- Current report filing (8-K)
May 13 2010 - 3:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): May 5, 2010
WELLSTAR INTERNATIONAL, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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333-130295
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20-1834908
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6911
Pilliod Road
Holland,
Ohio 43528
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (419) 865-0069
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Entry
Into A Material Definitive Agreement
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Creation
of a Direct Financial Obligation.
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Unregistered
Sales of Equity Securities.
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On May 5,
2010,Wellstar International, Inc. ("Wellstar" or the
"Company") entered into a Securities Purchase Agreement with Asher
Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in the
principal amount of $50,000 (the "Note"). The financing closed on May
5, 2010.
The Note bears interest at
the rate of 8% per annum. All interest and principal must be repaid
on February 5, 2011. The Note is convertible into common stock, at
Asher’s option, at a 40% discount to the average of the three
lowest trading prices of the common stock during the 10 trading day period prior
to conversion. The Note contains a
prepayment option whereby the Company may make a payment to Asher
equal to 150% of all amounts owed under the Note. The Company is
required to provide Asher with 30 days notice of such prepayment.
Asher has
agreed to restrict its ability to convert the Note and receive shares of common
stock such that the number of shares of common stock held by them in
the aggregate and their affiliates after
such conversion or exercise does not exceed 4.99% of the then issued
and outstanding shares of common stock.
The Company claims
an exemption from
the registration requirements of the
Securities Act of 1933, as amended (the "Act")
for the private placement of
these securities pursuant to Section 4(2)
of the Act and/or Regulation D
promulgated there under since, among
other things, the transaction did
not
involve a
public offering, Asher is an
accredited investor. Asher had access to information about
the Company and
their investment, Asher took
the securities for investment and not resale, and the
Company took appropriate measures to restrict the transfer of the
securities.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
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Exhibit
Number
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Description
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4.1
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Securities Purchase Agreement, dated May
5, 2010, by and among
the Company and the Asher
Enterprises, Inc.
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4.2
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Convertible
Promissory Note
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WELLSTAR
INTERNATIONAL, INC.
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Date:
May 12, 2010
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By:
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/s/ John
Antonio
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Name:
John Antonio
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Title:
CEO
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