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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ------------------------------------------------------

                                    **FORM 10-K**
(Mark One)

 [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 2001.

 [ ]    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: 000-28527

                        **Wellstone Acquisition Corporation***(Exact name of registrant as specified in its charter)*

            Delaware                                           52-2201502
 *(State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)*

         221 W. 2nd St, Suite 627
             Little Rock, AR                                     72201
*(Address of principal executive offices)                       (Zip Code)*

       Registrant's telephone number, including area code: (501) 707-0360

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common Stock, $.0001 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment of this Form 10-K [ ]

     On February 7, 2002, there were outstanding 5,000,000 shares of the
registrant's Common Stock, $.0001 par value.

     DOCUMENTS INCORPORATED BY REFERENCE

     None.

**Wellstone Acquisition Corp.

                              Index to Form 10-KSB

                                     PART I**

Item   1.  Description of Business........................................... 3
Item   2.  Description of Property........................................... 9
Item   3.  Legal Proceedings................................................. 9
Item   4.  Submission of Matters to a Vote of Security Holders............... 9

                                     **PART II**

Item   5.  Market for Registrant's Common Equity and Related Stockholder
           Matters........................................................... 9
Item   6.  Selected Financial Data...........................................11
Item   7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.............................................11
Item   7A. Quantitative and Qualitative Disclosures About Market Risk........11
Item   8.  Financial Statements
                 Independent Auditors' Report.............................. F-1
                 Balance Sheet............................................. F-2
                 Statement of Operations................................... F-3
                 Statement of Changes in Shareholders' Equity.............. F-4
                 Statement of Cash Flows................................... F-5
                 Notes to Financial Statements.............................F 6-7
Item   9.  Changes In and Disagreements with Accountants on
           Accounting and Financial Disclosure...............................12

                                    **PART III**

Item 10.   Directors and Executive Officers of the Registrant................12
Item 11.   Executive Compensation............................................12
Item 12.   Security Ownership of Certain Beneficial Owners and Management....13
Item 13.   Certain Relationships and Related Transactions....................13
Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K...13
Signatures...................................................................14

**PART I**

Item 1.  Business.**THE COMPANY****General**

     Wellstone Acquisition Corporation (the "Company") ("Wellstone") was
incorporated on March 24, 1999 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage since
inception and has no operations to date other than issuing shares to its
original shareholder.

     The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended.

     The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company with a class of
registered securities.

**Aspects of a Reporting Company**

     There are certain perceived benefits to being a reporting company.  These
are commonly thought to include the following:

*    increased visibility in the financial community;

*    provision of information required under Rule 144 for trading of eligible
     securities;

*    compliance with a requirement for admission to quotation on the OTC
     Bulletin Board maintained by Nasdaq or on the Nasdaq SmallCap Market;

*    the facilitation of borrowing from financial institutions;

*    improved trading efficiency;

*    shareholder liquidity;

*    greater ease in subsequently raising of capital;

*    compensation of key employees through stock options for which there may be
     a market valuation;

*    enhanced corporate image.

                                       3

     There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:

*    requirement for audited financial statements;

*    required publication of corporate information;

*    required filings of periodic and episodic reports with the Securities and
     Exchange Commission;

*    increased rules and regulations governing management, corporate activities
     and shareholder relations.

**Comparison with Initial Public Offering**

     Certain private companies may find a business combination more attractive
than an initial public offering of their securities. Reasons for this may
include the following:

*    inability to obtain underwriter;

*    possible larger costs, fees and expenses;

*    possible delays in the public offering process;

*    greater dilution of their outstanding securities.

     Certain private companies may find a business combination less attractive
than an initial public offering of their securities. Reasons for this may
include the following:

*    no investment capital raised through a business combination;

*    no underwriter support of after-market trading.

**Potential Target Companies**

     A business entity, if any, which may be interested in a business
combination with the Company may include the following:

*    a company for which a primary purpose of becoming public is the use of its
     securities for the acquisition of assets or businesses;

*    a company which is unable to find an  underwriter of its securities or is
     unable to find an underwriter of securities on terms acceptable to it;

*    a company which wishes to become public with less dilution of its common
     stock than would occur upon an underwriting;

*    a company which believes that it will be able to obtain investment capital
     on more favorable terms after it has become public;

                                       4

*    a foreign company which may wish an initial entry into the United States
     securities market;

*    a special situation company, such as a company seeking a public market to
     satisfy redemption requirements under a qualified Employee Stock Option
     Plan;

*    a company seeking one or more of the other perceived benefits of becoming a
     public company.

     A business combination with a target company will normally involve the
transfer to the target company of the portion of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors. The transfer of common stock may result
in a loss of control for the current shareholder (Pet Quarters, Inc).

     The proposed business activities described herein classify the Company as a
"blank check" company. The Securities and Exchange Commission and certain states
have enacted statutes, rules and regulations limiting the sale of securities of
blank check companies. The Company will not issue or sell additional shares or
take any efforts to cause a market to develop in the Company's securities until
such time as the Company has successfully implemented its business plan and it
is no longer classified as a blank check company.

**Recent Developments**

On November 27, 2001, the Company's shareholder, Pet Quarters, Inc. entered into
an agreement with TSB Holdings Inc. for merger and acquisition services.

     On November 27, 2001, the Company entered into an agreement to sell to TS&B
Holdings Inc. two-thirds (3,333,333 shares) of Wellstone Acquisition
Corporation. The consideration for the transfer of two-thirds of the Company's
common stock will occur upon the successful completion of its first acquisition.
Potential acquisitions will be selected based on TS&B Holdings, Inc. model,
which identifies companies based on revenues and profitability.

                                    **BUSINESS****Plan of Operation**

     The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature, which may include one
business or several businesses in varying industries.

                                       5

     The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company anticipates that the selection of a business opportunity in which to
participate may be complex and extremely risky. Management believes (but has not
conducted any research to confirm) that there are business entities seeking the
perceived benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

     The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire an ownership interest in a reporting
company without incurring the cost and time required to conduct an initial
public offering. Management has not conducted market research and is not aware
of statistical data to support the perceived benefits of a business combination
for the owners of a target company.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, who are not
professional business analysts. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.

     The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture, which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

                                       6
**Terms of a Business Combination**

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, it is possible that the Company's officer and directors may, as part
of the terms of the business combination, resign and be replaced by one or more
new officers and directors.

     It is anticipated that any securities issued in any such business
combination may be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination
and the Company is no longer considered a blank check company. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.

     While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.

     With respect to negotiations with a target company, management expects to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for their shareholdings in the target company. Depending
upon, among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
shareholders at such time.

     The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

                                       7
**Undertakings and Understandings of Target Company**

     As part of a business combination agreement, the Company intends to obtain
certain representations and warranties from a target company as to its conduct
following the business combination. Such representations and warranties may
include (i) the agreement of the target company to make all necessary filings
and to take all other steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock registered on Form
S-8 or issued pursuant to Regulation S and (iii) giving assurances of ongoing
compliance with the Securities Act, the Exchange Act, the General Rules and
Regulations of the Securities and Exchange Commission, and other applicable
laws, rules and regulations.

     A prospective target company should be aware that the market price and
trading volume of the Company's securities, when and if listed for secondary
trading, may depend in great measure upon the willingness and efforts of
successor management to encourage interest in the Company within the United
States financial community. The Company does not have the market support of an
underwriter that would normally follow a public offering of its securities.
Initial market makers are likely to simply post bid and asked prices and are
unlikely to take positions in the Company's securities for their own account or
customers without active encouragement and a basis for doing so. In addition,
certain market makers may take short positions in the Company's securities,
which may result in a significant pressure on their market price. The Company
may consider the ability and commitment of a target company to actively
encourage interest in the Company's securities following a business combination
in deciding whether to enter into a transaction with such company.

     A business combination with the Company separates the process of becoming a
public company from the raising of investment capital. As a result, a business
combination with Company normally will not be a beneficial transaction for a
target company whose primary reason for becoming a public company is the
immediate infusion of capital. The Company may require assurances from the
target company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.

     Prior to completion of a business combination, the Company may require that
it be provided with written materials regarding the target company containing
such items as a description of products, services and company history;
management resumes; financial information; available projections, with related
assumptions upon which they are based; an explanation of proprietary products
and services; evidence of existing patents, trademarks, or service marks, or
rights thereto; present and proposed forms of compensation to management; a
description of transactions between such company and its affiliates during
relevant periods; a description of present and required facilities; an analysis
of risks and competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable assurances
that audited financial statements would be able to be produced within a
reasonable period of time not to exceed 75 days following completion of a
business combination; and other information deemed relevant.

                                       8
**Competition**

     The Company will remain an insignificant participant among the firms, which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's limited financial resources and limited management
availability, the Company may be at a significant competitive disadvantage
compared to the Company's competitors.

**Executive Offices**

     The Company's executive offices are located at 221 W. 2nd St., Suite 627,
Little Rock, Arkansas. The Company's telephone number is (501) 707-0360.

Item 2.  Properties.

     The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently uses the offices of Pet Quarters at no
cost to the Company. Pet Quarters has agreed to continue this arrangement until
the Company completes a business combination.

Item 3.  Legal Proceedings.

     There is no litigation currently pending by or against the Company.

Item 4.  Submission of Matters to a Vote of Security Holders.

     Not applicable.

**PART II**

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

     The Company is authorized to issue 100,000,000 shares of Common Stock,
$.0001 par value of which 5,000,000 shares were outstanding as of February 7,
2002, and 20,000,000 shares of Preferred Stock, $.0001 par value, of which no
shares were outstanding as of February 7, 2002.

     The common stock of the Company is not currently traded on any exchange and
no established trading market for the Company's common stock currently exists;
however, the Company may pursue a trading market for the common stock as an
acquisition vehicle or for liquidity purposes.

                                       9
**COMMON STOCK**

     Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion from funds legally available therefore. Although
the Board of Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of the stockholders of the
Company, the Board of Directors could act in a manner that would discourage an
acquisition attempt or other transaction that some, or a majority, of the
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then market price
of such stock. The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized stock, unless
otherwise required by law or stock exchange rules. In the event of a
liquidation, dissolution or winding up of the Company, the holders of common
stock are entitled to share pro rata all assets remaining after payment in full
of all liabilities. All of the outstanding shares of common stock are fully paid
and non-assessable.

     Holders of common stock have no preemptive rights to purchase the Company's
common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.

                                 **PREFERRED STOCK**

     The Board of Directors is authorized to provide for the issuance of shares
of preferred stock in series and, by filing a certificate pursuant to the
applicable law of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or action by the
shareholders. Any shares of preferred stock so issued would have priority over
the common stock with respect to dividend or liquidation rights. Any future
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
shareholders and may adversely affect the voting and other rights of the holders
of common stock. At present, the Company has no plans to issue any preferred
stock nor adopt any series, preferences or other classification of preferred
stock.

     The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.

                                       10
**HOLDERS**

     There is one holder of the Company's common stock, Pet Quarters, Inc.

                                 **DIVIDEND POLICY**

     The Company has not previously paid cash dividends on its Common Stock. The
Company intends to retain any earnings for use in its business and, therefore,
does not anticipate paying any cash dividends in the foreseeable future.

                    **RECENT SALES OF UNREGISTERED SECURITIES.**

     During the past three years, the Company has sold securities, which were
not registered as follows:

DateNameNumber of SharesConsideration

March 25, 1999       TPG Capital Corporation   5,000,000           $500
March 6, 2000        Pet Quarters, Inc         5,000,000           $500
(Pet Quarters, Inc., purchased 5,000,000 shares from TPG Capital Corporation)

Item 6.  Selected Financial Data.

     The selected financial data presented below should be read in conjunction
with the Company's financial statements and the related notes thereto.

Statement of Income Data               20012000

     Revenue from Operations            $0           $0
     Total expenses                     $3           $0
     Other income                       $13          $7
     Net income                         $10          $7
     Net income per share             $0.00       $0.00

Balance Sheet Data

     Total Assets                      $517        $507
     Total Liabilities                 $  0        $  0

Item 7.  Management's Discussion and Analysis of Financial Condition and Resultsof Operations.

     The Company has had no operations to date. The Company continues to search
for target companies for a business combination. TS&B Holdings, Inc. has been
retained for the purpose of locating appropriate acquisitions. Upon a successful
acquisition, TS7B Holdings Inc., will be entitle to receive 2/3 (3,333,333) of
the current outstanding shares of the Company. Currently, Pet Quarters, Inc., is
the Company's sole shareholder.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     Not applicable.

                                       11

Item 8.  Financial Statements.

                          INDEPENDENT AUDITOR'S REPORT

Stockholders and Directors
Wellstone Acquisition Corporation
Little Rock, AR

     We have audited the accompanying balance sheet of Wellstone Acquisition
Corporation (a Delaware Corporation) as of December 31, 2001 and the related
statements of operations, stockholders' equity, and cash flows for the period
then ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express and opinion on these financial
statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wellstone Acquisition
Corporation at December 31, 2001, and the results of its operations and cash
flows for the period then ended in conformity with generally accepted accounting
principles.

     The accompanying financial statements have been prepared assuming Wellstone
Acquisition Corporation will continue as a going concern. As discussed in Note 3
to the financial statements, the Company has an accumulated deficit and a
negative net worth at December 31, 2001. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/S/ Bierwolf, Nilson & Associates

Bierwolf, Nilson & Associates
Salt Lake City, Utah
January 25, 2002

                                      F-1
**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                                 Balance Sheets

                                     **ASSETS**

                                               December            December
                                               31, 2001            31, 2000
                                          ------------------  -----------------

CURRENT ASSETS
--------------

     Cash  (Note 1)                       $             517   $            507
                                          ------------------  -----------------

         TOTAL ASSETS                     $             517   $            507
                                          ==================  =================

                      **LIABILITIES AND STOCKHOLDERS' EQUITY**

CURRENT LIABILITIES                       $        -           $       -
-------------------

STOCKHOLDERS' EQUITY
--------------------

 Preferred stock, 20,000,000 authorized
   at $.0001 par value; none issued and
   outstanding                                     -                   -
 Common Stock, 100,000,000 shares
   authorized at $.0001 par value;
   5,000,000 shares issued and outstanding              500                500
 Additional paid in capital                           1,330              1,330
 Accumulated deficit during development stage        (1,313)            (1,323)
                                          ------------------  -----------------

         Total Stockholders' Equity                     517                507
                                          ------------------  -----------------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY             $             517   $            507
                                          ==================  =================

   The accompanying notes are an integral part of these financial statements.

                                       F-2
**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                            Statements of Operations

                                                                                        From
                                             For the Year        For the Year       March 24, 1999
                                                Ended               Ended           (Inception) to
                                              December            December             December
                                              31, 2001            31, 2000             31, 2001
                                          ------------------  ------------------  -----------------

REVENUE                                   $        -          $        -          $        -
-------                                   ------------------  ------------------  -----------------

EXPENSES
--------
   Organization expense                            -                   -                       580
   Professional fees                               -                   -                       750
   Other                                                  3            -                         3
                                          ------------------  ------------------  -----------------
     Total Expenses                                       3            -                     1,333

OTHER INCOME
------------
   Interest Income                                       13                   7                 20
                                          ------------------  ------------------  -----------------
     Total Other Income                                  13                   7                 20

NET INCOME (LOSS) - Before Taxes          $              10   $               7   $         (1,313)
-----------------                         ------------------  ------------------  -----------------
   Taxes (Note 1)                                  -                   -                   -

INCOME (LOSS)                             $              10   $               7   $         (1,313)
-------------                             ==================  ==================  =================

Loss Per Common Share (Note 1)            $        -          $        -
                                          ==================  ==================

WEIGHTED AVERAGE OUTSTANDING SHARES               5,000,000      5,000,000
                                          ==================  ==================

   The accompanying notes are an integral part of these financial statements.

                                       F-3
**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
            From March 24, 1999 (Inception) through December 31, 2001

                                                                                 Deficit
                                                                               Accumulated
                                                                  Additional     During
                                      Common          Common       Paid-In     Development
                                      Shares           Stock       Capital       Stage
                                 ----------------------------------------------------------

Balance at March 24, 1999                -          $      -      $      -     $       -

Common Shares Issued for Cash
   Valued at $.0001 Per Share       5,000,000              500           -             -

Contribution to Capital                  -                 -           1,330           -

Net (Loss) for the Period
   Ended December 31, 1999               -                 -             -          (1,330)
                                 ----------------------------------------------------------

Balance at December 31, 1999        5,000,000              500         1,330        (1,330)

Net Income for the Year Ended
   December 31, 2000                     -                 -             -               7
                                 ----------------------------------------------------------

Balance at December 31, 2000        5,000,000              500         1,330        (1,323)

Net Income for the Year Ended
   December 31, 2001                     -                 -             -              10
                                 ----------------------------------------------------------

Balance at December 31, 2001        5,000,000       $      500    $    1,330   $    (1,313)
                                 ==========================================================

   The accompanying notes are an integral part of these financial statements.

                                       F-4
**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                              From
                                             For the Year  For the Year  March 24, 1999
                                                Ended        Ended       (Inception) to
                                               December     December        December
                                               31, 2001     31, 2000        31, 2001
                                             ------------  ------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
 Net Income (Loss)                            $       10    $        7    $     (1,313)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
 Contributed Capital                                   -             -           1,330
                                             ------------  ------------  --------------
     Net cash used in operating activities            10             7              17

CASH FLOWS FROM INVESTING ACTIVITIES                   -             -               -
                                             ------------  ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

 Proceeds from issuance of common stock                -             -             500
                                             ------------  ------------  --------------
     Net cash used in financing activities:            -             -             500

     INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                             10             7             517

     CASH AND CASH EQUIVALENTS
     AT THE BEGINNING OF YEAR                        507           500               -
                                             ------------  ------------  --------------

     CASH AND CASH EQUIVALENTS
     AT THE END OF YEAR                       $      517    $      507    $        517
                                             ============  ============  ==============

CASH PAID DURING THE YEAR FOR:
------------------------------

 Interest                                     $        -    $        -    $          -
 Income Taxes                                 $        -    $        -    $          -

   The accompanying notes are an integral part of these financial statements.

                                       F-5

**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 2001

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     Organization and Business - Wellstone Acquisition Corporation (the
     "Company") was incorporated in Delaware on March 24, 1999, as Wellstone
     Acquisition Corporation for the purpose of seeking and consummating a
     merger or acquisition with a business entity organized as a private
     corporation, partnership, or sole proprietorship. At December 31, 2001, the
     Company had not yet commenced any formal business operations, and all
     activity to date relates to the Company's formation and proposed fund
     raising.

     The Company's ability to commence operations is contingent upon its ability
     to identify a prospective target business and raise the capital it will
     require through the issuance of equity securities, debt securities, bank
     borrowing or a combination thereof.

     Cash and Cash Equivalents  The Company considers all highly liquid
     investments with maturities of three months or less to be cash equivalents.

     Use of Estimates  The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect reported amounts of assets and
     liabilities, disclosure of contingent assets and liabilities at the date of
     the financial statements and revenues and expenses  during the reporting
     period. In these financial statements, assets, liabilities and earnings
     involve extensive reliance on management's estimates.  Actual results could
     differ from those estimates.

     Earnings (Loss) Per Share  The computation of earnings per share of common
     stock is based on the weighted average number of shares outstanding at the
     date of the financial statements.

     Income Taxes  The Company accounts for income taxes under the Financial
     Accounting Standards Board of Financial Accounting Standards No. 109,
     "Accounting for Income Taxes" ("Statement 109").  Under Statement 109,
     deferred tax assets and liabilities are recognized for the future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax basis.  Deferred tax assets and liabilities are measured using enacted
     tax rates expensed to apply to taxable income in the years in which those
     temporary differences are expected to be recovered or settled.  Under
     Statement 109, the effect on deferred tax assets and liabilities of a
     change in tax rates is recognized in income in the period that include ths
     enactment date.  There were no current or deferred income tax expense or
     benefits due to the Company not having any material operations for the
     period ending December 31, 1999.

NOTE 2 - STOCKHOLDERS' EQUITY

     Preferred Stock  The Company is authorized to issue 20,000,000 shares of
     preferred stock at $.0001 par value, with such designations, voting and
     other rights and preferences as may determined from time to time by the
     Board of Directors.

                                      F-6
**Wellstone Acquisition Corporation**
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)
                                December 31, 2001

NOTE 2 - STOCKHOLDERS' EQUITY - continued

     Common Stock  The Company is authorized to issue 100,000,000 shares of
     common stock at $.0001 par value.  The Company issued 5,000,000 shares of
     its common stock to TPG Capital Corporation ("TPG") pursuant to Rule 506
     for an aggregate consideration of $500.

     The Company signed an Agreement and Plan of Reorganization (the
     "Acquisition Agreement") effective March 6, 2000, which stated that TPG
     would transfer 5,000,000 shares of common stock to Pet Quarters, Inc. in
     exchange for 130,208 shares of common stock in Pet Quarters (the
     "Acquisition"). As a result the Company became a wholly owned subsidiary of
     Pet Quarters. The Acquisition is intended to qualify as a reorganization
     within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of
     1986, as amended. For financial accounting purposes the Acquisition will be
     accounted for using the purchase method of accounting.

     Additional Paid In Capital  Additional paid in capital at December 31, 2001
     represents the fair value of the amount of organization and professional
     costs incurred by TPG on behalf of the Company.

NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using generally accepted
     accounting principles applicable to a going concern, which contemplates the
     realization of assets and liquidation of liabilities in the normal course
     of business. Currently, the Company does not have significant cash or other
     material assets, nor does it have an established source of revenues
     sufficient to cover its operating costs and to allow it to continue as a
     going concern. The Company is currently seeking funding to raise sufficient
     funds to continue operations.

                                       F-7

Item 9.  Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure.

On December 5, 2000, we retained the services of Bierwolf, Nilson & Associates
as our principal auditor. Weinberg & Company, P.A., performed the audit for the
year ended December 31, 1999. The Company did not have any disagreements with
Weinberg & Company on any matters of accounting principals or practices of
financial statement disclosure.

**PART III**

Item 10.  Directors and Executive Officers of the Registrant.

The following table gives certain information regarding directors and executive
officers of the Company as of December 31, 2001:

Name                    Age                Position
-------------------------------------------------------------------------------

Steven B. Dempsey       46                 President and Director
J. Gregg Rollins        44                 Secretary/Treasurer and Director

The information set forth below identifies the principal occupation and
activities of the directors and executive officers during the past five years:

MR. STEVEN DEMPSEY has served as the President of the Company since March 2000.
He currently serves as Chairman, Chief Executive Officer and Director of Pet
Quarters, Inc., the sole shareholder of the Company, and has held such positions
since May 1998. He was Vice-President of Sales and Marketing at Paine Webber,
Inc., between February 1989 and November 1997. Mr. Dempsey is one of two
directors of the Company. Mr. Dempsey was appointed a director in June 1998.

MR. GREGG ROLLINS has served as Secretary/Treasurer of the Company since March
2000. He has been employed as the Chief Financial Officer of Pet Quarters, Inc.,
since April 1999. Mr. Rollins was a Senior Vice-President with Lieblong
Associates from June 1997 until April 1999 and was an Account Vice-President,
assistant manager and sales manager with Paine Webber, Inc., between August 1989
until June 1997.

The Company's By-Laws require the number of Directors, which shall constitute
the Board, shall be not fewer than one nor more than five. The Company may
increase its Directorship by a vote of the Board of Directors and does not
require shareholder approval; however, each Director must be elected at an
annual meeting of the shareholders.

Item 11.  Executive Compensation.

The Company's officers and directors do not receive any compensation for their
services rendered to the Company, have not received such compensation in the
past, and are not accruing any compensation pursuant to any agreement with the
Company. However, the officers and directors of the Company anticipate receiving
benefits as a beneficial shareholder of the Company, as an officer and/or
director and shareholder of Pet Quarters, Inc. Although, no retirement, pension,
profit sharing, stock option, or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees, it is
anticipated that some or all of these plans will be implemented.

                                       12

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

Name and Address                    Amount of Beneficial           Percentage
Of Beneficial Owner                     Ownership                   of Class
-------------------                     ---------                  ----------

Pet Quarters, Inc.                     5,000,000                     100%
221 W. 2nd St.
Suite 627
Little Rock, AR 72201

All shares of common stock of the Company are owned by Pet Quarters, Inc.;
however, upon a successful acquisition introduced by TS&B Holdings, Inc., a
change of control of the Company will occur as 2/3 (3,333,333) of the Company's
common stock will be transferred to TS&B Holdings Inc.

Item 13.  Certain Relationships and Related Transactions.

The President of TS&B Holdings, Michael D. Parnell is a consultant of Pet
Quarters, Inc.; however, Mr. Parnell has not received any compensation from Pet
Quarters, Inc., relating to Wellstone Acquisition Corporation.

None.

**PART IV**

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a) Documents filed as a part of this report.

          1. Financial Statements.

          The following financial statements of Wellstone Acquisition
          Corporation are set forth in Item 8 of this Report.

          **Description**

          Report of Independent Public Accountants
          Balance Sheet
          Statement of Operations
          Statement of Cash Flows
          Notes to Financial Statements

          2. Financial Statement Schedules.None.

          3. Exhibits required by Item 601 of Regulation S-K.**Exhibit No.Description**

             1.1            8-K filed on December 26, 2001 identifying the
                            changing of independent accountants.

                                       13
**SIGNATURES**

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

       **Wellstone Acquisition Corp.**
            (Registrant)

By:/s/ Steven B. Dempsey  February 12, 2002
       Steven B. Dempsey                                        Date
       Chief Executive Officer, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                 By /s/ Steven B. Dempsey  
                                        Steven B. Dempsey, Chief Executive
                                           Officer, President

                                 Date: February 12, 2002

                                 By /s/ J. Gregg Rollins  
                                        J. Gregg Rollins, Secretary/Treasurer

                                 Date: February 12, 2002

                                       14
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