Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Wellstar International, Inc. | v172028_ex3-1.htm |
| EX-10.1 - EXHIBIT 10.1 - Wellstar International, Inc. | v172028_ex10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - Wellstar International, Inc. | v172028_ex10-2.htm |
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): January 19, 2010
(Exact
name of registrant as specified in charter)
|
Nevada
|
333-130295
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20-1834908
|
|
(State or Other Jurisdiction
of
Incorporation
or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
| Item 1.01 | Entry Into A Material Definitive Agreement | |
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Increase to
Authorized
On
January 22, 2010, Wellstar International, Inc. (the “Company”) amended its
certificate of incorporation to increase its authorized shares of common stock
from 200,000,000 to 5,000,000,000 (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 shares of common
stock pursuant to a written consent dated January 21, 2010.
Series B Preferred
Stock
On
January 19, 2010, 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
50,000 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.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
-REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK-
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits.
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Exhibit
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Number
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Description
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3.1
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Certificate
of Amendment to the Certificate of Incorporation
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3.2
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Certificate
of Designation – Series B Preferred Stock (1)
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10.1
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Conversion
Agreement between the Company and John Antonio dated January 19,
2010
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10.2
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Conversion
Agreement between the Company and Ken McCoppen dated January 19,
2010
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(1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 5, 2009
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:
January 22, 2010
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By:
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/s/ John Antonio | |
| Name: John Antonio | |||
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Title:
CEO
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