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.





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 on the framework
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as set forth in Internal Control - Integrated Framework. Based
on our evaluation under the framework in Internal Control - Integrated
Framework, 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 June 5, 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 June 5, 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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