revenues generated by product sales, as well as issue Argentum a warrant to purchase up to 750,000 shares of our common stock with an exercise price of $0.50 per share.

On May 6, 2013, we closed the acquisition of HemCon Medical Technologies Inc., an Oregon corporation (“HemCon”), pursuant to the terms of an Agreement for Purchase and Sale of Stock entered into by and between us and HemCon (the “Agreement”). The Agreement was entered into as part of HemCon’s Fifth Amended Plan of Reorganization in its bankruptcy proceeding (United States Bankruptcy Court, District of Oregon, Case No. 12-32652-elp11) and was approved by the Court as part of HemCon’s approved Plan of Reorganization. Under the Agreement, we purchased 100 shares of HemCon’s common stock, representing 100% of HemCon’s then-outstanding voting securities, in exchange for $3,075,000 (the “Purchase Price”). The Purchase Price was paid to the Court and the Trustee of the bankruptcy proceeding to be distributed to HemCon’s creditors in accordance with the Plan of Reorganization.

HemCon, founded in 2001, is a diversified life sciences company that develops, manufactures and markets innovative wound care/infection control medical devices. These products target the emergency medical, surgical, dental, military and over‐the‐counter (OTC), markets in the US and globally. HemCon’s advanced wound care and infection control products are designed to quickly stop moderate to severe hemorrhaging in OTC, surgery, trauma, battlefield injuries, and surgical wounds. The company’s wound care products are presently either chitosan-based or oxidized cellulose. Chitosan has long been recognized as a robust hemostat and provides natural antibacterial properties. Historically chitosan has been difficult to reliably incorporate into manufactured wound care products. HemCon has overcome these historical limitations and has been granted patents for its proprietary lyophilized and gauze-based manufacturing processes that allow for consistent and reliable commercial grade wound care and infection control products. HemCon’s original medical device product, the HemCon Bandage, was developed in partnership with the U.S. Army. Between 2003 and 2008, the bandage was the standard issue hemorrhage control bandage for all U.S. Army soldiers and is credited with saving hundreds of lives on the battlefield. Under the Reorganization Plan, HemCon kept its wound care/infection control medical devices business and all assets related thereto. The other segment of its operations, called the “LyP Product" which related to HemCon’s proprietary lyophilized human plasma and universal lyophilized plasma technology were spun out into a newly formed corporation and are not part of our acquisition of HemCon.

As a result of the above transactions, as of September 30, 2013, we were a company involved in developing, manufacturing and marketing HemCon’s innovative wound care/infection control medical devices, as well as, developing, marketing and selling, NCP’s Beaute de Maman™ product line, which is a line of skincare and other products specifically targeted for pregnant women.

Results of Operations for the Three Months Ended September 30, 2013 and September 30, 2012

Summary of Results of Operations (in thousands)

	Three Months Ended September 30,
	2013			2012
Revenue	$	1,281		$	3
Cost of goods sold		1,074			25
Gross Profit		207			(22	)

Operating expenses:
General and administrative		1,069			216
Research and development		618			-
Amortization of intangible assets		33			-
Impairment of intangible assets		-			125
Total operating expenses		1,720			341

Operating loss		(1,513	)		(363	)

Operating Loss

We had an operating loss of approximately $1,513,000 for the three months ended September 30, 2013, compared to an operating loss of approximately $363,000 for the three months ended September 30, 2012. This difference was largely attributable to the fact that during the three months ended September 30, 2012 we had minimal operations, with $3,000 in revenue and incurring approximately $341,000 in operating expenses. In contrast, during the three months ended September 30, 2013, we owned HemCon and its operations and the Beaute de Maman™ product line, which resulted in us having significantly more revenues but also significantly more costs of goods sold and operating expenses, leaving us with a significant net loss for the three months ended September 30, 2013 compared to September 30, 2012.

Revenue

Our revenue from the three months ended September 30, 2013 was $1,281,000 compared to $3,000 for the three months ended September 30, 2012. Our revenue was primarily derived from the operations of our subsidiary, HemCon. Revenue from HemCon amounted to approximately $1,276,000 for the three months ended September 30, 2013. This revenue was the result of sales of bleeding and wound management products for surgical, health care, consumer and military markets.

Cost of Goods Sold

Our cost of goods sold for the three months ended September 30, 2013 were $1,074,000, compared to $25,000 for the same period in 2012. The cost of goods sold for the three months ended September 30, 2013 primarily related to the revenues generated from HemCon. HemCon’s cost of goods sold amounted to approximately $990,000 or approximately 78% of HemCon’s revenue for the three months ended September 30, 2013.

General and Administrative Expenses

General and administrative expenses were $1,069,000 for the three months ended September 30, 2013, compared to $216,000 for the three months ended September 30, 2012, primarily due to the inclusion now of expenses related to our HemCon subsidiary. Our primary general and administrative expenses were $300,000 from compensation to related parties, $211,000 from professional fees related to TriStar such as audit, marketing and legal fees, and $401,000 related to salaries, occupancy cost, utilities etc. related to Hemcon.

Research and Development

Our expenses related to research and development were $618,000 for the three months ended September 30, 2013, compared to $0 for the three months ended September 30, 2012. The increase was attributable to the research and development conducted by HemCon.

Amortization of Intangible Assets

During the three months ended September 30, 2013, we had $33,000 in amortization of intangible assets primary related to patents, non-compete agreements and customer lists acquired in the Hemcon acquisition. We did not have any comparable expense in the three months ended September 30, 2012.

Interest Expense

We had interest expense $1,238,000 for the three months ended September 30, 2013, compared to $0 for the three months ended September 30, 2012. During the three months ended September 30, 2013 interest expense primarily related to the amortization of debt discount on promissory notes and warrants issued in connection with the acquisition of HemCon.

Results of Operations for the Nine Months Ended September 30, 2013 and September 30, 2012

Summary of Results of Operations (in thousands)

	Nine months Ended September 30,
	2013			2012
Revenue	$	2,574		$	4
Cost of goods sold		2,030			26
Gross Profit		544			(22	)

Operating expenses:
General and administrative		3,260			379
Research and development		1,934			-
Amortization of intangible assets		33			-
Impairment of intangible assets		2			125
Total operating expenses		5,229			504

Operating loss		(4,685	)		(526	)

Operating Loss

We had an operating loss of approximately $4,685,000 for the nine months ended September 30, 2013, compared to an operating loss of approximately $526,000 for the nine months ended September 30, 2012. This difference was largely attributable to the fact that during the nine months ended September 30, 2012 we had minimal operations, with $4,000 in revenue and incurring approximately $504,000 in operating expenses. In contrast, during the nine months ended September 30, 2013, we owned the Beaute de Maman™ product line, and HemCon and its operations starting in May 2013, which resulted in us having significantly more revenues but also significantly more costs of goods sold and operating expenses, leaving us with a significant net loss for the nine months ended September 30, 2013 compared to September 30, 2012.

Revenue

Our revenue from the nine months ended September 30, 2013 was 2,574,000 compared to $4,000 for the nine months ended September 30, 2012. Our revenue was primarily derived from the operations of our subsidiary, HemCon. Revenue from HemCon amounted to approximately $2,468,000 for May through September 2013, the time we owned Hemcon during the ninth months ended September 30, 2013. This revenue was the result of sales of bleeding and wound management products for surgical, health care, consumer and military markets.

Cost of Goods Sold

Our cost of goods sold for the nine months ended September 30, 2013 were $2,030,000, compared to $26,000 for the same period in 2012. The cost of goods sold for the nine months ended September 30, 2013 primarily related to the revenues generated from HemCon. HemCon’s cost of goods sold amounted to approximately $1,835,000 or approximately 74% of HemCon’s revenue for May through September 30, 2013.

General and Administrative Expenses

General and administrative expenses were $3,260,000 for the nine months ended September 30, 2013, compared to $379,000 for the nine months ended September 30, 2012. This increase was primarily due to the inclusion in 2013 of expenses related to our HemCon subsidiary. Our primary general and administrative expenses were $800,000 from compensation to related parties, $1,453,000 from professional fees related to TriStar such as audit, marketing and legal fees, and $856,000 related to salaries, occupancy cost, utilities etc. related to Hemcon.

Research and Development

Our expenses related to research and development were $1,934,000 for the nine months ended September 30, 2013, compared to $0 for the nine months ended September 30, 2012. The increase was primarily due to the fair value of warrants issued in connection with the manufacturing, marketing and distribution license agreement with Argentum Medical, LLC in March 2013, and $412,000 attributable to the research and development conducted by HemCon. We recorded 375,000 non-contingent warrants during the 1st quarter of 2013 with a fair value of $821,026. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.85%, volatility - 85%, expected term - 5 years, expected dividend n/a. The warrants were expensed due to the uncertainty of the level of future cash flows.

Amortization of Intangible Assets

During the nine months ended September 30, 2013, we had $33,000 in amortization of intangible assets primary related to patents, non-compete agreements and customer lists acquired in the HemCon acquisition. We did not have any comparable expense in the three months ended September 30, 2012.

Interest Expense

Interest expense was $1,897,000 for the nine months ended September 30, 2013, compared to $0 for the nine months ended September 30, 2012. During the nine months ended September 30, 2013 interest expense primarily relates to the amortization of debt discount on promissory notes and warrants issued in connection with the acquisition of HemCon.

Liquidity and Capital Resources for Nine Months Ended September 30, 2013 and 2012

Introduction

During the nine months ended September 30, 2013 and 2012, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of September 30, 2013 was $315,000. With a monthly cash burn rate of approximately we have significant short term cash needs. These needs are being satisfied through proceeds from the sales of our securities and the issuance of convertible notes. We currently do not believe we will be able to satisfy our cash needs from our revenues for some time.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2013 compared to December 31, 2012, respectively, are as follows:

	September 30, 2013		December 31, 2012		Change

Cash and Cash Equivalents	$	315,000	$	11,000	$	304,000
Total Current Assets		3,917,000		23,000		3,894,000
Total Assets		5,986,000		24,000		5,962,000
Total Current Liabilities		9,029,000		893,000		8,136,000
Total Liabilities	$	9,134,000	$	893,000	$	8,241,000

Our total assets increased by $5,962,000 as of September 30, 2013 compared to December 31, 2012. The increase in total assets was primarily attributed to the increases in our property and equipment, inventory, current assets held for sale and accounts receivable primarily related to HemCon.

Our current liabilities increased by $8,136,000, as of September 30, 2013 as compared to December 31, 2012. A large portion of this increase was due to significant increases in our short terms notes, our accounts payable and accrued expenses, and our accounts payable and accrued expenses due to related parties, most of which relate to HemCon.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

We had cash available as of September 30, 2013 of $315,000 and $11,000 as of December 31, 2012. We have significant short term cash needs. These needs are being satisfied through proceeds from the sales of our securities and the issuance of convertible notes. We currently do not believe we will be able to satisfy our cash needs from our revenues for some time.

Sources and Uses of Cash

Operations

We had net cash provided by (used in) operating activities of ($1,446,000) for the nine months ended September 30, 2013, as compared to ($207,000) for the nine months ended September 30, 2012. For the period in 2013, the net cash used in operating activities consisted primarily of our net loss of $6,547,000, adjusted primarily by the issuance of warrants for research and development of $921,000, issuance of warrants for services of $688,000, amortization of debt discount of $1,561,000, offset by changes in working capital related to accounts payable and accrued expenses – related party of $1,431,000, inventory of $256,000, and accounts payable and accruals of $352,000, accounts receivable ($158,000) and deferred revenue of ($95,000), and other non-current assets of ($17,000).

Investments

We had net cash used in investing activities of $3,139,000 for the nine months ended September 30, 2013 compared to $0 for the nine months ended September 30, 2012. In the nine months ended September 30, 2013 the net cash provided by investing activities all related to the acquisition of HemCon.

Financing

Our net cash provided by financing activities for the nine months ended September 30, 2013 was $4,973,000, compared to $209,000 for the nine months ended September 30, 2012. For the period in 2013, our financing activities consisted of $3,810,000 from proceeds from issuance of short terms notes – related party, $50,000 from proceeds from issuance of convertible notes – related party, $250,000 from issuance of Series D Convertible Preferred Stock, $536,000 from proceeds from issuances of short term notes, and $327,000 from proceeds from the issuance of common stock.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Evaluation of Disclosure Controls Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2013. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2013, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.

(b) Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, management believes that, as of September 30, 2013, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact these duties were performed by limited personnel, a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

Insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented.

These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

When we are financially able, we intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies and we intend to consider the results of our remediation efforts and related testing as part of our next assessment of the effectiveness of our internal control over financial reporting.

There was no change in our internal control over financial reporting during the period ended September 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Officer’s Certifications

Appearing as an exhibit to this Quarterly Report on Form 10-Q are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

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, other than as set forth herein, 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 1A Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2013, we issued the following unregistered securities:

On August 19, 2013, we issued an aggregate of 210,000 shares of our common stock to four (4) non-affiliate shareholders in exchange for $185,000. These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact the investors were either accredited or sophisticated investors and are familiar with our operations.

On or about July 11, 2013, we entered into a Share Exchange Agreement with Rivercoach Partners, LP, one of our largest shareholders and an entity controlled by Mr. Frederick A. Voight, one of our officers and directors, pursuant to which Rivercoach Partners exchanged 6,250,000 shares of our common stock into 250,000 shares of our Series D Preferred Stock. The shares of our common stock were cancelled on July 17, 2013. We have not issued the shares of Series D Preferred Stock to Rivercoach Partners yet, but when we do the shares will contain a restrictive legend. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact Rivercoach Partners, LP is one of our largest shareholders, is controlled by one of our officers and directors, is either an accredited or sophisticated investor and is familiar with our operations.

On or about July 11, 2013, we entered into a Share Exchange Agreement with M&K Family Limited Partnership, one of our largest shareholders, pursuant to which M&K exchanged 15,750,000 of our common stock into 630,000 shares of our Series D Preferred Stock. The shares of our common stock were cancelled on July 16, 2013. We have not issued the shares of Series D Preferred Stock to M&K yet, but when we do the shares will contain a restrictive legend. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact M&K is one of our largest shareholders, is either an accredited or sophisticated investor and is familiar with our operations.

On or about July 11, 2013, we entered into a Share Exchange Agreement with Northstar Consumer Products, LLC, one of our largest shareholders and an entity controlled by John Linderman and James Barickman, two of our officers and directors, pursuant to which Northstar exchanged 2,500,000 shares of our common stock into 100,000 shares of our Series D Preferred Stock. The shares of our common stock were cancelled on July 16, 2013. We have not issued the shares of Series D Preferred Stock to Northstar yet, but when we do the shares will contain a restrictive legend. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact Northstar is one of our largest shareholders, is controlled by two of our officers and directors, is either an accredited or sophisticated investor and is familiar with our operations.

ITEM 3 Defaults Upon Senior Securities

During the period covered by this report there were no events which are required to be reported under this Item.

ITEM 4 Mine Safety Disclosures

During the period covered by this report there were no events which are required to be reported under this Item.

ITEM 5 Other Information

During the period covered by this report there were no events which are required to be reported under this Item.

ITEM 6 Exhibits

Item No.		Description

(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.2		Bylaws (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.3		Certificate of Amendment of Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.4		Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.5		Certificate of Designation (incorporated by reference from our Current Report on Form 8-K filed on May 9, 2001)
3.6		Articles of Merger filed with the Secretary of State of Nevada on November 21, 2006 effective on November 26, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 28, 2006)
3.7		Articles of Merger filed with the Secretary of State of Nevada on February 21, 2007 effective on February 26, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 27, 2007)
3.8		Certificate of Correction filed with the Secretary of State of Nevada on June 27, 2007 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2009)
3.9		Certificate of Designation filed with the Secretary of State of Nevada on July 27, 2007 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2009)
3.10		Certificate of Change filed with the Secretary of State of Nevada on June 6, 2009 (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2009)
3.11		Certificate of Designation for Series D Convertible Preferred Stock filed with the Secretary of State of Nevada on June 19, 2012 (incorporated by reference from our Annual Report on Form 10-K filed on April 16, 2013)
3.12		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on August 29, 2012 (incorporated by reference from our Annual Report on Form 10-K filed on April 16, 2013)
3.13		Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on January 7, 2013 (incorporated by reference from our Annual Report on Form 10-K filed on April 16, 2013)

(10)		Material Contracts
10.1		Agreement for the Purchase of Preferred Stock (the “Agreement”) with Rockland Group, LLC dated April 27, 2012 (incorporated by reference from our Current Report on Form 8-K filed on May 11, 2012)
10.2		License and Asset Option Purchase Agreement with NorthStar Consumer Products, LLC dated June 25, 2012 (incorporated by reference from our Current Report on Form 8-K filed on July 2, 2012)
10.3		Agreement for the Purchase of Preferred Stock with Rockland Group, LLC dated June 29, 2012 (incorporated by reference from our Current Report on Form 8-K filed on July 2, 2012)
10.4		Subsidiary Acquisition Option Agreement with Xinghui Ltd. dated April 25, 2012 (incorporated by reference from our Current Report on Form 8-K filed on November 30, 2012)
10.5		Marketing and Development Services Agreement with InterCore Energy, Inc. dated July 11, 2012 (incorporated by reference from our Current Report on Form 8-K filed on November 30, 2012)
10.6		Purchase and Assignment of Rights Agreement with RWIP, LLC dated July 11, 2012 (incorporated by reference from our Current Report on Form 8-K filed on November 30, 2012)
10.8		Asset Purchase Agreement with Northstar Consumer Products, LLC, dated February 4, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.9		Asset Purchase Agreement with HLBC Distribution Company, Inc., dated February 12, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.10		Employment Agreement with John R. Linderman dated February 1, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.11		Employment Agreement with James Barickman dated February 1, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.12		Employment Agreement with Fredrick A. Voight dated February 1, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.13		Employment Agreement with Michael S. Wax dated February 1, 2013 (incorporated by reference from our Current Report on Form 8-K filed on February 19, 2013)
10.14		Exclusive Manufacturing, Marketing and Distribution Definitive License Agreement with Argentum Medical, LLC dated March 7, 2013 (incorporated by reference from our Current Report on Form 8-K filed on March 14, 2013)
10.15		Order Confirming Debtor’s Fifth Amended Plan of Reorganization and Plan of Reorganization in In re HemCon Medical Technologies, Inc. filed May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.16		Agreement for Purchase and Sale of Stock entered into by and between TriStar Wellness Solutions, Inc. and HemCon Medical Services, Inc. dated April 18, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.17		Employment Agreement with Barry Starkman (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.18		Employment Agreement with Simon McCarthy (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.19		Promissory Note with DayStar Funding, LP dated May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.20		Promissory Note with Lawrence K. Ingber Trust, dated June 14, 1980, as amended and restated March 6, 2006, dated May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.21		Promissory Note with James Barickman dated May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.22		Promissory Note with John Linderman dated May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.23		Promissory Note with James Linderman dated May 6, 2013 (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2013)
10.24		Stock Exchange Agreement with M&K Family Limited Partnership dated July 11, 2013 (incorporated by reference from our Current Report on Form 8-K filed on August 1, 2013)
10.25		Stock Exchange Agreement with Northstar Consumer Products, LLC, dated July 11, 2013 (incorporated by reference from our Current Report on Form 8-K filed on August 1, 2013)
10.26		Stock Exchange Agreement with Rivercoach Partners, LP dated July 11, 2013 (incorporated by reference from our Current Report on Form 8-K filed on August 1, 2013)

(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).
(32)		Section 1350 Certifications
32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2		Section 1350 Certification of Chief Accounting Officer (filed herewith).

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TriStar Wellness Solutions, Inc. a Nevada corporation

Dated: November 19, 2013		/s/ John Linderman
	By:	John Linderman
	Its:	Chief Executive Officer

Attached files

TRISTAR WELLNESS SOLUTIONS, INC. Reports

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