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, 2004
                               -----------------

( ) 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)

101 W. Avenida Gaviota, Suite A, San Clemente CA                         92672
---------------------------------------------------------- --------------------
(Address of principal executive offices)                            (Zip Code)

                                  949-244-4668
                                  ------------
              (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. Yes (X)   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 May 11, 2005, approximately $59,650.

As of May 11, 2005, 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   ( )           No   (X)



                                       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, 2004, 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, provided our facilities at no charge through April
2004.

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, 2004      DECEMBER 31, 2003
----------------------------- --------------------- -------------------------
 Cash and cash equivalents          $3,583                 $39,969
----------------------------- --------------------- -------------------------
Property and equipment, net         $5,181                 $10,407
============================= ===================== =========================

OUR FACILITIES. Our executive, administrative and operating offices are
approximately 300 square feet and are located at 101 W. Avenida Gaviota, Suite
A, San Clemente, CA 92672. We believe that our current offices are sufficient to
meet our current and future needs.

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.

MARKET INFORMATION. Our common stock is eligible for quotation on the
Over-the-Counter Bulletin Board under the symbol "FLTG". As of May 11, 2005, no
shares of our common stock have traded since we became eligible.

RECENT SALES OF UNREGISTERED SECURITIES. We did not sell any equity securities
during the period covered by this report that were not registered under the
Securities Act.


                                       4
<PAGE>


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, 2004.

In September 2002, our registration statement on Form SB-2 to register 893,000
shares of common stock held by our shareholders was declared effective by the
SEC. The approximate number of holders of record of shares of our common stock
is 25. There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. There are 426,880 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.


                                       5
<PAGE>

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.

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


                                       6
<PAGE>

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-K for the fiscal
year ended December 31, 2004.

FOR THE YEAR ENDED  DECEMBER 31, 2004 COMPARED TO THE YEAR ENDED DECEMBER 31,
2003.
----------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES. Our total current assets were $3,583 as of
December 31, 2004, which consisted solely of cash and equivalents. We believe
that our available cash is not sufficient to pay our day-to-day expenditures. We
also had $5,181 in net property and equipment as of December 31, 2004, making
our total assets $8,764 as of December 31, 2004. This is in comparison to
December 31, 2003, where we had $39,969 in cash and equivalents, a deposit of
$5,000 and net property and equipment in the amount of $10,407.

Our current liabilities were $29,119 as of December 31, 2004, of which $27,259
was represented by accounts payable, $800 of income tax payable and $1,060 due
to an officer. We had no other liabilities and no long term commitments or
contingencies as of December 31, 2004. This is in comparison to December 31,
2003, where we had $9,681 in accounts payable and $1,060 due to an officer.

RESULTS OF OPERATIONS.

REVENUE. For the years ended December 31, 2004 and 2003, and from our inception
on July 10, 2001 through December 31, 2004, we have realized no revenues. We had
hoped to generate revenues from the implementation of our revised business plan,
but we have not generated any revenues because we are still trying to develop
our customer base.

OPERATING EXPENSES. For the year ended December 31, 2004, our total operating
expenses were $94,790. This amount was represented by $25,586 in legal and
accounting expenses, $32,000 in compensation expense, of which $26,500 was
donated compensation, $25,298 in consulting expense, $11,106 in general and
administrative expenses (including in $4,200 donated rent) and $800 in income
taxes. Therefore, our net loss from operations for the year ending December 31,
2004 was $94,790. This is in comparison to our operating expenses and a net loss
of $64,828 for the year ended December 31, 2003, which was represented by
$20,725 in legal and accounting expenses, $32,000 in donated compensation
expense, and $12,103 in general and administrative expenses (including in $4,200
donated rent). The increase in operating expenses from 2003 to 2004 was due
primarily to consulting expenses in 2004 that were not incurred in 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 net loss for the period from our inception on July 10, 2001 through December
31, 2004 was $248,220.



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 relationships with manufacturers and
potential customers, market our products and services, and develop our brand
image. We have had discussions with various third party manufacturers 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 $3,583 as of December 31, 2004. We had no common stock
transactions during 2004. In the opinion of management, available funds will not
satisfy our working capital requirements for the next twelve months. 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 $3,000 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 being a public company, we are not aware of any other known trends,
events or uncertainties, which may affect our future liquidity.


                                       7
<PAGE>


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 need to raise additional
capital to continue operations and develop our own brand of USB flash memory
drives. 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 58.4% 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, other
than the development of our website. 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.

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)
TABLE OF CONTENTS
--------------------------------------------------------------------------------


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

    Reports of Independent Registered Public Accounting Firms.................................9

    Balance Sheet as of December 31, 2004.....................................................10

    Statements of Operations for the years ended December 31, 2004 and 2003, and
    the periods July 10, 2001 (inception) through December 31, 2004...........................11

    Statement of Stockholders' Equity (Deficit) for the period July 10, 2001
    (inception) through December 31, 2004.....................................................12

    Statements of Cash Flows for the years ended December 31, 2004 and 2003, and
    the periods July 10, 2001 (inception) through December 31, 2004...........................13-14

    Notes to Financial Statements.............................................................15-19
</TABLE>





                                       8
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying balance sheet of Filtering Associates, Inc. (a
development stage company) as of December 31, 2004 and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
year then ended. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Filtering Associates, Inc. as
of December 31, 2004, and the results of its operations and its cash flows for
the year then ended 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 has negative working capital and incurred significant losses for the
years ended December 31, 2004 and 2003 and has an accumulated deficit of
$248,220 as of December 31, 2004. As discussed in Note 1, 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.





Jonathon P. Reuben, C.P.A.
Accountancy Corporation
Torrance, California
May 10, 2005


                                        9
<PAGE>



             Report of Independent Registered Public Accounting Firm


March 27, 2004

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

         We have audited the accompanying statement of operations of Filtering
Associates, Inc. (a development stage company) and the related statements of
changes in stockholders' equity (deficit), and cash flows for the year ended
December 31, 2003. We have also audited the statements of operations and cash
flows for the period July 10, 2001 (inception) through December 31, 2003 which
are included in the statements of operations and cash flows for the period July
10, 2001 (inception) through December 31, 2004. 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for deigning audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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 results of operations of Filtering
Associates, Inc. and its cash flows for the year ended December 31, 2003 and the
period July 10, 2001 (inception) through December 31, 2003 which are included in
the statements of operations and cash flows for the period July 10, 2001
(inception) through December 31, 2004 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





                                       10
<PAGE>



FILTERING ASSOCIATES, INC.
(A Development Stage Company)
BALANCE SHEET
-------------------------------------------------------------------------------


                                                                    DECEMBER 31,
                                                                       2004
                                                                  --------------

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                      $       3,583
                                                                  --------------
     Total current assets                                                 3,583

PROPERTY & Equipment, net                                                 5,181
                                                                  --------------

     TOTAL ASSETS                                                 $       8,764
                                                                  ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                               $      27,259
   Income taxes payable                                                     800
   Due to officer                                                         1,060
                                                                  --------------

     TOTAL CURRENT LIABILITIES                                           29,119
                                                                  --------------

STOCKHOLDERS'  (DEFICIT)
   Preferred stock,  $.001 par value; authorized
     5,000,000 shares; no shares issued or outstanding
   Common stock,  $.001 par value; authorized
     50,000,000 shares; issued and outstanding
     2,873,000 shares as of December 31, 2004                             2,873
   Additional paid-in capital                                           224,992
   Deficit accumulated during the development stage                    (248,220)
                                                                  --------------

     TOTAL STOCKHOLDERS' (DEFICIT)                                      (20,355)
                                                                  --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                $       8,764
                                                                  ==============








                                       11
<PAGE>


FILTERING ASSOCIATES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                           PERIOD JULY
                                                                                             10, 2001
                                                                                           (INCEPTION)
                                                 YEAR ENDED           YEAR ENDED             THROUGH
                                                DECEMBER 31,         DECEMBER 31,          DECEMBER 31,
                                                    2004                 2003                  2004
                                              -----------------    ------------------    -----------------
<S>                                                 <C>                  <C>                   <C>
REVENUES                                      $              -     $               -     $              -
                                              -----------------    ------------------    -----------------

EXPENSES
   Legal and accounting                                 25,586                20,725               60,990
   Compensation                                         32,000                32,000              101,870
   Consulting                                           25,298                     -               52,298
   General and administrative                           11,106                12,103               32,262
                                              -----------------    ------------------    -----------------

                                                        93,990                64,828              247,420
                                              -----------------    ------------------    -----------------

Loss Before Provision For Income Taxes                 (93,990)              (64,828)            (247,420)

Provision For Income Taxes                                 800                     -                  800
                                              -----------------    ------------------    -----------------

Net Loss                                      $        (94,790)    $         (64,828)    $       (248,220)
                                              =================    ==================    =================


Per Share Data
   Basic and diluted loss per share           $          (0.03)    $           (0.03)    $          (0.13)
                                              =================    ==================    =================

   Weighted average common
       shares outstanding                            2,873,000             2,230,425            1,928,589
                                              =================    ==================    =================
</TABLE>





                                       12
<PAGE>




FILTERING ASSOCIATES, INC.
(A Development Stage Company)
STATEMENT OF  STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD JULY 10, 2001 (INCEPTION) THOUGH DECEMBER 31, 2004
-------------------------------------------------------------------------------




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

Issuance of common stock, 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 costs of $14,928, 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 , August 2003         700,000           700         34,300                  -         35,000
Issuance of common stock, 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

Additional paid-in capital (in exchange              -             -         29,800                  -         29,800
  for rent and compensation)
Net loss                                             -             -              -            (94,790)      (94,790)
                                           ------------    ----------   ------------   ----------------   -----------

BALANCE, DECEMBER 31, 2004                   2,873,000     $   2,873    $   224,992    $      (248,220)   $   (20,355)
                                           ============    ==========   ============   ================   ===========
</TABLE>





                                       13
<PAGE>



FILTERING ASSOCIATES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                                       PERIOD JULY
                                                                                                         10, 2001
                                                                                                       (INCEPTION)
                                                                 YEAR ENDED          YEAR ENDED          THROUGH
                                                                DECEMBER 31,        DECEMBER 31,       DECEMBER 31,
                                                                    2004                2003               2004
                                                               ----------------    ---------------    ---------------
   <S>                                                              <C>                 <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                    $       (94,790)    $      (64,828)    $     (248,220)
   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             14,583
        Compensation provided in exchange for additional
            paid-in capital                                             25,600             32,000             95,470
        Depreciation expense                                             5,226              4,538             10,497
        (Increase) decrease in assets
          (Increase) decrease in deposit                                 5,000             (5,000)                 -
        Increase (decrease) in liabilities
          Increase in accounts payable                                  17,578              4,227             27,259
          Increase in income tax payable                                   800                  -                800
          Increase in due to officer                                         -              1,060              1,060
                                                               ----------------    ---------------    ---------------

          NET CASH USED IN OPERATING ACTIVITIES                        (36,386)           (23,803)           (98,551)
                                                               ----------------    ---------------    ---------------

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

        NET CASH USED IN INVESTING ACTIVITIES                                -             (2,478)           (15,678)
                                                               ----------------    ---------------    ---------------

 CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                    -             63,000            117,650
   Issuance costs                                                            -                  -            (14,928)
   Additional paid-in capital contributed by stockholder                     -              1,800             15,090
                                                               ----------------    ---------------    ---------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                            -             64,800            117,812
                                                               ----------------    ---------------    ---------------

          NET INCREASE (DECREASE) IN CASH
              AND CASH EQUIVALENTS                                     (36,386)            38,519              3,583

 CASH AND CASH EQUIVALENTS, beginning of period                         39,969              1,450                  -
                                                               ----------------    ---------------    ---------------

 CASH AND CASH EQUIVALENTS, end of period                      $         3,583     $       39,969     $        3,583
                                                               ================    ===============    ===============
</TABLE>





                                       14
<PAGE>



FILTERING ASSOCIATES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           PERIOD JULY
                                                                                                            10, 2001
                                                                                                           (INCEPTION)
                                                                     YEAR ENDED         YEAR ENDED           THROUGH
                                                                      DECEMBER 31,      DECEMBER 31,       DECEMBER 31,
                                                                        2004               2003               2004
                                                                   ---------------    ---------------    ----------------
<S>                                                                     <C>                <C>                <C>
Supplemental Disclosures of Cash Flow Information

    Cash paid for:

        Interest Expense                                           $             -    $             -    $             -
                                                                   ===============    ===============    ================
        Income Taxes                                               $             -    $             -    $             -
                                                                   ===============    ===============    ================
</TABLE>







                                       15
<PAGE>


FILTERING ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

--------------------------------------------------------------------------------


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
$248,220 at December 31, 2004. 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 products
and 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, create a 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.


                                       16
<PAGE>


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.

LONG-LIVED ASSETS - The Company accounts for its long-lived assets in accordance
with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the historical cost
carrying value of an asset may no longer be appropriate. The Company assesses
recoverability of the carrying value of an asset by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If
the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset's carrying
value and fair value or disposable value. As of December 31, 2004, the Company
does not believe there has been any impairment of its long-lived assets.

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" 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, 2004, the carrying value of cash and cash equivalents
approximated 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 - The Company follows Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) that requires the
reporting of both basic and diluted earnings (loss) per share. Basic earnings
(loss) per share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding for the
period. The calculation of diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
SFAS 128, any anti-dilutive effects on net earnings (loss) per share are
excluded. For 2004 and 2003, there were no common stock equivalents.


                                       17
<PAGE>

ISSUANCES INVOLVING NON-CASH CONSIDERATION - All issuances of the Company's
stock for non-cash consideration have been assigned a dollar amount equaling
either the market value of the shares issued or the value of consideration
received whichever is more readily determinable. The majority of the non-cash
consideration received pertains to services rendered by officers and have been
valued at the estimated value of the services rendered.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS


FASB STATEMENT NO. 151 - In November 2004, the FASB issued SFAS No. 151,
"Inventory Costs - An amendment of ARB No. 43, Chapter 4." SFAS 151 clarifies
that abnormal amounts of idle facility expense, freight, handling costs and
spoilage should be expensed as incurred and not included in overhead. Further,
SFAS 151 requires that allocation of fixed production overheads to conversion
costs should be based on normal capacity of the production facilities. The
provisions in SFAS 151 are effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. Companies must apply the standard
prospectively. Management plans on adopting this standard on April 1, 2006 and
expects that that the adoption of the statement to have no impact on its current
operations.

FASB STATEMENT NO. 152 - In December 2004, the FASB issued SFAS No. 152,
"Accounting for Real Estate Time-Sharing Transactions - An Amendment of FASB
Statements No. 66 and 67." This standard amends SFAS No. 66, "Accounting for
Sales of Real Estate," by referring users to AICPA Statement of Position (SOP)
04-2, "Accounting for Real Estate Time-Sharing Transactions." SFAS 152 also
amends FASB Statement No. 67, "Accounting for Costs and Initial Operations of
Real Estate Projects," to state that the guidance for "incidental operations"
and costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. SFAS 152 is effective for financial statements for
fiscal years beginning after June 15, 2005. This statement is not applicable to
the Company's current operations.

FASB STATEMENT NO. 153 - In December 2004, the FASB issued SFAS No. 153,
"Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29." The
amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have "commercial
substance." Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. The provisions in SFAS 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. Early application is permitted and companies must apply the standard
prospectively. The Company adopted this statement on January 1, 2005. The
adoption of the statement should not cause a significant change in the current
manner in which the Company accounts for its exchanges of nonmonetary assets.

FASB STATEMENT NO. 123R - In December 2004, the FASB issued a revision of SFAS
No. 123, Accounting for Stock-Based Compensation." The revised statement,
"Share-Based Payment" (SFAS 123R) requires that the compensation cost relating
to share-based payment transactions be recognized in financial statements. That
cost will be measured based on the fair value of the equity or liability
instruments issued. This statement precludes the recognition of compensation
expense under the APB 25 intrinsic value method. Public entities that file as
small business issuers will be required to apply SFAS 123R as of the beginning
of the first interim or annual reporting period that begins after December 15,
2005. Management believes that the adoption of the statement will not have a
significant impact on its current operations and plans to adopt this statement
on January 1, 2006.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2004:

         Computer equipment                                  $        15,678
         Less: accumulated depreciation                              (10,497)
                                                             ---------------

                                                             $         5,181


                                       18
<PAGE>



NOTE 5 - INCOME TAXES

The components of the Company's income tax provision consist of:
<TABLE>
<CAPTION>
                                                                                 PERIOD JULY 10,
                                                                               2001 (INCEPTION)
                                                                                    THROUGH
                                                YEAR ENDED DECEMBER 31,          DECEMBER 31,
                                                2004               2003               2004
                                            -------------      -------------     --------------
<S>                                             <C>                 <C>                <C>
 Current income tax expense                 $          --      $          --     $          --

 Deferred   income  tax   benefit   from
 capitalization  of  start-up  costs for

 tax purposes                               $     (26,000)     $     (11,450)    $     (55,300)


 Change in valuation allowance                     26,000             11,450            55,300
                                            -------------      -------------      ------------

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

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 effects of the temporary differences giving rise to the Company's deferred
tax assets as of December 31, 2004 are as follows:

                Deferred income tax assets
                  Capitalized start-up costs for tax purposes                    $      55,300
                  Valuation allowance                                                  (55,300)
                                                                                 -------------

                                                                                 $         ---
                                                                                 =============
</TABLE>
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 future tax benefits associated
the capitalized start-up costs, 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, 2004.

The Company has approximately $138,000 in federal net operating loss
carryforwards as of December 31, 2004 which, if not utilized, expire at various
dates through 2024. For income tax purposes, only a portion of net operating
loss can be utilized in any given year if the Company that generated the loss
has more than a fifty percent (50%) change in ownership in a three (3) year
period. Accordingly, there may be limitations on the use of the Company's net
operating loss carryforwards.


                                       19
<PAGE>


NOTE 6 - RELATED PARTY TRANSACTIONS

For all of 2003 and through April 2004 the Company was utilizing office space
provided by the Company's president (a stockholder). The president has waived
reimbursement of the allocated rent and has considered it as additional paid-in
capital. During the years ended December 31, 2004 and 2003 the Company has
recorded total rent expense pertaining to the usage of the President's office of
$4,200 and $4,200, respectively.

During the year ended December 31, 2003, the Company received advances totaling
$1,160 from an officer, and made repayments to this officer totaling $100. The
amount due to this officer was $1,060 at December 31, 2004.

As mentioned in Note 1, the Company is in its development stage. For the years
ended December 31, 2004 and 2003 the officers of the Company devoted time to the
development process of the Company. Compensation expense totaling $32,000 has
been recorded for the years ended December 31, 2004 and 2003, respectively. For
2003, the officers have waived reimbursement and have considered the total
compensation expense of $32,000 as donated capital. Of the $32,000 charged to
operations in 2004, $6,400 was paid to the Company's treasurer and the payments
for the remaining $25,600 were waived and considered donated capital.


NOTE 7 - 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 time 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, leaving 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.


NOTE 8 - RECLASSIFICATION

Certain reclassifications have been made to conform prior period financial
statement amounts to the current period presentation for comparative purposes.


                                       20
<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,
except for the following:

Effective March 30, 2005, Filtering Associates, Inc. (the "Registrant")
dismissed Lesley, Thomas, Schwarz & Postma, Inc. ("Lesley Thomas"), which
audited the Registrant's financial statements for the fiscal years ended
December 31, 2003 and 2002, with Jonathon P. Reuben, CPA to act as the
Registrant's independent chartered accountants. The reports of Lesley Thomas for
these fiscal years did not contain an adverse opinion, or disclaimer of opinion
and were not qualified or modified as to audit scope or accounting principles
except as described herein. The report of Lesley Thomas for these fiscal years
was qualified with respect to uncertainty as to the Registrant's ability to
continue as a going concern. During the Registrant's two most recent fiscal
years and the period from the end of the most recently completed fiscal year
through March 30, 2005, the date of dismissal, there were no disagreements with
Lesley Thomas on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Lesley Thomas would have caused it to make
reference to such disagreements in its reports.

The Registrant's financial statements for the year ended December 31, 2004, were
audited by Jonathon P. Reuben, CPA. Lesley Thomas was not involved in any way
with the audit of the financial statements for the year ended December 31, 2004.
The Registrant has authorized Lesley Thomas to discuss any matter relating to
the Registrant and its operations with Jonathon P. Reuben, CPA.

The change in the Registrant's auditors was recommended and approved by the
board of directors of the Registrant since the Registrant does not have an audit
committee.

During the two most recent fiscal years and subsequent interim period, the
Registrant did not consult with Jonathon P. Reuben, CPA, regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.

Lesley Thomas has reviewed the disclosures contained in this 8-K report. The
Registrant has advised Lesley Thomas that it has the opportunity to furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
concerning any new information, clarifying the Registrant's disclosures herein,
or stating any reason why Lesley Thomas does not agree with any statements made
by the Registrant in this report. Lesley Thomas has advised the Registrant that
nothing has come to its attention which would cause it to believe that any such
letter was necessary.

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.

ITEM 8B. OTHER INFORMATION.

None.



                                       21
<PAGE>



                                    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             36        President and a Director
------------------ -------------- ----------------------------------------------
Edward Wiggins          33        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.

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.


                                       22
<PAGE>


AUDIT COMMITTEE AND FINANCIAL EXPERT. Because our Board of Directors 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, 2004 and 2003. Our Board of Directors may adopt an incentive stock
option plan for our executive officers which would result in additional
compensation.
<TABLE>
<CAPTION>
======================= ====== =================================== =============================================== =================
                                       ANNUAL COMPENSATION                     LONG TERM COMPENSATION
----------------------- ------ ----------------------------------- ------------------------------------------------- ---------------
  NAME AND PRINCIPAL    YEAR   SALARY   BONUS      OTHER ANNUAL                  AWARDS                   PAYOUTS     ALL OTHER
       POSITION                  ($)      ($)    COMPENSATION ($)                                                    COMPENSATION
----------------------- ------ -------- -------- ----------------- ------------------------------------ ------------ ---------------
                                                                    RESTRICTED         SECURITIES          LTIP
                                                                   STOCK AWARDS        UNDERLYING       PAYOUTS ($)
                                                                       ($)          OPTIONS/SARS (#)
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
<S>                     <C>      <C>      <C>          <C>             <C>                <C>               <C>           <C>
Natalie Hoss - former   2003    None     None          None            None               None             None          None
president, secretary
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
Mary Thompson -         2003    None     None          None            None               None             None          None
former treasurer
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
Kevin Frost -           2003    None     None          None            None               None             None          None
president
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
                        2004    None     None          None            None               None             None          None
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
Edward Wiggins -        2003    None     None          None            None               None             None          None
treasurer
----------------------- ------ -------- -------- ----------------- -------------- --------------------- ------------ ---------------
                        2004    None     None          None            None               None             None          None
======================= ====== ======== ======== ================= ============== ===================== ============ ===============
</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 May 11, 2005, 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.


                                       23
<PAGE>



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 May 11, 2005 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>
TITLE OF CLASS    NAME AND ADDRESS OF                     AMOUNT AND NATURE OF           PERCENT OF CLASS
                  BENEFICIAL OWNER                        BENEFICIAL OWNER
----------------- --------------------------------------- ---------------------------- ---------------------
<S>                   <C>                                           <C>                       <C>
Common Stock      Kevin Frost
                  101 W. Avenida Gaviota, Suite A, San         1,180,000 shares              41.1%
                  Clemente, CA 92672                          president, director
Common Stock      Edward Wiggins
                  101 W. Avenida Gaviota, Suite A, San          500,000 shares               17.4%
                  Clemente, CA 92672                          treasurer, director

Common Stock      All directors and named executive            1,680,000 shares              58.4%
                  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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY TRANSACTIONS. Through April 2004, Mr. Frost, our president and one
of our directors provided office space to us at no charge. Ms. Hoss, our former
officer and director, had also previously provided office space to us at no
charge. The office space was provided during all of 2003 and through April 2004.
Ms. Hoss and Mr. Frost do not expect to be paid or reimbursed for providing
office facilities. Subsequent to April 2004 we paid Edward Wiggins, one of our
officers and directors, $6,400 for office space. During the years ended December
31, 2004 and 2003 we recorded total rent expense of $7,800 and $4,200,
respectively. A total of $1,400 and $4,200 of the recorded rent expense was
contributed by directors during the years ended December 31, 2004 and 2003,
respectively.

During the year ended December 31, 2003, we received advances totaling $1,160
from Edward Wiggins, one of our officers and directors, and made repayments to
the officer totaling $100. The amount due to this officer was $1,060 at December
31, 2004 and 2003, respectively.

For the years ended December 31, 2004, and December 31, 2003 our officers
devoted time to our development. Compensation expense totaling $32,000 has been
recorded for the years ended December 31, 2004 and 2003, respectively. The
officers have waived reimbursement and have considered these amounts as
additional paid-in capital.


                                       24
<PAGE>


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

3.1   Articles of Incorporation*
3.2   Bylaws*
31    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and
      Chief Financial Officer
32    Section 906 Certification by Chief Executive Officer and Chief
      Financial Officer

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


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

AUDIT FEES. The aggregate fees billed in each of the fiscal years ended December
31, 2004 and 2003 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 $17,250 and $15,000, respectively.

AUDIT-RELATED FEES. For the fiscal year ended December 31, 2004, we were billed
a total of $1,250 by a separate accountant for consulting services relating to
the review of the Company's September 30, 2004 10-QSB filing. For the fiscal
year ended December 31, 2003, 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."

TAX FEES. For the fiscal years ended December 31, 2004 and December 31, 2003,
our principal accountants rendered services for tax compliance, tax advice, and
tax planning work for which we paid the following amounts: $850 and $500
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.



                                       25
<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 May 11, 2005.

                                     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                                         May 11, 2005
         --------------------------------------------
         Kevin Frost
Its:     principal executive officer
         president and a director


By:      /s/  Edward Wiggins                                      May 11, 2005
         --------------------------------------------
         Edward Wiggins
Its:     principal accounting officer
         treasurer and a director