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): ~~March~~May 95, 2010

(Exact name of registrant as specified in charter)

Nevada	333-130295	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):

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))

Item 1.01	Entry Into A Material Definitive Agreement
Item 3.02	Unregistered Sales of Equity Securities.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~On May~~o Pre-commencement ~~22,~~communications ~~2009~~pursuant ~~Wellstar International, Inc. ("Wellstar" or the "Company") issued a Convertible Promissory Note~~ to ~~JMJ~~Rule ~~Financial~~ 14d-2(~~“JMJ”~~b) inunder ~~aggregate principal amounts of $575,000 (~~the ~~“Initial~~Exchange ~~JMJ~~Act ~~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~~17 ~~“Initial~~CFR ~~Wellstar Note”)~~240.14d-2(b))

Ino Pre-commencement ~~addition,~~communications onpursuant ~~August 19, 2009 Wellstar issued a Convertible Promissory Note~~ to ~~JMJ~~ inRule ~~the aggregate principal amount of $1,150,000~~ 13e-4(~~the “Second JMJ Note” and together with the Initial JMJ Note, the “JMJ Notes”~~c)~~. In consideration~~ ~~for~~under ~~Wellstar’s issuing of~~ the ~~Second~~Exchange ~~JMJ~~Act ~~Note, JMJ issued Wellstar a Secured and Collateralized Promissory Note in the principle amount of $1,000,000~~ (~~the~~17 ~~“Second Wellstar Note” and together with the~~CFR ~~Initial Wellstar Note, the “Wellstar Notes”)~~240.13e-4(c))

The JMJ Notes bear interest at 12%, mature three years from the date of issuance, and were convertible into our common stock, at JMJ’s option, at a conversion price, equal to 65% of the lowest trade for our common stock during the 20 trading days prior to the conversion. On March 9, 2010, the Company and JMJ amended the JMJ Notes to reduce the conversion price to 35% of the lowest trade price during the 20 days previous 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 March 15, 2010, the lowest trade for our common stock during the 20 trading days as reported on the Over-The-Counter Bulletin Board was $.0014 and, therefore, the conversion price for the JMJ Notes was $.00049. Based on this conversion price, the JMJ Notes in the aggregate amount of approximately $1,650,000, excluding interest, are convertible into 3.4 billion shares of our common stock.

Item 1.01		Entry Into A Material Definitive Agreement
Item 2.03		Creation of a Direct Financial Obligation.
Item 3.02		Unregistered Sales of Equity Securities.

~~JMJ~~On ~~has~~May 5, ~~agreed~~2010,Wellstar toInternational, Inc. ~~restrict~~("Wellstar" ~~their~~or ~~ability to convert~~ the ~~JMJ Notes and receive shares of~~ ~~common~~"Company") entered into a Securities Purchase Agreement with Asher Enterprises, ~~stock~~Inc. ~~such~~("Asher"), ~~that~~for the ~~number~~sale of ~~shares~~an of8% ~~common~~convertible ~~stock~~note ~~held by them~~ in the ~~aggregate~~principal ~~and~~amount ~~their~~of ~~affiliates~~$50,000 ~~after~~(the ~~such~~"Note"). The ~~conversion~~financing orclosed ~~exercise~~on ~~does not exceed~~May ~~4.99%~~5, ~~of the then issued and outstanding shares of common stock~~2010.

The ~~Wellstar Notes bear~~ Note bears interest at the rate of ~~13.~~8% per annum ~~and mature three years from the date of issuance~~. No All interest orand principal ~~payments~~ ~~are~~must ~~required~~be ~~until~~repaid on ~~the~~February ~~maturity date~~5, ~~but both principal and interest may be prepaid prior to Maturity Date~~2011. The ~~Wellstar~~Note ~~Notes~~is ~~are~~convertible ~~secured by~~into ~~units~~common ofstock, ~~STIC~~at Asher’s ~~AIM~~option, ~~Liquidity~~at ~~Portfolio~~a ~~Select~~40% discount to ~~Investment~~the average ~~Select~~of ~~Investment Fund (~~the ~~“JMJ~~three lowest ~~Collateral”). On~~trading ~~each~~prices of the ~~Wellstar~~common ~~Notes,~~stock ~~JMJ~~during ~~has agreed~~the to10 ~~pay~~trading ~~down~~day ~~the~~period ~~principal~~prior to conversion. The ofNote contains a prepayment option whereby the ~~Wellstar~~Company ~~Notes~~may ~~commencing~~make ~~210~~a ~~days~~payment ~~after~~to Asher ~~the~~equal ~~original~~to ~~issuance~~150% of ~~the~~all ~~Wellstar~~amounts ~~Notes,~~owed ~~however,~~under ~~JMJ may adjust~~ the ~~payment schedule within its sole discretion~~Note. InThe ~~the~~Company ~~event that JMJ defaults~~is onrequired ~~the~~to ~~Wellstar~~provide ~~Notes,~~Asher ~~Wellstar~~with ~~may~~30 ~~take~~days ~~possession~~notice of ~~the~~such ~~JMJ collateral~~prepayment.

~~The JMJ~~Asher has ~~Notes~~agreed ~~were~~to ~~offered~~restrict ~~and~~its ~~sold~~ability to ~~JMJ~~convert inthe aNote ~~private~~and ~~placement~~receive ~~transaction~~shares ~~made~~of incommon ~~reliance~~stock ~~upon~~such ~~exemptions~~that ~~from registration pursuant to Section 4(2) under~~ the ~~Securities~~ ~~Act~~number of ~~1933~~shares ~~and~~of ~~Rule~~common stock ~~506~~held ~~promulgated~~by ~~thereunder.~~them ~~JMJ~~in the aggregate and istheir affiliates ~~an accredited~~after ~~investor~~such conversion or asexercise ~~defined~~does innot ~~Rule~~exceed ~~501~~4.99% of ~~Regulation~~the Dthen ~~promulgated~~issued and ~~under~~outstanding ~~the~~shares ~~Securities Act~~ of ~~1933~~common stock.

The Company claims ~~foregoing~~an exemption from the registration requirements of ~~information~~the Securities Act isof a1933, as ~~summary~~amended (the of"Act") for ~~each~~the private placement of these securities pursuant to Section 4(2) of the ~~agreements~~Act and/or Regulation D promulgated there ~~involved~~under in since, among other things, the transaction did ~~transactions~~not ~~described~~involve ~~above~~a public offering, Asher is ~~not~~an accredited investor. Asher ~~complete,~~had ~~and~~access isto ~~qualified~~information ~~in its entirety~~about ~~by reference to~~ the ~~full text of those agreements~~ Company and their investment, ~~each of which is attached an~~ Asher took ~~exhibit~~the securities for toinvestment ~~this~~and ~~Current~~not ~~Report~~resale, onand ~~Form 8-K. Readers should review~~the ~~those~~Company ~~agreements~~took ~~for~~appropriate ameasures ~~complete~~to ~~understanding~~restrict of the ~~terms~~transfer ~~and~~of ~~conditions~~the ~~associated with this transaction~~securities.

Item 9.01 Financial Statements and Exhibits

Exhibit
Exhibit Number	Description
Number	Description
4.1	Securities Purchase Agreement, dated May 5, 2010, by and among the Company and the Asher Enterprises, Inc.
4.1	Form of Convertible Promissory Note issued by Wellstar International Inc. to JMJ
4.2	Convertible Promissory Note
	Financial (1)
4.2	Form of Secured and Collateralized Promissory Note issued by JMJ Financial to Wellstar International, Inc. (1)
4.3	Amendment to the May 22, 2009 Convertible Promissory Note by Wellstar International Inc. to JMJ Financial
4.4	Amendment to the August 19, 2009 Convertible Promissory Note by Wellstar International Inc. to JMJ Financial

(1) Incorporated by reference to the Form 8-K Current Report filed by the Securities and Exchange Commission on May 22, 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.

	WELLSTAR INTERNATIONAL, INC.
Date: March 12, 2010	By:	/s/ John Antonio
Date: May 12, 2010	By:	/s/ John Antonio
	Name:	John Antonio
		Name: John Antonio
	Title:	CEO
		Title: CEO

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