UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 For the quarterly period ended April 30, 2007

[ ] TRANSITION REPORT PURSUANT TO 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.

(Exact name of registrant as specified in its charter)

Nevada	20-1834908
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6911 Pilliod Road Holland, Ohio 43528

(Address of principal executive offices)

(419) 865-0069

(Issuer's telephone number)

Copies to:

Darrin M. Ocasio, Esq.

Sichenzia Ross Friedman Ference, LLP

1065 Avenue of the Americas

New York, New York 10018

(212) 930-9700

Check whether the issuer (1) 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [_] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 22, 2007, the registrant had 115,758,975 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	F-1
Item 2.	Management's Discussion and Analysis or Plan of Operation.	3
Item 3.	Controls and Procedures.	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	6
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds.	6
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Submission of Matters to a Vote of Security Holders.	7
Item 5.	Other Information.	7
Item 6.	Exhibits.	8
Item 7.	Signatures.	9

2

WELLSTAR INTERNATIONAL, INC.

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2007 AND 2006

F-1

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2007 AND 2006

CONTENTS

	PAGE
CONSOLIDATED BALANCE SHEET		F-1, F-2
CONSOLIDATED STATEMENT OF OPERATIONS		F-3
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)		F-4
CONSOLIDATED STATEMENT OF CASH FLOWS		F-5, F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENT		F-7 to F-20

F-2

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

Current Assets:	April 30, 2007 (Unaudited)		July 31, 2006 (Audited)
Cash	$	27,628	$	245,268
Accounts Receivable		-		6,100
Prepaid Expenses		1,623		12,124
Loan Receivable - Officer		20,000		-
Rent Refund Receivable		1,580		1,174
Total Current Assets		50,831		264,666
Fixed Assets:
Imaging Equipment		525,761		457,977
Office Equipment and Fixtures		150,354		148,166
Subtotal		676,115		606,143
Less: Accumulated Depreciation		165,552		68,525
Net Fixed Assets		510,563		537,618
Intangible Assets:
Covenant Not To Compete		20,000		20,000
Manufacturing and Distribution Agreement		700,000		700,000
Subtotal		720,000		720,000
Less: Accumulated Amortization		186,540		83,868
Net Intangible Assets		533,460		636,132
Other Assets:
Loan Acquisition Cost (net of amortization of $158,178
@ 4/30/07 and $137,565 @ 7/31/06)		59,346		57,460
Software and Manuals (net of amortization of $54,356		25,644		55,562
@ 4/30/07 and $24,438 @ 7/31/06)
Security Deposit		3,670		1,580
Total Other Assets		88,660		114,602
Total Assets	$	1,183,514	$	1,553,018

See Accompanying Notes to Consolidated Financial Statements

F-3

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

LIABILITIES LESS SHAREHOLDERS’ DEFICIT

Current Liabilities:	April 30, 2007 (Unaudited)			July 31, 2006 (Audited)
Accounts Payable	$	120,152		$	35,757
Accrued Expenses		555,992			332,503
Loan Payable - Officer		8,000			-
Loan Payable - Other		500			-
Notes Payable		750,000			750,000
Derivative Instrument Liability - Loan		315,964			295,861
Total Current Liabilities		1,750,608			1,414,121
Long Term Liabilities:
Convertible Debt		55,364			11,536
Derivative Instrument Liability - Convertible Notes		8,483,202			3,781,773
Derivative Instrument Liability - Warrants		123,070			750,179
Total Long-Term Liabilities		8,661,636			4,543,488
Total Liabilities		10,412,244			5,957,609
Stockholders’ Equity:
Common Stock
Authorized 200,000,000 Shares, par value .001 per share
Issued Shares,1 10,899,147 - Outstanding Shares, 109,399,147 (4/30/07) and 80,100,000 (7/31/06)		109,399			80,100
Paid in Surplus		1,040,017			461,475
Retained Earnings (Deficit)		(10,378,146	)		(4,946,166	)
Total Shareholders’ Deficit		(9,228,730	)		(4,404,591	)
Total Liabilities Less Stockholder’s Deficit	$	1,183,514		$	1,553,018

See Accompanying Notes to Consolidated Financial Statements

F-4

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months April 30,						Nine Months April 30,
	2007			2006			2007			2006
Income:
Revenue from Medical Imaging	$	- 0 -		$	20,450		$	1,500		$	20,875
Cost of Sales		- 0 -			53,788			100			53,788
Gross Profit (Loss)		- 0 -			(33,338	)		1,400			(32,913	)
Operating Expenses:
Selling, General and Administrative		408,780			446,397			1,623,377			1,381,385
Depreciation and Amortization		83,088			124,027			250,231			235,364
Total Operating Expenses		491,868			570,424			1,873,608			1,616,749
Loss from Operations		(491,868	)		(603,762	)		(1,872,208	)		(1,649,662	)
Other Expense (Income):
Interest Income		(546	)		(2,320	)		(7,108	)		(2,320	)
Interest Expense		91,477			33,504			268,234			80,855
Derivative Instrument, Net		4,759,749			637,634			3,273,872			2,693,230
Delinquent Stock Registration Penalty		24,000			60,000			24,774			60,000
Total Other Expenses (Income)		4,874,680			728,818			3,559,772			2,831,765
Income (Loss) before Provision for Taxes		(5,366,548	)		(1,332,580	)		(5,431,980	)		(4,481,427	)
Provision for Taxes		-			-			-			-
Net Income (Loss)	$	(5,366,548	)	$	(1,332,580	)	$	(5,431,980	)	$	(4,481,427	)
Net Income (Loss) Per Share, Basic and Diluted	$	(0.05	)	$	(0.02	)	$	(0.06	)	$	(0.06	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		104,854,246			79,920,506			93,635,793			78,344,815

See Accompanying Notes to Consolidated Financial Statements

F-5

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED APRIL 30, 2007

(UNAUDITED)

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, August 1, 2006	80,100,000	$	80,100	$	461,475	$	(4,946,166	)	$	(4,404,591	)
Stock Issued to
Consultants for Services	8,500,147		8,500		117,651					126,151
Stock Issued to	4,300,000		4,300		60,200					64,500
Employees
	16,499,000		16,499		400,691					417,190
Conversion of Debentures
							(5,431,980	)		(5,431,980	)
Net Loss for the Period
	109,399,147	$	109,399	$	1,040,017	$	(10,378,146	)	$	(9,228,730	)
Balance, April 30, 2007

See Accompanying Notes to Consolidated Financial Statements

F-6

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended April 30,
	2007			2006
Cash Flows from Operating Activities:
Net Loss	$	(5,431,980	)	$	(4,481,427	)
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities:
Depreciation and Amortization		250,231			235,364
Delinquent Registration Penalty		24,774			60,000
Services Paid in Stock		190,651			56,575
Derivative Instrument Expense, Net		3,273,872			2,693,230
Changes in Operating Assets and Liabilities:
Increase (Decrease) In:
Accounts Receivable		6,100			(18,950	)
Prepaid Expenses		10,501			(6,211	)
Accounts Payable		84,395			14,413
Accrued Expenses		415,284			110,046
Net Cash Used in Operating Activities		(1,176,172	)		(1,336,960	)
Cash Flows from Investing Activities:
Purchase of Equipment		(69,972	)		(602,909	)
Loan Receivable - Officer		(20,000	)		-
Security Deposit		(2,496	)		(830	)
Acquisition of Assets		-			(400,000	)
Net Cash Used in Investing Activities		(92,468	)		(1,003,739	)
Cash Flows From Financing Activities:
Payments of Financing Costs		(22,500	)		(70,025	)
Proceeds from Issuance of Convertible Notes		1,065,000			2,400,000
Loans Payable		8,500			-
Net Cash Provided by Financing Activities		1,051,000			2,329,975
Net Increase in Cash		(217,640	)		(10,724	)
Cash at Beginning of Period		245,268			149,987
Cash at End of Period	$	27,628		$	139,263
Cash Paid for Interest	$	- 0 -		$	- 0 -

See Accompanying Notes to Consolidated Financial Statements

F-7

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2007 AND 2006

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

1. During the nine months ended April 30, 2007, stock purchase warrants exercisable for 5,833,334 shares of Common Stock were issued in connection with a closing on $1,065,000 of convertible notes had no cash effect.

2. 12,800,147 shares of Common Stock was issued for services rendered. The amount was $190,651.

3. During the nine months ended April 30, 2007, convertible debentures and related accrued interest in the amount of $617,190 were converted into16,499,000 shares of Common Stock.

4. During the nine months ended April 30, 2006, stock purchase warrants exercisable for 3,333,334 shares of common stock were issued in connection with a closing on $2 million of convertible notes which had no cash effect.

5. During the nine months ended April 30, 2006, 5,100,000 shares of Common Stock was issued in the following transactions; an acquisition for services and for a loan fee. The amount was $376,575.

6. During the nine months ended April 30, 2007 and 2006, delinquent registration penalties of $24,774 and $60,000, respectively, were recorded, no cash was expended.

7. Note payable of $200,000 in the acquisition of assets resulted in no cash being expended as of April 30, 2006.

F-8

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 1 Summary of Significant Accounting Policies and Organization

a) Organization and Recent Company History

Wellstar International, Inc. (the “Company”) was incorporated December 15, 1997, under the laws of the State of Nevada. Through its wholly owned subsidiary, Trillennium Medical Imaging, Inc. (“TMI”), is developing and licensing the use of advanced thermal imaging technology.

b) Principles of Consolidation

The consolidated financial statements include the accounts of Wellstar International, Inc. and its wholly owned subsidiary, Trillennium Medical Imaging, Inc. (collectively, the “Company”).

c) Interim Condensed Consolidated Financial Statements

The consolidated financial statements as of and for the nine months ended April 30, 2007 and 2006 are unaudited. In the opinion of management, such consolidated financial statements include all adjustments (consisting only of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. The consolidated results of operations for the nine months ended April 30, 2007 and 2006 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet information as of July 31, 2006 was derived from the audited consolidated financial statements included in the Company’s annual report Form 10-KSB for the year ended July 31, 2006. The interim consolidated financial statements should be read in conjunction with that report.

d) Revenue Recognition

The Company recognizes revenues utilizing the accrual method of accounting. More specifically, the Company enters into licensing agreements for its advanced thermal imaging technology. Under the licensing agreements, the Company supplies the camera equipment, related software and training for each facility. Once the facility is operational, the licensing agreement provides for a fixed fee monthly fee for the use of the camera. Accordingly, the revenue is recognized in the month that the camera is in use at the customer’s facility, which represents the Company’s right to receive the fixed fee. The Company’s revenue recognition policy is in compliance with the provisions of EITF 00-21.

F-9

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 1 Summary of Significant Accounting Policies and Organization (cont’d)

e) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

f) Cash

For the purpose of the Statement of Cash Flows, cash is defined as balances held in corporate checking accounts and money market accounts.

g) Loss Per Share

Basic and diluted net loss per common share for the nine months ended April 30, 2007 and 2006 are computed based upon the weighted average number of common shares outstanding. The assumed conversion of Common Stock equivalents was not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive due to the net loss incurred. Based on the conversion formula in the Agreements (see Note 2 and 3) on the conversion of its convertible notes would have resulted in the issuance of additional common shares in the amount of 537,417,497, on April 30, 2007.

h) Stock Based Compensation

Stock based compensation will be valued in accordance with SFAS 123(R) under the Fair Valued based method. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period which is usually the vesting period. Transactions with non-employees shall be accounted for based on the Fair Value of the consideration received or Fair Value of the equity installments issued, whichever is more reliably measurable.

i) Derivative Instruments

In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our Common Stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

F-10

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 1 Summary of Significant Accounting Policies and Organization (cont’d)

i) Derivative Instruments (cont’d)

The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For options, warrants and bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black -Scholes option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.

j) Income Taxes

The Company will provide for income taxes based on the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 109 (“SFAS No. 109"), “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements and tax returns in different years. Under this method, deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

k) Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consists of a checking account with a financial institution in excess of insured limits. There was no excess above insured limits at April 30, 2007. The Company does not anticipate non-performance by the financial institution.

l) Fair Value of Financial Instruments

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of their short maturities.

F-11

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 1 Summary of Significant Accounting Policies and Organization (cont’d)

m) Equipment

Imaging and office equipment are recorded at cost and depreciated on the straight line method with an estimated life of five (5) years. Imaging equipment is at the customers facility where the equipment is used or stored by the Company until placed in use. The Company retains title to the imaging equipment while it is at the customers location. Depreciation expense for the nine months ended April 30, 2007 was $97,027.

n) Intangible Assets

Loan acquisition costs are stated at cost and relate to the costs of acquiring the convertible notes (see Note 2) and to obtaining the $400,000 Note Payable (see Note 3). Amortization is provided for under the straight line method over three (3) years, which is the term of the convertible notes and nine months for the original term of the Note Payable. Total amortization for the nine months ended April 30, 2007 is $20,614.

Software and manuals, Covenant Not To Compete and Manufacturing & Distribution Agreement acquired in the acquisition of Micro Health Systems, Inc. (See Note 3) with cost of $80,000, $20,000 and $700,000 respectively are being amortized over a 24 month period for the software and the Covenant and 5 ½ years for the manufacturing and distribution agreement. The total amortization expense for the nine months ended April 30, 2007 is $132,590.

o) Derivative Instruments

Because of the limited trading history of our Common Stock, we have estimated the future volatility of our Common Stock price based on not only the history of our stock price but also the experience of other entities considered comparable to us. The identification of, and accounting for, derivative instruments and the assumptions used to value them can significantly affect our financial statements.

p) Registration Rights Agreements

In connection with the sale of debt or equity instruments, we may enter into Registration Rights Agreements. Generally, these Agreements require us to file registration statements with the Securities and Exchange Commission to register common shares that may be issued on conversion of debt or preferred stock, to permit re-sale of common shares previously sold under an exemption from registration or to register common shares that may be issued on exercise of outstanding options or warrants.

F-12

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 1 Summary of Significant Accounting Policies and Organization (cont’d)

p) Registration Rights Agreements (cont’d)

The Agreements usually require us to pay penalties for any time delay in filing the required registration statements, or in the registration statements becoming effective, beyond dates specified in the Agreement. These penalties are usually expressed as a fixed percentage, per month, of the original amount we received on issuance of the debt or preferred stock, common shares, options or warrants. We account for these penalties as a contingent liability and not as a derivative instrument. Accordingly, we recognize the penalties when it becomes probable that they will be incurred. Any penalties are expenses over the period to which they relate.

NOTE 2 Convertible Notes

On October 31, 2005, the Company entered into a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $3,000,000 of 8% secured convertible notes, each advance is evidenced by a note which is due three years from the date of the advance, and for stock purchase warrants exercisable for a total of 5,000,000 shares of Common Stock each issuance of warrants expiring on the fifth anniversary from the date of issue. The warrants are issued at the time funds are advanced at 1,666,667 per $1 million advanced. The notes are convertible, at the holder’s option, into shares of Common Stock, in whole or in part, at any time after the original issue date. No interest shall be due and payable for any month in which the Company’s stock trading price is greater than $0.1125 for each trading day of the month.

The number of shares of Common Stock issuable upon a conversion is to be determined by dividing the outstanding principal amount of the notes to be converted, plus related accrued interest, by the conversion price. The conversion price in effect on any conversion date will be at the selling stockholder’s option, at the lower of(i) $0.12 or (ii) a 40% discount to the average of the three lowest intraday trading prices for the Common Stock on a principal market for the twenty trading days preceding, but not including, the conversion date. The total shares at April 30, 2007 were 498,321,386.

The stock purchase warrants have an exercise price of $0.50 per share.

The Company has closed on the entire $3,000,000 of convertible notes contemplated by the Securities Purchase Agreement and issued stock purchase warrants exercisable for 5,000,000 shares of Common Stock in connection therewith. The dates of the advance of the funds of $1 million each were October 31, 2005 and January 20, 2006 and $500,000 each on July 25, 2006 and August 8, 2006. The stock registration was effective August 4, 2006.

F-13

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 2 Convertible Notes (cont’d)

On November 30, 2006, the Company entered into an additional securities purchase agreement with AJW Partners, LLC and its related entities for the sale of $400,000 of 8% secured convertible notes due November 30, 2009, and for stock purchase warrants of 4,000,000 shares of Common Stock exercisable at anytime at $.08 per share, expiring on the seventh anniversary from the date of issue, November 30, 2013.

The funds were advanced on November 30, 2006, in the amount of $392,500, less a $7,500 charge as a loan acquisition cost, amortized over the loan period of 36 months. The notes are convertible, at the holders option, into shares of Common Stock, in whole or in part, at any time after the original issue date. No interest shall be due on any payable for any month in which the Company’s stock trading price is greater than $.0775 for each trading day of the month. The notes are secured by all the assets and intellectual property of the Company.

On March 26, 2007, the Company entered into an additional securities purchase agreement with AJW Partners, LLC and its related entities for the sale of $165,000 of 8% secured convertible notes due March 26, 2010, and for stock purchase warrants of 1,000,000 shares of Common Stock exercisable at anytime at $.03 per share, expiring on the seventh anniversary from the date of issue, March 26, 2014.

The funds were advanced on March 26, 2007, in the amount of $150,000, less a $15,000 charge as a loan acquisition cost, amortized over the loan period of 36 months. The notes are convertible, at the holders option, into shares of Common Stock, in whole or in part, at any time after the original issue date. No interest shall be due on any payable for any month in which the Company’s stock trading price is greater than $.0775 for each trading day of the month. The notes are secured by all the assets and intellectual property of the Company.

See Paragraph 2 of this note related to the terms of conversion. The total shares at April 30, 2007, included in Paragraph 2 above, includes all additional convertible notes.

All notes include a Registration Rights Agreement. The Company was required to register additional shares by January 29, 2007 in relation to the notes dated November 30, 2006, this was not done. There is a penalty of 2% per month of the note amount of $400,000, or $8,000 per month, a penalty of $24,774 was accrued through April 30, 2007.

F-14

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 2 Convertible Notes (cont’d)

In connection with the aforementioned issuance of the $1,000,000 of convertible notes, on October 31, 2005, the Company granted a first priority security interest in all the assets of the Company. The issuance of convertible notes resulted in conversion features being accounted for as embedded derivative liabilities in accordance with EITF00-19 and SFAS 133 (see Note 4). The note holder’s have converted notes of $200,620 and accrued interest of $216,579 into 16,499,000 shares of Common Stock as of April 30, 2007. The balance of the notes are $3,364,379, at April 30, 2007. Interest due of $14,240 is included in Accrued Expenses.

NOTE 3 Notes Payable

a) The Company has borrowed $150,000 from an unrelated individual. The Note is dated August 1, 2005. The outstanding balance of the loan shall bear monetary interest at the fixed rate of six percent (6%) simple, non-compounding interest payable in arrears per annum.

The outstanding balance of principal and interest is due and payable on demand on or after August 1, 2006. All payments shall apply first to interest accrued and then principal. The Company may prepay all or part without a pre-payment penalty. The loan was not paid on August 1, 2006 and was extended under the same terms by mutual agreement. Interest due of $15,950 is included in Accrued Expenses.

Default shall occur upon (1) failure to make payment on the note or transfer of stock when due, (2) Company institutes bankruptcy or solvency proceedings or make an assignment for the benefit of creditors.

Note Payable - Current$150,000

b) The Company has entered into a loan agreement with an unrelated individual. The note is dated October 11, 2005. The note provides for a total loan of $400,000, the Company received $190,000 by October 31, 2005. The balance of $210,000 was subsequently received on November 29, 2005. The note bears interest at a fixed rate of 8%, plus the prevailing variable margin rate charged to the lender. As of April 30, 2007, the margin rate was 7.625%. The lender was paid a loan acquisition cost on December 5, 2005, in Common Stock of 1 million shares.

F-15

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

AS OF APRIL 30, 2007

(UNAUDITED)

NOTE 3 Notes Payable (cont’d)

The cost was recorded at market value at the date of the loan which was $ .12 per share, for a total of $120,000. The outstanding balance of principal and accrued interest was due and payable on April 11, 2006. The note has been extended to February 28, 2007 by addendum under the current terms and interest is being accrued. The addendum was signed on November 11, 2006. In consideration of the waiver and extension, the Company, with the signing, paid the lender $20,000. The lender was also issued additional warrants to purchase 400,000 shares of common stock, 200,000 at $0.10 per share and 200,000 at $0.20 per share, which expire on February 28, 2008. As of April 30, 2007, the note has not been paid.

At April 30, 2007, $92,611 of interest expense is included in Accrued Expenses. As security for the loan, the Company has pledged all of its tangible and intangible assets. Commencing on January 1, 2006, the Company shall establish an escrow account and shall deposit 25% of all proceeds generated by the thermal imaging cameras purchased with $210,000 of proceeds from the loan. The funds shall remain in escrow for use in paying all sums due to the lender. To April 30, 2007, no funds have been put into escrow.

In addition, the lender has the option to convert the loan into fully registered, unsecured Common Stock of the Company at a conversion price on the day of conversion, minus 40%. The total shares at April 30, 2007 were 39,096,111. The lender shall have the right to convert on the prepayment date or the due date, whichever occurs first. The issuance of the notes and warrants resulted in conversion features being accounted for as embedded derivative liabilities in accordance with EITF00-19 and FASB 133 (see Note 4).

Balance due at April 30, 2007$400,000

c) On December 21, 2005, the Company completed the purchase of certain assets of Micro Health Systems, Inc. (“MHS”) under a definitive agreement.

Total consideration paid by the Company was $600,000, plus 2,000,000 shares of Restricted Common Stock. The Company paid $400,000 at closing. A promissory note was executed for $200,000 with interest at 8% per annum. $100,000 is due with accrued interest on or before the 180^th day following the date of the Note which is June 19, 2006, with the balance of principal and interest due and payable on or before the 365^th day following the date of the note.

F-16

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

NOTE 3 Notes Payable (cont’d)

The 2,000,000 shares of Restricted Common Stock were issued on December 21, 2005 and priced at the market price of $ .10 per share for a total value of $200,000. The cost was allocated as follows:

Mikron Manufacturing Distribution Agreement
Customer List and Intangible Assets	$	700,000
Tangible Assets		80,000
Covenant Not-To-Compete		20,000
Total	$	800,000

In addition, 1,500,000 shares of Restricted Common Stock are being held in escrow as security for the note payable of $200,000. These shares have been shown as issued but not outstanding. The Company is in default on $200,000 of the Note Payable and interest of $4,000 which was due June 19, 2006 on the first $100,000 of notes due. Due to the default, the interest charged from June 19, 2006 is 18% on the $200,000 Note Payable. Interest expense of $33,938 is included in Accrued Expenses.

On November 28, 2006, the Company received a letter due to the default, giving it ten (10) days to pay the note and accrued interest or the 1,500,000 shares held in escrow will be issued to the shareholder of Micro Health Systems, Inc. As of April 30, 2007, nothing has transpired.

Balance due at April 30, 2007$200,000

NOTE 4 Derivative Financial Instrument Liabilities

We use the Black-Scholes option pricing model to value options and warrants, and the embedded conversion option components of any bifurcated embedded derivative instruments that are recorded as derivative liabilities. See Note 1, related to embedded derivative instruments accounting policy.

In valuing the options and warrants and the embedded conversion option components of the bifurcated embedded derivative instruments, at the time they were issued and at April 30, 2007, we used the market price of our Common Stock on the date of valuation, an expected dividend yield of 0% and the remaining period to the expiration date of the options or warrants or repayment date of the convertible debt instrument. All options, warrants and conversion options can be exercised by the holder at any time.

F-17

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

NOTE 4 Derivative Financial Instrument Liabilities

Because of the limited historical trading period of our Common Stock, the expected volatility of our Common Stock over the remaining life of the options and warrants has been estimated at 123%, based on a review of the historical volatility and of entities considered by management as comparable. The risk-free rates of return used ranged from 4.67% to 5.00%, based on constant maturity rates published by the U.S. Federal Reserve, applicable to the remaining life of the options or warrants.

F-18

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

NOTE 4 Derivative Financial Instrument Liabilities (cont’d)

At April 30, 2007, the following derivative liabilities related to Common Stock options and warrants and embedded derivative instruments were outstanding (see Notes 2 and 3):

Issue Date	Expiry Date		No. of Warrants		Issued To		Exercise Price Per Share		Value - Issue Date		Value - April 30, 2007
10/11/1905	4/11/1906		1,000,000		Thompson		$.50		$41,526		$1
11/19/1906		2/18/1908		200,000		Thompson	$	.10		3,845		365
11/19/1906		2/18/1908		200,000		Thompson	$	.20		2,276		114
10/31/1905		10/31/1910		1,666,667		AJW Partners	$	.50		169,629		10,364
1/20/1906		1/20/1911		1,666,667		AJW Partners	$	.50		81,321		11,421
7/25/1906		7/25/1911		833,333		AJW Partners	$	.50		146,197		6,843
8/4/1906		8/4/1911		833,333		AJW Partners	$	.50		102,816		6,930
11/30/1906		11/30/1913		4,000,000		AJW Partners	$	0.08		158,741		68,308
3/26/1907		3/26/1914		1,000,000		AJW Partners	$	0.03		25,433		18,724
Fair value of derivative instrument liabilities for warrants									$	731,784	$	123,070

F-19

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

NOTE 4 Derivative Financial Instrument Liabilities (cont’d)

Issue Date	Due Date		Note Amount		Instrument		Exercise Price Per Share		Value - Issue Date		Value - April 30, 2007
10/11/1905		4/11/1906	$	400,000		Loan		Various	$	370,189	$	315,964
10/31/1905		10/31/1908		1,000,000		Convertible Notes		Various		2,681,204		1,961,588
1/20/1906		1/20/1909		1,000,000		Convertible Notes		Various		1,363,058		2,472,044
7/25/1906		7/25/1909		500,000		Convertible Notes		Various		791,994		1,281,258
8/4/1906		8/4/1909		500,000		Convertible Notes		Various		616,127		1,284,264
11/30/1906		11/30/1909		400,000		Convertible Notes		Various		523,047		1,045,638
3/26/1907		3/26/1910		165,000		Convertible Notes		Various		274,500		438,410
Fair value of bifurcated embedded derivative instrument liabilities									$	6,620,119	$	8,799,166
Total derivative financial instruments									$	7,351,903	$	8,922,236

F-20

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

NOTE 6 Stockholders’ Equity (Deficit)

On August 14, 2006, the Company issued 300,000 shares of Restricted Common Stock to various individuals for marketing services. The number of shares of stock issued was at 30% of the market value. The total recorded as Common Stock was $300 and additional paid in capital of $13,200. The amount of $13,500, the charge for the services rendered, is reflected as an expense in the Statement of Operations.

On September 19, 2006, the Company issued 450,000 shares of Restricted Common Stock for medical consulting services. The number of shares of stock issued was at 30% of the market value for the fair value of the service. The total recorded as common stock was $450 and additional paid in capital of $9,540. $9,990 is reflected as medical consulting in the Statement of Operations.

On December 4, 2006, the Company issued 9,853,993 shares of Restricted Common Stock. The number of shares of stock issued was at 30% of the market value. 4,300,000 shares were issued to employees, 1,353,993 for legal services and 4,200,000 for computer and financial consulting services. The total recorded as Common Stock was $9,854 and additional paid in capital of $137,965. A total of $147,819 is reflected as an expense in the Statement of Operations.

During the quarter ended April 30, 2007, the Company issued 2,196,154 shares of Restricted Common Stock as follows, Financial Consulting, 400,000 shares, Medical Consulting, 1,200,000 shares and Legal Services, 596,154 shares. 2,100,000 shares are at 75% of market value and 96,154 shares were at market value. The total recorded as Common Stock was $2,196 and additional paid in capital of $17,146. A total of $19,342 is reflected as an expense in the Statement of Operations.

Note 7 Derivative Instruments Income, Net

Derivative instruments expense of $3,273,872 represents the net unrealized (non-cash) change during the nine months ended April 30, 2007, in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt that have been bifurcated and accounted for separately.

Note 8 Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

F-21

WELLSTAR INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

APRIL 30, 2007

(UNAUDITED)

Note 8 Going Concern (cont’d)

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $5,431,980 and a negative cash flow from operations of $1,176,172 for the nine months ended April 30, 2007, negative working capital of $1,699,777, and a stockholders’ deficiency of $9,228,730 at April 30, 2007.

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional funds and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s plans include the raising of additional capital through private or public transactions and implementation of its business and marketing plan to increase revenues.

Note 9 Employee Compensation Plan

In December 2006, the Company filed a Form S-8 to register 5,000,000 shares of common stock with a proposed offering price of $ .075 per share related to the formation of the Wellstar International, Inc. 2006 Employee Compensation Plan.

Note 10 Subsequent Events

AJW Partners, LLC and related entities converted a portion of their notes (See Note 2) into 3,500,000 shares of Common Stock during the period May 1, 2007 through June 12, 2007.

The Company issued to AJW Partners, LLC and related entities, under a securities purchase agreement, dated May 30, 2007, Callable Secured Convertible Notes in the amount of $435,000 with interest at 8% per annum, due 36 months from the date of issue, and 10 million Warrants convertible into shares of Common Stock at $ .02 per share. The Warrants are convertible any time after the date of issue.

F-23

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

Forward-Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of the Private Securities litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than these statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.

The following discussion and analysis should be read in conjunction with the financial statements of Wellstar International, Inc., included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview and Plan of Operation

Wellstar International, Inc. ("Wellstar" or the "Company") was formed in the State of Nevada on December 5, 1997. Wellstar was a development stage company with no operating activities. On July 12, 2005, Wellstar entered into a share exchange agreement with Trillennium Medical Imaging, Inc. ("Trillennium" or "TMI"), a development stage company formed in June, 2005. As a result of the share exchange agreement, Trillennium became a subsidiary of Wellstar.

Wellstar, through its Trillennium subsidiary, is dedicated to developing and licensing the use of advanced thermal imaging technology in the consumer health care and veterinary markets throughout the United States. Wellstar has obtained the rights to market a thermal imaging camera using infrared technology approved by the Food and Drug Administration as an adjunctive diagnostic device and software for thermal imaging pursuant to an exclusive supplier contract with the camera's manufacturer. Mikron Instrument, Inc. (Wellstar does not manufacture the thermal imaging cameras). Our camera and software technology is known as the TMI Thermal Imaging System.

We have been developing our market opportunity since the inception of Trillennium Medical Imaging, Inc. and initially positioned our equipment in pain clinics and acute care facilities pursuant to agreements with Surgicenters of America, Inc., a subsidiary of Triad Hospital Group, and with Primary Care Practitioners, which operates pain clinics. However, we have recently refocused our plan of operation from placement of our equipment primarily in pain and breast cancer screening clinics to development of market demand through the use of advanced medical research to develop verifiable data evidencing the usefulness of our thermal imaging cameras in adjunctive medical diagnostic screening environments.

In furtherance of our refocused business strategy, we have entered into a verbal agreement with Duke Medical Center pursuant to which Duke Medical Center has agreed to use our TMI Thermal Imaging System imaging systems in research studies conducted at Duke Medical Center's facilities. There are currently two such studies underway at Duke University Medical Center utilizing the TMI Thermal Imaging System in the areas of Oestoarthritis and Sports Medicine. Two additional studies are being contemplated in the areas of Pressure Ulcers (bed sores), and Breast Screening.

While we continue to develop our plan to penetrate the equine market, we have not yet entered into any license agreements in this industry. In addition, we are continuing to seek qualified directors, employees and consultants, and to pursue agreements with pain clinic owners and operators.

Pursuant to our refocused business strategy, we have terminated our written agreement with Primary Care Practitioners and our verbal agreement with Natural Horizons Wellness Center. Our agreement with Surgicenters of America, the surgical division of Triad Hospitals, Inc., remains in effect. Training and site survey for installation of our thermal imaging systems at Surgicenters' facilities began in January, 2006. However, actual installation has been postponed pending initial results of our research studies underway at Duke University Medical Center. We have also placed one of our thermal imaging systems at Spineonumics Health Center in Orlando, Florida pursuant to a verbal agreement with Spineonumics. The system is being used in a clinical trial.

Results of Operations

Three Months Ended April 30, 2007 compared to Three Months Ended April 30, 2006

3

Revenue and Gross Profit

Our revenue and gross profit for the three months ended April 30, 2007 was zero and for April 30, 2006 the revenue was $20,450 and the gross profit was a loss of $33,338. We have refocused our business strategy towards research and development of our thermal imaging technology. Accordingly, we have not yet installed our thermal imaging systems at revenue generating customer locations in the last two operating quarters.

Net Loss

For the three months ended April 30, 2007, we incurred a net loss of $5,366,548, or $.05 per share, which was an increase of $4,033,968 from the net loss of $1,332,580, or $.02 per share for the three months ended April 30, 2006. The increase in net loss is primarily attributable to the Derivative Instrument, Net expense, which increased by $4,122,115 from an expense of $637,634 for the quarter ended April 30, 2006 as compared to an expense of $4,759,749 for the quarter ended April 30, 2007. This increase in the expense from the derivative instrument was primarily incurred in connection with our 8/06, 11/06 and 3/07 Secured Convertible Note and Warrant financing. Derivative Instrument expense represents the net unrealized (non-cash) change during the three months ended April 30, 2007 and 2006 in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt that have been bifurcated and accounted for separately.

Operating Expenses

Total operating expenses for the three months ended April 30, 2007 decreased by $78,556 to $491,868 from $570,424 for the three months ended April 30, 2006. This change is due principally to an decrease in expense for depreciation and amortization to $83,088 from $124,027.

Nine Months Ended April 30, 2007 compared to Nine Months Ended April 30, 2006

Revenue and Gross Profit

Our revenue for the nine months ended April 30, 2007 was $1,500, as compared to revenue of $20,875 for the nine months ended April 30, 2006. Our gross profit for the nine months ended April 30, 2007 was $1,400, as compared to a loss of $32,913 for the nine months ended April 30, 2006. We have refocused our business strategy towards research and development of our thermal imaging technology. Accordingly, we have installed our thermal imaging systems at revenue generating customer locations on a limited basis.

Net Loss

For the nine months ended April 30, 2007, we incurred a net loss of $5,431,980, or $.06 per share, which was an increase of $950,553 from the net loss of $4,481,427, or $.06 per share for the nine months ended April 30, 2006. The increase in net loss is attributable to Derivative Instrument Net expense, which increased by $580,642 from $2,693,230 for the nine months ended April 30, 2006 as compared to $3,273,872 for the nine months ended April 30, 2007. This increase in the expense from the derivative instrument was primarily incurred in connection with our 8/06, 11/06 and 3/07 Secured Convertible Note and Warrant financing. Derivative Instrument expense represents the net unrealized (non-cash) change during the nine months ended April 30, 2007 and 2006 in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt that have been bifurcated and accounted for separately.

Operating Expenses

Total operating expenses for the nine months ended April 30, 2007 increased by $256,859 to $1,873,608 from $1,616,749 for the nine months ended April 30, 2006. This change is due principally to an increase in expenses for professional fees to $368,020 from $308,418, and an increase in interest expense to $268,235 from $80,855.

Liquidity and Capital Resources

As of April 30, 2007, we had a working capital deficit of approximately $1,699,777, and cash of $27,628. We have acquired additional financing in the amount of $435,000 pursuant to a Securities Purchase Agreement with AJW Partners, LLC and affiliates entered into in May, 2007. However, we do not have the funds necessary to maintain our operations for the remainder of our fiscal year, and will need to raise additional funding.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief operating history as a start up company, our operations have not been a source of liquidity. We will need to obtain additional capital in order to maintain and expand our operations. We are currently investigating other financial alternatives, including additional equity and/or debt financing. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. However, there can be no assurance that that any additional financing will become available to us, and if available, on terms acceptable to us.

Recent Financings

In March, 2007, Wellstar International, Inc. ("Wellstar" or the "Company") entered into a Securities Purchase Agreement with AJW Partners, LLC ("Partners"), AJW Offshore, Ltd. ("Offshore"), AJW Qualified Partners, LLC ("Qualified") and New Millennium Capital Partners, II, LLC ("Millennium") for the sale of (i) 8% secured convertible notes in an aggregate principal amount of $165,000 (the "Notes"); and (ii) warrants to purchase 1,000,000 shares of the Company's common stock (the "Warrants")(Partners, Offshore, Qualified and Millennium are collectively referred to as the "Purchasers"). Net proceeds of $150,000 were disbursed to the Company upon closing.

4

The Notes bear interest at the rate of 8% per annum. Interest is payable quarterly, unless the Company's common stock is greater than $0.0775 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 40% discount to the average of the three lowest trading prices of the common stock during the 20 trading day period prior to conversion. At the Company's option, in any month where the current stock price is below the Initial Market Price, the Company can pay the outstanding principal and interest due for that month and this will stay any conversions for that month. The term "Initial Market Price" means the volume weighted average price of the common stock for the five trading days immediately preceding the closing which was $0.09. The Notes contain a call option whereby, if the Company's stock price is below $0.15, 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 $0.09, 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 the Notes are due upon a default under the terms of the Notes. In addition, the Company granted the Purchasers a security interest in substantially all of the Company's assets and intellectual property. The Company is required to file a registration statement with the Securities and Exchange Commission within 60 days of closing, which will include the common stock underlying the Notes and the Warrants.

The Warrants are exercisable until seven years from the date of issuance at a purchase price of $0.03 per share. The Purchasers may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement. In the event the Purchasers exercise the Warrants on a cashless basis, then the Company will not receive any proceeds. Upon an issuance of shares of common stock below the market price, the exercise price of the Warrants will be reduced accordingly. The market price is determined by averaging the last reported sale prices for the Company's shares of common stock for the five trading days immediately preceding such issuance as set forth on the Company's principal trading market. The exercise price shall be determined by multiplying the exercise price in effect immediately prior to the dilutive issuance by a fraction. The numerator of the fraction is equal to the sum of the number of shares outstanding immediately prior to the offering plus the quotient of the amount of consideration received by us in connection with the issuance divided by the market price in effect immediately prior to the issuance. The denominator of such issuance shall be equal to the number of shares outstanding after the dilutive issuance.

The conversion price of the Notes and the exercise price of the Warrants may be adjusted in certain circumstances such as if the Company pays a stock dividend, subdivides or combines outstanding shares of common stock into a greater or lesser number of shares, or takes such other action as would otherwise result in dilution of the selling stockholder's position.

The Purchasers have agreed to restrict their ability to convert their Notes or exercise their Warrants 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.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements and accompanying notes. Management bases its estimates on historical information and assumptions believed to be reasonable. Although these estimates are based on management's best knowledge of current events and circumstances that may impact the Company in the future, actual results may differ from these estimates.

Our critical accounting policies are those that affect our financial statements materially and involve a significant level of judgment by management.

The Company has adopted the policy of capitalizing the cost of its imaging equipment and depreciating the cost against earnings over the straight line method using an estimated useful life of five years. Because the useful life of any new technology is difficult to estimate due to factors such as competition, obsolescence, government regulations, etc., this accounting estimate is reasonably likely to change from period to period with a material impact on our financial statements. The significance of the accounting estimate to the Company's financial statements is that the equipment on the balance sheet is stated at cost less accumulated amortization and the corresponding depreciation is an expense on the statement of operations. The estimate as to the useful life of these assets will directly affect the carrying amount on the balance sheet and the expense for depreciation recorded in the statement of operations. Accordingly, shareholders' equity and earnings will be materially affected.

Revenue Recognition

Revenue will be recognized as earned per the licensing agreements which provide for a fixed fee for each thermal imaging camera we install. The revenue is recognized in the month that the camera is in use at the customer's facility.

5

Derivative Instruments

In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For options, warrants and bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. That model requires assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, we have estimated the future volatility of our common stock price based on not only the history of our stock price but also the experience of other entities considered comparable to us. The identification of, and accounting for, derivative instruments and the assumptions used to value them can significantly affect our financial statements.

Registration Rights Agreements

In connection with the sale of debt or equity instruments, we may enter into registration rights agreements. Generally, these registration rights agreements require us to file registration statements with the Securities and Exchange Commission to register common shares that may be issued on conversion of debt or preferred stock, to permit re-sale of common shares previously sold under an exemption from registration or to register common shares that may be issued on exercise of outstanding options or warrants.

The registration rights agreements usually require us to pay penalties for any time delay in filing the required registration statements, or in the registration statements becoming effective, beyond dates specified in the registration rights agreement. These penalties are usually expressed as a fixed percentage, per month, of the original amount we received on issuance of the debt or preferred stock, common shares, options or warrants. We account for these penalties as a contingent liability and not as a derivative instrument. Accordingly, we recognize the penalties when it becomes probable that they will be incurred. Any penalties are expensed over the period to which they relate.

Recent Accounting Pronouncements

Emerging Issues Task Force Pronouncement 00-27, relating to certain convertible instruments, requires the discounting of certain debt instruments when the conversion feature meets certain criteria. FASB 123R, Stock Options To Employees And Consultants. This pronouncement relates to employees and consultants who receive stock based pay.

The Company will account for the fair value of employee and non-employee options and warrants in accordance with SFAS No. 123R, "Share-Based Payment", which is effective for options and warrants during the annual reporting period beginning after December 15, 2005. The compensation cost will be measured after the grant date based on the value of the reward and is recognized over the service period. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes stock option pricing model. The Company has not yet adopted a stock option plan but is evaluating the affect of a stock option plan on its financial position and results of operations in future periods.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

(b) Changes in internal controls. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Wellstar is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of Wellstar's business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

6

In September 2006, we issued an aggregate of 450,000 shares of our common stock to two individuals for consulting services rendered in connection with our verbal agreement with Duke University Medical Center.

In December, 2006, we issued the following shares of common stock:

o 200,000 shares to an individual consultant for information technology consulting services.

o An aggregate of 1,356,993 shares to our corporate counsel and our securities counsel for legal services.

o 2,000,000 shares to Howard Bielski for accounting services rendered in connection with our SEC reporting obligations.

o 1,300,000 shares to five employees for year end bonuses.

o 4,000,000 shares pursuant to a proposed agreement that was not consummated. Accordingly, we are planning to cancel this issuance.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On December 1, 2006, the Company received a notice of default in connection with the secured promissory note issued to Micro Health Systems, Inc. on January 31, 2006 as part of the purchase price for the assets of Micro Health Systems (the "MHS Note"). The MHS note is secured by 1,500,000 shares of the Company's common stock. The MHS Note currently has an outstanding principal balance and accrued interest as of the first maturity date of June 21, 2006 of $207,891.20. The default notice states that the pledged shares will be released from escrow if the outstanding principal balance and accrued interest is not paid within ten days from receipt of the default notice.

We are in default pursuant to the registration rights agreement entered into in connection with our November 2006 convertible note financing. The default arises from our failure to file a registration statement by the filing deadline set forth in the registration rights agreement. As a result, we are required to pay to the convertible note holders liquidated damages equal to two percent of the outstanding principal balance of the convertible notes per month.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

EXHIBITS

31.1	Certification by John Antonio, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Howard Bielski, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by John Antonio, President and Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Howard Bielski, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 7. SIGNATURES

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WELLSTAR INTERNATIONAL, INC.
Date: June 22, 2007	By:	/s/ John Antonio
		John Antonio
		Chief Executive Officer (Principal Executive Officer)

By:	/s/ Howard Bielski
	Howard Bielski
	Chief Financial Officer (Principal Financial and Accounting Officer)

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