International Star Inc (ILST)

[Eli-316]

https://www.otcmarkets.com/otcapi/company/financial-report/338299/content

Supplemental Disclosure for Change of Control Events
International Star, Inc.

8 The Green, STE A, Dover, DE 19901
626-429-2789 [e-mail]

The goal of this disclosure is to provide information with respect to International Star, Inc.’s (the “Company”) Change of Control event. Each of the below items is addressed to the best of the Company’s ability and to the extent they are applicable to the Company’s Change of Control event.
Disclosure of Change in Control and Other Material Events:

1. A description of event(s) and relevant date(s) resulting in the Change in Control.1
On or about June 10, 2022, ILST Holdco LLC, through a private transaction, acquired 50 shares of the Company’s Special 2021 Series A Preferred Stock, representing 100% of such class of shares, from Caren D. Currier. As detailed in the Company’s Certificate of Designation of Special 2021 Series A Preferred Stock, filed with the Nevada Secretary of State on or about April 6, 2022, the holder of the Special 2021 Series A Preferred Stock votes together with the holders of the Company’s other classes of preferred stock and its common stock, as a single class, and is entitled to 60% of all votes entitled to vote at each meeting of stockholders of the Company, and written actions of stockholders in lieu of meetings, with respect to any and all matters presented to the stockholders of the Company for their action or consideration.

Additionally, the acquired shares of Special 2021 Series A Preferred Stock are convertible into 10,000,000,000 shares of the Company’s Common Stock, with each such share having one vote. Upon such conversion, the acquiring party will likely retain a majority of the Company’s voting shares.

2. The name(s) of person(s) who acquired control and person(s) from whom control was assumed. For corporations or other business entities, please provide the name(s) of person(s) beneficially owning or controlling such corporations or entities.2

ILST Holdco LLC acquired the subject control shares from Caren D. Currier, in a private transaction.

3. A description of assets acquired or disposed of in connection with the Change in Control and the names of the purchaser and seller of such assets (if applicable).
ILST Holdco LLC, through a private transaction, acquired 50 shares of the Company’s Special 2021 A Preferred Stock, representing 100% of such class of shares, from Caren D. Currier.

1 A “Change in Control” shall mean any events resulting in:
i. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

ii. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
iii. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

iv. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty perc ent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

2 See, Securities Exchange Act Rule 13d-3 for determination of “beneficial owner.”

4. Amount and form (e.g., cash, equity securities, promissory note) of consideration paid in connection with the Change in Control.

A cash payment in the amount of $305,000 was paid by ILST Holdco LLC to Caren D. Currier, as consideration for the Change-in-Control transaction described herein.
5. A description of any material agreements or other events related to the Change in Control.

The acquiring party intends to retain new management to operate the Company and to implement and oversee the execution of its strategic plan. The Company will be providing further disclosure relating to this matter.

Certification:
6/14/2022 [Date]
/s/ _C__a_re_n__C_u_r_ri_e_r___________ [Officer Signature]
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)