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, 2002
                                          -----------------

[ ] 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
incorporation or organization)                              Identification No.)


5109 River Avenue, Suite B, Newport Beach, California 92663               92663
-------------------------------------------------------------------------------
                                                                     (Zip Code)

                                  949.645.1075
                                  ------------
              (Registrant's Telephone Number, Including Area Code)



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


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

              None                                       None
              ----                                       ----

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes  [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]


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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of April 14, 2003, approximately $44,650.

As of April 14, 2003, there were 1,893,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

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

Transitional Small Business Disclosure format (check one):

                        [ ]   Yes         [X]   No




                                       1
<PAGE>


                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background. We were incorporated in Nevada on July 10, 2001.

Our Business. We are a reseller of Internet content filtering and blocking
software. Using the software that we sell, objectionable websites can be blocked
from being viewed on a user's computer. Our product filters Internet content to
permit users to access appropriate materials without retrieving adult or
objectionable content. Our filtering product enable school, business and other
customers to limit access to the Internet by allowing them to block various
content-based categories, such as pornography, hate speech, bomb construction,
and gambling and games.

We do not own the filtering software we intend to sell. We have a non-exclusive
agreement to resell the software of DF3 Technologies LLC without any
modification performed on our part. As discussed below, we are not permitted to
modify DF3 Technologies LLC's software. Our agreement includes the following
material terms:

o    Term. The term of the agreement is one year with automatic renewals of one
     year. The initial one year term ended on August 29, 2002.
o    Termination of Agreement. Either party may terminate the agreement, with or
     without cause, upon not less than thirty days prior written notice to the
     other party. If the agreement is terminated, we will be required to cease
     all sales of the products and pay all sums due to DF3 Technologies, LLC.
o    Territory. The agreement provides that our territory is the United States.
o    Appointment. The agreement grants us the non-exclusive, non-transferable
     right to sell the filtering software to end-users.
o    Packaging and Modifications. Under the agreement, we are not permitted to
     modify the product or change the packaging in any way.
o    Orders and Pricing. Under the agreement, we are required to place orders
     with DF3 Technologies, LLC at set prices. The price for the software
     depends on the number of licenses. The price ranges from $80 for one
     license to $5,067 for 100 licenses. The price we pay for the X-Stop R
     Series Servers Solution Package depends on the number of users. The price
     ranges from $6,600 for 500 users to as much as $197,368 for 50,000 users.
     We also have the ability to purchase other products at varying prices. A
     more detailed description of prices has been filed as Exhibit 10.1 to our
     original SB-2 filed on January 23, 2002. DF3 Technologies, LLC has the
     right to change the prices at any time upon written notice to us.
o    Our Relationship with DF3 Technologies, LLC. We are not an employee, agent
     or franchisee of DF3 Technologies, LLC. We are considered an independent
     contractor.
o    Competitive Products. We are not permitted, during the term on the
     agreement, to develop or have developed products which compete with DF3
     Technologies LLC's products.

DF3 Technologies LLC is controlled by Richard Kavadas, Daniel Hoover and Steve
Carnes. Richard Kavadas, Daniel Hoover and Steve Carnes do not have any interest
in us, nor will they be acquiring any interest as a result of our agreement with
them. We intend to sell our filtering software to business organizations,
schools, libraries and private homes. We initially intend to focus our sales
efforts on schools and public libraries in the geographic area of California,
specifically Los Angeles and Orange County.

To effectuate our business plan during the next three to six months, we must
market our products. If we are unable to generate revenues necessary or obtain
additional working capital to pay for our development, we anticipate that our
president, director and principal shareholder, Natalie Hoss, will contribute
funds to pay our expenses. Our belief that Ms. Hoss will pay our expenses is
based solely on the fact that Ms. Hoss has a significant equity interest in us.
We believe that Ms. Hoss will continue to pay our expenses as long as she
maintains a significant equity interest in us; however, there is no guarantee
that she will pay our expenses. We do not have any agreement, understanding or
arrangement with Ms. Hoss to pay our expenses, nor do we intend to enter into
any such agreement. We do not have any plans, commitments or understandings to



                                       2
<PAGE>




reduce her equity interest in the company. Moreover, Ms. Hoss has not committed
to pay our expenses nor is she obligated to do so. Therefore, there is no
guarantee that Ms. Hoss will contribute funds to pay our expenses. If Ms. Hoss
does pay any of our future expenses, we may enter into a promissory note which
will include customary terms and conditions. However, we have not negotiated or
discussed the specific terms of a promissory note. If Ms. Hoss does not pay our
future expenses and we are unable to raise sufficient funds to pay our expenses,
we may be forced to liquidate the company. We have not devised a specific
liquidation plan. However, it is likely that in the event we are forced to
liquidate the company, our investors will lose their entire investment.

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. The filtering product that we sell is designed primarily to
blothisxcessive violence, pornography and sites that promote illegal activities,
such as terrorist sites instructing viewers on how to make a pipe bomb. Our
filters are based on keywords or automated selection of blocked sites. Filters
typically use blacklists, whitelists and keywords to filter web content.
Blacklists allow everything into the web browser except what is included in this
list. Whitelists deny everything to the browser except what is included in this
list. Keywords examine text on a Web page or in special tags in the head of a
Web page called Metatags and exclude pages containing those keywords. As with
any type of censorship, prejudice and opinion of the censor or individual
generating the filter file also is a factor. Our filtering services enable
schools, businesses and other customers to limit access to the Internet by
allowing them to select from various content-based categories, which include
pornography, hate, bomb construction, gambling and games.

Our Website www.filteringassociates.com. Our current website is under
development and provides general information about the company and our address,
telephone number and e-mail address. Our website also provides sales prospects
with relevant product information. If we generate significant revenues, we
intend to further develop our website to provide downloadable demo versions of
filtering products.

Our Target Markets and Marketing Strategy. Our objective is to expand our
presence in the school, library and home markets. As part of this objective, we
intend to target educational institutions for K-12 students. We believe the
school, home and corporate markets, both domestic and international, present us
with significant opportunities. Due to the technological proliferation of home
and personal computing products, academic institutions have been able to take
advantage of the Internet as an educational tool. We believe that many modern
families use the Internet in the home as both a source of entertainment and
education for their school aged children. An effective Internet content
filtering system permits educators and parents from having to choose between
undesirable alternatives: prohibiting Internet access altogether or closely
supervising each student's use of the Internet.

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.filteringassociates.com, is used to
     provide sales prospects with relevant product information and, in the
     future, we hope to include downloadable demo versions of filtering
     products. By maximizing the self-service sales potential of the web, we
     intend to lower our overall cost of sales.



                                       3
<PAGE>




o    Public Relations. We hope to retain the services of public relations firms
     with the objective of securing favorable product reviews and general
     commentary.
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 develop the software 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 content-based filtering solutions is intensely
competitive, evolving and subject to rapid technological change. Primary
competitive factors that have typically affected our market include product
features such as response time, capacity, reliability, scalability, 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.

We do not own the filtering software we intend to sell. We have a non-exclusive
agreement to resell the software of DF3 Technologies, LLC without any
modification performed on our part. There may be a number of other, established,
resellers of DF3 Technologies, LLC's products with whom we will be competing. We
do not believe that we directly compete with DF3 Technologies, LLC because we
initially intend to focus our sales efforts on schools and public libraries in
the geographic area of California, specifically Los Angeles and Orange County,
whereas DF3 Technologies, LLC is focused on the enterprise market. However, if
we shift our selling efforts to the enterprise market, then DF3 Technologies,
LLC may not desire to renew our agreement, which will hinder our ability to
generate revenues and continue operations.

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, such
as CyberPatrol, NetNanny and CyberSitter. 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. 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.

There has been a public-policy debate regarding Internet filtering in schools
and libraries within the U.S. Congress. This debate has resulted in the
Children's Internet Protection Act, a bill passed and signed into law mandating
Internet filtering in schools and libraries receiving certain federal funds,
among other requirements. It should be noted, however, that a suit has been
filed in the United States District Court by the American Library Association et
al. and by Multnomah County Public Library seeking to overturn the Children's
Internet Protection Act. If the suit is successful, some of our potential
customers may decide not to provide filtering in their organizations, which in
turn, could lead them not to buy the products that we sell and thereby harm a
potential source of revenue.

Currently, few laws or regulations specifically govern communications or
commerce on the Internet. In the future, laws and regulations may be adopted
regarding user privacy, pricing, and the characteristics and quality of products
and services. For example, the Telecommunications Act of 1996 sought to prohibit
transmitting various types of information and content over the Internet. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and online service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet.



                                       4
<PAGE>




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.filteringassociates.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.

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 April 14, 2003, we have no employees, other than our officers
and directors. We anticipate that we will not hire any employees in the next six
months, unless we generate significant revenues. We believe our future success
depends in large part upon the continued service of our key senior management
personnel and our ability to attract and retain managerial personnel.

Facilities. Our executive, administrative and operating offices are located at
5109 River Ave, Suite B, Newport Beach, California, 92663. Natalie Hoss, our
president, secretary and one of our directors, provide our facilities at no
charge.

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, 2002
       ---------------------------------- -------------------------
                     Cash                          $1,450
       ---------------------------------- -------------------------
          Property and equipment, net             $12,467
       ================================== =========================

Our facilities. Our executive, administrative and operating offices are
approximately 200 square feet and are located at 5109 River Avenue, Suite B,
Newport Beach, California 92663. Ms. Hoss, our president, secretary and one of
our directors, currently provides office space to us at no charge. We do not
have a written lease or sublease agreement and Ms. Hoss does not expect to be
paid or reimbursed for providing office facilities. We believe that our current
offices are sufficient to meet our current and future needs.

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.



                                       5
<PAGE>




                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

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

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

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 thirty five. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock. There are 1,000 shares
that can be sold pursuant to Rule 144 promulgated pursuant to the Securities Act
of 1933.

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

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.



                                       6
<PAGE>




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
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to them
consolidated financial statements included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.

For the year ended  December 31, 2002.
--------------------------------------

Liquidity and Capital Resources. Our total current assets were $1,450 as of
December 31, 2002, which consisted entirely of cash. We believe that our
available cash is sufficient to pay our day-to-day expenditures, with the
assistance of our officers and directors. We also had $12,467 net in property
and equipment as of December 31, 2002, making our total assets $13,917 as of
December 31, 2002.



                                       7
<PAGE>




Our current liabilities were $5,454 as of December 31, 2002, all of which was
represented by accounts payable. We had no other liabilities and no long term
commitments or contingencies as of December 31, 2002.

Results of Operations.

Revenue. For the year ended December 31, 2002, we realized no revenues from our
inception on July 10, 2001 through December 31, 2002. We hope to generate
revenues as we develop our customer base.

Operating Expenses. For the year ended December 31, 2002, our total operating
expenses were approximately $74,978. This amount was represented by $13,038 in
legal and accounting expenses, $27,870 in compensation expense, $27,000 in
consulting expenses, and $7,070 in general and administrative expenses.
Therefore, our net loss from operations for the year ending December 31, 2002
was $74,978. This is in comparison to our operating expenses and a net loss of
$13,624 for the period from our inception on July 10, 2001 through December 31,
2001, which was represented by $10,000 in consulting expenses, $1,641 in legal
and accounting expenses, and $1,983 in general and administrative expenses.
Therefore, our net loss for the period from our inception on July 10, 2001
through December 31, 2001was $13,624. The increase in operating expenses was due
primarily to compensation expenses and increased legal and accounting expenses,
for the year ended December 31, 2002 that we did not experience during the
period from our inception to December 31, 2001. For the period from our
inception on July 10, 2001 through December 31, 2002, our net loss from
operations was $88,602. We anticipate that we will continue to incur significant
general and administrative expenses, but hope to continue generating income as
we expand our operations.

Our Plan of Operation for the Next Twelve Months. We have not yet generated any
revenues from our operations. To effectuate our business plan during the next
twelve months, we must continue to develop our internet presence, market our
products and services and develop our brand image. We believe that we will be
able to generate revenues after the development of our website is complete. Any
revenues generated will be used to expand our product and service offerings.

We have cash of $1,450 as of December 31, 2002. In the opinion of management,
available funds and assistance from our management to pay our expenses will
satisfy our working capital requirements through December 2002. We believe that
those costs will remain consistent over the next twelve months because we do not
intend to hire any more employees over the next twelve months. Other than
anticipated monthly costs and the costs of becoming a public company, we are not
aware of any other known trends, events or uncertainties, which may affect our
future liquidity.

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

Our belief that our officers and directors will pay our expenses is based on the
fact that our officers and directors collectively own 1,000,000 shares of our
common stock, which equals approximately 52.82% 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. 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.





                                       8
<PAGE>



Item 7.  Financial Statements
-----------------------------





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



Financial Statements

    Balance Sheets as of December 31, 2002 and 2001

    Statements of Operations for the year ended December 31, 2002, and the
    periods July 10, 2001 (inception) through December 31, 2001 and July 10,
    2001 (inception) through December 31, 2002

    Statement of Changes in Stockholders' Equity for the period July 10, 2001
    (inception) through December 31, 2002

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

    Notes to Financial Statements






                                     9
<PAGE>







                                                                March 31, 2003

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

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

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

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Filtering
Associates, Inc. as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for the year ended December 31, 2002 and the
periods July 10, 2001 (inception) through December 31, 2001 and July 10, 2001
(inception) through December 31, 2002 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 $74,978 during the year ended
December 31, 2002, and as of that date, had a working capital deficiency of
$4,004 and accumulated deficit of $88,602. 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 SHEETS
                                 --------------

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                       <C>             <C>
                                                                                              December 31,
                                                                                         2002               2001
                                                                                   ---------------    ----------

CURRENT ASSET
   Cash and cash equivalents                                                       $         1,450    $         8,359
                                                                                   ---------------    ---------------

     Total current asset                                                                     1,450              8,359
                                                                                   ---------------    ---------------

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

       Total assets                                                                $        13,917    $         8,359
                                                                                   ===============    ===============

                       LIABILITY AND STOCKHOLDERS' EQUITY
                       ----------------------------------
CURRENT LIABILITY
   Accounts payable                                                                $         5,454    $           ---
                                                                                   ---------------    ---------------

       Total current liability                                                               5,454                ---
                                                                                   ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value;
     5,000,000 shares authorized
     No shares issued or outstanding
   Common stock, $.001 par value;
     50,000,000 shares authorized,
     1,893,000 and 1,000,000 shares issued and outstanding
     at December 31, 2002 and 2001, respectively                                             1,893              1,000
   Additional paid-in capital                                                               95,172             20,983
   Deficit accumulated during the development stage                                        (88,602)           (13,624)
                                                                                   ---------------    ----------------

       Total stockholders' equity                                                            8,463              8,359
                                                                                   ---------------    ---------------

         Total liability and stockholders' equity                                  $        13,917    $         8,359
                                                                                   ===============    ===============
</TABLE>



            See the accompanying notes to these financial statements

                                       11
<PAGE>




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

                            STATEMENTS OF OPERATIONS
                            ------------------------
<TABLE>
<CAPTION>
<S>                                                                     <C>              <C>               <C>
                                                                                   Period July 10,   Period July 10,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     -------------

REVENUES                                                           $         ---     $         ---     $         ---
                                                                   -------------     -------------     -------------

EXPENSES
   Legal and accounting                                                   13,038             1,641            14,679
   Compensation expense                                                   27,870            10,000            37,870
   Consulting                                                             27,000               ---            27,000
   General and administrative expenses                                     7,070             1,983             9,053
                                                                   -------------     -------------     -------------

   Total expenses                                                         74,978            13,624            88,602
                                                                   -------------     -------------     -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                   (74,978)          (13,624)          (88,602)

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

NET LOSS                                                           $     (74,978)    $     (13,624)    $     (88,602)
                                                                   =============     =============     =============


BASIC LOSS PER SHARE                                               $        (.07)    $       (.01)     $        (.09)
                                                                   =============     =============     =============

DILUTIVE LOSS PER SHARE                                            $        (.07)    $       (.01)     $        (.09)
                                                                   =============     =============     =============

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                                                                       1,039,106         1,000,000         1,026,458
                                                                   =============     =============     =============
</TABLE>


            See the accompanying notes to these financial statements

                                       12
<PAGE>





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

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  ----------------------------------------------

           PERIOD JULY 10, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002
           -----------------------------------------------------------




<TABLE>
<CAPTION>
<S>                                              <C>            <C>           <C>           <C>           <C>
                                                                                        Deficit
                                                                                      Accumulated
                                                 Common Stock             Additional     During
                                              -----------------------      Paid-In    Development
                                              Shares           Amount      Capital       Stage           Total
                                              ---------     ---------   -----------   -----------     -----------
BALANCE, July 10, 2001 (inception)                  ---     $     ---   $       ---   $       ---     $       ---

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

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

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

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

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

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

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

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

BALANCE, December 31, 2002                    1,893,000     $   1,893   $    95,172   $   (88,602)    $     8,463
                                              =========     =========   ===========   ===========     ===========
</TABLE>




            See the accompanying notes to these financial statements

                                       13
<PAGE>





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

                            STATEMENTS OF CASH FLOWS
                            ------------------------


<TABLE>
<CAPTION>
<S>                                                                    <C>                <C>              <C>
                                                                                   Period July 10,   Period July 10,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     --------------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                       $      (74,978)    $     (13,624)    $     (88,602)
   Adjustments  to  reconcile  net loss to net cash used in
    operating activities
     Rent provided in exchange for additional paid-in capital              4,200             1,983             6,183
     Compensation provided in exchange for additional paid-in
     capital                                                              27,870            10,000            37,870
     Depreciation expense                                                    733               ---               733
     Changes in operating assets and liabilities
       Increase in accounts payable                                        5,454               ---             5,454
                                                                   -------------     -------------     -------------

         Net cash used in operating activities                           (36,721)           (1,641)          (38,362)
                                                                   -------------     -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of computer equipment                                        (13,200)              ---           (13,200)
                                                                   -------------     -------------     -------------

         Net cash used in investing activities                           (13,200)              ---           (13,200)
                                                                   -------------     -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                 29,722            10,000            39,722
   Additional paid-in capital contributed by stockholder                  13,290               ---            13,290
                                                                   -------------     -------------     -------------

         Net cash provided by financing activities                        43,012            10,000            53,012
                                                                   -------------     -------------     -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (6,909)            8,359             1,450

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

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

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



            See the accompanying notes to these financial statements

                                       14
<PAGE>


<PAGE>





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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2002 AND 2001
                           --------------------------


NOTE 1 - COMPANY OPERATIONS

         Filtering Associates, Inc. (the "Company") was incorporated in the
state of Nevada on July 10, 2001 to operate as a distributor of Internet
filtering software. 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 Internet filtering
software. 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
$88,602 at December 31, 2002. Additionally, the Company has a working capital
deficiency of $4,004. The Company expects operating losses to continue for the
foreseeable future as it continues to develop and promote its services. In
addition, the Company has not been able to raise sufficient funds to sustain its
operations. These matters raise substantial doubt about the Company's ability to
continue as a going concern.

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The significant accounting policies are summarized as follows:

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

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




                                       15
<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

         Fair Value of Financial Instruments - SFAS No. 107, "Disclosure about
Fair Value of Financial Instruments" ("SFAS 107") requires entities to disclose
the fair value of financial instruments, both assets and liabilities recognized
and not recognized on the balance sheet, for which it is practicable to estimate
fair value. SFAS 107 defines fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties. As of December 31, 2002 and 2001, the carrying value of cash
and cash equivalents approximates fair value due to the short term nature of
such instruments.

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

         Loss Per Share of Common Stock - Basic and diluted loss per share is
computed using shares of common stock issued to date. Consideration is also
given in the dilutive loss per share calculation for the dilutive effect of
common stock equivalents which might result from the exercise of stock options.
However, for the period presented, there were no common stock equivalents.

         Accounting Pronouncements - In July 2001, the FASB issued Statement of
Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations,"
which is effective for business combinations initiated after June 30, 2001. SFAS
141 eliminates the pooling of interest method of accounting for business
combinations and requires that all business combinations occurring after July 1,
2001 are accounted for under the purchase method. The Company has not been
affected by SFAS 141.



                                       16
<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is
effective for fiscal years beginning after December 15, 2001. Early adoption is
permitted for entities with fiscal years beginning after March 15, 2001,
provided that the first interim financial statements have not been previously
issued. SFAS 142 addresses how intangible assets that are acquired individually
or with a group of other assets should be accounted for in the financial
statements upon their acquisition and after they have been initially recognized
in the financial statements. SFAS 142 requires that goodwill and intangible
assets that have indefinite useful lives not be amortized but rather be tested
at least annually for impairment, and intangible assets that have finite useful
lives be amortized over their useful lives. SFAS 142 provides specific guidance
for testing goodwill and intangible assets that will not be amortized for
impairment. The Company has not been affected by SFAS 142.

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations."
SFAS 143 established standards associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This statement is
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company does not expect SFAS 143 to have a material impact on its
financial statements.

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for
the impairment of long-lived assets to be disposed of. The provisions of SFAS
144 are effective for financial statements issued for fiscal years beginning
after December 15, 2001, and interim periods within these fiscal years, with
early adoption encouraged. The Company does not expect SFAS 144 to have a
material impact on its financial statements.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical
Corrections . SFAS No. 145 requires that only certain extinguishments of debt be
classified as an extraordinary item. Further, this statement requires that
capital leases which are modified such that the resulting lease agreement is
classified as an operating lease be accounted for under the sale-leaseback
provisions of SFAS No. 98. The provisions of the statement pertaining to debt
extinguishments are effective for companies with fiscal years beginning after
May 15, 2002. The provisions of the statement pertaining to lease modifications
are effective for transactions consummated after May 15, 2002. Implementation of
this statement will not impact net income, however, it will result in a
reclassification of the extraordinary loss for reporting purposes in 2003. Such
amounts will be reported as a separate component of income from continuing
operations, and the earnings per share effects will not be disclosed on the face
of the income statement.





                                       17
<PAGE>




NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:
<TABLE>
<CAPTION>
<S>                                                                                      <C>                <C>
                                                                                              December 31,
                                                                                         2002               2001
                                                                                   ---------------    ---------------

         Computer equipment                                                        $        13,200    $           ---

         Less: accumulated depreciation                                                       (733)               ---
                                                                                   ---------------    ---------------

                                                                                   $        12,467    $           ---
                                                                                   ===============    ===============
</TABLE>


NOTE 4 - INCOME TAXES

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

         The components of the Company's income tax provision consist of:
<TABLE>
<CAPTION>
<S>                                                                    <C>               <C>                 <C>

                                                                                   Period July 10,   Period July 10,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     --------

         Federal taxes  (deferred)  capitalized  start-up costs
         for tax purposes                                          $     (34,500)    $      (5,500)    $     (40,000)
         Change in valuation account                                      34,500             5,500            40,000
                                                                   -------------     -------------     -------------

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


         Deferred income taxes are provided for timing differences in the
recognition of certain income and expense items for tax and financial statement
purposes. The tax effect of the temporary differences giving rise to the
Company's deferred tax assets and liabilities as of December 31, 2002 and 2001
are as follows:

                                                                                              December 31,
                                                                                         2002               2001
                                                                                   ---------------    ----------
         Deferred income taxes
             Capitalized start-up costs for tax purposes                           $        34,500    $         5,500
             Valuation allowance                                                           (34,500)            (5,500)
                                                                                   ---------------    ---------------

                                                                                   $           ---    $           ---
                                                                                   ===============    ===============
</TABLE>





                                       18
<PAGE>






NOTE 5 - RELATED PARTY TRANSACTIONS

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

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


NOTE 6 - STOCKHOLDERS' EQUITY

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

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

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



                                       19
<PAGE>






Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

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

                                    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
--------------------- -------------- ------------------------------------------
Natalie Hoss               32        president, secretary and a director
--------------------- -------------- ------------------------------------------
Mary Thompson              34        treasurer and a director
===================== ============== ==========================================

Natalie Hoss. Ms. Hoss has been our president, secretary and one of our
directors since inception. Ms. Hoss is responsible for our sales and business
development. Ms. Hoss currently devotes approximately ten hours per week our
operations, but intends to devote significant more time if we generate
significant revenues. Since September 1993, Ms. Hoss has been employed as a
teacher on special assignment, senior trainer, and support provider with the
Centralia School District in Buena Park, California. Ms. Hoss is responsible for
the development of intervention programs for impacted classrooms in nine
elementary schools. As a senior trainer, Ms. Hoss oversees the District's new
teacher program and trains veteran teachers to be support providers. Ms. Hoss is
also a member of the Technology Team at Walter Knott Elementary School and is
responsible for developing a budget for hardware and software related goods and
services. Ms. Hoss' role also entails analyzing the school's needs for
computers, peripheral equipment and training programs, in relation to the cost
of implementation. We believe that Ms. Hoss' connections within the public
education system will be a valuable asset in the development of our business.
Ms. Hoss received her Bachelor of Arts in the field of liberal studies from the
University of San Diego in 1992. In 1996, Ms. Hoss was awarded a Master's degree
in the field of curriculum from National University. Ms. Hoss is not an officer
or director of any reporting company.

Mary Thompson. Ms. Thompson has been our treasurer and one of our directors
since inception. Ms. Thompson is responsible for our day to day operations,
including the supervision of our financial accounts. Ms. Thompson currently
devotes approximately five hours per week, but intends to devote significant
more time if we generate significant revenues. Ms. Thompson has been employed as
a teacher at the Centralia School District in Buena Park, California since 1997.
Ms. Thompson teaches elementary grade students and serves as the faculty advisor
for her school's Student Council. Ms. Thompson received her Bachelor of Arts
from the University of California at Davis in 1992. In 1998, Ms. Thompson
received a CLAD Multiple Subject Teaching Credential from National University.
In 2000, Ms. Thompson earned her Master of Science in Education from National
University. Ms. Thompson is not an officer or director of any 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.




                                       20
<PAGE>




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.

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).

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, 2001 and 2002. Our Board of Directors may adopt an incentive stock
option plan for our executive officers which would result in additional
compensation.
<TABLE>
<CAPTION>
<S>                                            <C>        <C>           <C>                 <C>                    <C>
============================================ ======= ============= ============= ===================== =========================
Name and Principal Position                   Year      Annual      Bonus ($)        Other Annual       All Other Compensation
                                                      Salary ($)                   Compensation ($)
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Natalie Hoss - president, secretary          2001        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
                                             2002        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Mary Thompson - treasurer                    2001        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
                                             2002        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 April 14, 2003, 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 Natalie Hoss, although the exact nature and terms of the
agreement have not been conclusively negotiated.

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

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 14, 2003 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.




                                       21
<PAGE>




<TABLE>
<CAPTION>
<S>                                       <C>                                    <C>                                <C>
Title of Class              Name and Address of Beneficial        Amount and Nature of Beneficial          Percent of Class
                            Owner                                 Owner
------------------------    ----------------------------------    ------------------------------------     -------------------------
                            Natalie Hoss                                    500,000 shares                          26.4%
Common Stock                5109 River Avenue, Suite B              President, Secretary, Director
                            Newport Beach, CA  92663
                            Mary Thompson                                   500,000 shares                          26.4%
Common Stock                5109 River Avenue, Suite B                    Treasurer, Director
                            Newport Beach, CA  92663
                            All directors and named                        1,000,000 shares                         52.8%
Common Stock                executive 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. There have been no related party transactions,
except for the following:

Ms. Hoss, our president, secretary, one of our directors and a shareholder,
currently provides office space to us at no charge. Ms. Hoss does not expect to
be paid or reimbursed for providing office facilities. During the year ended
December 31, 2002, and for the period from July 10, 2001 (inception) through
December 31, 2001, we recorded rent expense of $4,200 and $1,983, respectfully,
which represents our share of the office space being provided by Ms. Hoss.

Certain of our shareholders paid certain web hosting and professional fees on
our behalf. The fees totaled $13,290 for the year ended December 31, 2002. The
shareholders have waived reimbursement and we have considered the fees as
additional paid-in capital.

For period from July 10, 2001 (inception) through December 31, 2002, our
officers devoted time to our business development. Compensation expense totaling
$27,870 and $10,000 has been recorded for the year ended December 31, 2002 and
the period from July 10, 2001 (inception) through December 31, 2001,
respectively. The officers have waived reimbursement and we have considered the
amounts as additional paid in capital.

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

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

Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------



                                       22
<PAGE>




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

3.1                        Articles of Incorporation*

3.2                        Bylaws*

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

(b) Reports on Form 8-K

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

Item 14. 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.



                                       23
<PAGE>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, California, on April 14, 2003.

                                Filtering Associates, Inc.
                                a Nevada corporation


                                By:      /s/  Natalie Hoss
                                         ------------------------------------
                                         Natalie Hoss
                                Its:     principal executive officer
                                         president, secretary, 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/  Natalie Hoss                                    April 14, 2003
         --------------------------------------------
         Natalie Hoss
Its:     principal executive officer
         president, secretary and a director


By:      /s/  Mary Thompson                                   April 14, 2003
         --------------------------------------------
         Mary Thompson
Its:     principal accounting officer
         treasurer and a director




                                       24
<PAGE>








CERTIFICATIONS
---------------

I, Natalie Hoss, certify that:

1. I have reviewed this annual report on Form 10-KSB of Filtering Associates,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 14, 2003

/s/ Natalie Hoss
-----------------------
Natalie Hoss, Chief Executive Officer




                                       25
<PAGE>



CERTIFICATIONS
--------------

I, Mary Thompson, certify that:

1. I have reviewed this annual report on Form 10-KSB of Filtering Associates,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's
         disclosure controls and procedures as of a date within 90 days prior to
         the filing date of this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 14, 2003


/s/ Mary Thompson
-----------------------
Mary Thompson, Chief Financial Officer



                                       26
<PAGE>




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Filtering Associates, Inc. a Nevada
corporation (the "Company") on Form 10-KSB for the year ending December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Natalie Hoss, Chief Executive Officer of the Company, certifies
to the best of her knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.


/s/ Natalie Hoss
--------------------------
Natalie Hoss
Chief Executive Officer
April 14, 2003



                                       27
<PAGE>





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Filtering Associates, Inc. a Nevada
corporation (the "Company") on Form 10-KSB for the year ending December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Mary Thompson, Chief Financial Officer of the Company, certifies
to the best of her knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                   13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.


/s/ Mary Thompson
--------------------------
Mary Thompson
Chief Financial Officer
April 14, 2003






                                       28
<PAGE>