<PAGE>   1
                                   FORM 10-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
   [ X ]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED AUGUST 31, 1996
                                             ---------------

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

                          COMMISSION FILE NO. 0-13099
                                              -------

                              TRISTAR CORPORATION
                              -------------------
             (Exact name of registrant as specified in its charter)


                DELAWARE                                   13-3129318
                --------                                   ----------
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)
    

          12500 SAN PEDRO AVENUE, SUITE 500, SAN ANTONIO, TEXAS 78216
          -----------------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code  210-402-2200
                                                            ------------

          Securities registered pursuant to Section 12(b) of the Act:

                                      NONE
                                      ----

          Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                     --------------------------------------
                                (Title of class)

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  
                                               -------          -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [   ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing sale price of the Common Stock on November 21,
1996, as reported on the NASDAQ National Market System, was $18,958,000.  As of
November 21, 1996, the Registrant had outstanding 16,710,176 shares of Common
Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to the 1997 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report.
<PAGE>   2
PART I

Certain statements contained in "Item 1. Business" and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
including statements regarding the anticipated development and expansion of the
Company's business, expenditures, the intent, belief or current expectations of
the Company, its directors or its officers, primarily with respect to the
future operating performance of the Company and other statements contained
herein regarding matters that are not historical facts, are "forward-looking"
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995).  Because such statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements.  Factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
include, but are not limited to, those discussed in other filings made by the
Company with the Securities and Exchange Commission.

ITEM 1.  BUSINESS

TRISTAR CORPORATION ("Tristar" or the "Company") is a Delaware corporation
headquartered in San Antonio, Texas.  The Company is principally engaged in
developing, manufacturing, marketing and distributing value oriented designer
alternative fragrances, complementary products to those fragrances, and
cosmetic pencils in North and South America.  The Company's fragrances are sold
under the Designer Classic Alternatives ("DCA"), Euro Collections ("Euro"),
Royal Selections, and Premiere Editions brands.  They are designed for
consumers who desire a scent similar to an original designer fragrance, but are
unwilling or unable to pay the high prices of the originals.  The Company also
markets and distributes value oriented cosmetics, including premium cosmetics
that are alternatives to major brands sold in department stores, again at
significantly lower prices than original designer brands.  Cosmetics are
primarily marketed under the DCA and the Gina Cosmetics lines.  The Company
conducts business utilizing its sales and distribution facilities in San
Antonio, Texas, Mexico City, Mexico, and Sao Paulo, Brazil, its state of the
art manufacturing facility in Pleasanton, Texas, and its corporate offices,
design studio, and laboratory in San Antonio.

The Company was incorporated in New York in 1982 and made an initial public
offering of its common stock in 1984.  In 1987, the Company was reincorporated
in Delaware.  The Company changed its name from Ross Cosmetics Distribution
Centers, Inc. to Tristar Corporation in 1993.

The Company's major shareholder, the Core Sheth Families ("Sheth Group"),
beneficially holds 78% of the Company's outstanding common stock.  Through
their various worldwide vertically integrated companies, the Company believes
that the Sheth Group is the world's largest manufacturer (based on number of
units produced) of lower priced value oriented fragrances.  They are also
significant manufacturers of lower priced, value oriented cosmetic products.
The Sheth Group is also a supplier of products and components to the Company's
sales, distribution and manufacturing operations, and a purchaser of the
Company's products.

The fragrance manufacturing capability of the Company was acquired in August
1995, as a result of a merger with Eurostar Perfumes, Inc., ("Eurostar"), an
affiliate of the Core Sheth Families and the manufacturer of substantially all
of the Company's products prior to the merger.  The merger was accounted for in
a manner similar to a pooling of interests.  Accordingly, for periods ending
August 31, 1995 or prior, the Company's financial statements have been restated
to include the results of Eurostar.  All subsequent discussions and disclosures
in this document are as though Eurostar has been a part of Tristar since the
inception of Eurostar in 1992.
<PAGE>   3



         Products

The Company's principal product category is fragrances with the balance
consisting of cosmetics, cosmetic pencils and toiletry products.  The following
table reflects the dominance of the fragrance category's contribution to the
Company's net sales for the last three fiscal years:

<TABLE>
<CAPTION>
==========================================================================================================
            PRODUCT CATEGORY                       FISCAL 1996           FISCAL 1995          FISCAL 1994
----------------------------------------------------------------------------------------------------------
             <S>                                       <C>                  <C>                  <C>
             FRAGRANCES                                 80%                  78%                  79%
----------------------------------------------------------------------------------------------------------
             OTHER PRODUCTS                             20%                  22%                  21%
==========================================================================================================
</TABLE>

Fragrance sales in fiscal 1996 grew both as percentage of total sales as well
as in dollars of sales when compared to fiscal 1995.  In fiscal 1994, sales
were made predominantly to wholesalers, whereas by the end of fiscal 1996, the
Company expanded its distribution base to retail chains through the
distribution of its new premium quality, premium priced Designer Classic
Alternatives product line which was introduced in December 1995.  The Company
has formalized the distribution of the Euro Collections line into the retail
market both in the United States as well as in Latin America, while
concurrently developing a new line (Royal Selections) primarily to serve the
needs of other trade classes.  The Company intends to continue to transition to
a broader based distribution strategy, which the Company believes will result
in less dependence on a single trade class channel in fiscal 1997.  The Company
implemented this strategy primarily as a result of increased opportunities in
the retail sector and in the wholesale, specialty store, and dollar store
channels both in the U.S. and Latin America, and the results achieved with the
DCA product line in the drug chains.  The financial results for fiscal 1996,
while reflecting a growth in sales, were materially affected by the costs
associated with the implementation of the strategies to develop and introduce
the new DCA product, develop the retail sales channels, reposition the Euro
Collections line, and develop the Latin America channels of distribution.  The
Company believes that some of the benefits of the costs incurred in fiscal 1996
will accrue to the Company in 1997.


                                   Fragrances

The Company's marketing strategy for designer alternative fragrances addresses
four distinct segments of the fragrance market with four separate product
lines:

o   The premium quality and premium priced "flagship" line, DCA, which was
    developed and successfully introduced in fiscal 1996, enables the Company
    to compete in  retail chains including leading drug, food and mass
    merchandisers, who look to promote higher price point and higher profit
    brands.  The Company focused significant resources in fiscal 1996 on the
    development of this product line, the development of related distribution
    channels and in developing programs to increase consumer awareness.  (See
    further discussion of investments in Item 7. Management's Discussion and
    Analysis of Financial Condition and Results of Operations.)  DCA has a
    suggested retail price to the consumer of $9.99 per bottle.

 o  The Euro Collections alternative designer fragrance line, which has  lower
    price points than the DCA line, is also marketed in the traditional retail
    chain stores  both in the United States and Latin America.  The Euro line,
    first introduced in 1989, is the predominant fragrance line of the Company
    and until fiscal 1996 had been the Company's principal brand in the
    wholesale market. To strengthen the Euro Collection's franchise in retail
    stores, its packaging was redesigned in the latter part of fiscal 1996 in
    order to enhance its image and position.  Euro fragrances have suggested
    retail prices of $3.99 to $4.99 per bottle.

 o  The Premiere Editions line is a budget price brand that is oriented toward
    dollar stores and other budget-price retailers.  This line of alternative
    designer fragrances was newly re-staged at the end of fiscal 1996 by
    increasing the bottle size and redesigning all packaging.  Sales of the
    redesigned product began in early fiscal 1997 at the same price point as
    previously sold, providing increased value in comparison to competition.
    The consumer can purchase fragrances in this line in a suggested retail
    price range of $0.99 to $1.50 per bottle.

 o  In the fourth quarter of fiscal 1996, the Company developed a new designer
    alternative fragrance line, Royal Selections, designed to recapture a
    significant part of the wholesale trade class.  Royal Selections carries a
    price below that of major competition, with unsurpassed quality packaging,
    bottles, and fragrances.  This line was introduced at the beginning of
    fiscal 1997 and sells to consumers at a suggested retail price of
    approximately $2.99 to $3.99.





                                     Page 3
<PAGE>   4



In fiscal 1996, the Company sold the remaining inventory of two other fragrance
brands (Euro Elegance and Club Exclusif), which were subsequently discontinued.

The Company believes that to successfully market a fragrance product line, one
must identify a market niche and then fill that niche with a value-priced,
quality product presented in attractive bottles, cartons and displays.  All of
the Company's fragrance lines feature quality glass bottles and caps designed
in various unique shapes and styles.  The Company's fragrances are packaged in
colorful cartons designed with the latest technology to appear attractive to
the consumer. All fragrances are designed by the Company's and the Sheth
Group's expert perfumers as alternatives to some of the most popular,
nationally branded, designer fragrances.  They are sold, however, at a fraction
of the original designer fragrance's retail price to satisfy the needs of the
consumers in specific niche markets.

Prior to the introduction of new or improved fragrances, market evaluation and
consumer testing is conducted by the Company with selective testing also done
by independent outside laboratories.  The Company believes that the success of
these products is dependent on the Company correctly identifying the needs of a
particular market niche and then, ultimately, on the consumers' acceptance of
the product.  Life cycles of products vary significantly, with some being
successfully marketed for more than five years, whereas other products may fail
to gain consumer acceptance and be discontinued within a shorter period of
time.  The Company believes that the success of the Company's products in the
market place is largely dependent on the amount and quality of retail
advertising and promotion original designers give to their brands, the appeal
of the scent itself, and the merchandising and trial programs that the Company
develops to accelerate consumer awareness.

Each of the Company's four fragrance product lines has, or will have, companion
products, which are discussed below in "Other Products".

The Company anticipates revenue growth in all fragrance lines in fiscal 1997 as
the Company strengthens its marketing programs and targets specific products to
specific market niches.  The streamlining and upgrading of the Euro Collections
and Premiere lines, and increased consumer acceptance of the DCA line are
expected to contribute to such revenue growth.  Based on preliminary sales
demand in the first quarter of fiscal 1997, the newly introduced Royal
Selections fragrance line is also expected to favorably contribute to sales
growth.

                                 Other Products

The Company markets numerous complementary products within each fragrance line
such as deodorant sticks, dusting powders, shaker talcs, trial/travel sizes and
gift sets.  In most cases, these companion products are marketed as designer
alternatives and are value priced significantly below the prices of the
national brands.  Certain of  these toiletry products, or variations thereof,
also are marketed under the Company's Everscent and Simply You brand names.

The Company markets under the brand names of DCA and Gina Cosmetics,
proprietary lines of cosmetics including nail, lip color, eye products, and
other cosmetic items, all of which are manufactured by related parties.
Cosmetics sold under the DCA line are premium quality lip and nail products
designed as alternatives to original designer products.  The DCA products are
sold primarily in chain stores at prices significantly less than the original
designer's price.  Cosmetic products under the Gina Cosmetics line are geared
to price conscious consumers and are primarily marketed in the wholesale class
of trade and in dollar stores.  During fiscal 1996, the Company discontinued
all Roxy and Apple cosmetics lines, except for the Apple lip and eye cosmetic
pencils, and as of August 31, 1996, had sold most of the non- pencil inventory.

The Apple line of lip and eye cosmetic pencils, which is manufactured by the
Company, is marketed and distributed in assorted colors and sizes.  Private
label cosmetic pencils are also produced for selected customers, including an
affiliate of the Core Sheth Families.

New, redesigned, or replacement cosmetics, except for cosmetic pencils, are
developed by the Company's suppliers at the request of the Company.  The
Company believes that like fragrances, selecting the right cosmetic products
for a particular market segment and acceptance by the consumer play a large
role in the success or failure of any particular product.





                                     Page 4
<PAGE>   5



The Company believes that revenues for both the complementary products to the
fragrance lines and cosmetics will increase in fiscal 1997.  Such growth is
expected to result from increases in the existing lines and the addition of
new products

         Customers 

The Company distributes its products to more than 1,000 customers, including
wholesalers, distributors, drug and grocery chains, mass merchandising chains
and specialty chain stores located primarily in North and South America.  These
customers represent over 35,000 outlets for the Company's products. The Company
markets its products through Company sales personnel located in various markets
and through a network of independent sales representatives.

The Company has invested heavily in developing the mature U.S. retail markets
and in starting to develop the emerging mass markets in Latin America.  The
Company believes that the customer base in the mass Latin American markets,
which appear to fit the Company's target customer profile, presents an
excellent opportunity for future growth.

The Company has focused the expansion of the customer base in the U.S. on
creating and repositioning products to better meet the needs of its existing
channels of distribution and in gaining entrance into certain new channels.  A
major focus of investment in fiscal 1996 has been on developing customer bases
in the most populous countries in Latin America - Mexico and Brazil.  This
development was facilitated by establishing sales and distribution operations
in those countries in fiscal 1995 and 1996, respectively.  The Company services
other countries in Latin America through regional and national distributors
within the various countries.  An entity of the Core Sheth Families is the
national distributor in Argentina.  These distributors are supplied by the
Company's Texas distribution center that also services the United States and
Canadian markets.

Sales to customers in the United States were $37.2, $28.5, and $38.1 million
for fiscal years 1996, 1995 and 1994, respectively.  For the years ended August
31, 1996, 1995, and 1994, $14.5 million (28% of net sales),  $16.2 million (36%
of net sales), and $13.1 million (25% of net sales), respectively, were
exported directly to foreign customers or sold through the Company's
subsidiaries in Mexico and Brazil.  Certain of the sales to U.S. customers are
ultimately resold outside of the U.S.  The amount of these indirect export
sales cannot be determined as the Company does not have access to its
customers' sales information.  As a significant portion of the Company's
products is sold directly or indirectly into the Latin American market,  there
are certain factors such as political and economic conditions that could have
an adverse effect on these sales.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations (Potential Adverse Effects on
Results of Operations for Future Periods)" for a specific discussion of those
risks.

The North and South America markets will continue to be the focus of the
Company's marketing strategy as other Core Sheth Families affiliates distribute
similar products throughout the rest of the world.  The Company does anticipate
some increase in sales outside North and South America in fiscal 1997,
primarily in the newer Royal Selections and DCA product lines, and principally
to Core Sheth Families affiliates.

The Company is not dependent upon a single or a few customers, and the loss of
a single or a few customers would not have a material adverse effect on the
Company's business.  In fiscal 1996, 1995, and 1994 no single customer
accounted for more than seven percent of the Company's total sales.

         Suppliers

At present, the Company purchases the glass containers for its fragrances from
European glass manufacturers.  If these products were unavailable from one of
these suppliers, the Company believes that it could purchase such products from
other suppliers without any significant delays.

In addition, the Company purchases specially blended fragrance compounds
principally from a Core Sheth Families affiliate in France.  In the event that
the supplier was unable to provide the compounds, the Company could suffer





                                     Page 5
<PAGE>   6



minor manufacturing delays until the primary suppliers could be replaced by
another Core Sheth Families affiliate or a secondary source.

The Company's ability to satisfy sales orders for its fragrance products is
directly dependent on its ability to manufacture these products.  If the
Company were physically unable to manufacture its products, and inventory and
demand levels were normal, the effect on the Company would in general be
minimal as Core Sheth Families affiliates and others have similar manufacturing
facilities available to support the Company.  However, in instances where
demand for fragrances was strong and the Company had inadequate inventory
levels, the Company would be adversely impacted.  The inability to manufacture
cosmetic pencils at its Texas facility until a secondary source could be
located would have relatively minor adverse effect.

The Company is dependent on the supply of cosmetics, other than cosmetic
pencils, from Core Sheth Families affiliates.  If any of these companies were
to cease or be unable to supply these cosmetic products, the lack of such
products could have an adverse effect on the Company until secondary suppliers
could be located.

         Patents and Trademarks

The Company and a Core Sheth Families affiliate own or have applied for,
substantially all of the product name trademarks for the fragrance and cosmetic
products sold by the Company.  The Company is dependent on the continued use of
these trademarks; however, the cessation of the Company's right to use such
trademarks of the Core Sheth Families affiliate would not have a materially
adverse effect on the Company's business.

         Backlog of Orders

The Company had no substantial backlog of orders at the end of fiscal years
1996, 1995 and 1994.

         Raw Materials

The Company's raw material inventories support the fragrance and cosmetic
pencil manufacturing operations.  The principal components of that inventory
are currently purchased from limited or single sources of supply.  Management
believes the cessation of supply for the fragrance components from any of the
primary suppliers could be replaced by a Core Sheth Families affiliate or a
secondary source with minimal difficulties.

         Environmental Laws

In the opinion of management, compliance by the Company with federal, state and
local laws relating to the protection of the environment has had no material
effect upon the Company's capital expenditures, earnings or competitive
condition.  The Company has reformulated certain of its products to meet the
requirements of the California Air Resources Board, See "Legal Proceedings".

         Competition in the Fragrance and Cosmetics Industry

The fragrance and cosmetics industry is characterized by intense competition,
particularly in the U.S.  While pricing and terms are the principal factors in
competition, product quality, presentation, merchandising and advertising
programs, and customer service (incorporating available inventories and prompt
delivery) are also very important additional competitive features in the
overall industry.

Principal competitors in designer alternative fragrances include Jean Philippe
Fragrances, Inc., Paris Designs, Inc., and Parfums de Coeur, and in budget
cosmetics, Artmatic USA Cosmetics, Wet-N-Wild, and Jordana Cosmetics
Corporation.

While the Company is a significant participant in the value oriented designer
alternative fragrance market and has had historically many of the resources of
the Core Sheth Families available to it, the Company is a relatively small
participant in  the total fragrance and cosmetics industry.  Many of the other
companies in the industry, including virtually all large mass-advertised brand
manufacturers such as Revlon, L'Oreal, Coty, and Proctor and Gamble are well
established and have been in existence for a significantly longer period of
time than the Company.  Such





                                     Page 6
<PAGE>   7



companies have higher leverage and resources such as financial, marketing,
research, manufacturing, and personnel, substantially greater than the Company
will have available in the foreseeable future.  Historically, however, these
large manufacturers have not sought to compete in the same value-oriented
markets in which the Company participates.

         Inventory

The Company maintains finished goods inventory at its Texas, Mexico and Brazil
warehouse facilities to meet the demands of its customers.  Raw material and
work-in-process inventories related to manufacturing of fragrances and cosmetic
pencils are located at the Pleasanton, Texas manufacturing facility.

         Seasonality

The Company's business has historically been subject to seasonal factors
relating to calendar year-end holidays, which has resulted in increased net
sales in the first and fourth quarters of the Company's fiscal year.  The
Company believes that with its range of products, distribution channels, and
promotional activity, it should over time be able  to reduce some of the
differences between quarters, however, the nature of the fragrance market will 
result in a continuation of the pattern.

         Employees

The Company employs approximately 300 people as regular employees.
Additionally, during peak production periods the Company utilizes temporary or
seasonal employees to augment its workforce.  During the past two fiscal peak
production periods the Company has utilized up to 300 seasonal employees.  None
of the Company's employees are covered by a collective bargaining agreement and
management believes that the Company's relationship with its employees is
satisfactory.



ITEM 2.  PROPERTIES

The Company owns a manufacturing plant that consists of a 132,000 square-foot
facility on a 14-acre site in Pleasanton, Texas.  That facility has
approximately 12,000 square feet of office space.

The Company is currently leasing approximately 72,000 square feet of storage,
shipping, and office space for its San Antonio distribution center.  The lease
has an annual rate of $207,000, subject to adjustments, and expires in February
1998.

The San Antonio corporate offices, design studio, and laboratory occupy
approximately 23,000 square feet of office space.  The leases have a current
annual rate of $225,000, subject to adjustments, and expire in January 1998.

The Company also leases approximately 1,000 square feet of sales office space
in New York City and 26,000 square feet of office and distribution space in
Mexico and Brazil.

The Company currently has under lease approximately 1,900 square feet of
facilities that it is subletting.


ITEM 3.  LEGAL PROCEEDINGS

         FREITAS AND KENNER

In October 1994, a suit was filed in Florida state court against the Company,
and two of its directors by Ross Freitas, Carolyn Kenner, Rose Freitas and
Melissa Freitas.  The complaint alleges causes of action by two plaintiffs for
libel and seeks indemnification in connection with the work of the Special
Committee of the Board of Directors that investigated, among other things, a
prior failure to disclose the Core Sheth Families' holdings of Company stock.
The complaint also alleges, on behalf of all four plaintiffs, that the
Company's disclosures relating to these and other





                                     Page 7
<PAGE>   8



matters were fraudulent or negligently misrepresented.  In April 1995, the
court dismissed the complaint without prejudice, in part due to the plaintiffs'
failure to state a claim for relief.  In May 1995 the plaintiffs refiled the
complaint, asserting many of the same claims, and in June 1996, amended their
complaint yet again, naming only the Company and one of its directors as
defendants.  The Company intends to dispute these allegations vigorously and
believes that ultimate disposition of the case will not have a material adverse
effect on its business, financial condition or results of operations.

         INSURANCE POLICY REIMBURSEMENT

During 1995, the Company received a court approved distribution of $2,000,000
from the proceeds of an executive liability and indemnification policy owned by
the Company.  The distribution of $750,000 of the total, plus interest of
approximately $65,000, is being contested by two other claimants under the
policy.  The Company believes that the ultimate disposition of the matter will
not have a material adverse effect on its business, financial condition or
results of operations.

         CALIFORNIA AIR RESOURCES BOARD

Since the effective date (January 1, 1995) of  regulations of the California
Air Resources Board ( the "CARB") with respect to volatile organic compounds
"(VOC's"), the Company has not been in compliance with those regulations. The
Company  was granted a temporary variance from VOC regulations under which the
Company was allowed to continue to manufacture non-complying product until
September 30, 1996.  The variance also allows the Company to continue to sell
its remaining inventory of non-complying products in California until June 30,
1997. The Company had as of September 30, 1996, reformulated all of its
fragrance products to achieve compliance with the VOC regulations.

         EMPLOYMENT CLAIMS

In May 1995, a suit was filed in Texas state court against the Company by the
former in-house counsel for Eurostar, who was terminated approximately 45 days
after his employment commenced and within the probationary period of his
employment arrangement.  Plaintiff filed suit against the Company, making
certain allegations, including breach of contract, violations of various state
and federal laws, retaliatory termination and misrepresentations.  An
out-of-court settlement with the plaintiff was reached in November 1996.

         OTHER

The Company is subject to ordinary and routine litigation arising out of the
conduct of its business.  Management believes that the ultimate disposition of
these proceedings will not have a material adverse effect on the Company's
financial condition.  The Company anticipates that it may incur expenses
related to ongoing litigation involving the non-settling defendants from
previously settled stockholder class action litigation against the Company and
from a related lawsuit against the Company's former auditors.  Any expenses
incurred are not expected to be material to the Company's financial results.





                                     Page 8
<PAGE>   9



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    (a)  MARKET INFORMATION

The Company has a single class of equity securities outstanding, its Common
Stock, $.01 par value ("Common Stock").  The Common Stock is traded
over-the-counter on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market under the symbol "TSAR".  The following
table presents for the periods indicated the quarterly high and low bid
quotations in the over-the-counter market, as quoted by NASDAQ.  These
quotations reflect the inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
========================================================================================
                                           FISCAL 1996               FISCAL 1995
                                       -------------------------------------------------
                                       HIGH          LOW          HIGH         LOW
----------------------------------------------------------------------------------------
            <S>                       <C>          <C>           <C>         <C>
            FIRST QUARTER             $7 1/8       $5 1/4        $5 7/8      $3 7/8
----------------------------------------------------------------------------------------
            SECOND QUARTER            $7 3/4       $6 1/2        $5 5/8      $5 1/8
----------------------------------------------------------------------------------------
            THIRD QUARTER               $8         $7 3/8          $6          $5
----------------------------------------------------------------------------------------
            FOURTH QUARTER            $7 7/8       $7 1/4        $5 1/2        $5
========================================================================================
</TABLE>


On November 21, 1996, the closing bid price for the Company's Common Stock, as
reported by NASDAQ, was    $7 1/32.

    (b)  HOLDERS

As of November 21, 1996, the approximate number of holders of the Company's
Common Stock was approximately 1,350.

    (c)  DIVIDENDS

The Company has paid no cash dividends on the Common Stock since its inception.
The payment by the Company of cash dividends, if any, in the future rests
within the discretion of the Board and will depend, among other things, upon
the Company's earnings, its capital requirements and its financial condition,
as well as other relevant factors.  In addition, the Company's ability to pay
cash dividends is subject to restrictions imposed by the Company's principal
lender.  See Note 5 of the Notes to Consolidated Financial Statements.  The
Company has no plans to pay any cash dividends on the Common Stock in the
foreseeable future.





                                     Page 9
<PAGE>   10



ITEM 6.  SELECTED FINANCIAL DATA

The following is a summary of selected financial data for the Company and its
subsidiaries for each of the last five fiscal years:

<TABLE>
<CAPTION>
===============================================================================================================
                                                             YEARS ENDED AUGUST 31,
                                    ---------------------------------------------------------------------------
                                       1996            1995           1994             1993           1992
---------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>             <C>            <C>             <C>
REVENUES                             $51,720,000    $44,728,000     $51,244,000     $51,690,000     $47,735,000
---------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME                  $(12,053,000)     $(932,000)      $1,390,000    $(4,724,000)      $2,788,000
---------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME PER COMMON
SHARE:                                $(.72)          $(.06)          $.08            $(.28)          $.22

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:                   16,635,888     16,625,341      16,851,644      16,601,048      12,893,233


---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                         $33,767,000    $36,828,000     $40,902,000     $39,116,000     $27,771,000
---------------------------------------------------------------------------------------------------------------
SHORT TERM BORROWINGS                 $9,319,000     $5,383,000      $4,511,000      $2,505,000      $3,630,000
---------------------------------------------------------------------------------------------------------------
LONG TERM DEBT                        $3,234,000     $3,719,000      $4,861,000      $8,168,000      $5,801,000
---------------------------------------------------------------------------------------------------------------
SUBORDINATED LONG TERM DEBT          $12,666,000    $12,666,000     $11,216,000     $10,469,000      $1,409,000
---------------------------------------------------------------------------------------------------------------
CASH DIVIDENDS DECLARED PER
COMMON SHARE                          $ -0-           $ -0-           $ -0-           $ -0-           $-0-
===============================================================================================================
</TABLE>

The Company has significant related party transactions.  See Note 7 of the
Notes to Consolidated Financial Statements.

In fiscal 1993, the Company recorded a $9.5 million (pretax) charge in
connection with settlement of the class action litigation.

The Company has recorded legal and professional expenses of $180,000, $269,000,
$208,000 and $2,758,000 in fiscal 1996, 1995, 1994 and 1993, respectively,
associated with the stockholder litigation and other events that were the
subject of an internal investigation by the Special Committee of the Board.
See Note 14 of the Notes to the Consolidated Financial Statements.

The Company recorded other income of $2,065,000 in connection with receipt of
insurance proceeds in fiscal 1995.  See Note 18 of the Notes to the
Consolidated Financial Statements.

The Company recorded expense of $83,000, $986,000 and $367,000 in fiscal 1996,
1995 and 1994, respectively, associated with the value assigned to the granting
of new common stock purchase warrants related to the settlement of the prior
stockholder class action litigation and to the extension of the exercise date
on existing warrants.

The Company recorded merger related expenses of $76,000 in fiscal 1996 and
$686,000 in fiscal 1995.

During the fourth quarter of fiscal 1996 the Company recorded deferred income
tax expense of $3,881,000 resulting from the establishment of a valuation
allowance for deferred tax assets.  See Note 10 of the Notes to the
Consolidated Financial Statements.





                                    Page 10
<PAGE>   11



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Within the following discussion and analysis, financial information relating to
fiscal years 1995 and 1994 reflects the financial results of the combined
entities of Tristar and Eurostar, which were merged on August 31, 1995.  See
Note 2 of the Notes to Consolidated Financial Statements.  The combination was
treated in a manner similar to a pooling of interests.

RESULTS OF OPERATIONS -- FISCAL 1996 COMPARED TO FISCAL 1995

Tristar markets and distributes products to wholesalers, distributors, chain
stores, specialty chains, mass merchandisers, and independent retail stores in
various markets throughout North and South America.  Net sales for the fiscal
year ended August 31, 1996 were $51,720,000, an increase of 15.6%, compared to
net sales of $44,728,000 in the fiscal year ended August 31, 1995.  The
increase is primarily attributable to the development of the drug and grocery
chain market utilizing the new DCA product line as well as increased sales in
Mexico, Brazil, and other U.S. chains, specialty chains, and mass
merchandisers.  Somewhat offsetting these increases was a loss of sales in the
rest of Latin America and in the U.S. wholesale channel.  The loss in the U.S.
wholesale channel was primarily due to increased competition, a maturation of
that market, a decrease in purchases by customers who ultimately distributed
the Company's products into Latin America, and as a result of repositioning the
Euro Collections fragrance line outside of the wholesale channel in the latter
part of fiscal 1996 in anticipation of the introduction of the new Royal
Selections fragrance line into that channel in early fiscal 1997.

The Company believes that sales will increase in all channels of distribution
in fiscal 1997 primarily as a result of (1) increased customer and consumer
acceptance of the DCA product line introduced in fiscal 1996, (2) the
repositioning of the Euro Collections fragrance line into the retail store
channel and out of the wholesale channel, (3) the successful introduction of
the new Royal Selections fragrance line into the wholesale channel in the first
quarter of fiscal 1997, and (4) the redesign and reintroduction of the budget
Premiere fragrance line.  Sales in Latin America are expected to benefit from
the combined actions of repositioning of the Euro Collections fragrance line
and the introduction of the Royal Selections line.

Overall, the Company's direct exports decreased to $14,524,000, (28%) of net
sales, in fiscal 1996 compared to $16,152,000, (36%) of net sales, in fiscal
1995.  The decrease in direct exports is largely due to political and economic
uncertainties in certain Latin America countries.  In Brazil, the Company
initiated the development of formal channels of distribution after establishing
sales and warehouse facilities in early fiscal 1996.  The Company believes that
the Brazilian market presents a strategic opportunity for growth in sales in
the future.  During fiscal 1996, the Company experienced an increase in the
sales that were lost in Mexico after the economic and political effects of the
Nuevo Peso devaluation in fiscal 1995, which severely affected the purchasing
power of the Mexican population.  After the devaluation, the Company embarked
on a strategy to formalize distribution of the Euro Collections line in Mexico
servicing retail outlets primarily through the Company's warehouse in Mexico
City.  While sales growth was achieved under this distribution strategy, the
economic and political pressures continued in fiscal 1996 and limited such
growth.  The Company believes that sales growth will continue in fiscal 1997.
Sales in the rest of Latin America were down in comparison to fiscal 1995,
primarily as a result of economic and political conditions in several of those
countries.

Included in export sales were sales of $1,997,000 in fiscal 1996 and $1,299,000
in fiscal 1995 to Core Sheth Families affiliates.  See "Business (Suppliers)"
and Note 7 of the Notes to Consolidated Financial Statements.

Approximately two-thirds of the growth in sales resulted from increased sales
in the fragrance lines.  The new DCA fragrance line along with higher sales in
the two discontinued fragrance lines, Club Exclusif and Euro Elegance,
contributed to the growth in sales.  The discontinued lines were sold at prices
significantly below list, therefore generating additional sales, but at reduced
margins.  The Euro Collections line and the Premiere line remained essentially
constant in comparison to fiscal 1995 levels.

Sales growth outside the fragrance lines was principally realized in increased
cosmetic pencil sales and in sales of the new DCA cosmetic line.





                                    Page 11
<PAGE>   12



Of the net sales in fiscal 1996, approximately 12%, or $6,165,000, resulted
from the sale of products purchased from related parties as finished goods.
For fiscal 1995, comparable numbers were 15%, or $6,808,000.  In addition,
fragrance and other products manufactured and sold by the Company included
certain components that were purchased from related parties.  The cost of those
components approximated 8% of cost of sales in fiscal years 1996 and 1995.  See
Note 7 of the Notes to the Consolidated Financial Statements for additional
information.

Tristar's gross profit both in dollar terms and as a percentage of sales
declined in fiscal 1996 as compared to fiscal 1995.  Comparable numbers were
$10,919,000, or 21.1%, in fiscal 1996 and $13,001,000, or 29.1%, in fiscal
1995. Several factors which contributed to this decline were the sale of
discontinued product and product lines at selling prices below normal,
manufacturing variances attributable to costs associated with the introduction
and manufacturing of a new product line, manufacturing variances associated
with the extension of production efforts to meet market demands, and the
write-down of certain inventories to market.  The Company believes that gross
profit as a percentage of sales in fiscal 1997 will improve over the fiscal
1996 levels as manufacturing costs are expected to decrease and sales of
discontinued products are expected to be lower in fiscal 1997. The Company
believes that gross profit in fiscal 1997 will be negatively impacted by
manufacturing variances associated with the extension of production efforts to
meet market demands during the peak season (the first quarter).

Selling, general and administrative expenses ("SG&A") increased in fiscal 1996
to $16,285,000 from the fiscal 1995 level of $11,654,000.  The increase can be
attributed to expenses associated with the introduction of the new DCA product
line, costs to develop new channels of distribution, costs to enter those
channels, growth in support of existing sales channels, and increased support
in other functions within the Company. As a percentage of sales, SG&A was 31.5%
in fiscal 1996 compared to 26.1% in fiscal 1995.  Fiscal 1995 SG&A included
expenses incurred in the relocation of the pencil manufacturing operations from
South Carolina to Texas and an expense of $187,000 to reduce the book value of
the plant and surrounding land in South Carolina to their estimated net
realizable value.

Management believes that SG&A will decrease in dollar terms and as a percentage
of sales in fiscal 1997 as the Company builds on its investments in products
and markets developed in fiscal 1996, and limits significant expenditures on
new products and markets.

Interest expense increased by $718,000 in fiscal 1996 from the 1995 level of
$1,641,000.  This increase is primarily attributable to  increased average
short term borrowings.  The Company believes that interest expense will be
higher in fiscal 1997 due to expected increased borrowing levels under the
revolving credit line as the Company strives to improve its market position in
the United States and Latin America.

Fiscal 1996 expenses included merger related expenses of $76,000, litigation
expenses arising from events related to the shareholder litigation of $189,000,
and $83,000 of expenses related to the amortization of the warrant valuation
asset.  These respective expenses in fiscal 1995 were $686,000, $269,000, and
$986,000.

In fiscal 1995, the Company received a court approved distribution of
$2,000,000 from the proceeds of an executive liability and indemnification
policy owned by the Company.  In addition, a distribution of $65,000 of
interest earned was received.  The distribution of $750,000 of the total has
been contested by two other claimants under the policy.  See "Legal Proceedings
(Insurance Policy Reimbursement)" at page 8.

The Company recorded income tax expense (net of income tax benefits of
$149,000) of $3,732,000 in fiscal 1996 which compared to an expense of $661,000
in fiscal 1995.  The fiscal 1996 amount reflected the reduction of the deferred
tax assets ($3,881,000) to zero as a result of management's reassessment of the
realizability of the asset under the guidelines of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".  While management believes
that the Company will ultimately realize the benefit of the asset, the
uncertainty of when those benefits will be realized, precludes reflecting the
asset on the financial statements as of August 31, 1996.

The Company recorded a net loss of $12,053,000 or $0.72 per share for fiscal
1996.  In fiscal 1995, the Company recorded net loss of $932,000 or $0.06 per
share.





                                    Page 12
<PAGE>   13



Potential Adverse Effects on Results of Operations for Future Periods

The results for fiscal 1997 could be adversely affected by each or all of the
following factors:


1.  Mexican Market. The market for the Company's products continues to be
    negatively impacted as a result of the devaluation of the Mexican Nuevo
    Peso in December 1994 and the subsequent economic and political
    instability.  These factors sharply reduced the purchasing power of the
    Mexican consumer and therefore the demand for the Company's products was
    adversely affected.  Any future significant deterioration of the Peso's
    value would be expected to further adversely affect the Company's sales in
    Mexico and also the collectability of accounts receivable.  The Company
    believes that some of its customers based in the United States sell the
    Company's products (as well as the products of other companies) to
    purchasers who, in turn, may attempt to import goods into Mexico without
    full payment of applicable Mexican taxes and customs duties.  Enhanced
    enforcement efforts by Mexican authorities may have an adverse effect on
    the Company's sales to such customers.

2.  Latin America Economies.  Growth in sales, or even the maintenance of
    existing sales levels, in certain Latin American countries  depends to a
    large extent on the economic health and political stability of those
    countries.  Any deterioration in the economic or political stability in
    such countries could adversely affect sales.

3.  Supply of Products.  The Company's ability to manufacture and to satisfy
    consumer demand for fragrances is dependent on the supply of certain
    components from single sources.  Any inability of these vendors to meet the
    Company's requirements could have an adverse effect on the Company's
    results until an alternative source could be found and/or developed.  In
    addition, the Company is dependent on the supply of cosmetic products,
    other than cosmetic pencils, from Core Sheth Families affiliates.  If such
    affiliates were to cease or be unable to supply these cosmetic products,
    the lack of these products would have an adverse effect on the Company
    until a secondary supplier could be located.

4.  New Markets.  The Company continues to develop and expand sales and
    marketing operations in Latin America.  In the process, the Company incurs
    significant expenses in order to establish a marketing presence and an
    economically viable amount of sales.  There is no assurance that the
    Company will be successful in those endeavors nor that it will recover its
    initial expenses and start up costs.  In addition, certain countries from
    time to time impose strict import restrictions and high levels of taxes on
    imports, all of which could affect the success of sales and marketing
    activities and also affect the profitability of such activities.

5.  Limitations on Working Capital.  The Company experienced a limitation of
    working capital availability in the latter part of fiscal 1996 primarily as
    a result of (1) investments in foreign markets with benefits of those
    investments not projected to accrue to the Company in the immediate future,
    (2) investments in the development and introduction of the new DCA product
    line, (3) the cost of entry into the marketing channel where the new DCA
    product line is currently being sold, and (4) losses incurred on operations
    unrelated to the new DCA product line.  The restricted availability
    resulted in the maximization of borrowings under the Company's credit
    facility and in delaying payments to certain vendors (primarily affiliates
    of the Core Sheth families) beyond customary terms.  While management does
    not anticipate such an event, a severe recurrence in the future could
    restrict the Company's ability to purchase components.  The inability to
    purchase certain components could reduce the Company's ability to
    manufacture product with a resultant negative impact on sales and results
    of operations.

At this time, it is not known whether, or to what degree, the above factors
will have a material adverse impact on the Company's fiscal 1997 results.





                                    Page 13
<PAGE>   14



RESULTS OF OPERATIONS -- FISCAL 1995 COMPARED TO FISCAL 1994

Net sales for the fiscal year ended August 31, 1995 were $44,728,000, a
decrease of 12.7%, compared to net sales of $51,244,000 in the fiscal year
ended August 31, 1994.  This decrease was primarily attributable to the impact
of economic and political conditions on customers in Mexico.

Tristar marketed and distributed products to wholesalers, distributors, chain
stores, mass merchandisers, and independent retail channels in various markets
throughout North and South America.  The Company experienced a loss of sales in
fiscal 1995 in the wholesale channel, primarily because of the decrease in
sales in Mexico, and, to a much lesser extent, from a general decrease in the
market demand in that channel as it matured.  The other channels grew in fiscal
1995 compared to fiscal 1994 primarily in Latin America (excluding Mexico) as
the Company appointed additional distributors and in the U.S. as the Company
continued to expand its marketing efforts in the chain store and mass
merchandising channels.  The independent retail channel continued to remain a
small part of the Company's sales.

Overall the Company's direct exports increased to $16,152,000 (36%) of net
sales in fiscal 1995 compared to $13,057,000 (25%) of net sales in fiscal 1994.
The increase in direct exports was largely due to the increase in activity in
Latin America, excluding Mexico, as the Company continued to expand in those
markets.  In fiscal 1995, the market for the Company's products in Mexico
decreased substantially as a result of economic and political conditions.
Those conditions, which included the devaluation of the Nuevo Peso in December
1994, severely affected the purchasing power of the Mexican population. Both
direct sales to customers in Mexico and  indirect sales into Mexico (product
distributed into Mexico by U. S. based customers) declined substantially in
fiscal 1995 as compared to fiscal 1994, although the precise volume of indirect
sales cannot be determined as customers do not provide such information to the
Company.

Export sales of cosmetic pencils to a Core Sheth Families affiliate increased
in fiscal 1995 to $514,000 from $374,000 in fiscal 1994.  See "(Suppliers)" and
Note 7 of the Notes to Consolidated Financial Statements.

Distribution in the U. S. markets is believed to have remained relatively
constant between fiscal 1995 and fiscal 1994.  As sales to U. S. customers
include product that is ultimately destined for countries outside the U. S., as
noted above, it is not possible to determine precisely the amount of sales that
ultimately remain in the U. S. marketplace.  However, it is believed that while
there was a decline in the wholesale market in the U.S., the growth in the
chain store and mass merchandising channels compensated for such decreases.

In fiscal 1995, the Euro Collections Fragrance line, the Company's largest
revenue producer, was adversely affected (1) by the decline of direct sales
into Mexico, as this was the primary product line purchased by Mexican
customers, (2) by the general decline in the wholesale channel, and (3) by the
maturation of this product line.  Offsetting a significant portion of the
decline was a growth in the sales of this product line into the balance of
Latin America.  In addition, in fiscal 1995, lower sales were realized in the
(1) cosmetics lines, (2) cosmetic pencil line, and (3) Premiere Fragrance line.
Partially offsetting these decreases was a growth in selected toiletry products
introduced in fiscal 1995.

Of the net sales in fiscal 1995, approximately 15%, or $6,808,000, resulted
from the sale of products purchased from related parties as finished goods.
For fiscal 1994, comparable numbers were 12%, or $6,236,000.  In addition,
fragrances and other products manufactured and sold by the Company included
components that were purchased from related parties.  The cost of those
components approximated 8% of cost of sales in fiscal 1995 and 4% in fiscal
1994.  See Note 7 of the Notes to the Consolidated Financial Statements for
additional information and "Business (Suppliers)".

For additional information on products, channels of distribution, customers,
and suppliers, see Business under Item 1.

Tristar's gross profit both in dollar terms and as a percentage of sales
declined in fiscal 1995 as compared to fiscal 1994.  Comparable numbers were
$13,001,000, or 29.1%, in fiscal 1995 and $18,042,000, or 35.2%, in fiscal
1994.  Gross profit in dollar terms decreased as a result of lower sales in
fiscal 1995 and increased cost of product.  The





                                    Page 14
<PAGE>   15



major cause of this decrease in gross profit as a percentage of sales can be
attributed to the decreased purchasing power of the U.S. dollar in certain
foreign markets where components are purchased and to increased packaging
costs.  In addition, the margin percentages were affected by the mix of product
manufactured and sold in fiscal 1995 compared to fiscal 1994.

Selling, general and administrative expenses ("SG&A") decreased in fiscal 1995
to $11,654,000 from the fiscal 1994 level of $12,906,000.  The decrease can be
attributed to restructuring and reduced marketing promotions and advertising
production costs in fiscal 1995.  The expenses involved in closing the South
Carolina distribution center and the costs of selective headcount reductions
increased fiscal 1994 SG&A expenses.  Offsetting the decreases in fiscal 1995
were continued expansion of marketing activities and selective hiring of new
personnel, especially in support of the expansion of Latin America markets.  As
a percentage of sales, SG&A was 26.1% on a lower sales amount in fiscal 1995
compared to 25.2% in fiscal 1994.  Fiscal 1995 SG&A included expenses incurred
in the relocation of the pencil manufacturing operations from South Carolina to
Texas and an expense of $187,000 to reduce the book value of the plant and
surrounding land to their estimated net realizable value.

Interest expense increased $108,000 in fiscal 1995 from the 1994 level of
$1,533,000.  This increase was attributable to several factors including an
increased prime rate in fiscal 1995, increased average short term borrowings,
and a change in the mix of long term debt such that interest rates increased.

Fiscal 1995 expenses included merger related expenses of $686,000, litigation
expenses arising from events related to the shareholder litigation of $269,000,
and $986,000 of expenses related to the amortization of the warrant valuation
asset.  These expenses in fiscal 1994 were $0, $208,000, and $367,000,
respectively.

In fiscal 1995, the Company received a court approved distribution of
$2,000,000 from the proceeds of an executive liability and indemnification
policy owned by the Company.  In addition, a distribution of $65,000 of
interest earned was received.  The distribution of $750,000 of the total has
been contested by other claimants under the policy.  See "Legal Proceedings
(Insurance Policy Reimbursement)" at page 8.

The Company recorded income tax expense, net of benefits, of $661,000 in fiscal
1995 and $1,694,000 in fiscal 1994.

The Company recorded a net loss of $932,000 or $0.06 per share for fiscal 1995.
In fiscal 1994, the Company recorded net income of $1,390,000 or $0.08 per
share.


OTHER MATTERS

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of."  The Company is
required to adopt Statement 121 in fiscal year 1997.  Statement 121 requires
that long-lived assets and certain identifiable intangibles to be held and used
by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  The Company has not completed all of the analyses required to
estimate the impact of the new statement; however, the adoption of Statement
121 is not expected to have a material adverse impact on the Company's
business, financial position or results of operations at the time of adoption.

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation."  The Company is required to adopt Statement 123 in fiscal year
1997.  Statement 123 requires fair value based method of accounting for
stock-based compensation.  The Company has not completed all of the analyses
required to estimate the impact of the new statement; however, the adoption of
Statement 123 is not expected to have a material adverse impact on the
Company's business, financial position or results of operations at the time of
adoption.





                                    Page 15
<PAGE>   16



LIQUIDITY AND CAPITAL RESOURCES

The Company was experiencing a limitation on working capital availability as of
August 31, 1996 primarily as a result of (1) investments in foreign markets
with benefits from those investments not projected in the immediate future, (2)
investments in the development and introduction of the new DCA product line
noted above, (3) the cost of entry into the marketing channel where this new
DCA product line is currently being sold, and (4) losses incurred on operations
unrelated to the new DCA product line.  The restricted availability resulted in
periodic maximization of borrowings under the Company's credit facility and in
the delaying of payments to certain vendors (primarily affiliates of the Core
Sheth Families) beyond customary terms.  The Company established programs in
the last quarter of fiscal 1996 to improve liquidity through increased emphasis
on selling slow moving inventory, through improved management of other
inventories, tightened controls on the utilization of cash in other areas, and
reductions of SG&A expenses and personnel.  The working capital limitations
eased in the first quarter of fiscal 1997 as a result of the above programs
combined with (1) higher sales allowing increased utilization of the credit
facility, (2) cash generated by operations, and (3) the continued ability to
maintain extended payment terms with certain vendors (primarily related
parties).  See further discussion in Potential Adverse Effects on Results of
Operations for Future Periods (No. 5) above and Financing Activities below.

OPERATING ACTIVITIES

Operating activities in fiscal 1996 utilized $3,333,000 in cash.  The cash
utilized was primarily the result of an increase in accounts receivable
($5,368,000), a net loss of $3,473,000 adjusted for non-cash items and a
decrease in income taxes payable ($423,000).  Offsetting the uses of cash were
increases in accounts payable ($5,612,000) and accrued expenses ($275,000).

Accounts receivable grew primarily as a result of increased sales, entry into
new sales channels, varying extended financing terms given to customers, and
extended terms given to foreign customers in order to develop those markets.
The factors contributing to the loss are presented in management's discussion
and analysis of results of operations.  Payment of income taxes for fiscal 1995
resulted in a decrease in income taxes payable.

Accounts payable increased as the Company delayed payments to certain vendors
(primarily affiliates of the Core Sheth Families who beneficially owned 78% of
the Company's outstanding common stock) and increased its purchases for the
newly developed product lines.  An increase of $475,000 in accrued interest on
related party debt was the principal cause for the increase in accrued
expenses.

INVESTING ACTIVITIES

Capital expenditures during fiscal 1996 totaled $1,108,000, primarily for
manufacturing equipment, facilities related items, and computer equipment.
Capital expenditures in fiscal 1995 and 1994 were $787,000 and $1,896,000,
respectively.  Offsetting the fiscal 1996 capital expenditures were the net
proceeds of $580,000 from the building and land in South Carolina that formerly
housed the cosmetic pencil manufacturing operations.  Capital expenditures in
fiscal 1997 are expected to be below the fiscal 1996 level.  Capital
expenditures in fiscal 1997 are expected to be primarily for manufacturing
equipment, and computer equipment and software, with lesser amounts being
invested in equipment for distribution activities.

FINANCING ACTIVITIES

The Company had at August 31, 1996, a revolving credit agreement, amended as of
October 1, 1996, which provided for $15,500,000 of maximum borrowings at the
prime rate (8.25% at August 31, 1996) plus two percentage points per annum,
with additional fees approximating one percentage point per annum.  Borrowings
under this credit agreement are limited to 75% of eligible domestic accounts
receivable, 60% of eligible foreign accounts receivable, 100% of eligible
related party receivables secured by letters of credit, 50% of eligible
finished goods inventories, and 40% of eligible manufacturing inventories.
Eligibility is as defined in the credit agreement. In December 1996, the lender
agreed to extend the expiration date from March 1997 to July 1997 subject to
certain conditions which included a requirement that the Company meet its
budgeted operating results.





                                    Page 16
<PAGE>   17



During fiscal 1996, net short-term borrowings increased by $3,936,000 to
$9,319,000 at August 31, 1996.  As of August 31, 1996, remaining availability
was $669,000, based on the borrowing formulas above. See Note 5 of the Notes to
Consolidated Financial Statements for additional information on the current
line of credit.

The term loan entered into in July 1995 with the same lender as the short term
revolving credit line, provided for borrowings of $3.9 million of which
$3,003,000 were outstanding as of August 31, 1996.  This loan is subject to the
same interest rate, fees, and debt restrictions as listed above for the
revolving credit lines. The loan calls for monthly installments assuming a
maturity date in 2002, however, for financial statement presentation purposes,
the entire loan is considered as current reflecting the July 1997 expiration
date of the credit facility with the lender.

The credit lines are secured by substantially all of the assets of the Company.
The agreements contain material adverse change provisions, as well as certain
restrictions and conditions among which are limitations on cash dividends,
capital expenditures and repayments of a prior financing arrangement with a
related party (See Note 6 of the Notes to the Consolidated Financial
Statements).

Management believes that the Company's revolving line of credit and term loan
(with the same lender) will either be renewed or similar replacement lines of
credit will be put in place upon the expiration of the existing line.  The
expiration date which was in March 1997 has been extended to July 1997 subject
to certain conditions which include the Company continuing to meet projected
results of operations for the year ended August 31, 1997.  While there can be
no assurances, management believes that the Company will continue to meet
projected results of operations.   The Company has initiated a search for a new
lender in the event that the existing line of credit is not renewed.  The line
of credit, together with cash generated by operations and the continued ability
to delay payments to related party vendors as required should provide
sufficient cash to meet the cash requirements of the Company for fiscal 1997.

As of August 31, 1996, the Company was indebted in the amount of $4.7 million
to a Core Sheth Families affiliate under a loan agreement entered into in
August 1993.  In fiscal 1996, there were no borrowings, no debt repayments, nor
any interest payments made by the Company.  The note, which is subordinated to
the commercial lender, bears interest at the rate of 4.5% per annum with
repayment governed by the terms and conditions of the revolving line of credit
with the commercial lender.  On December 11, 1996, the $4.7 million of
subordinated debt was converted into the Company's convertible preferred stock
(See Note 19 of the Notes to the Consolidated Financial Statements).

The settlement of the stockholder class action litigation recorded in May 1993
($9.5 million) resulted in a material change to the Company's long-term debt to
equity ratio.  The Company at August 31, 1996 had outstanding subordinated
long-term debt to a Core Sheth Families affiliate of $8 million related to that
settlement. Notes under this debt bear interest at rates of 6.36% to 8.23% per
annum.  The $8 million is net of a repayment of $1 million made in December
1994 from the proceeds of an executive liability and indemnification policy
owned by the Company (See "Legal Proceedings (Insurance Policy
Reimbursement)").  Repayments of the remaining debt will begin in the year
2001.  Due to the subordination of the debt to senior lenders and the long-term
nature of the debt, the Company does not believe that the increase in the ratio
of long-term debt to equity has an adverse effect on the Company.

As of August 31, 1996, the Company's financial statements reflect accrued
interest of $1,174,000 due on the above related party debt.  A payment waiver
has been obtained from the related party for delinquent interest payments
($265,000) under the $8 million debt as non-payment would be an event of
default under that debt.  Additionally, the Company is delinquent in interest
payments of $491,000 under the $4.7 million portion which does not contain an
event of default clause.

The Company also purchases certain equipment, primarily office furniture,
computer equipment and software, under long- term purchase agreements.  These
are not material to the Company's cash flow.

The Company does not have any plans to pay any cash dividends on the Common
Stock in the foreseeable future.  Further, payments of such dividends are
subject to restrictions imposed by the Company's commercial lender in
connection with the existing revolving lines of credit.





                                    Page 17
<PAGE>   18



INFLATION

During fiscal year ended 1996, and consistent with the Company's 1995 and 1994
fiscal years, inflation did not have a material adverse impact either on the
Company's net sales or income from continuing operations.  However, the
devaluation of the Mexican Nuevo Peso in December 1994 had an impact on the
Company's sales with lower direct exports into Mexico.  See Note 16 of the
Notes to the Consolidated Financial Statements for further discussion.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and financial statement schedules listed
in Item 14(a)(1) and 14(a)(2) are annexed to this report as a separate section.

ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


DISMISSAL OF INDEPENDENT ACCOUNTANT

On September 5, 1995, the Company advised Coopers & Lybrand, L.L.P. ("Coopers")
that the Company intended to retain a different independent accounting firm for
the audit of its financial statements for the year ending August 31, 1995.
Coopers had been engaged as the principal accountant to audit the Company's
consolidated financial statements.

Coopers' reports on the Company's consolidated financial statements for the
fiscal years ended August 31, 1994 and 1993 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that a report filed in connection
with the Company's consolidated financial statements for the year ended August
31, 1993, contained an explanatory paragraph relating to a federal grand jury
investigation being conducted on the Company.  The explanatory paragraph
indicated that because the ultimate outcome of the investigation could not be
determined, no provision for any liability that may result from the
investigation had been made by the Company in the financial statements.

The Audit Committee of the Company's Board of Directors recommended the action
taken with respect to Coopers.

There have been no disagreements with Coopers on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure during the Company's fiscal years ended August 31, 1995 and 1994 or
in the period since the end of the most recent fiscal year which disagreements,
if not resolved to Coopers' satisfaction, would have caused Coopers to make
reference to the subject matter of the disagreement(s) in connection with its
report.

ENGAGEMENT OF NEW INDEPENDENT ACCOUNTANT

KPMG Peat Marwick LLP ("Peat Marwick") has been engaged by the Company as its
new independent principal accountant to audit the Company's consolidated
financial statements.  This engagement was effective as of September 5, 1995.
Peat Marwick was the principal accountant for Eurostar Perfumes, Inc.
("Eurostar") prior to the merger of Eurostar with and into Tristar on August
31, 1995.

Prior to engaging Peat Marwick, Tristar had not consulted with Peat Marwick
during the Company's two most recent fiscal years or in the period since the
end of the most recent fiscal year.





                                    Page 18
<PAGE>   19



PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required under this Item will be contained in the Company's Proxy
Statement for its 1997 Annual Meeting, which is incorporated herein by
reference.

ITEM 11.   EXECUTIVE COMPENSATION

Information required under this Item will be contained in the Company's Proxy
Statement for its 1997 Annual Meeting, which is incorporated herein by
reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required under this Item will be contained in the Company's Proxy
Statement for its 1997 Annual Meeting, which is incorporated herein by
reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required under this Item will be contained in the Company's Proxy
Statement for its 1997 Annual Meeting, which is incorporated herein by
reference.





                                    Page 19
<PAGE>   20



PART IV


ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                 8-K

         (a)     The following documents are filed as part of this report:

         1.      FINANCIAL STATEMENTS:  Consolidated Financial Statements as
                 detailed in the Index to Financial Statements and Schedules
                 for the years ended August 31, 1996, 1995 and 1994, required
                 in response to Item 8 of Part II of this report are annexed to
                 this report as a separate section.

         2.      FINANCIAL STATEMENT SCHEDULES:  Any financial statement
                 schedules for the years ended August 31, 1996, 1995 and 1994,
                 required in Item 8 of Part II of this report are annexed to
                 this report as a separate section.

         (b)     REPORTS ON FORM 8-K:

                 NONE.

         (c)     EXHIBITS

    EXHIBIT INDEX

         3.1     Certificate of Incorporation of the Registrant, as amended.
                 Incorporated by reference to Exhibit 3.1 of the Report on Form
                 8-K dated August 31, 1995.

         3.2     By-Laws of the Registrant (Amended as of August 14, 1992).
                 Incorporated by reference to Exhibit 3.2 of the Annual Report
                 on Form 10-K for the year ended August 31, 1992.

         4       Form of Registrant Common Stock certificate.  Incorporated by
                 reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q
                 for the quarterly period ended February 28, 1993.

         10.1    1991 Amended and Restated Stock Option Plan of the Registrant.
                 Incorporated by reference to Exhibit 10.1 of the Annual Report
                 on Form 10-K for the year ended August 31, 1992.

         10.2    Loan and Security Agreement dated October 8, 1993 between
                 Registrant and Fremont Financial Corporation with Special
                 Provisions Rider.  Incorporated by reference to Exhibit 10.11
                 of the Annual Report on Form 10-K for the year ended August
                 31, 1993.

         10.3    First Amendment to Loan and Security Agreement dated July 7,
                 1995 between the Company and Fremont Financial Corporation,
                 amending Loan and Security agreement dated October 8, 1993.
                 Incorporated by reference to Exhibit 10 to the Quarterly
                 Report on Form 10-Q for the quarterly period ended May 31,
                 1995.

         10.4    Lease Agreement Re: South Carolina Facility.  Incorporated by
                 reference to Exhibit 10(q) of the Annual Report on Form 10-K
                 for the year ended August 31, 1988.

         10.5    Lease Agreement Re: San Antonio Facility.  Incorporated by 
                  reference to Exhibit 10(r) of the Annual Report on Form 10-K
                  for the year ended August 31, 1988.
        




                                    Page 20
<PAGE>   21



         10.6    Lease Agreement Re: San Antonio Facility Extension.
                 Incorporated by reference to Exhibit 10.4.2 of the Annual
                 Report on Form 10-K for the year ended August 31, 1991.

         10.7    Lease Agreement Re: San Antonio Facility Extension dated July
                 7, 1992.  Incorporated by reference to Exhibit 10.3.4 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.8    Lease Agreement Re: San Antonio Facility Extension dated July
                 31, 1992.  Incorporated by reference to Exhibit 10.3.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.9    Lease Agreement Re: Corporate Headquarters in San Antonio
                 dated January 13, 1993, between Northwestern Mutual Life
                 Insurance Co. and Registrant.  Incorporated by reference to
                 Exhibit 10.17 of the Annual Report on Form 10-K for the year
                 ended August 31, 1993.

         10.10   Employment Agreement with Loren M. Eltiste dated October 6,
                 1992.  Incorporated by reference to Exhibit 10.4.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.11   Non-Qualified Stock Option Grant to Loren M. Eltiste dated
                 October 20,1992.  Incorporated by reference to Exhibit 10.26
                 of the Annual Report on Form 10-K for the year ended August
                 31, 1993.

         10.12   Distribution Agreement (the "Distribution Agreement") with
                 Eurostar Perfumes, Inc. and S&J Perfume, Ltd. dated October
                 28, 1992.  Incorporated by reference to Exhibit 10.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.13   Letter Agreement Amendment dated August 30, 1993 to the
                 Distribution Agreement.  Incorporated by reference to Exhibit
                 10.28 of the Annual Report on Form 10-K for the year ended
                 August 31, 1993.

         10.14   Agreement and First Amendment to Distribution Agreement dated
                 October 8, 1993 with Eurostar Perfumes, Inc. and S&J Perfume,
                 Ltd.  Incorporated by reference to Exhibit 10.29 of the Annual
                 Report on Form 10-K for the year ended August 31, 1993.

         10.15   Agreement dated August 31, 1995, among the Company, Eurostar
                 Perfumes, Inc. and Starion International, Ltd., terminating
                 the Distribution Agreement.  Incorporated by reference to
                 Exhibit 10.3 of the Report on Form 8-K dated August 31, 1995.

         10.16   Agreement dated August 31, 1993 between the Core Sheth
                 Families, Viren Sheth, Starion International, Ltd. and the
                 Registrant.  Incorporated by reference to Exhibit 10.31 of the
                 Annual Report on Form 10-K for the year ended August 31, 1993.

         10.17   Financing Agreement dated August 31, 1993 between the Core
                 Sheth Families and the Registrant.  Incorporated by reference
                 to Exhibit 10.32 of the Annual Report on Form 10-K for the
                 year ended August 31, 1993.





                                    Page 21
<PAGE>   22





         10.18   Lease Agreement Re:  Bulk Warehouse Facility in San Antonio
                 dated December 8, 1993, between Northwestern Mutual Life
                 Insurance Co. and Registrant.  Incorporated by reference to
                 Exhibit 10.1 of Quarterly Report on Form 10-Q for period ended
                 November 30, 1993.

         10.19   Employment Agreement between the Company and Eugene H. Karam
                 dated January 14, 1994.  Incorporated by reference to Exhibit
                 10.1 of Quarterly Report on Form 10-Q for period ended
                 February 28, 1994.

         10.20   Incentive Stock Option between the Company and Eugene H. Karam
                 dated February 14, 1994.  Incorporated by reference to Exhibit
                 10.2 of Quarterly Report on Form 10-Q for period ended
                 February 28, 1994.

         10.21   Sub-Lease Agreement Re:  former San Antonio Distribution
                 Facility, dated August 31, 1994, between DHI Enterprises, Inc.
                 d/b/a Service Tech. Supply and Registrant.  Incorporated by
                 reference to Exhibit 10.37 of the Annual Report on Form 10-K
                 for the year ended August 31, 1994.

         10.22   Agreement and Plan of Merger dated as of July 1, 1995, among
                 the Company, Eurostar Perfumes, Inc. and Transvit
                 Manufacturing Corporation.  Incorporated by reference to
                 Exhibit 10.1 of the report on Form 8-K dated August 31, 1995.

         10.23   Amendment to Common Stock Purchase Warrant dated August 31,
                 1995, between the Company and Starion International, Ltd.
                 Incorporated by reference to Exhibit 10.2 of the Report on
                 Form 8-K dated August 31, 1995.

         10.24   Line of Credit Promissory Note dated August 1, 1993, between
                 the Company (original entered into with Eurostar) and Transvit
                 Manufacturing Corporation.  Incorporated by reference to
                 Exhibit 10.26 of the Annual Report on Form 10-K for the year
                 ended August 31, 1995.

         10.25   Loan and Security Agreement dated June 27, 1995, between the
                 Company (originally entered into with Eurostar) and Fremont
                 Financial Corporation with Special provisions Rider.
                 Incorporated by reference to Exhibit 10.27 of the Annual
                 Report on Form 10-K for the year ended August 31, 1995.

         10.26   Employment Agreement between the Company (originally entered
                 into with Eurostar) and Ricardo Bunge dated January 1, 1993,
                 and as amended June 5, 1995.  Incorporated by reference to
                 Exhibit 10.28 of the Annual Report on Form 10-K for the year
                 ended August 31, 1995.

         10.27   Employment Agreement between the Company and Joseph DeKama
                 dated April 19, 1996.  Incorporated by reference to Exhibit 10
                 of Quarterly Report on Form 10-Q for period ended June 1,
                 1996.

         *10.28  Non-Qualified Stock Option Grant to Joseph DeKama dated April
                 19, 1996.

         *10.29  Non-Qualified Stock Option Grant to Viren S. Sheth dated April
                 19, 1996.

         *10.30  Letter Agreement with Transvit Manufacturing Corporation
                 Converting Line of Credit Promissory Note to 666,529 Shares of
                 Series A Convertible Preferred Stock dated December 11, 1996.

         *10.31  Promissory Note between the Company and Joseph DeKama dated 
                 October 1, 1996.





                                    Page 22
<PAGE>   23




         *10.32  Promissory Note between the Company and Joseph DeKama dated
                 October 15, 1996.

          18     Preferability letter from KPMG Peat Marwick LLP regarding
                 change in accounting principles dated November 6, 1995.
                 Incorporated by reference to Exhibit 18 of the Annual Report
                 on Form 10-K for the year ended August 31, 1995.

         *24.1   Consent by Coopers and Lybrand L.L.P. for Fiscal 1994.

         *24.2   Consent by KPMG Peat Marwick LLP for Fiscal 1996 and Fiscal
                 1995.

         -------------------------

         * Attached as Exhibits hereto.





                                    Page 23
<PAGE>   24





                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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.


Date:    December 11, 1996                  TRISTAR CORPORATION               
                                                                              
                                                                              
                                            By: /s/ Viren S. Sheth            
                                               ------------------------------  
                                            VIREN S. SHETH,                   
                                            President and Chief Executive     
                                            Officer                           
                                            (Principal Executive Officer)     
                                                                              
                                            By:  /s/Loren M. Eltiste          
                                               ------------------------------  
                                            LOREN M. ELTISTE,                 
                                            Vice-President and Chief Financial
                                            Officer (Principal Financial      
                                            and Accounting Officer)           
                                         

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Date:    December 11, 1996                  /s/Richard P. Rifenburgh          
                                            ---------------------------------  
                                            RICHARD P. RIFENBURGH, Director   
                                                                              
                                                                              
Date:    December 11, 1996                  /s/Robert R. Sparacino            
                                            ---------------------------------  
                                            ROBERT R. SPARACINO, Director     
                                                                              
                                                                              
Date:    December 11, 1996                  /s/Viren S. Sheth                 
                                            ---------------------------------  
                                            VIREN S. SHETH, Director          
                                                                              
                                                                              
Date:    December 11, 1996                  /s/Aaron Zutler                   
                                            ---------------------------------  
                                            AARON ZUTLER, Director            
                                                                              
                                                                              
Date:    December 11, 1996                  /s/Jay J. Sheth                   
                                            ---------------------------------  
                                            JAY J. SHETH, Director            
                                                                              
                                                                              
                                                                              
                                                                              


<PAGE>   25
                             TRISTAR CORPORATION
                              San Antonio, Texas
                                      
                          ANNUAL REPORT ON FORM 10-K
                                      
                          Year Ended August 31, 1996
                                      
                                      
                      Item 14(a)(1) and (2),(c), and (d)
                                      
           Index to Consolidated Financial Statements and Schedules
                                      
                      Consolidated Financial Statements
                                      
                  Consolidated Financial Statement Schedules
                                      
                               Certain Exhibits
<PAGE>   26



                      TRISTAR CORPORATION AND SUBSIDIARIES


            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


ITEM 14(A)(1) AND (2)


The following consolidated financial statements of TRISTAR CORPORATION and
subsidiaries are included in Item 8:


CONSOLIDATED FINANCIAL STATEMENTS                                    
                                                                     
Reports of Independent Auditors                                      F1 AND F2
                                                                     
Consolidated Financial Statements:                                   
                                                                     
   Balance sheets as of August 31, 1996 and 1995                     F3 AND F4
                                                                     
   Statements of operations for each of the three years              
         in the period ended August 31, 1996                         F5
                                                                     
   Statements of shareholders' equity for each of the                
         three years in the period ended August 31, 1996             F6
                                                                     
   Statements of cash flows for each of the three years in           
         the period ended August 31, 1996                            F7
                                                                     
   Notes to consolidated financial statements                        F8 TO F26
                                                                     

CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedules of TRISTAR CORPORATION
and subsidiaries are included in Item 14(d):

Schedule II - Valuation and qualifying accounts                      F27



All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.





<PAGE>   27



                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of Tristar Corporation:

We have audited the consolidated financial statements of Tristar Corporation
and subsidiaries as of and for the year ended August 31, 1996 and 1995 as
listed in the accompanying index.  In connection with our audits of the
consolidated financial statements, we also have audited the financial statement
schedule for each of the years in the two year period ended August 31, 1996 as
listed in the accompanying index.  These consolidated financial statements and
financial statement schedule are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tristar Corporation
and subsidiaries as of August 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the two year period
ended August 31, 1996 in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedule for
each of the years in the two year period ended August 31, 1996, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

We previously audited and reported on the consolidated statement of operations
and cash flows of Eurostar Perfumes, Inc.  and subsidiaries for the year ended
September 30, 1994, prior to Tristar Corporation's pooling of interests with
Eurostar Perfumes, Inc.  As described in Note 2 to the consolidated financial
statements, Tristar Corporation's financial statements were restated for the
August 31, 1995 combination.  The contribution of Eurostar Perfumes, Inc. and
subsidiaries represented 9% of revenues after elimination of intercompany sales
of $26,725,000 in 1994.  Separate financial statements of Tristar Corporation
included in the 1994 restated consolidated financial statements were audited
and reported on separately by other auditors.  We also audited the combination
of the consolidated financial statements as of and for the year ended August
31, 1994 as listed in the accompanying index, after restatement for the August
31, 1995 pooling of interests; in our opinion, such consolidated statements
have been properly combined on the basis described in Note 2 to the
consolidated financial statements.  We also audited the combination of the
financial statement schedule as of and for the year ended August 31, 1994,
after restatement for the August 31, 1995 pooling of interests; in our opinion,
the schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, has been properly combined on the basis described
in Note 2 to the consolidated financial statements.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for inventories in 1994.



                                                           KPMG PEAT MARWICK LLP


San Antonio, Texas
December 11, 1996





                                      F-1
<PAGE>   28



                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
         of Tristar Corporation

We have audited the consolidated statements of income, shareholders' equity and
cash flows of Tristar Corporation and Subsidiaries for the year ended August 31,
1994, (not presented herein).  In connection with our audits of such financial
statements, we have also audited the related financial statement schedules as
of and for the years then ended (not presented herein). These financial
statements and financial statement schedules are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows 
of Tristar Corporation and Subsidiaries for the year ended August 31, 1994
in conformity with generally accepted accounting principles.  In addition, in
our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.




                                                        COOPERS & LYBRAND L.L.P.



Dallas, Texas
November 11, 1994, except for Note 16
as to which the date is November 22, 1994





                                      F-2
<PAGE>   29

                      TRISTAR CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                        August 31,
                                                               -------------------------
                                                                   1996          1995
                                                               -----------   -----------
                            ASSETS

<S>                                                            <C>               <C>    
Current assets:
  Cash                                                         $   233,000       806,000
  Accounts receivable, less allowance for doubtful accounts
    of $850,000 and $419,000, respectively                       9,522,000     6,038,000
  Accounts receivable - related parties - net                    1,518,000       662,000
  Inventories                                                   12,691,000    14,406,000
  Prepaid expenses                                                 258,000       253,000
  Deferred income taxes                                               --       1,101,000
                                                               -----------   -----------

    Total current assets                                        24,222,000    23,266,000
                                                               -----------   -----------

Property, plant and equipment, less accumulated depreciation
  of $5,391,000  and $3,637,000                                  8,532,000     9,851,000
                                                               -----------   -----------

Other assets:
  Warrant valuation, less accumulated amortization
    of $1,436,000 and $1,353,000, respectively                     653,000       736,000
  Other assets                                                     360,000       195,000
  Deferred income taxes                                               --       2,780,000
                                                               -----------   -----------
    Total other assets                                           1,013,000     3,711,000
                                                               -----------   -----------

Total assets                                                   $33,767,000    36,828,000
                                                               ===========   ===========
</TABLE>





See accompanying notes to the consolidated financial statements









                                      F-3
<PAGE>   30


                      TRISTAR CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                      ----------------------------
                                                                               August 31,
                                                                                   1996
                                                                      ----------------------------
                                                                                       Pro Forma
                                                                                     Shareholders'
                                                                                        Equity
                                                                                       (Note 19)       August 31,
                                                                       Historical     (Unaudited)        1995
                                                                      ------------    ------------    ------------
<S>                                                                     <C>              <C>            <C>       
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Short-term borrowings                                               $  9,319,000                       5,383,000
  Accounts payable--trade                                                5,233,000                       1,982,000
  Accounts payable--related parties - net                                2,900,000                         536,000
  Accrued  bonuses                                                         202,000                          97,000
  Accrued interest expense-subordinated debt                             1,174,000                         603,000
  Other accrued expenses                                                   847,000                       1,248,000
  Income taxes payable                                                      85,000                         508,000
  Current portion of capital lease obligations                              38,000                          30,000
  Current portion of long-term obligations                               3,134,000                       2,118,000
                                                                      ------------                    ------------

    Total current liabilities                                           22,932,000                      12,505,000

Long-term debt, less current portion                                         3,000                       3,044,000
Obligations under capital leases, less current portion                      59,000                          27,000
Subordinated long term debt - related parties, less current portion     12,666,000       8,000,000      11,166,000
                                                                      ------------    ------------    ------------

   Total liabilities                                                    35,660,000       8,000,000      26,742,000
                                                                      ------------    ------------    ------------

Commitments and contingencies

Shareholders' equity (deficit):
  Preferred stock, $.05 par value; authorized 1,000,000 shares;
    666,529 shares issued and outstanding proforma                            --            33,000            --
  Common stock, $.01 par value; authorized 30,000,000 shares;
    issued and outstanding 16,650,176 shares in 1996 and
    16,629,683 shares in 1995                                              167,000         167,000         166,000
  Additional paid-in-capital                                            10,354,000      14,987,000      10,281,000
  Accumulated deficit                                                  (12,414,000)    (12,414,000)       (361,000)
                                                                      ------------    ------------    ------------ 

    Total shareholders' equity (deficit)                                (1,893,000)      2,773,000      10,086,000
                                                                      ============    ============    ============ 

Total liabilities and shareholders' equity                            $ 33,767,000                      36,828,000
                                                                      ============                    ============
</TABLE>




See accompanying notes to the consolidated financial statements





                                      F-4
<PAGE>   31

                      TRISTAR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Years ended August 31
                                                --------------------------------------------
                                                    1996            1995            1994
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>         
Net sales                                       $ 51,720,000    $ 44,728,000    $ 51,244,000

Cost of sales                                     40,801,000      31,727,000      33,202,000
                                                ------------    ------------    ------------

Gross profit                                      10,919,000      13,001,000      18,042,000

Selling, general and administrative expenses      16,285,000      11,654,000      12,906,000

                                                ------------    ------------    ------------

(Loss) income from operations                     (5,366,000)      1,347,000       5,136,000

Other income (expense):
    Interest expense                              (2,359,000)     (1,641,000)     (1,533,000)
    Other expense                                   (434,000)     (1,773,000)       (311,000)
    Insurance reimbursement                             --         2,065,000            --
    Merger/litigation expenses                      (162,000)       (269,000)       (208,000)

                                                ------------    ------------    ------------

(Loss) income before income taxes                 (8,321,000)       (271,000)      3,084,000

Income tax expense                                 3,732,000         661,000       1,694,000
                                                ------------    ------------    ------------

Net (loss) income                               $(12,053,000)   $   (932,000)   $  1,390,000
                                                ============    ============    ============


(Loss) income per common share                  $      (0.72)          (0.06)   $       0.08
                                                ============    ============    ============


Weighted average number of shares outstanding     16,635,888      16,625,341      16,851,644
                                                ============    ============    ============
</TABLE>




See accompanying notes to the consolidated financial statements






                                      F-5
<PAGE>   32



                      TRISTAR CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   YEARS ENDED AUGUST 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                              Common stock            
                                       ----------------------------    Additional      Retained      Receivables
                                          Number                        paid-in        earnings          from
                                         of shares        Amount        capital       (deficit)      shareholders
                                       ------------    ------------   ------------   ------------    ------------
<S>                                      <C>           <C>            <C>            <C>             <C>          
Balance, August 31, 1993                 16,605,713    $    166,000   $  8,079,000   $     11,000    $   (500,000)
Net income                                                                              1,390,000
Contribution to 401(k) Plan                  11,635                         58,000
Exercise of stock options                     2,000                          3,000
Stock warrants                                                           2,089,000

                                       ------------    ------------   ------------   ------------    ------------
Balance, August 31, 1994                 16,619,348    $    166,000   $ 10,229,000   $  1,401,000    $   (500,000)
Adjustment to conform fiscal year of
     Eurostar Perfumes, Inc.                                                             (830,000)
Net loss                                                                                 (932,000)
Contribution to 401(k) Plan                  10,335                         52,000
Repayment of receivable from
     shareholders                                                                                         500,000

                                       ------------    ------------   ------------   ------------    ------------
Balance, August 31, 1995                 16,629,683    $    166,000   $ 10,281,000   $   (361,000)   $       --
Net loss                                                                              (12,053,000)
Exercise of stock options                    10,000                          5,000
Contribution to 401(k) Plan                  10,493           1,000         68,000

                                       ============    ============   ============   ============    ============
Balance, August 31, 1996                 16,650,176    $    167,000   $ 10,354,000   $(12,414,000)   $       --
                                       ============    ============   ============   ============    ============
</TABLE>







See accompanying notes to the consolidated financial statements





                                      F-6
<PAGE>   33



                     TRISTAR CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Years ended August 31
                                                            --------------------------------------------
                                                               1996            1995            1994
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>         
Cash flows from operating activities:
  Net (loss) income                                         $(12,053,000)   $   (932,000)   $  1,390,000
  Adjustments to reconcile net (loss) income to net cash
        (used in) provided by operating activities:
     Depreciation and amortization                             1,847,000       1,611,000       1,412,000
     Provision for losses on accounts receivable               1,028,000         349,000         500,000
     Provision for market valuation of inventory               1,468,000         469,000         600,000
     Provision for LIFO valuation                                198,000         995,000         281,000
     Deferred income tax expense (benefit)                     3,881,000        (537,000)      1,383,000
     Loss on disposal of assets                                    6,000          50,000          71,000
     Reserve for impairment of assets                               --           187,000            --
     Issuance of stock in connection with 401K plan               69,000          52,000          58,000
     Amortization of warrant valuations                           83,000         986,000         367,000
     Change in operating assets and liabilities:
         Accounts receivable                                  (5,368,000)       (522,000)       (411,000)
         Inventories                                              49,000      (3,111,000)       (590,000)
         Prepaid expense                                          (5,000)        169,000         (18,000)
         Refundable income taxes                                    --         1,774,000        (354,000)
         Income taxes payable                                   (423,000)     (1,787,000)       (220,000)
         Accounts payable                                      5,612,000        (337,000)     (2,271,000)
         Accrued expenses                                        275,000        (163,000)      1,444,000
         Other liabilities                                          --            (8,000)         95,000
         Shareholder litigation settlement liability                --        (4,500,000)     (3,500,000)
                                                            ------------    ------------    ------------
      Net cash (used in) provided by operating activities     (3,333,000)     (5,255,000)        237,000
                                                            ------------    ------------    ------------

Cash flows from investing activities:
  Capital expenditures                                        (1,108,000)       (787,000)     (1,896,000)
  Proceeds from sale of investment                                  --           100,000
  Proceeds from sale of fixed assets                             580,000          64,000          26,000
  (Increase) decrease in other assets                           (170,000)       (120,000)       (149,000)
                                                            ------------    ------------    ------------
      Net cash (used in) provided by investing activities       (698,000)       (843,000)     (1,919,000)
                                                            ------------    ------------    ------------

Cash flows from financing activities:
  Net increase (decrease) in short term borrowings             3,936,000         872,000       2,006,000
  Proceeds from long-term subordinated debt                         --         6,500,000       3,500,000
  Payments of subordinated long-term debt                           --        (5,050,000)     (2,753,000)
  Proceeds from long-term debt                                   274,000       3,570,000            --
  Principal payments under debt obligations                      (25,000)       (177,000)        (30,000)
  Principal payments other long-term debt                       (732,000)        (23,000)           --
  Collection on receivable from stockholder                         --           500,000            --
  Proceeds from issuance of common stock                           5,000            --             3,000
                                                            ------------    ------------    ------------
      Net cash provided by (used in) financing activities      3,458,000       6,192,000       2,726,000
                                                            ------------    ------------    ------------
Net increase (decrease) in cash                                 (573,000)         94,000       1,044,000
Cash at beginning of year                                        806,000       1,700,000         656,000
Pooling adjustment to beginning of
   year balance to conform fiscal years                             --          (988,000)           --
                                                            ============    ============    ============
Cash at end of year                                         $    233,000    $    806,000    $  1,700,000
                                                            ============    ============    ============


Supplemental disclosure of cash flow information:
 Cash paid during the year for:
     Interest                                               $  1,786,000    $  1,446,000    $    933,000
     Income taxes paid, net of refunds                      $    293,000    $    672,000    $    958,000
</TABLE>


See accompanying notes to the consolidated financial statements




                                     F-7






<PAGE>   34




                      TRISTAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

AFFILIATION:

The Company, which is primarily owned by companies under the control of the
Core Sheth Families (Starion International, Ltd., a British Virgin Islands
Limited Partnership ("Starion B.V.I.") and Transvit Manufacturing Corporation
("Transvit")), merged with its primary fragrance supplier and manufacturer,
Eurostar Perfumes, Inc., on August 31, 1995.  The merger has been accounted for
in a manner similar to a pooling of interests, as the companies were considered
entities under common control.  See Note 2 for further discussion of the merger
transaction.  The Company operates in one industry segment, the development,
manufacturing, marketing and distribution of designer alternative fragrances,
complementary products to those fragrances, and cosmetic pencils and in the
marketing and distribution of other cosmetic products and selected toiletry
products.

FISCAL YEAR  END:

The Company changed its fiscal year end in 1996 from one ending on August 31 to
a 52-53 week fiscal year ending on the Saturday nearest the last day of the
month of August in each year.  There was no effect on the accompanying
financial statements because the 1996 fiscal year also ended on August 31.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of Tristar
Corporation and all subsidiaries (the "Company").  All significant intercompany
accounts and transactions have been eliminated in consolidation.

INVENTORY:

Inventories are stated at the lower of cost or market.

Approximately 100% and 96% of inventories were determined using the last-in,
first-out (LIFO) method in 1996 and 1995, respectively.  Non-LIFO inventories
were valued using either the first-in, first-out (FIFO) or weighted average
cost methods.  Effective September 1, 1993, the Company changed its method of
accounting for certain inventories from the FIFO method to the LIFO method

PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment are stated at cost.  Depreciation is determined
by the straight-line method over the estimated useful lives of the assets.
Maintenance and repairs are charged to operations.





                                       1
<PAGE>   35



REVENUE RECOGNITION:

Revenue is recognized by the Company when goods are shipped and title passes to
the purchaser.

NET (LOSS) INCOME PER SHARE:

Net (loss) income per share is computed based on the weighted average number of
common shares outstanding during each year and common equivalent shares of
dilutive stock options and warrants.

WARRANT VALUATION:

Common stock purchase warrants related to the Stockholder Class Action
Litigation Settlement were valued using the Black Scholes Method.  Amortization
of the value will be straight line into fiscal 2006.

USE OF ESTIMATES:

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles.  Actual results could
differ from those estimates.

COMMITMENTS AND CONTINGENCIES:

Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties, and other sources are only recorded when it is
probable that a liability has been incurred and the amount can reasonably be
estimated.

FOREIGN CURRENCY TRANSACTIONS:

The Company purchases a significant portion of its inventory for its
manufacturing operations from foreign suppliers.  Such inventory is recorded
using currency exchange rates in effect on the date of purchase.  Gains and
losses on the settlement of accounts payable for such purchases are recorded
based upon the currency exchange rates in effect on the date of settlement.
Gains and losses on accounts payable to be settled subsequent to August 31,
1996, 1995 and 1994 have been provided based upon the currency exchange rates
in effect on August 31, 1996, 1995 and 1994.  Financial statements from foreign
subsidiaries have been translated based on the U.S. dollar being the functional
currency of the subsidiaries.  Assets, with the exception of inventories, fixed
assets, and liabilities are translated at the appropriate period ending
exchange rates.  Inventories and fixed assets are translated at historical
exchange rates.  Results of operations, with the exception of cost of sales,
are translated using the average exchange rates prevailing throughout the year.
Cost of sales is translated at the historic rates of the inventory sold.
Translation gains or losses and exchange gains or losses are reflected in the
Statements of Operations.

The net gain (loss) on transactions in foreign currencies and translation gains
(losses) for the years ended August 31, 1996, 1995 and 1994 were approximately
($95,000), ($94,000), and $59,000, respectively.

PRO FORMA FINANCIAL DATA:

The unaudited pro forma information presented in the accompanying balance sheet
reflects the conversion of $4,666,000 of the subordinated debt into 666,529
shares of the Company's convertible preferred stock effective December 11,
1996, (See Note 19).

2.  MERGER:

On August 30, 1995 the stockholders of Tristar Corporation ("Tristar"),
approved the merger of Eurostar Perfumes, Inc., ("Eurostar"), with and into
Tristar where Tristar is the surviving corporation.  The merger was effective
August 31, 1995.  Under the terms of the agreement the sole stockholder of
Eurostar, Transvit Manufacturing Corporation ("Transvit"), a Core Sheth
Families affiliate, received an aggregate of 9,977,810 shares of Tristar Common
Stock in exchange for all the issued and outstanding shares of Eurostar Common
Stock.  After the merger, the Core Sheth Families beneficially owned
approximately 84% of the outstanding shares of Tristar Common Stock (86%
assuming the exercise of all outstanding warrants).





                                       2
<PAGE>   36




The merger qualified as a tax-free reorganization and was accounted for in a
manner similar to a pooling of interests.  Accordingly, the Company's financial
statements have been restated to include the results of Eurostar for all
periods presented.  All significant intercompany transactions have been
eliminated.

In connection with the merger, the Company recorded transaction costs of
$686,000 in fiscal 1995 and $76,000 in fiscal 1996.  The transaction costs
include expenses for investment bankers and other professional fees.


3.  PROPERTY, PLANT AND EQUIPMENT:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                                  August 31
                                                         1996               1995
                                                   ---------------    ---------------
<S>                                                <C>                <C> 
Land                                               $        33,000    $       266,000
Building                                                 3,762,000          4,442,000
Machinery and equipment                                  8,920,000          7,920,000
Transportation equipment                                   178,000            120,000
Fixtures and equipment                                     795,000            750,000
Leasehold improvements                                     235,000            177,000
                                                   ---------------    ---------------
                                                       13, 923,000         13,675,000
Less accumulated depreciation                           (5,391,000)        (3,637,000)
Less reserve to reduce assets held for sale to                            
   estimated net realizable value                          --                (187,000)
                                                   ---------------    ---------------
                                                   $     8,532,000    $     9,851,000
                                                   ===============    ===============
-----------------------------------------------------------------------------------------
</TABLE>


4.  INVENTORIES:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                            August 31
                                                     1996               1995
                                               ----------------    ---------------
<S>                                            <C>                 <C>
Raw materials                                  $      6,598,000    $     7,269,000
Work-in-process                                         469,000            426,000
Finished goods                                        7,710,000          8,608,000
                                               ----------------    ---------------
                                                     14,777,000         16,303,000
Reserves for market valuation                         (612,000)          (621,000)
LIFO valuation allowance                            (1,474,000)        (1,276,000)
                                               ----------------    ---------------
                                               $     12,691,000    $    14,406,000
                                               ================    ===============
-----------------------------------------------------------------------------------
</TABLE>


5.  SHORT-TERM BORROWINGS:

The Company had at August 31, 1996, a revolving credit agreement, amended as of
October 1, 1996, which provided for $15,500,000 of maximum borrowings at the
prime rate (8.25% at August 31, 1996) plus two percentage points per annum,
with additional fees approximating one percentage point per annum.  Borrowings
under this credit agreement are limited to 75% of eligible domestic accounts
receivable, 60% of eligible foreign accounts receivable, 100% of eligible
related party receivables secured by letters of credit, 50% of eligible
finished goods inventories and 40% of eligible manufacturing inventories.
Eligibility is as defined in the credit agreement.  On December 11, 1996, the
lender advised the Company that  the expiration date would be extended from
March 31, 1997, to July 7, 1997, subject to certain conditions which include
the Company continuing to meet projected results of operations for the year
ended August 31, 1997.  While there can be no assurances, management believes
that the Company will continue to meet projected results of operations.  In the
event that renewal or further





                                       3
<PAGE>   37



extension does not occur, the Company has initiated an effort to locate an
alternative lender to replace the existing lender.

The credit facility is secured by substantially all of the assets of the
Company.  The agreements contain material adverse change provisions, as well as
certain restrictions and conditions among which are limitations on cash
dividends, capital expenditures and repayments of a prior financing arrangement
with a related party (See Note 6).

As of August 31, 1996, remaining availability was $669,000, based on the
borrowing formulas above.


6.  LONG-TERM DEBT:

         Other long-term debt:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                  August 31
                                                       ---------------------------------
                                                           1996              1995
                                                       --------------    ---------------
<S>                                                    <C>              <C>
Term loan                                              $    3,003,000    $  3,417,000
Equipment purchase agreements                                 134,000            245,000
                                                       --------------    ---------------
Total                                                       3,137,000          3,662,000
                                                                            
Current maturities of other long-term debt                  3,134,000            618,000
                                                       --------------    ---------------
                                                       $        3,000    $     3,044,000
                                                       ==============    ===============
-------------------------------------------------------------------------------------------
</TABLE>


The term loan entered into in July 1995 with the same lender as the short term
revolving credit lines, provides for borrowings of $3.9 million.  This loan is
subject to the same debt restrictions listed above for the revolving credit
lines.  The interest rate on this debt is the prime rate (8.25% at August 31,
1996), plus 2% per annum plus additional fees.  The loan calls for monthly
installments assuming a maturity date in 2002.  The expiration date of the loan
is tied to the revolving credit line and accordingly is classified as current
as of August 31, 1996.

The Company is a party to several long term purchase agreements for computer
and other equipment.  Maturity dates range from 1997 to 2000 and interest rates
range from 10.25% to 25.9%.  Such agreements provide for monthly payments.


         Subordinated long-term debt:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                   August 31
                                                                    ----------------------------------------
                                                                            1996                  1995
                                                                    -------------------    -----------------
<S>                                                                 <C>                   <C>
Subordinated Debt-Nevell Investments, S.A., a related party         $        8,000,000             8,000,000
Subordinated Debt-Transvit Manufacturing Corporation, a related
   party                                                                     4,666,000             4,666,000
                                                                    -------------------    -----------------

Total                                                                       12,666,000            12,666,000

Current portion of subordinated long-term debt                               --                    1,500,000
                                                                    -------------------    -----------------
                                                                    $       12,666,000    $       11,166,000
                                                                    ===================    =================
--------------------------------------------------------------------------------------------------------------
</TABLE>





                                       4
<PAGE>   38



Subordinated Debt-Nevell Investments represents loans made by the Core Sheth
Families through their affiliate Nevell Investments, S.A., to finance the
Company's payments under the stockholder litigation settlement (See Note 15).
The debt bears interest at 6.36% to 8.23% per annum and has a term of ten years
with principal payable 20% at the end of the eighth and ninth years and the
remaining 60% payable at the end of the tenth year.  During 1996, the Company
was in default with respect to the subordinated debt as a result of the failure
to make scheduled interest payments.  A waiver was received from the lenders
for such event of default.

The agreement with Transvit, a related party, was entered into in August 1993
with maximum borrowings available of $9 million at an interest rate of 4.5% per
annum.  The maturity date under the agreement was July 31, 1996.  However,
under the short-term revolving credit agreement (See Note 5) with the Company's
commercial lender, this debt was subordinated to the commercial lender's debt
and repayments were restricted by formula.  On December 11, 1996, $4,666,000 of
subordinated debt was converted into the Company's convertible preferred stock,
(see Note 19).





                                       5
<PAGE>   39



Aggregate maturities of long-term debt for each of the five years subsequent to
August 31, 1996 are as follows:

<TABLE>
<CAPTION>
         -----------------------------------------------------------
                     Year ending
                      August 31,          Amount
                    --------------    --------------
                         <S>          <C>
                         1997         $    3,134,000
                         1998               --
                         1999               --
                         2000               --
                         2001                280,000
                                      --------------
                                      $    3,414,000
                                      ==============
         -----------------------------------------------------------
</TABLE>


The above schedule does not include payments on the subordinated long-term debt
to Transvit Manufacturing Corporation as there is no set payment schedule.


7.  RELATED PARTY TRANSACTIONS:

As of August 31, 1996, a majority of the Company's outstanding stock (84%) is
owned by companies under control of the Core Sheth Families.  The acquisition
of this ownership occurred in several stages beginning in February 1986 and
ending in August 1995 as a result of the merger of Tristar and Eurostar
discussed in Note 2.  Effective October 22, 1996, the Core Sheth Families sold
1,000,000 shares of the Company's stock to a business associate.  This reduced
the Core Sheth Families holdings to 78% of the Company's outstanding stock.

The Company purchases finished goods and components from Core Sheth Families
affiliates.  During the fiscal years of 1996, 1995, and 1994 the Company
purchased approximately $7,037,000, $6,285,000, and $7,422,000, respectively,
of such products.

During the years ended August 31, 1996, 1995 and 1994, the Company sold
products to Core Sheth Families affiliates in the amounts of approximately
$1,997,000, $1,299,000, and $1,036,000, respectively.

For the years ended August 31, 1996, 1995 and 1994, the Company incurred fees
to directors of approximately $229,000, $248,000, and $235,000, respectively,
of which approximately $19,000, $23,000 and $12,000 were unpaid at August 31,
1996, 1995 and 1994, respectively.  Such fees related to the Board of
Directors' meetings, other committee meetings and events associated with the
investigation performed by the Special Committee of the Board of Directors,
formed in October 1992 to conduct a review of matters associated with the
Stockholder Class Action Litigation.  See Note 15 for further discussion.

As part of a sale of Common Stock to the Core Sheth Families in 1990, the
Company for $50,000, issued common stock purchase warrants to the Core Sheth
Families to purchase 400,000 shares of the Company's common stock at a per
share price of $2.75.  In connection with the settlement of the shareholder
litigation, the expiration date of these warrants was extended to 2003.

In connection with the settlement of the stockholder class action litigation,
common stock warrants to purchase 2,000,000 shares of the Company's common
stock at a per share price of $5.34 were granted to the Core Sheth Families.
The warrants are exercisable for a period of ten years from their issuance.  A
non-interest bearing receivable in the amount of $500,000 (the cost of the
warrants), was recorded in Shareholder's equity in the fiscal 1993 financial
statements.  This receivable was paid in full in December 1994.  See Note 15
for a description of the litigation settlement.

In recognition that value was received by the Company in return for extending
the expiration date of the warrants to purchase 400,000 shares and the granting
of the new warrants to purchase 2,000,000 shares as described above, the





                                       6
<PAGE>   40



Company utilized the Black Scholes Method to compute the value.  The
computation resulted in the assignment of a value of $2,089,000 (net of the
purchase price of the warrants of $500,000).  This net value was recorded as
part of "Other assets" and as an addition to "Additional paid-in capital".

In fiscal 1996, 1995 and 1994, approximately $83,000, $986,000 and $367,000,
respectively, of the $2,089,000 was charged to Other income (expense).  The
fiscal 1995 amortization expense of $986,000 included additional warrant
amortization expense of approximately $743,000 which resulted from (1) the
write-off of the portion of the warrant valuation associated with the
distribution agreement between Eurostar and Tristar, which was no longer
applicable after the Merger, and (2) the repayment of $1 million of the
subordinated debt with a portion of the proceeds received from the insurance
policy reimbursement (See Note 18).  The remainder of the balance, which is
attributable to the favorable terms of the subordinated long-term financing of
the shareholder litigation settlement provided by the Core Sheth Families, will
be amortized to expense through fiscal 2006 when the final payment is made on
the related subordinated debt.


8.  ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE - RELATED PARTIES:

Related parties are the primary suppliers of the Company's cosmetics and are
also suppliers of certain components.  Related party accounts payable result
from the purchase of those items.  Related party accounts receivable result
from the sale of the Company's products to related parties.  The payables and
receivables balances for individual parties are offset for presentation
purposes and the net balance of accounts receivable or accounts payable is
presented on the balance sheet. Related party payables include payables due
members of the Company's Board of Directors which result, in the normal course
of business, from expenses associated with Board and related committee
meetings.  However, during the fourth fiscal quarter ended August 31, 1995,
additional expenses were incurred which related to the Company's merger with a
related party, Eurostar.  See Note 2 for further discussion of the merger
transaction.  The following summarizes the presentations at August 31, 1996 and
August 31, 1995.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                              AUGUST 31,
                                                                 ------------------------------------   
                                                                     1996                   1995
                                                                 -------------         --------------   
<S>                                                              <C>                  <C>
ACCOUNTS RECEIVABLE:
Total accounts receivable-related parties                        $   1,679,000              1,070,000
                                                                    
Offset amount                                                          161,000                408,000
                                                                 -------------         --------------   
Net related parties receivables                                  $   1,518,000                662,000
                                                                 =============         ==============
ACCOUNTS PAYABLE:                                                   
Total accounts payable-related parties                           $   3,061,000                944,000
                                                                    
Offset amount                                                          161,000                408,000
                                                                 -------------         --------------   
Net related parties payables                                     $   2,900,000                536,000
                                                                 =============         ==============
-----------------------------------------------------------------------------------------------------
</TABLE>





                                       7
<PAGE>   41



9.  LEASES:

At August 31, 1996, the approximate aggregate minimum annual rental payments
under non-cancelable operating leases for facilities, excluding renewals, are
as follows:

<TABLE>
<CAPTION>
                ---------------------------------------------
                              Year ending
                               August 31,        Amount
                              ------------    ------------
                                  <S>         <C>
                                  1997        $    507,000
                                  1998             339,000
                                  1999              87,000
                                  2000              15,000
                                  2001                --
                                              ------------
                                              $    948,000
                                              ============
                ---------------------------------------------
</TABLE>


Certain of the above leases include escalation charges based on increases in
real estate taxes, utilities and common maintenance charges.

Rental expense for the years ended August 31, 1996, 1995 and 1994, amounted to
approximately $423,000, $568,000, and $761,000, respectively.


10.  INCOME TAXES:

Under the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109")
the asset and liability method is used in accounting for income taxes.
Deferred tax balances are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted marginal tax rates and laws that will be in effect when the differences
are expected to reverse.

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                              Current                   Deferred                   Total
                                           ---------------           ----------------           -------------
<S>                                        <C>                      <C>                        <C>
Year ended August 31, 1996
  U.S. Federal                             $      (149,000)          $      3,566,000           $   3,417,000
  State                                              --                       315,000                 315,000
                                           ---------------           ----------------           -------------
                                           $      (149,000)          $      3,881,000           $   3,732,000
                                           ===============           ================           =============
                                                                                                 
Year ended August 31, 1995                                                                       
  U.S. Federal                             $     1,128,000           $      (493,000)           $     635,000
  State                                             70,000                   (44,000)                  26,000
                                           ---------------           ----------------           -------------
                                           $     1,198,000           $      (537,000)           $     661,000
                                           ===============           ================           =============
                                                                                                             
                                                                                                 
Year ended August 31, 1994                                                                       
  U.S. Federal                             $        62,000           $      1,271,000           $   1,333,000
  State                                            249,000                    112,000                 361,000
                                           ---------------           ----------------           -------------
                                           $       311,000           $      1,383,000           $   1,694,000
                                           ===============           ================           =============
--------------------------------------------------------------------------------------------------------------
</TABLE>





                                       8
<PAGE>   42



Income tax expense for the years ended August 31, 1996, 1995, and 1994 differed
from the amounts computed by applying the U.S. federal income tax rate to
(loss) income before income taxes as a result of the following:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                             Years ended August 31,
                                                                    1996                 1995                 1994
                                                              --------------         ------------         ------------
<S>                                                        <C>                           <C>               <C>
Computed expected tax expense (benefit):                      $   (2,829,000)        $    (92,000)        $  1,048,000
Increase (decrease) in income taxes resulting from:                                                
  State income tax net operating loss carryforward                  (250,000)            (220,000)          --
  Merger costs not deductible for income tax purposes                  7,000              248,000           --
  Warrant expenses not deductible for income tax purposes             28,000              335,000              125,000
  Foreign subsidiary loss not deductible for income tax
    purposes                                                         475,000              189,000           --
  State income taxes, net of federal income tax benefit           --                        2,000              276,000
  Foreign sales corporation commissions not subject to 
    income taxes                                                  --                      (34,000)             (36,000)    
  Deferred tax asset valuation allowance                           6,609,000  
  Other, net                                                        (308,000)             233,000              281,000
                                                              --------------         ------------         ------------
Total income tax expense                                      $    3,732,000         $    661,000         $  1,694,000
                                                              ==============         ============         ============
----------------------------------------------------------------------------------------------------------------------
</TABLE>



The significant components of deferred income tax expense attributable to
income before income taxes for the year ended August 31, 1996, 1995 and 1994
are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                Years ended August 31,
                                                                    1996                 1995                 1994
                                                                ------------          ----------          --------------
<S>                                                            <C>                   <C>                 <C>
Deferred tax expense (benefit) (exclusive of the effects
  of other components below)                                    $ (2,728,000)        $ (537,000)         $    1,383,000
Increase in beginning-of-the-year balance of the valuation
  allowance for deferred tax assets                                6,609,000                 --                      --
                                                                ------------          ----------          --------------
                                                                $  3,881,000          $ (537,000)         $    1,383,000
                                                                ============          ==========          ==============
-------------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       9
<PAGE>   43



The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at August 31, 1996 and
1995 are presented below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                           AUGUST 31,
                                                                                    1996                   1995
                                                                             -------------------    ------------------
<S>                                                                          <C>                      <C>
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful accounts
  and sales returns                                                                      509,000               154,000
Inventories, principally due to allowance for obsolescence and difference
  ain LIFO reserve, and certain costs capitalized for tax purposes                       176,000               909,000
Start-up, organizational costs, and packaging design costs                               264,000               235,000
Accrued expenses, principally due to accrual of related party interest                   536,000                44,000
  for financial reporting purposes
Net operating loss carryforward                                                        4,946,000             3,099,000
Alternative minimum tax credit carryforwards                                             204,000               111,000
Investments in foreign subsidiaries, principally due to foreign
  losses not recognized for tax purposes                                                 648,000             --
                                                                             -------------------    ------------------
Total gross deferred tax assets                                                        7,283,000             4,552,000
Less valuation allowance                                                              (6,609,000)            --
                                                                             -------------------    ------------------
Net deferred tax assets                                                                  674,000             4,552,000
                                                                             -------------------    ------------------
Deferred tax liabilities:                                                                         
Plant and equipment, principally due to differences in depreciation and                           
  capitalized interest                                                                  (674,000)            (665,000)
Other                                                                                  --                      (6,000)
                                                                             -------------------    ------------------
Total deferred tax liabilities                                                          (674,000)            (671,000)
                                                                             -------------------    ------------------
Net deferred tax asset                                                       $         --           $        3,881,000
                                                                             ===================    ==================
-----------------------------------------------------------------------------------------------------------------------
</TABLE>



The valuation allowance for deferred tax assets as of September 1, 1995 was $0.
The net change in the total valuation allowance for the year ended August 31,
1996 was an increase of $6,609,000.  In assessing the realizability of deferred
tax assets under the guidelines of Standards of Accounting Standards (SFAS) No.
9, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible.  Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment.  While management anticipates ultimately realizing the
deferred tax assets as of August 31, 1996 by generating future taxable income,
in accordance with SFAS No. 9 management has established a valuation allowance
of $6,609,000 at August 31, 1996 to reduce the net deferred tax asset to zero
due to the uncertainty of realizing the benefits of these deductible
differences.

At August 31, 1996, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $11,917,000 which are available to
offset future federal taxable income, if any, through 2011.  The Company also
has alternative minimum tax credit carryforwards of approximately $204,000
which are available to reduce future federal regular income taxes, if any, over
an indefinite period.





                                       10
<PAGE>   44



11.  FAIR VALUE OF FINANCIAL INSTRUMENTS:


FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments
defines the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying amounts and estimated fair values of the Company's financial
instruments at August 31, 1996 and 1995 are as follows:

The carrying amounts of the financial assets of cash, accounts receivable -
net, and accounts receivable - related parties - net and the financial
liabilities of short-term borrowings, accounts payable - trade, and accounts
payable - related parties - net, approximate their respective fair value
because of the short term maturity of those instruments.

The carrying amount of long-term debt approximates fair value as the interest
rates approximate those currently offered to the Company for debt with similar
maturities.

The carrying amount of subordinated long-term debt consists of two components;
one of $8,000,000 and the other of $4,666,000.  The $8,000,000 component's fair
value is estimated by discounting the future cash flows at a rate estimated to
be obtainable by the Company for similar debt instruments of comparable
maturities.  The discounted future cash flows provide an estimated fair value
of $6,550,000 based on current market interest rates.  The fair value of the
second component of $4,666,000 which bears interest at a rate of 4.5% per annum
could not be estimated as there is not a fixed maturity date nor is there a
fixed repayment schedule.

12.  SHAREHOLDERS' EQUITY:

The Company has a stock option plan, the Amended and Restated Option Plan (the
"1991 Plan"), which allows for granting both incentive and non-incentive
options, totaling 800,000 shares to key employees.

Options under the 1991 Plan expire ten years from the date of grant.  No shares
acquired upon exercise of an option may be sold within six months from the date
of grant of such option.  The option price, determined by the Board of
Directors, shall not be less than fair market value of the common stock at the
time of grant, and not less than 110% of such fair market value if granted to
an individual owning more than 10% of the then issued and outstanding shares of
the Company's common stock.  To the extent that the aggregate fair market value
(determined as of the date an option is granted) of shares with respect to
which incentive stock options are exercisable for the first time by an optionee
in any calendar year exceeds $100,000, such options shall be treated as
non-incentive options.





                                       11
<PAGE>   45




<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                             Options Outstanding
                                           Shares         -------------------------------------------------------
                                        Available To              Number                              Price
                                           Grant                 Of shares                            Ranges
----------------------------------------------------      ----------------------             --------------------
<S>                                        <C>              <C>                             <C>
Balance at August 31, 1993                  377,200                      103,000  *             $0.50 to $8.125

Options Granted                            (99,420)                       99,420                    $5.3750
Options Exercised                           --                           (2,000)                    $1.4375
Options Canceled/Terminated                 --                     --
                                         -----------      ----------------------             --------------------
Balance at August 31, 1994                  277,780                      200,420  **            $0.50 to $8.125
                                                                                                               

Options Granted                             --                     --
Options Exercised                           --                     --
Options Canceled/Terminated                 --                     --
                                         -----------      ----------------------             --------------------
Balance at August 31, 1995                  277,780                      200,420  ***           $0.50 to $8.125
                                                                                                               

Options Granted                             --                     --
Options Exercised                           --                          (10,000)                     $0.50
Options Canceled/Terminated                 --                     --
                                         -----------      ----------------------             --------------------
Balance at August 31, 1996                  277,780                      190,420  ****         $1.0625 to $8.125
                                         ===========      ======================             ====================            
-----------------------------------------------------------------------------------------------------------------
</TABLE>


*        All options outstanding were exercisable at August 31, 1993.

**       101,000 shares of the outstanding balance were exercisable as of
         August 31, 1994.  

***      134,000 shares of the outstanding balance were exercisable as of 
         August 31, 1995.  

****     157,280 shares of the outstanding balance were exercisable as of 
         August 31, 1996.





                                       12
<PAGE>   46



The Company has three non-qualified stock option plans under which options were
granted to certain officers as shown in the following table.  These options are
not part of the 1991 Plan.


<TABLE>
<CAPTION>
==================================================================================================
                                                          Quantity
                                          Number of       exercisable at
Date of Grant        Price per Share      Shares          8/31/96             Exercise Period
--------------------------------------------------------------------------------------------------
<S>                      <C>             <C>              <C> <C>           <C>                  
October 1992             $6.8750          66,206           66,206            3 Annual Increments  
April 1996               $7.5625          50,000           50,000            Immediate            
April 1996               $7.5625         480,000              --             3 Annual Increments  
==================================================================================================
</TABLE>



The officer who was granted the above 50,000 share non-qualified option has the
opportunity to obtain additional options for shares totaling 200,000 shares.
These additional options will be granted based on performance.

The Company has 1,064,406 common shares reserved for future issuance as stock
options (277,780 available to grant and 786,626 granted, but not exercised) and
2,400,000 shares reserved for warrants (Notes 7 and 15).


13.  BENEFIT PLAN:

Substantially all of the Company's full time employees are eligible to
participate in the Company's 401(k) Plan.  The Plan specifies that one-half of
the Company's matching contribution is to be paid by the issuance of common
stock based on the closing price at the end of each calendar quarter.  During
fiscal 1996, 1995 and 1994, a total of 10,493, 10,335, and 11,635,
respectively, of such shares were issued to the Plan.  Contributions including
the issuance of Common Stock to the Plan were $137,000 in 1996, $118,000 in
1995, and $108,000 in 1994.


14.  COMMITMENTS AND CONTINGENCIES:

FREITAS AND KENNER

In October 1994, a suit was filed in Florida state court against the Company,
and two of its directors by Ross Freitas, Carolyn Kenner, Rose Freitas and
Melissa Freitas.  The complaint alleges causes of action by two plaintiffs for
libel and seeks indemnification in connection with the work of the Special
Committee of the Board of Directors that investigated, among other things, a
prior failure to disclose the Core Sheth Families' holdings of Company stock.
The complaint also alleges, on behalf of all four plaintiffs, that the
Company's disclosures relating to these and other matters were fraudulent or
negligently misrepresented.  In April 1995, the court dismissed the complaint
without prejudice, in part due to the plaintiffs' failure to state a claim for
relief.  In May 1995 the plaintiffs refiled the complaint, asserting many of
the same claims, and in June 1996, amended their complaint yet again, naming
only the Company and one of its directors as defendants.  The Company intends
to dispute these allegations vigorously and believes that ultimate disposition
of the case will not have a material adverse effect on its financial condition.


CALIFORNIA AIR RESOURCES BOARD

Since the effective date (January 1, 1995) of  regulations of the California
Air Resources Board ( the "CARB") with respect to volatile organic compounds
"(VOC's"), the Company has not been in compliance with those regulations.  The
Company was granted a temporary variance from VOC regulations under which the
Company was allowed to continue to manufacture non-complying product until
September 30, 1996.  The variance also allows the Company to continue to sell
its remaining inventory of non-complying products in California until June 30,
1997.  The





                                       13
<PAGE>   47



Company had as of September 30, 1996, reformulated all of its fragrance
products to achieve compliance with the VOC regulations.


OTHER

The Company is subject to ordinary and routine litigation arising out of the
conduct of its business.  Management believes that the ultimate disposition of
any of these proceedings will not have a material adverse effect on the
Company's financial condition.


15.  CLASS ACTION LITIGATION:

In December 1993, the Company reached an agreement to settle stockholder class
action litigation regarding alleged violations of the federal securities laws,
as well as common law fraud and negligence in connection with, among other
things, the nondisclosure of the ownership interest of the Core Sheth Families
prior to 1992, for a cash payment of $9.5 million.  The settlement resulted in
a release of claims by the plaintiff class against the Company and certain
other defendants.  Utilizing $9 million obtained under a financing agreement
with the Core Sheth Families, (See Note 7), the Company paid the total
settlement in four installments ($1.5 million in August 1993, $900,000 in
January 1994, $2.6 million in May 1994, and $4.5 million in December 1994).

In connection with the settlement, common stock purchase warrants to purchase
2,000,000 shares of the Company's common stock at a per share price of $5.34
were granted to the Core Sheth Families.  The warrants are exercisable for a
period of ten years from their issuance.  A non-interest bearing receivable in
the amount of $500,000 (the cost of the warrants), recorded in Shareholder's
Equity in the fiscal 1993 financial statements, was paid in December 1994.  The
per share price of the common stock under the warrants will increase by ten
percent per year after the first seven years.  As part of the settlement, the
Company also extended to August 31, 2003, the exercise date of warrants held by
a Core Sheth Families affiliate to purchase 400,000 shares of the Company's
common stock.

In recognition that value was received by the Company in return for extending
the expiration date of the warrants to purchase 400,000 shares and the granting
of the new warrants to purchase 2,000,000 shares as described above, the
Company utilized the Black Scholes Method to compute the value.  The
computation resulted in the assignment of a value of $2,089,000 (net of the
purchase price of the warrants of $500,000).  This net value was recorded as
part of "Other assets" and as an addition to "Additional paid-in capital" in
fiscal 1994.

The class action settlement included a provision that protects the Company and
other settling defendants against further liability to the class for damages in
connection with related ongoing litigation.

The Company anticipates that it will continue to incur litigation expenses
related to ongoing litigation involving the defendants not covered under the
class action litigation settlement and related to a lawsuit against the
Company's former auditors separate from, but related to, the stockholder class
action against the Company.  Any expenses incurred are not expected to be
material to the Company's financial results.

The Company has recorded legal and professional expenses associated with the
stockholder litigation settlement and other related events that were the
subject of an internal investigation by a Special Committee of the Board of
Directors.  These expenses were approximately $180,000, $269,000, and $208,000
in fiscal 1996, 1995, and 1994, respectively.


16.  FOREIGN SALES

The Company exports a significant portion of its sales directly or through its
Mexican and Brazilian subsidiaries to foreign customers.  For the years ended
August 31, 1996, 1995, and 1994, these sales were $14,524,000 (28% of net





                                       14
<PAGE>   48



sales), $16,152,000 (36% of net sales), and $13,057,000 (25% of net sales),
respectively.  These customers were primarily located in Latin America.  In
addition, certain U.S. based customers ultimately distribute the Company's
products in foreign countries ("indirect exports").  The volume of the indirect
exports, which may be significant, could only be estimated as customers do not
provide that information to the Company.

17.  QUARTERLY RESULTS (UNAUDITED):

As discussed in Note 2, Tristar merged with its primary fragrance supplier
Eurostar at August 31, 1995.  The following tables reflect the restatement of
the first three quarters of fiscal 1995 for the merger, which was treated in a
manner similar to a pooling of interests.


<TABLE>
<CAPTION>
============================================================================================================
                                                                    1996
                                                                      QUARTER ENDED
------------------------------------------------------------------------------------------------------------
                                      Dec. 2             Mar. 2                Jun. 1             Aug. 31
                                  --------------    ---------------       ---------------    ---------------
<S>                            <C>                <C>                   <C>                <C>
Net Sales                         $   17,403,000    $    10,112,000       $    10,997,000    $    13,208,000
Gross Profit                           4,578,000          1,923,000             2,314,000          2,104,000
Net Income (loss)                        204,000        (2,478,000)           (3,133,000)        (6,646,000)
Net Income (loss) Per Share                                                                   
                                  $          .01    $         (.15)       $         (.19)    $         (.40)
============================================================================================================
</TABLE>        


<TABLE>
<CAPTION>
============================================================================================================
                                                                    1995
                                                                QUARTER ENDED
------------------------------------------------------------------------------------------------------------
                                      Nov. 30           Feb. 28               May 31              Aug. 31
                                  --------------    ---------------       ---------------    ---------------
<S>                              <C>                <C>                <C>                  <C>
Net Sales                        $   15,075,000     $    8,410,000        $   8,935,000      $    12,308,000
Gross Profit                          4,692,000          2,570,000            2,403,000            3,336,000
Net Income (loss)                     1,357,000          (465,000)            (450,000)          (1,374,000)
Net Income (loss) Per Share                                                                   
                                 $          .08     $        (.03)        $       (.03)      $         (.08)
============================================================================================================
</TABLE>

The fourth quarter of fiscal 1996 includes $3,881,000 of deferred income tax
expense (See Note 10) resulting from the establishment of a valuation allowance
for deferred tax assets.

The fourth quarter of fiscal 1995 included insurance proceeds of $815,000 (See
Note 18); merger related expenses of $686,000; and warrant amortization of
$743,000 related to the write-off of the portion of the warrant valuation
associated with the distribution agreement that was in existence between
Eurostar and Tristar prior to the Merger and the repayment of $1 million of the
subordinated debt.

The summation of the quarterly earnings per share may not be equal to the
annual earnings per share due to rounding.





                                       15
<PAGE>   49



18.  PROCEEDS OF AN EXECUTIVE LIABILITY AND INDEMNIFICATION POLICY

In November 1994, the United States District Court for the District of South
Carolina approved the disbursement of $1.25 million to the Company from the
proceeds of an executive liability and indemnification policy owned by the
Company, which is recorded under other income in the accompanying financial
statements.  In December 1994, $1,000,000 of the proceeds were utilized to
repay a portion of the existing long term subordinated debt in accordance with
the financing agreement with the Core Sheth Families, a related party.

In June 1995, the Company received the balance ($750,000) of the proceeds of
the policy as well as approximately $65,000 of interest earned during the
period the court held the proceeds, all of which is recorded under other income
in the accompanying financial statements.  This court approved distribution has
been appealed by two other claimants under the policy.

19.  LIQUIDITY AND SHAREHOLDERS' EQUITY (DEFICIT)

The Company experienced a limitation on working capital in the latter part of
fiscal 1996.  During this period, the Company periodically maximized borrowings
under its credit facility and was required to extend payment terms to vendors,
primarily related parties, beyond customary terms.  The Company, on December
11, 1996, was notified by the lender of the existing short term credit
facilities that the lender would extend the expiration date of the facilities
from March 31, 1997 to July 7, 1997, subject to the Company meeting certain
conditions which include meeting projected results of operations for the year
ended August 31, 1997.  While there can be no assurances, management believes
that the Company will continue to meet projected results of operations.
Management expects that the existing agreement will be further extended or
renewed, however, in the event that a renewal or extension does not occur, the
Company has initiated an effort to locate an alternative lender to replace the
existing lender.

To strengthen the financial position of the Company, effective December 11,
1996, Transvit Manufacturing Corporation, a related party and principal
stockholder, agreed to convert a $4,666,000 subordinated note payable
outstanding at August 31, 1996, into 666,529 shares of the Company's preferred
stock.  The conversion is reflected in the accompanying balance sheet on a pro
forma basis.  The preferred stock has cumulative preferred dividends of $0.315
per share and a preferred distribution of $7.00 per share plus accrued and
unpaid dividends.  The stock is convertible, at the option of Transvit, into
the Company's common stock, at a conversion price of $7.00 per share.  The
Company can redeem the shares at the same price per share.





                                       16
<PAGE>   50
                                 SCHEDULE II

                     TRISTAR CORPORATION AND SUBSIDIARIES
                      VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
               Column A                    Column B                 Column C                     Column D         Column E
---------------------------------------------------------------------------------------------------------------------------------
                                                        ---------------------------------------
                                                                    Additions
                                                        ---------------------------------------
                                                               (1)                 (2)
                                          Balance at       Charged to          Charged to                          Balance at
                                          beginning         costs and        other accounts-     Deductions-          end
                                          of period         expenses            describe          describe *       of period
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>                                     <C>              <C>     
 Allowance for doubtful accounts:

 Year ended August 31, 1996                    $419,000        $1,028,000                              $597,000         $850,000

 Year ended August 31, 1995                    $589,000          $349,000                              $519,000         $419,000

 Year ended August 31, 1994                    $314,000          $500,000                              $225,000         $589,000

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


          *  Uncollectible accounts written off, net of recoveries.




<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
               Column A                    Column B                  Column C                      Column D         Column E
---------------------------------------------------------------------------------------------------------------------------------
                                                        ---------------------------------------
                                                                    Additions
                                                        ---------------------------------------
                                                               (1)                 (2)
                                          Balance at       Charged to          Charged to                          Balance at
                                          beginning         costs and        other accounts-     Deductions-          end
                                          of period         expenses           describe**        describe ***      of period
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>                   <C>             <C>                <C>     
Inventory reserves:

 Year ended August 31, 1996                    $621,000        $1,666,000            ($198,000)      $1,477,000         $612,000

 Year ended August 31, 1995                    $750,000        $1,229,000            ($995,000)        $363,000         $621,000

 Year ended August 31, 1994                    $422,000          $600,000                              $272,000         $750,000

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

          **   Transfer to LIFO Valuation
          ***  Lower of cost or market adjustment.


                                     F-27

<PAGE>   51





EXHIBIT INDEX

         3.1     Certificate of Incorporation of the Registrant, as amended.
                 Incorporated by reference to Exhibit 3.1 of the Report on Form
                 8-K dated August 31, 1995.

         3.2     By-Laws of the Registrant (Amended as of August 14, 1992).
                 Incorporated by reference to Exhibit 3.2 of the Annual Report
                 on Form 10-K for the year ended August 31, 1992.

         4       Form of Registrant Common Stock certificate.  Incorporated by
                 reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q
                 for the quarterly period ended February 28, 1993.

         10.1    1991 Amended and Restated Stock Option Plan of the Registrant.
                 Incorporated by reference to Exhibit 10.1 of the Annual Report
                 on Form 10-K for the year ended August 31, 1992.

         10.2    Loan and Security Agreement dated October 8, 1993 between
                 Registrant and Fremont Financial Corporation with Special
                 Provisions Rider.  Incorporated by reference to Exhibit 10.11
                 of the Annual Report on Form 10-K for the year ended August
                 31, 1993.

         10.3    First Amendment to Loan and Security Agreement dated July 7,
                 1995 between the Company and Fremont Financial Corporation,
                 amending Loan and Security agreement dated October 8, 1993.
                 Incorporated by reference to Exhibit 10 to the Quarterly
                 Report on Form 10-Q for the quarterly period ended May 31,
                 1995.

         10.4    Lease Agreement Re: South Carolina Facility.  Incorporated by
                 reference to Exhibit 10(q) of the Annual Report on Form 10-K
                 for the year ended August 31, 1988.

         10.5    Lease Agreement Re: San Antonio Facility.  Incorporated by
                 reference to Exhibit 10(r) of the Annual Report on Form 10-K
                 for the year ended August 31, 1988.

         10.6    Lease Agreement Re: San Antonio Facility Extension.
                 Incorporated by reference to Exhibit 10.4.2 of the Annual
                 Report on Form 10-K for the year ended August 31, 1991.

         10.7    Lease Agreement Re: San Antonio Facility Extension dated July
                 7, 1992.  Incorporated by reference to Exhibit 10.3.4 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.8    Lease Agreement Re: San Antonio Facility Extension dated July
                 31, 1992.  Incorporated by reference to Exhibit 10.3.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.9    Lease Agreement Re: Corporate Headquarters in San Antonio
                 dated January 13, 1993, between Northwestern Mutual Life
                 Insurance Co. and Registrant.  Incorporated by reference to
                 Exhibit 10.17 of the Annual Report on Form 10-K for the year
                 ended August 31, 1993.





<PAGE>   52



         10.10   Employment Agreement with Loren M. Eltiste dated October 6,
                 1992.  Incorporated by reference to Exhibit 10.4.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.11   Non-Qualified Stock Option Grant to Loren M. Eltiste dated
                 October 20,1992.  Incorporated by reference to Exhibit 10.26
                 of the Annual Report on Form 10-K for the year ended August
                 31, 1993.

         10.12   Distribution Agreement (the "Distribution Agreement") with
                 Eurostar Perfumes, Inc. and S&J Perfume, Ltd. dated October
                 28, 1992.  Incorporated by reference to Exhibit 10.5 of the
                 Annual Report on Form 10-K for the year ended August 31, 1992.

         10.13   Letter Agreement Amendment dated August 30, 1993 to the
                 Distribution Agreement.  Incorporated by reference to Exhibit
                 10.28 of the Annual Report on Form 10-K for the year ended
                 August 31, 1993.

         10.14   Agreement and First Amendment to Distribution Agreement dated
                 October 8, 1993 with Eurostar Perfumes, Inc. and S&J Perfume,
                 Ltd.  Incorporated by reference to Exhibit 10.29 of the Annual
                 Report on Form 10-K for the year ended August 31, 1993.

         10.15   Agreement dated August 31, 1995, among the Company, Eurostar
                 Perfumes, Inc. and Starion International, Ltd., terminating
                 the Distribution Agreement.  Incorporated by reference to
                 Exhibit 10.3 of the Report on Form 8-K dated August 31, 1995.

         10.16   Agreement dated August 31, 1993 between the Core Sheth
                 Families, Viren Sheth, Starion International, Ltd. and the
                 Registrant.  Incorporated by reference to Exhibit 10.31 of the
                 Annual Report on Form 10-K for the year ended August 31, 1993.

         10.17   Financing Agreement dated August 31, 1993 between the Core
                 Sheth Families and the Registrant.  Incorporated by reference
                 to Exhibit 10.32 of the Annual Report on Form 10-K for the
                 year ended August 31, 1993.

         10.18   Lease Agreement Re:  Bulk Warehouse Facility in San Antonio
                 dated December 8, 1993, between Northwestern Mutual Life
                 Insurance Co. and Registrant.  Incorporated by reference to
                 Exhibit 10.1 of Quarterly Report on Form 10-Q for period ended
                 November 30, 1993.

         10.19   Employment Agreement between the Company and Eugene H. Karam
                 dated January 14, 1994.  Incorporated by reference to Exhibit
                 10.1 of Quarterly Report on Form 10-Q for period ended
                 February 28, 1994.

         10.20   Incentive Stock Option between the Company and Eugene H. Karam
                 dated February 14, 1994.  Incorporated by reference to Exhibit
                 10.2 of Quarterly Report on Form 10-Q for period ended
                 February 28, 1994.





<PAGE>   53



         10.21   Sub-Lease Agreement Re:  former San Antonio Distribution
                 Facility, dated August 31, 1994, between DHI Enterprises, Inc.
                 d/b/a Service Tech. Supply and Registrant.  Incorporated by
                 reference to Exhibit 10.37 of the Annual Report on Form 10-K
                 for the year ended August 31, 1994.

         10.22   Agreement and Plan of Merger dated as of July 1, 1995, among
                 the Company, Eurostar Perfumes, Inc. and Transvit
                 Manufacturing Corporation.  Incorporated by reference to
                 Exhibit 10.1 of the report on Form 8-K dated August 31, 1995.

         10.23   Amendment to Common Stock Purchase Warrant dated August 31,
                 1995, between the Company and Starion International, Ltd.
                 Incorporated by reference to Exhibit 10.2 of the Report on
                 Form 8-K dated August 31, 1995.

         10.24   Line of Credit Promissory Note dated August 1, 1993, between
                 the Company (original entered into with Eurostar) and Transvit
                 Manufacturing Corporation.  Incorporated by reference to
                 Exhibit 10.26 of the Annual Report on Form 10-K for the year
                 ended August 31, 1995.

         10.25   Loan and Security Agreement dated June 27, 1995, between the
                 Company (originally entered into with Eurostar) and Fremont
                 Financial Corporation with Special provisions Rider.
                 Incorporated by reference to Exhibit 10.27 of the Annual
                 Report on Form 10-K for the year ended August 31, 1995.

         10.26   Employment Agreement between the Company (originally entered
                 into with Eurostar) and Ricardo Bunge dated January 1, 1993,
                 and as amended June 5, 1995. Incorporated by reference to
                 Exhibit 10.28 of the Annual Report on Form 10-K for the year
                 ended August 31, 1995.

         10.27   Employment Agreement between the Company and Joseph DeKama
                 dated April 19, 1996.  Incorporated by reference to Exhibit 10
                 of Quarterly Report on Form 10-Q for period ended June 1,
                 1996.

         *10.28  Non-Qualified Stock Option Grant to Joseph DeKama dated April
                 19, 1996.

         *10.29  Non-Qualified Stock Option Grant to Viren S. Sheth dated April
                 19, 1996.

         *10.30  Letter Agreement with Transvit Manufacturing Corporation
                 Converting Line of Credit Promissory Note to 666,529 Shares of
                 Series A Convertible Preferred Stock dated December 11, 1996.

         *10.31  Promissory Note between the Company and Joseph DeKama dated
                 October 1, 1996.

         *10.32  Promissory Note between the Company and Joseph DeKama dated
                 October 15, 1996.

          18     Preferability letter from KPMG Peat Marwick LLP regarding
                 change in accounting principles dated November 6, 1995.
                 Incorporated by reference to Exhibit 18 of the Annual Report
                 on Form 10-K for the year ended August 31, 1995.

         *24.1   Consent by Coopers and Lybrand L.L.P. for Fiscal 1994.

         *24.2   Consent by KPMG Peat Marwick LLP for Fiscal 1996 and 1995.

          27.4   Financial Data Schedule
-----------------------

         *       Attached as Exhibits hereto.