X0306 4 2013-02-05 0 0001109153 TRISTAR WELLNESS SOLUTIONS, INC. TWSI 0001582963 Linderman John 10 SAUGATUCK AVE. WESTPORT CT 06880 1 1 1 0 CEO and President Common Stock 2013-02-05 4 P 0 3125000 A 3125000 I NorthStar Consumer Products, LLC Common Stock 2013-07-11 4 C 0 1250000 D 1875000 I NorthStar Consumer Products, LLC Series D Convertible Preferred Stock 2013-02-05 4 C 0 125000 D Common Stock 3125000 0 I NorthStar Consumer Products, LLC Series D Convertible Preferred Stock 2013-02-12 4 P 0 375000 A 2013-02-12 Common Stock 9375000 375000 I NorthStar Consumer Products, LLC Series D Convertible Preferred Stock 2013-07-11 4 C 0 50000 A 2013-07-11 Common Stock 2500000 425000 I NorthStar Consumer Products, LLC On February 5, 2013, Northstar Consumer Products, LLC ("NCP"), submitted a Notice of Conversion to the Issuer for the conversion of 250,000 shares of the Issuer's Series D Preferred Stock into 6,250,000 shares of the Issuer's common stock. The Reporting Person is a 50% of NCP, and, as such, is deemed to have acquired 3,125,000 shares of the Issuer's common stock. The Series D Preferred Stock did not have a conversion price so the shares of common stock acquired did not have a purchase price. On July 11, 2013, NCP and the Issuer entered into a Stock Exchange Agreement under which NCP exchanged 2,500,000 shares of the Issuer's common stock for 100,000 shares of the Issuer's Series D Preferred Stock. Since the Reporting Person is a 50% owner of NCP the Reporting Person is deemed to have exchanged 1,250,000 shares of the Issuer's common stock for 50,000 shares of Series D Preferred Stock. The Series D Preferred Stock does not have an exercise price. Not applicable. The Series D Preferred Stock does not have an expiration date. On February 12, 2013, the Issuer closed an Asset Purchase Agreement with NCP under which the Issuer acquired the Beaute de Maman product line from NCP in exchange for 750,000 shares of the Issuer's Series D Preferred Stock. The Reporting Person is a 50% owner of NCP and is, therefore, deemed to own 375,000 shares of the Series D Preferred Stock held by NCP. /s/ John Linderman 2013-08-28