UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
Amendment
No. 1
x
ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended: July 31, 2008
¨
TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For the
transition period from _____ to ______
Commission
File Number 333-130295
WELLSTAR
INTERNATIONAL, INC.
(Name of
registrant as specified in its charter)
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Nevada
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20-1834908
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(State
of incorporation)
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(IRS
Employer Identification No.)
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6911
Pilliod Road
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43528
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Holland,
Ohio
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(Zip
Code)
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(Address
of principal executive offices)
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Issuer's
telephone number: (419) 865-0069
Securities
registered under Section 12(b) of the Exchange Act: NONE
Securities
registered under Section 12(g) of the Exchange Act: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
¨
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
¨
No
x
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
¨
No
x
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K.
x
-
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
Do
not check if a smaller reporting company)
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Smaller
reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
x
State the
issuer's revenues for the most recent fiscal year: $0.
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of October
27, 2008 was approximately $3,059,640.
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:509,940,017shares of common stock, $.001 par
value per share, as of October 27, 2008.
EXPLANATORY
NOTE: THE AMENDMENT TO THE FORM 10K FOR THE YEAR ENEDED AUGUST 3, 2008 (THE
“FILING”) IS BEING FILED TO AMEND ITEM 8A. CONTROLS AND PROCEDURES OF THE
FILING. NO FURTHER CHANGES HAVE BEEN MADE TO THE
FILING.
Item
8A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of management, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as
of the end of the period covered by this by this Annual Report on Form 10-K for
the year ended August 3, 2008. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period
covered by this Annual Report on Form 10-K, our disclosure controls and
procedures were not effective
,
because certain deficiencies in internal controls constituted material
weaknesses as discussed below. The material weaknesses identified did not result
in the restatement of any previously reported financial statements or any other
related financial disclosure, nor does management believe that it had any effect
on the accuracy of the Company's financial statements for the current reporting
period.
Management
Annual Report on Internal Control over Financial Reporting
The
financial statements, financial analyses and all other information included in
this Annual Report on Form 10-K was prepared by the Company's management, which
is responsible for establishing and maintaining adequate internal control over
financial reporting.
The
Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company's internal control
over financial reporting includes those policies and procedures
that:
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·
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pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
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·
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provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and
directors of the Company; and
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·
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provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition and use or disposition of the Company's assets
that could have a material effect on the Company's financial
statements.
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There are
inherent limitations in the effectiveness of any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal controls can provide only reasonable
assurances with respect to financial statement preparation. Furthermore,
due to changes in conditions, the effectiveness of internal controls may vary
over time.
Our
Company, conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in
Internal Control – Integrated
Framework
(1992) and
Internal Control Over Financial
Reporting – Guidance for Smaller Public Companies
(2006), issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on
this evaluation, the Company's management concluded that there are certain
material weaknesses in our internal control over financial reporting as of
August 3, 2008. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company's annual or
interim financial statements will not be prevented or detected on a timely
basis.
The
material weaknesses identified was the Company’s failure to include management’s
evaluation of the effectiveness of our internal control over financial reporting
in the Form 10-KSB for the year ended August 3, 2008.
This
Annual Report on Form 10-K does not include an attestation report of the
Company’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject
to attestation by the Company’s independent registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only
management’s report in this Annual Report on Form 10-K.
Changes
in Internal Control over Financial Reporting
There has
been no change in the Company’s internal control over financial reporting during
fiscal year 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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WELLSTAR
INTERNATIONAL, INC.
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Dated: August
3, 2009
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By:
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/s/ John Antonio
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John Antonio
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President and Chief Executive
Officer
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(Principal Executive
Officer)
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Dated: August
3, 2009
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By:
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/s/ Howard Bielski
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Howard Bielski
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Chief Financial Officer
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(Principal Financial and
Accounting Officer)
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PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED:
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Signature
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Title
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Date
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/s/
John Antonio
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President
and Chief Executive Officer,
Director
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August
3, 2009
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John
Antonio
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(Principal
Executive Officer)
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/s/
Ken McCoppen
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Senior
Vice President, Director
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August
3, 2009
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Ken
McCoppen
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/s/
McKinley Boston
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Director
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August
3, 2009
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McKinley
Boston
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