UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB





(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2003
                                  -----------------

( ) 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: 000-50004

                           Filtering Associates, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                                33-0976892
------                                                                ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

18 Technology, Suite 208, Irvine California                               92614
--------------------------------------------------------- ----------------------
(Address of principal executive offices)                             (Zip Code)


                                  949.510.9647
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:


Title of each class registered:       Name of each exchange on which registered:
-------------------------------       ------------------------------------------

              None                                       None

Securities registered under Section 12(g) of the Act:

                  Common Stock, Par Value $.001
                         (Title of Class)

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.  (X) Yes    ( )  No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year. $0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 30, 2004, approximately $119,300.

As of March 30, 2004, there were 2,873,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                       ( )   Yes         (X)    No



                                       1
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------

OUR BACKGROUND. We were incorporated in Nevada on July 10, 2001.

OUR BUSINESS. We market USB flash memory drives by means of its website. USB
flash memory drives are computer peripheral devices that can be used to access
and transport data. Our management believes that there will be a growing market
for this type of device because it is small and compact, comes in various
storage capacities, does not require any battery, software or cables and it is
compatible with IBM PC/compatible desktop and laptop computers with USB or USB
2.0 ports.

Any revenues generated will be used to develop sales and promotional materials
as well as marketing expenses related to meeting with potential customers. Our
management has recently begun marketing and promoting the products that we sell
by attempting to schedule in person meetings with potential customers to display
those products and demonstrate their capabilities. If we are unable to raise
capital or generate revenues to pay for our proposed marketing activities, we
hope that we will continue to market the products that we sell by in person
meetings with prospective customers. Our failure to pay for our marketing
activities could result in our inability to meet the objectives of our business
plan within the next six months.

OUR PRODUCTS. We market and sell USB flash memory drives, under our brand name
of "Filter Drives." A USB flash memory drive can support up to 2GB disk space,
which is 1400 times more than a 1.44MB floppy disk. The Filter Drive USB flash
drive is a "plug and play" device, which means it may be plugged into any USB
port and the computer will automatically detect it as another removable drive,
allowing the user to read, write, copy, delete and move data from a hard disk
drive to or from the flash drive.

Our management believes that our products have many applications, including
allowing the user to play MP3 files, run applications or view videos directly
from a Filter Drive. A Filter Drive also supports flash ROM (EEPROM) for ISP
(In-System Programming) applications. In addition, the user can change or update
their Filter Drive USB flash drive firmware anytime and anywhere through a USB
port. To enhance security, a Filter Drive can be used as a key to valuable
information on the user's hard disk drive. Without the key, i.e., the Filter
Drive, the data is not accessible.

Our management also believes the size and utility of Filter Drives will make
them a popular product. For example, Filter Drives are compact enough to be
carried anywhere, such as on a key chain, yet the devices come in various
storage capacities of 16MB, 32MB, 64MB, 128MB, 256MB, 512MB, 1GB and 2GB.
Therefore, users are not required to carry an entire laptop computer to
transport larger files. The Filter Drive does not require any battery, nor does
it need any software or cables and it is compatible with IBM PC / compatible
desktop and laptop computers with a USB or USB 2.0 port. The USB 2.0 Flash
Memory Filter Drive has the advantage of high-speed data transferring between
multiple desktop PC's. With its USB 2.0 (Backwards compatible with USB1.1)
transfer speeds of up to 8MB/Sec, the USB 2.0 Flash Memory Filter Drives will
transfer files to and from a computer at speeds higher than traditional USB2.0
devices or USB 1.1 Devices. Filter Drives also offer driverless installation for
Windows XP, 2000, ME, Mac 9.x and above, and for Linux 2.4.1 and above.

OUR WEBSITE WWW.FILTERDRIVE.COM. Our website provides product ordering
information along with contact information including our address, telephone
number and e-mail address. Our website also provides sales prospects with
relevant product information.


                                       2
<PAGE>

OUR TARGET MARKETS AND MARKETING STRATEGY. Our objective is to market our
products to computer users who increasingly need portable computer storage
media, such as our flash memory drive components offer. We expect to market the
products that we sell using a variety of tactics, including:

    o    Direct Marketing. Traditional direct mail and e-mail messages will be
         targeted at qualified sales prospects.
    o    Online Marketing. Our website, WWW.FILTERDRIVE.COM, is used to provide
         sales prospects with relevant product information. By maximizing the
         self-service sales potential of our website, we hope to lower our
         overall cost of sales.
    o    Trade Shows. We intend to attend industry events to build awareness and
         generate sales leads. We hope to optimize our investment in event
         participation by attending shows in conjunction with proposed
         partnering organizations, such as companies that manufacture the
         products that we sell.
    o    Advertising. We intend to utilize limited print and online advertising
         to target market niches and to complement the overall marketing
         strategy.

OUR COMPETITION. The market for flash memory drives is intensely competitive,
evolving and subject to rapid technological change. Primary competitive factors
that have typically affected our market include product features such as
durability capacity, reliability, and ease of use, as well as price and customer
support. The intensity of competition is expected to increase in the future.
Increased competition is likely to result in price reductions, reduced gross
margins and loss of market share, any one of which could seriously harm our
business. We may not be able to compete successfully against current or future
competitors and we cannot be certain that competitive pressures we face will not
seriously harm our business. Our competitors vary in size and in the scope and
breadth of the products and services they offer. We encounter competition from a
variety of companies. Price competition is intense with the products that we
sell. We expect price competition to continue to increase and become even more
significant in the future, which may reduce our profit margins.

We also face indirect competition from products that offer levels of
functionality different from those offered by our products, or that were
designed for a somewhat different group of end-users than those targeted by us.
Operating system vendors such as Microsoft have added features to new versions
of their products that provide some of the same functions offered in our
products. Microsoft has incorporated advanced utilities in Windows 95, Windows
98, Windows 2000, Windows Millennium Edition, and Windows XP, and we believe
that this trend will continue.

GOVERNMENT REGULATION. We are subject to federal, state and local laws and
regulations applied to businesses generally, such as payroll taxes on the state
and federal levels. In general, our publications are not subject to particular
regulatory requirements. We believe that we are in conformity with all
applicable laws in all relevant jurisdictions. We may be prevented from
operating if our activities are not in compliance and must take action to comply
with any federal, state, or local regulation.

As use of the Internet has become more prevalent and various negative issues
associated with the Internet have received increasing amounts of publicity,
there has been a correspondingly greater amount of governmental attention
directed to the Internet in the United States Congress and elsewhere. While
various pieces of legislation regulating different aspects of the Internet and
Internet-related activity have been proposed, to date there has been no
legislation enacted which places any direct and substantial regulatory burden on
our business. Nonetheless, we anticipate further attempts to regulate
Internet-related activity, some of which may impose substantial burdens on our
ability to do business.

OUR INTELLECTUAL PROPERTY. We do not presently own any patents, trademarks,
licenses, concessions or royalties. We cannot guaranty, however, that any
patents will be issued for the product or that, if issued, the breadth or degree
of protection of these patents will be adequate to protect our interests. In
addition, we cannot guaranty that others will not independently develop
substantially equivalent proprietary information or obtain access to our
know-how. Further, we cannot guaranty that others will not be issued patents
which may prevent the sale of our products or require licensing and the payment
of significant fees or royalties by us in order for us to be able to carry on
our business. Finally, we cannot guaranty that the products of others will not
infringe any patents issued to or licensed by us. Defense and prosecution of
patent claims can be expensive and time consuming, even in those instances in
which the outcome is favorable to us. If the outcome is adverse, it could
subject us to significant liabilities to third parties, require us to obtain
licenses from third parties or require us to cease our marketing activities.

We own the Internet domain name www.filterdrive.com. Under current domain name
registration practices, no one else can obtain an identical domain name, but
someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our domain names.


                                       3
<PAGE>

OUR RESEARCH AND DEVELOPMENT. We are not currently conducting any research and
development activities, other than those activities related to our website. We
do not anticipate conducting such activities in the near future. If we generate
significant revenues, we may expand our product line by entering into
distribution relationships with third party manufacturers.

EMPLOYEES. As of December 31, 2003, we have no employees, other than our
officers and directors. We anticipate that we will not hire any employees in the
next six months, unless we generate significant revenues. We believe our future
success depends in large part upon the continued service of our key senior
management personnel and our ability to attract and retain managerial personnel.

FACILITIES. Our executive, administrative and operating offices are located at
18 Technology, Suite 208 Irvine, California 92614. Kevin Frost, our president
and one of our directors, provide our facilities at no charge. During the year
ended December 31, 2003, and for the year ended December 31, 2002, we recorded
rent expenses of $4,200 for each year, which represents our share of the office
space being provided by the person serving as our president.

ITEM 2.  DESCRIPTION OF PROPERTY.
--------------------------------

PROPERTY HELD BY US. As of the date specified in the following table, we held
the following property:

============================= ==================== =============================
           PROPERTY            DECEMBER 31, 2003         DECEMBER 31, 2002
----------------------------- -------------------- -----------------------------
  Cash and cash equivalents         $39,969                    $1,450
----------------------------- -------------------- -----------------------------
 Property and equipment, net        $10,407                   $12,467
============================= ==================== =============================

OUR FACILITIES. Our executive, administrative and operating offices are
approximately 200 square feet and are located at 18 Technology, Suite 208,
Irvine California 92614. Mr. Frost, our president, secretary and one of our
directors, currently provides office space to us at no charge. We do not have a
written lease or sublease agreement and Mr. Frost does not expect to be paid or
reimbursed for providing office facilities. We believe that our current offices
are sufficient to meet our current and future needs. During the year ended
December 31, 2003, and for the year ended December 31, 2002, we recorded rent
expenses of $4,200 for each year, which represents our share of the office space
being provided by the person serving as our president.

ITEM 3.  LEGAL PROCEEDINGS.
--------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

Not applicable.

                                     PART II

ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
-------------------------------------------------------------------------

REPORTS TO SECURITY HOLDERS. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Our securities are not listed for trading on any exchange or quotation service.
We are not required to comply with the timely disclosure policies of any
exchange or quotation service. The requirements to which we would be subject if
our securities were so listed typically include the timely disclosure of a
material change or fact with respect to our affairs and the making of required
filings. Although we are not required to deliver an annual report to security
holders, we intend to provide an annual report to our security holders, which
will include audited financial statements.

We are authorized to issue 50,000,000 shares of $.001 par value common stock and
5,000,000 shares of $.001 par value preferred stock. We have 2,873,000 shares of
our common stock issued and outstanding as of December 31, 20003.


                                       4
<PAGE>

In September 2002, our registration statement on Form SB-2 was declared
effective by the SEC, pursuant to which we to sold 893,000 shares of common
stock. The approximate number of holders of record of shares of our common stock
is forty-three. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock. There are 20,000 shares
that can be sold pursuant to Rule 144 promulgated pursuant to the Securities Act
of 1933.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Rule 144 provides, among other things, that persons holding restricted
securities for a period of one year may each sell, assuming all of the
conditions of Rule 144 are satisfied, in brokerage transactions every three
months an amount of restricted securities equal to one percent of our
outstanding shares of common stock, or the average weekly reported volume of
trading during the four calendar weeks preceding the filing of a notice of
proposed sale, which ever is more. Rule 144 also provides that, after holding
such securities for a period of two years, a nonaffiliate of the company may
sell those securities without restriction, other than the requirement that we
are current with respect to our information reporting requirements. There are no
outstanding options or warrants to purchase, or securities convertible into,
shares of our common stock.

DIVIDENDS. There have been no cash dividends declared on our common stock.
Dividends are declared at the sole discretion of our Board of Directors. Each
shareholder of our common stock is entitled to a pro rata share of cash
distributions made to shareholders, including dividend payments. The holders of
our common stock are entitled to one vote for each share of record on all
matters to be voted on by shareholders. There is no cumulative voting with
respect to the election of our directors or any other matter. Therefore, the
holders of more than 50% of the shares voted for the election of those directors
can elect all of the directors. The holders of our common stock are entitled to
receive dividends when, as and if declared by our Board of Directors from funds
legally available therefore. Cash dividends are at the sole discretion of our
Board of Directors. In the event of our liquidation, dissolution or winding up,
the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of our liabilities
and after provision has been made for each class of stock, if any, having any
preference in relation to our common stock. Holders of shares of our common
stock have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to our common stock.

EQUITY COMPENSATION PLANS. We have no securities authorized for issuance under
any equity compensation plans.

PENNY STOCK REGULATION. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.


                                       5
<PAGE>

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION.
------------------------------------------------------------------------

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
financial statements included in our Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003.

FOR THE YEAR ENDED  DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31,
2002.
----------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES. Our total current assets were $44,969 as of
December 31, 2003, which consisted of cash and equivalents of $39,969 and a
deposit of $5,000. We believe that our available cash is sufficient to pay our
day-to-day expenditures. We also had $10,407 net in property and equipment as of
December 31, 2003, making our total assets $55,376 as of December 31, 2003. This
is in comparison to the year ended December 31, 2002, where we had $1,450 in
cash and equivalents and net of property and equipment in the amount of $12,467.


                                       6
<PAGE>

Our current liabilities were $10,741 as of December 31, 2003, of which $9,681
was represented by accounts payable and $1,060 was due to an officer. We had no
other liabilities and no long term commitments or contingencies as of December
31, 2003.

RESULTS OF OPERATIONS.

REVENUE. For the year ended December 31, 2003, we realized no revenues from our
inception on July 10, 2001 through December 31, 2003. We hope to generate
revenues as we implement our revised business plan and develop our customer
base.

OPERATING EXPENSES. For the year ended December 31, 2003, our total operating
expenses were approximately $64,828. This amount was represented by $20,725 in
legal and accounting expenses, $32,000 in compensation expense, and $12,103 in
general and administrative expenses. Therefore, our net loss from operations for
the year ending December 31, 2003 was $64,828. This is in comparison to our
operating expenses and a net loss of $74,978 for the year ended December 31,
2002, which was represented by $13,038 in legal and accounting expenses, $27,870
in compensation expense, $27,000 in consulting expenses and $7,070 in general
and administrative expenses. Our net loss for the period from our inception on
July 10, 2001 through December 31, 2003 was $153,430. The decrease in operating
expenses was due primarily to the fact that we did not incur consulting expenses
for the year ended December 31, 2003. We anticipate that we will continue to
incur significant general and administrative expenses, but hope to continue
generating income as we implement our revised business plan and expand our
operations.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have not generated any
revenues from our operations. To effectuate our business plan during the next
twelve months, we must continue to develop our internet presence, market our
products and services and develop our brand image. We believe that we will be
able to generate revenues now that our website is complete. Any revenues
generated will be used to expand our product offerings. We recently began
discussions with a third party manufacturer to develop our own brand of USB
flash memory drives, which are devices that can be used to access and transport
data. We anticipate marketing flash memory drives that can support up to 2GB
disk space, which is 1400 times more than a 1.44MB floppy disk.

We have cash of $39,969 as of December 31, 2003. In August 2003, we sold 700,000
shares of our common stock to two of our officers for $35,000, and sold an
additional 280,000 shares for $28,000 in September 2003. In the opinion of
management, available funds will satisfy our working capital requirements for
the next twelve months, and may continue to rely on contributions from our
management to continue operating. We believe that our management will assist us
in continuing to operate because they own a significant percentage of our stock.
Our monthly cash requirements are approximately $1,500 per month. We believe
that those costs will remain consistent over the next twelve months because we
do not intend to hire any more employees over the next twelve months. Other than
anticipated monthly costs and the costs of becoming a public company, we are not
aware of any other known trends, events or uncertainties, which may affect our
future liquidity.

Our forecast for the period for which our financial resources will be adequate
to support our operations involves risks and uncertainties and actual results
could fail as a result of a number of factors. We may need to raise additional
capital to develop our own brand of USB flash memory drives. In the event that
we experience a shortfall in our capital, we intend to pursue capital through
public or private financing as well as borrowings and other sources, such as our
officers and directors. We cannot guaranty that additional funding will be
available on favorable terms, if at all. If adequate funds are not available,
then our ability to expand our operations may be significantly hindered. If
adequate funds are not available, we believe that our officers and directors
will contribute funds to pay for our expenses to achieve our objectives over the
next twelve months. However, our officers and directors are not committed to
contribute funds to pay for our expenses.

Our belief that our officers and directors will pay our expenses is based on the
fact that our officers and directors collectively own 1,680,000 shares of our
common stock, which equals approximately 64.8% of our outstanding common stock.
We believe that our officers and directors will continue to pay our expenses as
long as they maintain their ownership of our common stock. Any additional
capital contributed by our management would be contributed without any
consideration. However, our officers and directors are not committed to
contribute additional capital. We are not currently conducting any research and
development activities. We do not anticipate conducting such activities in the
near future, although we may incur some costs related to the development of the
USB flash drive. We do not anticipate that we will purchase or sell any
significant equipment. In the event that we generate significant revenues and
expand our operations, then we may need to hire additional employees or
independent contractors as well as purchase or lease additional equipment.


                                       7
<PAGE>



OFF-BALANCE SHEET ARRANGEMENTS. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

ITEM 7.  FINANCIAL STATEMENTS
------------------------------

The financial statements required by Item 7 are presented in the following
order:


                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002







                                       8
<PAGE>




                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                                      INDEX


<TABLE>
<CAPTION>
<S>                                                                                                <C>
Financial Statements and Notes

    Balance Sheets as of December 31, 2003 and 2002.................................................10

    Statements of Operations for the years ended December 31, 2003 and 2002, and
    the periods July 10, 2001 (inception) through December 31, 2001 and July 10,
    2001 (inception) through December 31, 2003......................................................11

    Statements of Changes in Stockholders' Equity for the years ended December
    31, 2003 and 2002, and the period July 10, 2001 (inception) through December
    31, 2001........................................................................................12

    Statements of Cash Flows for the for the years ended December 31, 2003 and
    2002, and the periods July 10, 2001 (inception) through December 31, 2001
    and July 10, 2001 (inception) through December 31, 2003.........................................13

    Notes to Financial Statements................................................................ 14 - 19
</TABLE>




                                       8
<PAGE>




                                                                 March 27, 2004

To the Board of Directors and Stockholders of
Filtering Associates, Inc.

         We have audited the accompanying balance sheets of Filtering
Associates, Inc. (a development stage company) as of December 31, 2003 and 2002,
and the related statements of operations, changes in stockholders' equity, and
cash flows for the years ended December 31, 2003 and 2002 and the periods July
10, 2001 (inception) through December 31, 2001 and July 10, 2001 (inception)
through December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide 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 Filtering
Associates, Inc. as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
the periods July 10, 2001 (inception) through December 31, 2001 and July 10,
2001 (inception) through December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $64,828 during the year ended
December 31, 2003 and has an accumulated deficit of $153,430 as of December 31,
2003. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




                                         Lesley, Thomas, Schwarz & Postma, Inc.
                                         A Professional Accountancy Corporation
                                         Newport Beach, California



                                       9
<PAGE>




                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                      2003               2002
                                                                ---------------    ---------------
<S>                                                                   <C>                <C>
CURRENT ASSET
   Cash and cash equivalents                                    $        39,969    $         1,450
   Deposit                                                                5,000                ---
                                                                ---------------    ---------------

     Total current asset                                                 44,969              1,450
                                                                ---------------    ---------------

PROPERTY AND EQUIPMENT, net (Note 3)                                     10,407             12,467
                                                                ---------------    ---------------

       Total assets                                             $        55,376    $        13,917
                                                                ===============    ===============

                       LIABILITY AND STOCKHOLDERS' EQUITY

CURRENT LIABILITY
   Accounts payable                                             $         9,681    $         5,454
   Due to officer                                                         1,060                ---
                                                                ---------------    ---------------

       Total current liability                                           10,741              5,454
                                                                ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value;
     5,000,000 shares authorized
     No shares issued or outstanding
   Common stock, $.001 par value;
     50,000,000 shares authorized,
     2,873,000 and 1,893,000 shares issued and outstanding
     at December 31, 2003 and 2002, respectively                          2,873              1,893
   Additional paid-in capital                                           195,192             95,172
   Deficit accumulated during the development stage                    (153,430)           (88,602)
                                                                ---------------    ---------------

       Total stockholders' equity                                        44,635              8,463
                                                                ---------------    ---------------

         Total liability and stockholders' equity               $        55,376    $        13,917
                                                                ===============    ===============
</TABLE>





            See the accompanying notes to these financial statements

                                       10
<PAGE>




                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                PERIOD JULY 10,   PERIOD JULY 10,
                                                                                      2001              2001
                                                                                  (INCEPTION)       (INCEPTION)
                                               YEAR ENDED        YEAR ENDED         THROUGH           THROUGH
                                              DECEMBER 31,      DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                  2003              2002               2001             2003
                                              -------------    --------------     -------------     -------------
<S>                                               <C>                <C>               <C>               <C>
REVENUES                                      $         ---    $          ---     $         ---     $         ---
                                              -------------    --------------     -------------     -------------

EXPENSES
   Legal and accounting                              20,725            13,038             1,641            35,404
   Compensation expense                              32,000            27,870            10,000            69,870
   Consulting                                           ---            27,000               ---            27,000
   General and administrative expenses               12,103             7,070             1,983            21,156
                                              -------------    --------------     -------------     -------------

   Total expenses                                    64,828            74,978            13,624           153,430
                                              -------------    --------------     -------------     -------------

LOSS BEFORE PROVISION FOR INCOME TAXES              (64,828)          (74,978)          (13,624)         (153,430)

PROVISION FOR INCOME TAXES                              ---               ---               ---               ---
                                              -------------    --------------     -------------     -------------

NET LOSS                                      $     (64,828)   $     (74,978)     $     (13,624)    $    (153,430)
                                              =============    ==============     =============     =============


BASIC LOSS PER SHARE                          $        (.03)   $         (.07)    $        (.01)    $        (.10)
                                              =============    ==============     =============     =============

DILUTIVE LOSS PER SHARE                       $        (.03)   $         (.07)    $        (.01)    $        (.10)
                                              =============    ==============     =============     =============
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING                         2,230,425         1,039,106         1,000,000         1,545,805
                                              =============    ==============     =============     =============
</TABLE>




            See the accompanying notes to these financial statements

                                       11
<PAGE>




                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

           PERIOD JULY 10, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003



<TABLE>
<CAPTION>
                                                                                          DEFICIT
                                                                                        ACCUMULATED
                                                  COMMON STOCK             ADDITIONAL     DURING
                                           ----------------------------      PAID-IN    DEVELOPMENT
                                              SHARES           AMOUNT        CAPITAL       STAGE           TOTAL
                                           ------------     -----------   -----------   -----------     -----------
<S>                                            <C>               <C>           <C>          <C>             <C>
BALANCE, July 10, 2001 (inception)                  ---     $       ---   $       ---   $       ---     $       ---

ISSUANCE OF COMMON STOCK, in July 2001        1,000,000           1,000         9,000           ---          10,000

ADDITIONAL PAID-IN CAPITAL, (in exchange
   for rent and compensation)                       ---             ---        11,983           ---          11,983

NET LOSS                                            ---             ---           ---       (13,624)        (13,624)
                                           ------------     -----------   -----------   -----------     -----------

BALANCE, December 31, 2001                    1,000,000           1,000        20,983       (13,624)          8,359

ISSUANCE OF COMMON STOCK, net of
   issuance cost of $14,928 in November
   2002                                         893,000             893        28,829           ---          29,722

ADDITIONAL PAID-IN CAPITAL, (in exchange
   for rent and compensation)                       ---             ---        32,070           ---          32,070

ADDITIONAL PAID-IN CAPITAL, (contributed
   by a stockholder)                                ---             ---        13,290           ---          13,290

NET LOSS                                            ---             ---           ---       (74,978)        (74,978)
                                           ------------     -----------   -----------   -----------     -----------

BALANCE, December 31, 2002                    1,893,000           1,893        95,172       (88,602)          8,463

ISSUANCE OF COMMON STOCK, in August 2003        700,000             700        34,300           ---          35,000

ISSUANCE OF COMMON STOCK, in September
   2003                                         280,000             280        27,720           ---          28,000

ADDITIONAL PAID-IN CAPITAL, (in exchange
   for rent and compensation)                       ---             ---        36,200           ---          36,200

ADDITIONAL PAID-IN CAPITAL, (contributed
   by a stockholder)                                ---             ---         1,800           ---           1,800

NET LOSS                                            ---             ---           ---       (64,828)        (64,828)
                                           ------------     -----------   -----------   -----------     -----------

BALANCE, December 31, 2003                    2,873,000     $     2,873   $   195,192   $  (153,430)    $    44,635
                                           ============     ===========   ===========   ===========     ===========
</TABLE>





            See the accompanying notes to these financial statements

                                       12
<PAGE>





                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                  PERIOD JULY 10,   PERIOD JULY 10,
                                                                                                        2001              2001
                                                                                                    (INCEPTION)       (INCEPTION)
                                                                 YEAR ENDED        YEAR ENDED         THROUGH           THROUGH
                                                                DECEMBER 31,      DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                                    2003              2002               2001             2003
                                                               --------------    --------------     -------------     -------------
<S>                                                                 <C>               <C>                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $     (64,828)    $     (74,978)    $     (13,624)    $    (153,430)
   Adjustments  to  reconcile  net loss to net cash used in
    operating activities
     Rent provided in exchange for additional paid-in capital           4,200             4,200             1,983            10,383
     Compensation provided in exchange for additional paid-in
     capital                                                           32,000            27,870            10,000            69,870
     Depreciation expense                                               4,538               733               ---             5,271
     Changes in operating assets and liabilities
       Increase in deposit                                             (5,000)              ---               ---            (5,000)
       Increase in accounts payable                                     4,227             5,454               ---             9,681
       Increase in due to officer                                       1,060               ---               ---             1,060
                                                                -------------     -------------     -------------     -------------

         Net cash used in operating activities                        (23,803)          (36,721)           (1,641)          (62,165)
                                                                -------------     -------------     -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of computer equipment                                      (2,478)          (13,200)              ---           (15,678)
                                                                -------------     -------------     -------------     -------------

         Net cash used in investing activities                         (2,478)          (13,200)              ---           (15,678)
                                                                -------------     -------------     -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                              63,000            29,722            10,000           102,722
   Additional paid-in capital contributed by stockholder                1,800            13,290               ---            15,090
                                                                -------------     -------------     -------------     -------------

         Net cash provided by financing activities                     64,800            43,012            10,000           117,812
                                                                -------------     -------------     -------------     -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   38,519            (6,909)            8,359            39,969

CASH AND CASH EQUIVALENTS, beginning of period                          1,450             8,359               ---               ---
                                                                -------------     -------------     -------------     -------------

CASH AND CASH EQUIVALENTS, end of period                        $      39,969     $       1,450     $       8,359     $      39,969
                                                                =============     =============     =============     =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Cash paid during the period for interest                       $         ---     $         ---     $         ---     $         ---
 Cash paid during the period for income taxes                   $         800     $         900     $         ---     $       1,700
</TABLE>




            See the accompanying notes to these financial statements

                                       13
<PAGE>



                           FILTERING ASSOCIATES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2003, 2002 AND 2001


NOTE 1 - COMPANY OPERATIONS

         Filtering Associates, Inc. (the "Company") was incorporated in the
state of Nevada on July 10, 2001. The Company is currently a development stage
company under the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
is in the process of developing a marketing plan to initiate the distribution of
computer peripheral devices. The Company currently has not generated any
revenues from its distribution operations.

         GOING CONCERN - The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
has experienced net losses since its inception and had an accumulated deficit of
$153,430 at December 31, 2003. Such losses are attributable to cash and non-cash
losses resulting from costs incurred in the development of the Company's
services and infrastructure. The Company expects operating losses to continue
for the foreseeable future as it continues to develop and promote its services.
In addition, the Company has not been able to raise sufficient funds to sustain
its operations. These matters raise substantial doubt about the Company's
ability to continue as a going concern.

         Management is attempting to raise additional equity and debt financing
to sustain operations until it can market its services, expand its customer
base, and achieve profitability. The successful outcome of future activities
cannot be determined at this time due to the current market conditions, and
there are no assurances that if achieved, the Company will have sufficient funds
to execute its intended business plan or generate positive operating results.

         The accompanying financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The significant accounting policies are summarized as follows:

         CASH AND CASH EQUIVALENTS - For purposes of the balance sheets and
statements of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three (3) months or less to be cash
equivalents.

         ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.


                                       14
<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets which is three years for computer equipment. Repairs
and maintenance to property and equipment are expensed as incurred. When
property and equipment is retired or disposed of, the related costs and
accumulated depreciation are eliminated from the accounts and any gain or loss
on such disposition is reflected in income.

         INCOME TAXES - The Company accounts for income taxes in accordance with
the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"), which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are determined based on the
difference between the financial statement and the tax basis of assets and
liabilities using enacted rates in effect for the periods in which the
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.

         FAIR VALUE OF FINANCIAL INSTRUMENTS - SFAS No. 107, "Disclosure about
Fair Value of Financial Instruments" ("SFAS 107") requires entities to disclose
the fair value of financial instruments, both assets and liabilities recognized
and not recognized on the balance sheet, for which it is practicable to estimate
fair value. SFAS 107 defines fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties. As of December 31, 2003 and 2002, the carrying value of cash
and cash equivalents approximates fair value due to the short-term nature of
such instruments.

         REVENUE RECOGNITION - As mentioned in Note 1, the Company plans on
being a distributor of computer peripheral devices. The Company plans on selling
computer peripheral devices developed by other companies to end-users. Revenues
will be recognized when an agreement has been signed, the fees are fixed and
determinable, collection of the fees is probable, delivery of the product has
occurred and no other significant obligations remain.

         LOSS PER SHARE OF COMMON STOCK - Basic and diluted loss per share is
computed using shares of common stock issued to date. Consideration is also
given in the dilutive loss per share calculation for the dilutive effect of
common stock equivalents which might result from the exercise of stock options.
However, for the period presented, there were no common stock equivalents.


                                       15
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         ACCOUNTING PRONOUNCEMENTS - On January 1, 2003, FASB issued Statement
of Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset
Retirement Obligations", which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company has not been affected by SFAS No.
143.

         On January 1, 2003, FASB issued Interpretation No. 45, Guarantor's
"Accounting and Disclosure Requirements for Guarantors, Including Indirect
Guarantees of Indebtedness of Others", which requires that upon issuance of a
guarantee, the guarantor must recognize a liability for the fair value of the
obligation that it assumes under the guarantee. Guarantors are also required to
meet expanded disclosure obligations. Interpretation No. 45 did not have an
impact on the Company's results of operations or financial position.

         In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities". Interpretation No. 46 addresses consolidation by
business enterprises of variable interest entities, which are entities that
either (a) do not have equity investors with vesting rights or (b) have equity
investors that do not provide sufficient financial resources for the entity to
support its activities. The interpretation is effective immediately for variable
interest entities created after February 1, 2003. In December 2003, the FASB
published FASB Interpretation No. 46 (revised December 2003), "Consolidation of
Variable Interest Entities" (FIN 46(R)). FIN 46(R), among other things, defers
the effective date of implementation for certain entities. The revised
interpretation is effective for the first interim or annual reporting period
ending after March 15, 2004, with the exception of structures that are commonly
referred to as special-purpose entities, for which the statement is effective
for periods ending after December 15, 2003. The Company does not have variable
interest entries as of December 31, 2003. The adoption of Interpretation No. 46
did not have an impact on the Company's results of operations or financial
position.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities". This statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. SFAS No. 149 requires that contracts with
comparable characteristics be accounted for similarly. The statement is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The provisions of SFAS No.
149 generally are to be applied prospectively only. The adoption of SFAS No. 149
did not have an impact on the Company's results of operations or financial
position.


                                       16
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes standards for classification and measurement by an issuer of
certain financial instruments with characteristics of both liabilities and
equity. The statement requires that an issuer classify a financial instrument
that is within the scope as a liability (or asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except as it relates to consolidated
limited-life subsidiaries. The FASB indefinitely deferred the effective date of
this statement as it relates to certain mandatory redeemable non-controlling
interests in consolidated limited-life subsidiaries. The Company does not have
any interest in limited-life entities as of December 31, 2003. The adoption of
the effective provisions of SFAS No. 150 did not have an impact on the Company's
results of operations or financial position.

         In December 2003, the FASB issued SFAS No. 132 (revised 2003),
"Employer's Disclosures about Pensions and Other Postretirement Benefits". This
statement revises employers' disclosures about pension plans and other
postretirement benefit plans; however it does not change the measurement or
recognition of those plans required by SFAS No. 87, Employers' Accounting for
Pensions, SFAS No. 88, "Employers' Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination Benefits", and SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions".
The revised statement retains the disclosure requirements contained in the
original SFAS No. 132 and requires additional disclosures to those in the
original statement about the assets, obligations, cash flows, and net periodic
benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The revised statement is effective for fiscal years ending
after December 15, 2003.


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                                           DECEMBER 31,
                                                       2003             2002
                                                  ------------    -------------

         Computer equipment                       $     15,678    $      13,200

         Less: accumulated depreciation                 (5,271)            (733)
                                                  ------------    -------------

                                                  $     10,407    $      12,467
                                                  ============    =============



                                       17
<PAGE>


NOTE 4 - INCOME TAXES

         The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"). This statement mandates the liability
method of accounting for deferred income taxes and permits the recognition of
deferred tax assets subject to an ongoing assessment of realizability.

         The components of the Company's income tax provision consist of:
<TABLE>
<CAPTION>
                                                                                             PERIOD JULY 10,   PERIOD JULY 10,
                                                                                                  2001             2001
                                                                                               (INCEPTION)      (INCEPTION)
                                                                                                 THROUGH          THROUGH
                                                                     YEAR ENDED DECEMBER 31,   DECEMBER 31,     DECEMBER 31,
                                                                      2003          2002           2001            2003
                                                                  ------------  ------------   -----------     -----------
          <S>                                                         <C>            <C>           <C>             <C>
         Federal taxes  (deferred)  capitalized  start-up costs
         for tax purposes                                          $   (29,800   $   (34,500)  $    (5,500)    $   (69,800)
         Change in valuation account                                    29,800        34,500         5,500          69,800
                                                                   -----------   -----------   -----------     -----------

                                                                   $       ---   $       ---   $       ---     $       ---
                                                                   ===========   ===========   ===========     ===========
</TABLE>
         Deferred income taxes are provided for timing differences in the
recognition of certain income and expense items for tax and financial statement
purposes. The tax effect of the temporary differences giving rise to the
Company's deferred tax assets and liabilities as of December 31, 2003 and 2002
are as follows:

                                                               DECEMBER 31,
                                                            2003        2002
                                                        ----------  -----------

     Deferred income taxes
         Capitalized start-up costs for tax purposes    $   29,800  $    34,500
         Valuation allowance                               (29,800)     (34,500)
                                                        ----------  -----------

                                                        $      ---  $       ---
                                                        ==========  ===========

         A valuation allowance is provided when it is more likely than not that
some portion or all of the deferred tax assets will not be realized. As a result
of the uncertainties surrounding the realization of the net operating loss
carryforwards, management has determined that the realization of the deferred
tax assets is questionable. Accordingly, the Company has recorded a valuation
allowance equal to the net deferred tax asset amount as of December 31, 2003 and
2002.


                                       18
<PAGE>


NOTE 5 - RELATED PARTY TRANSACTIONS

         The Company is currently utilizing office space provided by the
Company's president (a stockholder). During the years ended December 31, 2003,
2002 and period ended December 31, 2001, the Company has recorded rent expense
of $4,200, $4,200 and $1,983, respectively which represents the Company's share
of the office space being provided by the Company's president. The president has
waived reimbursement of the allocated rent and has considered them as additional
paid-in capital.

           As mentioned in Note 1, the Company is in its development stage. For
the years ended December 31, 2003 and 2002 and period ended December 31, 2001,
the officers of the Company devoted time to the development process of the
Company. Compensation expense totaling $32,000, $27,870 and $10,000 has been
recorded, respectively. Additionally, approximately $13,290 of legal and
accounting expenses were paid by the Company's President during the year ended
December 31, 2002. The officers have waived reimbursement and have considered
these amounts as additional paid-in capital.


NOTE 6 - STOCKHOLDERS' EQUITY

         The Company is authorized to issue up to 50,000,000 shares of $0.001
par value common stock and 5,000,000 shares of $0.001 par value preferred stock.
Each share of common stock shall entitle the holder to one vote, in person or by
proxy, on any matter on which action of the stockholders of this corporation is
sought. The holders of shares of preferred stock shall have no right to vote
such shares, with certain exceptions as determined by the Board of Directors of
this corporation or as otherwise provided by the Nevada General Corporation Law,
as amended from to time.

         In July 2001, the Company issued 1,000,000 shares of its common stock
to its founder in exchange for reimbursement of organizational costs and related
expenses.

         In November, 2002, the Company issued 893,000 shares of common stock
for cash consideration of $44,650. The Company incurred issuance costs of
$14,928 in connection with this offering for a net proceeds of $29,722.

         In August, 2003 the Company issued 700,000 shares of common stock for
cash consideration of $35,000.

         In September, 2003 the Company issued 280,000 shares of common stock
for cash consideration of $28,000.


                                       19
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
----------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could disrupt our operations, reduce profits and hinder future
development, if suitable replacements are not promptly obtained. We anticipate
that we will enter into employment agreements with each of our key executives.
We cannot guaranty that each executive will remain with us during or after the
term of his or her employment agreement. In addition, our success depends, in
part, upon our ability to attract and retain other talented personnel. Although
we believe that our relations with our personnel are good and that we will
continue to be successful in attracting and retaining qualified personnel, we
cannot guaranty that we will be able to continue to do so. Our officers and
directors will hold office until their resignations or removal.

Our directors and principal executive officers are as specified on the following
table:

===================== ============== ==========================================
NAME                       AGE       POSITION
--------------------- -------------- ------------------------------------------
Kevin Frost                35        president and a director
--------------------- -------------- ------------------------------------------
Edward Wiggins             32        treasurer and a director
===================== ============== ==========================================

KEVIN FROST. Mr. Frost has been our President and a director since July 2003.
Mr. Frost is responsible for our day to day operations and sales. Prior to
joining us, Mr. Frost was the managing partner of Odyssey Industries, a
distributor of wireless products, where he managed all of the day to day
operations from 2000 to 2003. From 1991 to 2000, Mr. Frost was the Sales Manager
for Telecell Inc., where he managed six sales executives and major corporate
accounts including Disney, Disney Productions, Dreamworks, Southern California
Edison, and City of Los Angeles Employees. Mr. Frost has an Associate of Arts
Degree from Coastline College which he received in 1991. Mr. Frost is not an
officer or director of any other reporting company.

EDWARD WIGGINS. In July 2003, Mr. Wiggins was appointed as our Chief Financial
Officer and a director. Prior to joining us, Mr. Wiggins had own and operated
Body Rhythms, a company that distributes and sells holistic health care
products. In May 2003, Mr. Wiggins recently earned a Masters of Law (LLM) in
Comparative Law at the University of San Diego, School of Law. From 1999 to
2002, Mr. Wiggins attended the University of London, Guildhall and earned an LLB
in Business Law. Mr. Wiggins also holds Bachelor of Arts in History from
California State University, at Chico. Mr. Wiggins is also working towards a
license to practice law in the State of California. He is not an officer or
director of any other reporting company.


                                       20
<PAGE>


There is no family relationship between any of our officers or directors. There
are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

AUDIT COMMITTEE AND FINANCIAL EXPERT. Because our Board of Director currently
consists of only two members and we do not have the resources to expand our
management at this time, we do not have an audit committee, nor do we have a
financial expert on our Board of Directors as that term is defined by Item
401(e)2.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. We believe that our
officers, directors, and principal shareholders have filed all reports required
to be filed on, respectively, a Form 3 (Initial Statement of Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

CODE OF ETHICS. We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. We are in the
process of preparing and adopting a code of ethics.

ITEM 10.  EXECUTIVE COMPENSATION
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

SUMMARY COMPENSATION TABLE. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers during the years ending
December 31, 2003 and 2002. Our Board of Directors may adopt an incentive stock
option plan for our executive officers which would result in additional
compensation.


                                       21
<PAGE>

<TABLE>
<CAPTION>
===================== ====== ==================================== ================================================== ===============
                                     ANNUAL COMPENSATION                       LONG TERM COMPENSATION
--------------------- ------ ------------------------------------ -------------------------------------------------- ---------------
          <S>          <C>     <C>    <C>             <C>               <C>                <C>              <C>             <C>
  NAME AND PRINCIPAL  YEAR   SALARY   BONUS      OTHER ANNUAL                    AWARDS                   PAYOUTS       ALL OTHER
       POSITION                ($)     ($)     COMPENSATION ($)                                                        COMPENSATION
--------------------- ------ -------- ------- ------------------- ------------------------------------- ------------ ---------------
                                                                    RESTRICTED         SECURITIES          LTIP
                                                                   STOCK AWARDS        UNDERLYING       PAYOUTS ($)
                                                                       ($)          OPTIONS/SARS (#)
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
Natalie Hoss - former 2002    None     None          None              None               None             None            None
president, secretary
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
                      2003    None     None          None              None               None             None            None
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
Mary Thompson -       2002    None     None          None              None               None             None            None
former treasurer
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
                      2003    None     None          None              None               None             None            None
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
Kevin Frost -         2003    None     None          None              None               None             None            None
president
--------------------- ------ -------- ------- ------------------- --------------- --------------------- ------------ ---------------
Edward Wiggins -      2003    None     None          None              None               None             None            None
treasurer
===================== ====== ======== ======= =================== =============== ===================== ============ ===============
</TABLE>
COMPENSATION OF DIRECTORS. Our directors who are also our employees receive no
extra compensation for their service on our Board of Directors.

COMPENSATION OF OFFICERS. As of March 30, 2004, our officers have received no
compensation for their services provided to us.

EMPLOYMENT CONTRACTS. We anticipate that we will enter into an employment
agreement with Kevin Frost, although the exact nature and terms of the agreement
have not been conclusively negotiated.

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 30, 2004 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
<TABLE>
<CAPTION>
<S>                        <C>                                              <C>                                  <C>
TITLE OF CLASS        NAME OF BENEFICIAL OWNER            AMOUNT AND NATURE OF BENEFICIAL OWNER           PERCENT OF CLASS
--------------------- ----------------------------------- -------------------------------------------- -----------------------
Common Stock          Kevin Frost                          1,180,000 shares, president, director               45.5%

Common Stock          Edward Wiggins                          500,000 shares, treasurer, director              19.3%

Common Stock          All directors and named executive                1,680,000 shares                        64.8%
                      officers as a group
</TABLE>
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

CHANGES IN CONTROL. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.


                                       22
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

RELATED PARTY TRANSACTIONS. Mr. Frost, our current president and one of our
directors, provides office space to us at no charge. Ms. Hoss, our former
officer and director, previously provided office space to us at no charge. Ms.
Hoss does not expect to be paid or reimbursed for providing office facilities.
During the year ended December 31, 2003, and for the year ended December 31,
2002, we recorded rent expenses of $4,200 for each year, which represents our
share of the office space being provided by the person serving as our president.
Ms. Hoss and Mr. Frost have waived reimbursement of the allocated rent and we
have considered them as additional paid-in capital.

For the years ended December 31, 2003, and December 31, 2002 our officers
devoted time to our development. We recorded compensation expense totaling
$32,000 and $27,870 for those periods, respectively. The officers have waived
reimbursement and have considered these amounts as additional paid-in capital.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

    o    disclosing such transactions in prospectuses where required;
    o    disclosing in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtaining disinterested directors consent; and
    o    obtaining shareholder consent where required.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1         Articles of Incorporation*

3.2         Bylaws*

* Included in the registration statement on Form SB-2 filed on January 23, 2002.

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
-------------------------------------------------

AUDIT FEES. The aggregate fees billed in each of the fiscal years ended December
31, 2003 and 2002 for professional services rendered by the principal accountant
for the audit of our annual financial statements and review of the financial
statements included in our Form 10-KSB or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $15,000 and $13,400, respectively.

AUDIT-RELATED FEES. There were no fees billed for services reasonably related to
the performance of the audit or review of the financial statements outside of
those fees disclosed above under "Audit Fees" for fiscal years 2003 and 2002.

TAX FEES. For the fiscal years ended December 31, 2003 and December 31, 2002,
our principal accountants rendered services for tax compliance, tax advice, and
tax planning work for which we paid the following amounts: $500 and $200
respectively.

ALL OTHER FEES.  None.

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to
perform a particular service, our board of directors obtains an estimate for the
service to be performed. All of the services described above were approved by
the board of directors in accordance with its procedures.


                                       23
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Irvine, California, on March 31, 2004.

                               Filtering Associates, Inc.
                               a Nevada corporation


                               By:      /s/ Kevin Frost
                                        ---------------------------------------
                                        Kevin Frost
                               Its:     principal executive officer
                                        President and a director


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/ Kevin Frost                                     March 31, 2004
         --------------------------------------------
         Kevin Frost
Its:     principal executive officer
         president and a director


By:      /s/ Edward Wiggins                                  March 31, 2004
         --------------------------------------------
         Edward Wiggins
Its:     principal accounting officer
         treasurer and a director