ITEM 1. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 21, 2012, Lustros Inc. (the "Company") entered into an Amended and Restated Share Exchange Agreement (the "Amended Agreement"), which amended and restated that certain Share Exchange Agreement, dated March 9, 2012 (the "Share Exchange Agreement") among the Company, Bluestone S.A. ("Bluestone") and the shareholders of Bluestone. Under the Share Exchange Agreement, on that date the Company acquired all of the outstanding capital stock of Bluestone in exchange for 60,000,000 shares of its common stock.

The Amended Agreement makes no changes to the substance of the exchange transaction or any changes inconsistent with the Company's prior disclosures regarding the transaction. The Company entered into the Amended Agreement to clarify certain matters related the transaction and conform the Share Exchange Agreement to the intent of the parties at the time of the transaction.

ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description of Exhibit

10.1 Amended and Restated Share Exchange Agreement, dated October 21, 2012