SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A



[x]

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008



[ ]

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 0-28161

WELLSTONE FILTERS, INC.



(Exact name of registrant in its charter)



Delaware                                                        33-0619264



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



300 Market Street, Suite 130-13, Chapel Hill, North Carolina                     27516



(Address of principal executive offices)                                         (Zip Code)



Registrant's telephone number, including area code:          (919) 370-4408

Securities registered pursuant to Section 12(b) of the Act:  None



Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par value $.001



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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer [ ]   Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [ X ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [   ]    No  [  X ]



State issuer's revenues for its most recent fiscal year: None

The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 15, 2009 was $ 89,716 based on a closing bid price of $ 1.25  per share as of March 15, 2009

The number of shares outstanding of the issuer's classes of Common Stock as of March 15, 2009



Common Stock, $.001 Par Value  105,989  Shares



This amendment is being filed in connection with a revision to Item 9T and a revised Exhibit 31 certification.





Item 9T.  CONTROLS AND PROCEDURES



We  maintain  disclosure controls and procedures designed to ensure  that information required  to be disclosed in our reports filed under the Securities Exchange Act of 1934, as  amended  (the  Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting  Principles and within the required  time  periods,  and  that  such information is  accumulated  and  communicated to our management, including our Chief Executive Officer and Chief Financial  Officer,  as appropriate, to allow for timely decisions regarding disclosure.



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-KSB our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Companys periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The reason for our disclosure controls and procedures were not deemed effective is that  this Annual Report, when originally filed, did not include managements report on internal controls over financial reporting.



There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



This annual report does not include an attestation report of the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report.







Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) Exhibits.  The following exhibits of the Company are included herein. No schedules are required.



2. Plan of acquisition, reorganization, arrange­ment, li­quidation or succession.



2.1. Agreement and Plan of Reorganization, dated February, May 25, 2001, be­tween the Reg­istrant and Wellstone LLC.(2)



3. Certificate of Incorporation and Bylaws



3.1. Articles of Incorporation(1)

3.2 Articles of Amendment(2)

3.3 Bylaws(1)

3.4 Articles of Amendment increasing authorized common stock to 300,000,000 shares (5)

3.5 Articles of Amendment for reverse stock split. (10)

10. Material Contracts



10.1 Stock Option Plan(1)

102 Amended and Restated Stock Option Plan(5)

10.3 Funding Agreement with Arrakis Select Fund,(5)

10.4 Schedule of Details, options granted as of December 31, 2004 under Stock Option Plan(5)

10.5 $1,500,000 Promissory Note (4)

10.6 Warrants, exercisable for 3,240,000 shares of common stock (4)

10.7 Lease Agreement, with U.S. Flue-Cured Tobacco Growers Inc., dated as of September 1, 2004. (5)

10.8 Marketing Agreement, with H&S Marketing, dated as of December 28, 2004 (5)

10.9 License Agreement, by and between Cerami Consulting Corporation and Wellstone Filters, LLC, dated as of  September 14, 1999 (5)

10.10 Lease Extension Agreement with U.S. Flue-Cured Tobacco Growers Inc., dated May 2, 2005 (5)

10.11 $500,000 Promissory Note between Wellstone Filters, Inc. and Carlson Group, Ltd., dated January 25, 2006 (6)

10.12 Summary of Employment Agreement with Learned Jeremiah Hand (7)

10.13 Summary of Employment Agreement with Samuel M. Veasey (7)

10.14. Patent License Agreement dated January 17, 2007 between Wellstone and Glycanex BV.(8)



21.1 Wellstone Tobacco Company is incorporated in North Carolina. Trade names used include Wellstone and Silverton.  Wellstone Filters LLC is incorporated in Delaware.



31.1 Certification of Chief Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a)(11).



32.1 Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350(11).



(1) Incorporated by reference to the Company's Registration Statement on Form 10-SB, file no. 0-28161.

(2) Incorporated  by  reference to  the Company's Current Report on Form 8-K, dated May 25, 2001.

(3) Incorporated  by  reference  to the  Company's Current Report on Form 8-K dated August 6, 2001.

(4) Incorporated by reference to the Company's  Current Report  on  Form 8-K, dated December 3, 2004.

(5) Incorporated by reference to the Company's amended Annual Report  on Form 10-KSB/A, dated December 31, 2004.

(6) Incorporated by reference  to the Company's  Current  Report on Form 8-K, dated December 25, 2005.

(7) Incorporated by reference to the Company's Annual Report  on Form 10-KSB, dated December 31, 2004.

(8) Incorporated by reference to the Company's Current Report on Form 8-K, dated January 22, 2007.

(9) (7) Incorporated by reference to the Company's Annual Report  on Form 10-KSB, dated December 31, 2006.

(10) Incorporated by reference to our Annual report on Form 10-KSB for the year ended December 31, 2007.

(11) Filed herewith













SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 8, 2009.





WELLSTONE FILTERS, INC.





By:/s/ Learned Jeremiah Hand

Learned Jeremiah Hand

CEO



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 8, 2009.



By:/s/Learned Jeremiah Hand

CEO and Director

Learned Jeremiah Hand

(principal executive officer and acting

accounting and financial officer)











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