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                                                                    EXHIBIT 10.1

                            NOTE CONVERSION AGREEMENT

     This Note Conversion Agreement (the "Agreement") is made as of November 15,
2010, among American Telstar, Inc., a Colorado corporation (the "Company"),  and
Lisa Guise (the "Director").

                                    RECITALS

     A. The Director is the sole officer, sole director and majority shareholder
of the Company;

     B. Since May 26, 2010 when the Director acquired a majority interest in the
Company and was elected as officer and director  through  October 31, 2010,  the
Director has loaned funds to the Company (the "Loans") to fund Company  expenses
in the aggregate  amount of Thirty Thousand One Hundred Forty and no/100 Dollars
($30,140.00).

     C. The loans were non-interest bearing with no stated maturity date.

     D. The Company and the Director  have agreed that the Company  should repay
the Loans by means of conversion of the debt into equity of the Company pursuant
to the terms of this Agreement.

                                   AGREEMENTS

     Therefore,  for good and  valuable  consideration  including  the  accepted
conversion of the Note by all parties,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     1.   The Company is a corporation duly organized and existing under, and by
          virtue of, the laws of the State of Colorado  and is in good  standing
          under  such  laws.  The  Company  has  requisite  corporate  power and
          authority to own and operate its properties  and assets,  and to carry
          on  its  business  as  presently  conducted  and  as  proposed  to  be
          conducted.

     2.   The Company has all requisite  legal and corporate power and authority
          to execute and deliver this  agreement,  and to issue shares of common
          stock of the Company  (the  "Common  Stock")  upon  conversion  of the
          amounts  due  under  the  Loans  and to  carry  out  and  perform  its
          obligations under the terms of this Agreement.

     3.   The  authorized  capital stock of the Company  consists of 540,000,000
          shares of capital  stock  consisting of  500,000,000  shares of common
          stock, par value $0.0001 per share, of which 650,225 shares are issued
          and  outstanding,  and  40,000,000  shares of "blank check"  preferred
          stock,  par value $0.10 per share, no shares of which are outstanding.
          The  outstanding  shares have been duly authorized and validly issued,
          and are fully paid and nonassessable.  As of the date hereof there are
          no options,  warrants or other rights to purchase any of the Company's
          authorized and unissued capital stock.

     4.   All  corporate  action on the part of the Company,  its  directors and
          shareholders necessary for the authorization,  execution, delivery and
          performance  of this  Agreement  by the  Company,  the  authorization,
          issuance  and  delivery  of the  Shares  (as  defined  below)  and the
          performance  of all of the  Company's  obligations  hereunder has been
          taken or will be  taken  concurrent  herewith.  This  Agreement,  when
          executed and  delivered by the Company,  shall  constitute a valid and
          binding obligation of the Company,  enforceable in accordance with its
          terms.  The Shares,  when issued in compliance  with the provisions of
          this Agreement,  will be validly issued, fully paid and nonassessable.
          The Shares will be subject to  restrictions  on  transfer  under state
          and/or federal securities laws.

     5.   Upon execution of this Agreement, the Company shall cause to be issued
          Three Million Fourteen Thousand  (3,014,000)  shares of Company Common
          Stock (the  "Shares")  in  conversion  of the Loans by Director to the
          Company,  representing  a price of $0.01  per  share,  and,  upon such
          issuance of Share, the Director and the Company agree that the Company
          shall have no further  obligations to Director in connection  with the
          Loans, and the Director accepts the Shares in complete  fulfillment of
          the Company's obligations under the Loans.

     6.   This Agreement  shall be governed in all respects by the internal laws
          of the State of Colorado.

     7.   Except as otherwise provided herein, the provisions hereof shall inure
          to the  benefit  of, and be binding  upon,  the  successors,  assigns,
          heirs, executors and administrators of the parties hereto.

     8.   This  Agreement  may be  executed in one or more  counterparts  and by
          transmission of a facsimile or digital image  containing the signature
          of an authorized person, each of which shall be deemed and accepted as
          an  original,  and all of which  together  shall  constitute  a single
          instrument.  Each  party  represents  and  warrants  that  the  person
          executing on behalf of such party has been duly  authorized to execute
          this Agreement.

     9.   In the  event  that any  provision  of this  Agreement  becomes  or is
          declared  by  a  court  of  competent   jurisdiction  to  be  illegal,
          unenforceable or void, this Agreement shall continue in full force and
          effect without said provision.

The  foregoing  Agreement  is  hereby  executed  as  of  the  date  first  above
written.

COMPANY                                        DIRECTOR

American Telstar, Inc.


By: /s/ Lisa Guise                             /s/ Lisa Guise
    -------------------------------------      ---------------------------------
    Lisa Guise                                 Lisa Guise
    President and Chief Executive Officer

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