WELLSTAR INTERNATIONAL, INC. Files SEC form 10-K, Annual Report

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The following information should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Information in this Item 6, "Management's Discussion and Analysis or Plan of Operation," and elsewhere in this 10-K that does not consist of historical facts, are "forward-looking statements." Statements accompanied or qualified by, or containing words such as "may," "will," "should," "believes," "expects," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," and "assume" constitute forward-looking statements, and as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties including those discussed in the "Risk Factors" section contained elsewhere in this report, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company's products, as well as other factors, many or all of which may be beyond the Company's control. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements in this report. Plan of Operation and Financing Needs We are seeking fin...
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Wellstar International Announces Funding

HOLLAND, Ohio--(BUSINESS WIRE)--Wellstar International, Inc. (OTCBB:WLSI - News), has announced that it has entered into a financing agreement with JMJ Financial to provide the Company with an expected $1.2 million dollars in operational funding over the eighteen months. Details of the financing were contained in the Company's Form 8-K filing with the Securities and Exchange Commission on October 9, 2009. The initial funding has been transferred to Wellstar and is expected to continue on a monthly basis. This funding will allow Wellstar to continue to operate in the near future and develop the completion of its Trillennium Medical Imaging System for rollout to the medical community. Although we have entered into a definitive agreements with respect to the financing with JMJ Financial, we cannot provide any guarantee that the funding outlined in the agreements will continue on a monthly basis or at all.Wellstar International, Inc. seeks to be the first-to-market in deep tissue injury and pressure ulcer detection using its proprietary infrared imaging system. Thermal Imaging is a low cost, noncontact, non-radioactive diagnostic screening procedure designed for clinical evaluation. In addition, thermal imaging provides an ability to track the progress of therapies being utilized in a low cost, non-invasive manner. Thermal Imaging can detect signs of pressure ulcers before they are visible wit...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 8-K, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fin

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 22, 2009 Wellstar International, Inc. ("Wellstar" or the "Company") issued a Convertible Promissory Note to JMJ Financial ("JMJ") in aggregate principal amounts of $575,000 (the "Initial JMJ Note"). In consideration for Wellstar's issuing of the Initial JMJ Note, JMJ issued Wellstar a Secured and Collateralized Promissory Note in the principle amount of $500,000 (the "Initial Wellstar Note"). In addition, on August 19, 2009 Wellstar issued a Convertible Promissory Note to JMJ in aggregate principal amounts of $1,150,000 (the "Second JMJ Note" and together with the Initial JMJ Note, the "JMJ Notes"). In consideration for Wellstar's issuing of the Second JMJ Note, JMJ issued Wellstar a Secured and Collateralized Promissory Note in the principle amouns of $1,000,000 (the "Second Wellstar Note" and together with the Initial Wellstar Note, the "Wellstar Notes"). The JMJ Notes bear interest at 12%, mature three years from the date of issuance, and are convertible into our common stock, at JMJ's option, at a conversion price, equal to 30% of the lowest trade for our common stock during the 20 trading days prior to the conversion. Prior to the conversion of the JMJ Notes, JMJ must make a payment to Wellstar reducing the amount owed to Wellstar under the Wellstar Notes. As of October 7, 2009, the lowest trade for our common stock during the 20 trading days as reported on the Over-The-Counter Bulletin Board was $.0001 and, therefore, the conversion price for the JMJ Notes was $.00007. Based on this conversion price, the JMJ Notes in the aggregate amount of $1,725,000, excluding interest, are convertible into 24.6 billion shares of our common stock. JMJ has agreed to restrict their ability to convert the JMJ Notes and receive shares of common stock such that the number of shares of common stock held by...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 8-K, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fin

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B Preferred Stock On October 1, 2009, the Company entered into a conversion agreement with John Antonio ("Antonio") and Kenneth McCoppen ("McCoppen"), both executive officers and directors of the Company, pursuant to which the Company agreed to convert $50,000 in outstanding wages owed to each McCoppen and Antonio into a total of 100,000 shares of Series B Preferred Stock. The above transactions were approved by the Board of Directors of the Company. The Series B Preferred Stock does not pay dividends but each holder of Series B Preferred Stock shall be entitled to 100 votes for each share of common stock that the Series B Preferred Stock shall be convertible into. The Series B Preferred Stock has a conversion price of $0.001 (the "Conversion Price") and a stated value of $1.00 (the "Stated Value"). Each share of Series B Preferred Stock is convertible, at the option of the holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. The Series B Preferred Stock has no liquidation preference. The issuance of the Series B Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. The holders of Series B Preferred Stock are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. Increase to Authorized On October 2, 2009, the Company amended its certificate of incorporation to increase its authorized shares of common stock from 10,000,000,000 to 20,000,000,000 (the "Increase Amendment"). The Increase Amendment was approved by the board of directors as well as the shareholders holding a majority of the issued and outstanding voting shares of the C...
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Wellstar International Corporate Update

HOLLAND, Ohio--(BUSINESS WIRE)--John Antonio, CEO of Wellstar International, Inc. (OTCBB:WLSI - News), today issued the following statement: As the CEO of Wellstar, I wanted to take the time to update all of our shareholders with the current status of the company, as well as the direction of where the company is headed.First and foremost are the Duke Study results. The study was designed to determine that long-wave infrared imaging can be used to identify skin temperature changes associated with underlying tissue changes. We wanted to determine if the use of Long Wave infrared imaging is as effective as the Braden Score in predicting nosocomial pressure ulcers.As the study has been completed for sometime, the results were put on hold for non-payment. In December 2008, Wellstar was able to make the payment that was due to Duke University. Since that time, we have been awaiting the final report. While the company was late making their payment, Wellstar lost their position of expedience with the final results. Since the payment has been made, we believe there have been great strides in the last few months in compiling the data and putting the data into a final report. Wellstar has received several of the drafts pertaining to the final report for publishing. Wellstar believes that the final results of the study will be published within the next 30 to 60 days.With the publication of the study, ...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 10-Q, Quarterly Report

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Special Note on Forward-Looking Statements Certain statements in Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements are subject to a number of risks, uncertainties and developments beyond our control or foresight including changes in the trends of the mobile computing industry, formation of competitors, changes in governmental regulation or taxation, changes in our personnel and other such factors. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors and related notes included in the Company's Form S-1 and Form S-1a filed with the Securities and Exchange Commission. Overview The following MD&A is intended to help the reader understand the results of operations, financial condition, and cash flows of Wellstar International, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our fi...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 8-K, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fin

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Convertible Debenture Financing On May 15, 2009, Wellstar International, Inc. ("Wellstar" or the "Company") entered into a Securities Purchase Agreement with AJW Partners, LLC ("Partners"), AJW Partners II, LLC ("Partners II "), AJW Master Fund, Ltd. ("Master"), AJW Master Fund II, Ltd. ("Master II") and New Millennium Capital Partners, II, LLC ("Millennium" and collectively with Partners, Partners II, Master and Maser II, the "Purchasers") for the sale of 13% secured convertible notes in an aggregate principal amount of up to $79,500 (the "Notes"). The Purchasers closed on $22,000 in Notes on May 18, 2009. The Notes bear interest at the rate of 13% per annum. Interest is payable monthly, unless the Company's common stock is greater than $0.045 per share for each trading day of a month, in which event no interest is payable during such month. Any interest not paid when due shall bear interest of 15% per annum from the date due until the same is paid. The Notes mature three years from the date of issuance, and are convertible into common stock, at the Purchasers' option, at the lesser of (i) $0.12 or (ii) a 75% discount to the average of the three lowest trading prices of the common stock during the 20 trading day period prior to conversion. The Notes contain a call option whereby, if the Company's stock price is below $0.045, the Company may prepay the outstanding principal amount of the Notes, subject to the conditions set forth in the call option. The Notes also contain a partial call option whereby, if the Company's stock price is below $0.045, the Company may prepay a portion of the outstanding principal amount of the Note, subject to the conditions set forth in the partial call option. The full principal amount of Notes are due upon a default under the terms of the secur...
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WELLSTAR INTERNATIONAL, INC. Financials

PERIOD ENDING30-Apr-0931-Jan-0931-Oct-0831-Jul-08Total Revenue -   -   -   -  Cost of Revenue -   -   -   -  Gross Profit -   -   -   -  Operating ExpensesResearch Development -   -   -   -  Selling General and Administrative452  513  426  338  Non Recurring -   -   -   -  Others92  95  102  101  Total Operating Expenses -   -   -   -  Operating Income or Loss(544)(608)(528)(438)Income from Continuing OperationsTotal Other Income/Expenses Net226  (1,725)2,662  (2,771)Earnings Before Interest And Taxes(317)(2,334)2,134  (3,210)Interest Expense127  128  122  133  Income Before Tax(445)(2,462)2,012  (3,342)Income Tax Expense -   -   -   -  Minority Interest -   -   -   -  Net Income From Continuing Ops(445)(2,462)2,012  (3,342)Non-recurring EventsDiscontinued Operations -   -   -   -  Extraordinary Items -   -   -   -  Effect Of Accounting Changes -   ...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 8-K, Entry into a Material Definitive Agreement, Financial Statements and

Show all filings for WELLSTAR INTERNATIONAL, INC. | Request a Trial to NEW EDGAR Online Pro Form 8-K for WELLSTAR INTERNATIONAL, INC. 19-Mar-2009Entry into a Material Definitive Agreement, Financial Statements and Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All informa...
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WELLSTAR INTERNATIONAL, INC. Files SEC form 10-Q, Quarterly Report

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Special Note on Forward-Looking Statements Certain statements in Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements are subject to a number of risks, uncertainties and developments beyond our control or foresight including changes in the trends of the mobile computing industry, formation of competitors, changes in governmental regulation or taxation, changes in our personnel and other such factors. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors and related notes included in the Company's Form S-1 and Form S-1a filed with the Securities and Exchange Commission. Overview The following MD&A is intended to help the reader understand the results of operations, financial condition, and cash flows of Wellstar International, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our fi...
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