SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/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, 2003

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
        For the transition period from                          to
                                       ------------------------

Commission file number 0-28161
CIK 0001092082
                             WELLSTONE FILTERS, INC.

              (Exact name of small business issuer in its charter)

            Delaware                                         33-0619264
(State or other jurisdiction
of incorporation or organization)           (I.R.S. Employer Identification No.)

121 Farrington Avenue        Tarrytown, New York                           10591

           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:               (914) 333-0090
                                                             -------------------

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

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                                      YES   X        NO

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ 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 25, 2004 was  $32,925,698  based on a closing bid
price of $1.35 per share as of March 25, 2004

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of December 31, 2003:

Common Stock, $.001 Par Value - 78,989,400 Shares

Transitional Small Business Disclosure Format           YES            NO   X

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>

                                    PART I

Item 1.   DESCRIPTION OF BUSINESS

          When used in this Form  10-KSB,  the words  "expects,"  "anticipates,"
"estimates"  and similar  expressions  are intended to identify  forward-looking
statements.  Such statements are subject to risks and  uncertainties,  including
those set forth below under "Risks and  Uncertainties,"  that could cause actual
results  to  differ  materially  from  those  projected.  These  forward-looking
statements speak only as of the date hereof.  Wellstone  expressly disclaims any
obligation or  undertaking  to release  publicly any updates or revisions to any
forward-looking  statements  contained  herein  to  reflect  any  change  in the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial  information included
in this Form 10-KSB.

General

          Wellstone  Filters,  LLC was founded in  February,  1998 by Dr.  Carla
Cerami Hand at Cerami  Consulting  Company.  In connection  with its research on
diabetes,  Cerami Consulting  investigated the impact of smoking on diabetes and
then decided to investigate  the  possibility of developing a filter  technology
that would remove  carcinogens  without  impacting  flavor. As a result of their
research,  Cerami Consulting has filed for US and  international  patents on the
technology  and licensed it and related  patents to Wellstone  LLC for potential
commercialization. The US patent has been issued (September 19, 2000, U.S.Patent
6,119,701) and international patents are pending.

          The filter  technology,  referred  to  internally  as 3C904,  has been
tested by Wellstone LLC in small manufacturing  batches.  Wellstone LLC has held
discussions with several major  manufacturers for licensing or supply contracts,
but no  contracts  have been  entered  into nor are any under  negotiation.  All
testing  performed on 3C904 to date have been for  developmental  purposes only.
Use of the technology in cigarettes manufactured for U.S. sale is dependent upon
completion of an FTC standardized test for tars, nicotine and carbon monoxide.

          On May 25, 2001, Wellstone LLC was acquired by Farallon Corporation, a
publicly   reporting   corporation  formed  solely  to  seek  for  and  make  an
acquisition.  Farallon  Corporation  acquired all of the outstanding  membership
interests of Wellstone LLC in exchange for 70,000,000  common shares of Farallon
Corporation. In addition, Farallon Corporation issued 1,989,400 shares of common
stock  in  cancellation  of debt.  As a  result,  there  are  78,989,400  shares
outstanding.  The members of  Wellstone  LLC own the  majority  of the  combined
company.  Accordingly,  the  combination  has been  accounted  for as a  reverse
acquisition,  under  which,  for  accounting  purposes,  Wellstone  LLC  is  the
accounting  acquiror,  and Farallon  Corporation is  accordingly  the accounting
acquiree.  As  is  customary  in a  reverse  acquisition,  only  the  historical
financial  statements of Wellstone LLC, the accounting  acquiror,  are presented
for periods prior to the  acquisition.  Farallon  Corporation,  incorporated  in
1994,  subsequently  changed its name to Wellstone Filters,  Inc.  References to
Wellstone in this prospectus refer to the combined entity.

Risks and Uncertainties

We are still in the  Research  and  Development  Stage and have not received any
revenues.

          Wellstone's  activities have been limited to research and development,
medical  testing and initial  marketing.  We have not  received  any revenues or
income  since  inception  and we  don't  know  if at all,  when we will  receive
revenues. Wellstone might not be able to find a market for its products, achieve
a  significant  level of sales or  attain  profitability.  . As a result  of the
significant operating expenses related to start up operations, operating results
will be adversely affected if significant sales do not materialize,  whether due
to  competition  or otherwise.  Wellstone  might not be able to obtain  required
funding,  or be able to grow in the  future or attain  profitability.  Wellstone
might not be able to implement its business plan in accordance with its internal
forecasts or to a level that meets the expectations of investors.

We Are Dependent on the Domestic Tobacco Business, which is contracting.

          Substantially  all of our  revenues  are  expected to be derived  from
sales in the United States.  The U.S. cigarette business has been contracting in
recent  years.  If the U.S.  cigarette  market  continues to contract,  it could
adversely affect our potential future sales, operating income and cash flows.

We Need a Strategic Partner to help us enter the market.

          The cigarette industry is dominated by relatively few companies. Entry
is  difficult  and less than 2% of filters are  outsourced.  We can't  expect to
achieve  widespread  acceptance of our filter  technology  without entering into
supply agreements with one or more cigarette manufacturers.  We might not obtain
any supply  agreements.  Prior to any  agreement  we need to subject  the filter
technology to further testing. This testing will be expensive and favorable test
results do not guarantee that a supply contract will be entered into. We believe
that the  commercial  use of our filter  technology is not only dependent on its
safety and efficacy,  but also its  marketability to consumers,  we will need to
convince one or more major tobacco  companies  that using our filter  technology
will enable it to achieve or maintain profitability or market share.

We don't have any production  facilities  unless we acquire them or contract out
production.

          To date  we have  only  manufactured  the  filter  material  in  small
batches. Problems in purchasing equipment, establishing manufacturing facilities
and meeting  demand can be expected.  If we cannot  produce  filter  material or
outsource production we cannot obtain sales revenues.

Competition could prevent us from meeting our objectives.

          The cigarette industry is highly competitive. We encounter competition
from  developers  of  low-carcinogen  tobacco  and  developers  of other  filter
technology,  which  may have  substantially  greater  financial,  manufacturing,
marketing and other  resources than we do. Another  company could develop filter
technology  similar to ours.  Competition  will affect our ability to market our
product and obtain financing.

Our filter May Not Be Accepted by Smokers.

          Our filter may not be  accepted  ultimately  by adult  smokers.  Adult
smokers may decide not to purchase tobacco products made with our filters due to
taste or other  preferences,  and sales of filters with our technology  would be
adversely affected.

The Cigarette  Industry is Subject to Substantial and Increasing  Regulation and
Taxation and this can only have a negative impact on us.

          Various federal, state and local laws limit the advertising,  sale and
use of cigarettes,  and these laws have  proliferated  in recent years.  If this
trend  continues,  it may have material and adverse effects on potential  sales,
operating  income  and cash  flows.  In  addition,  cigarettes  are  subject  to
substantial and increasing  excise taxes.  Increased  excise taxes may result in
declines in overall sales volume.  This result could adversely affect the market
for our product.

          The  U.S.  Food  and  Drug  Administration   ("FDA")  has  promulgated
regulations  governing  the sale and  advertising  of  tobacco  products.  These
regulations  are designed  primarily to discourage the sale to, and  consumption
by,  adolescents  and  children.  The  authority of the FDA to  promulgate  such
regulations was challenged in the federal courts.  On March 21, 2000, the United
States  Supreme  Court in a five to four decision held that the Congress has not
given the FDA authority to regulate  tobacco  products as customarily  marketed.
Given the  decision by the Supreme  Court it is unclear  whether the Congress in
the future will act to grant such  authority  to the FDA,  although  legislation
that would create such  authority has already been  introduced in Congress.  See
"Government Regulation."

We might get sued and insurance possibly won't cover our losses.

          There are  currently  several  pending  legal  actions  affecting  the
tobacco  industry,  including  proceedings  and claims  arising out of the sale,
distribution,  manufacture,  development,  advertising,  marketing  and  claimed
health  effects of  cigarettes.  We may be named as a defendant in the future as
there has been a  noteworthy  increase  in the  number of these  cases  pending.
Punitive  damages,  often in amounts  ranging into the hundreds of millions,  or
even billions of dollars, are specifically pleaded in a number of these cases in
addition  to  compensatory  and other  damages.  We don't  yet have any  product
liability  insurance,  and if such can be  obtained  it  probably  would be very
limited in scope of coverage to any claims that tobacco products manufactured by
or for us contain any foreign  object.  Such  insurance  probably does not cover
health-related  claims  such as those  that  have been  made  against  the major
manufacturers  of  tobacco  products.  We do not  believe  that  such  insurance
currently can be obtained. Accordingly, our inclusion in any of these actions or
any future  action  could have a material  and adverse  effect on our  financial
condition.

If we are successful, we might not be able to hire employees and manage a bigger
enterprise.

          If we are successful in obtaining market  acceptance for our products,
we will be  required  to  manage  substantial  volume  from  our  customers.  To
accommodate  any such  growth and  compete  effectively,  we will be required to
attract,  integrate,  motivate  and  retain  additional  highly  skilled  sales,
technical and other employees. We face competition for these people. Our ability
to successfully  manage such volume also will be dependent on our ability to set
up any production  operations.  We or any person  contracted with to produce our
filter in commercial  quantities  might not be able to overcome the challenge of
setting up any production operations, and our personnel, systems, procedures and
controls might prove inadequate to support our future operations. Any failure to
implement and improve our  operational,  financial and management  systems or to
attract, integrate,  motivate and retain additional employees required by future
growth,  if any,  could have a material  and adverse  effect on our business and
prospects, financial condition and results of operations.

We may not be able to protect our patent against infringement.

          Our success in  commercially  exploiting  our  proprietary  technology
depends in large part on our  ability  to defend  our issued  patent,  to obtain
further  patent  protection  for the  technology  in the United States and other
jurisdictions,   and  to  operate  without   infringing  upon  the  patents  and
proprietary  rights  of  others.  Additionally,   we  must  be  able  to  obtain
appropriate  licenses to patents or proprietary  rights held by third parties if
infringement  would  otherwise  occur,  both in the United States and in foreign
countries.  Our primary  patent has only issued in the United  States and not in
foreign  jurisdiction.  If  international  patents  are  not  issued,  it  would
adversely  affect our competitive  advantage,  with respect to sales outside the
United States.

          Patent  positions,  including our patent positions (owned or licensed)
are  uncertain  and  involve  complex  legal  and  factual  questions  for which
important legal  principles are unresolved.  Any conflicts  resulting from third
party patent applications and patents could significantly reduce the coverage of
our patents and limit our ability to obtain  meaningful  patent  protection.  If
patents are issued to other  companies  that contain  competitive or conflicting
claims,  we may be required to obtain licenses to these patents or to develop or
obtain alternative  technology.  Such licensing agreements,  if required, may be
unavailable on acceptable terms or at all. If such licenses are not obtained, we
could  be  delayed  in  or   prevented   from   pursuing  the   development   or
commercialization  of our  products.  It is possible that there exists issued or
pending patents which conflict with or potentially infringe on our patent.

          Litigation  which  could  result  in  substantial  cost  may  also  be
necessary  to enforce any patents to which we have rights,  or to determine  the
scope,  validity and unenforceability of other parties' proprietary rights which
may  affect our  rights.  U.S.  patents  carry a  presumption  of  validity  and
generally can be invalidated only through clear and convincing evidence.  We may
also have to participate in interference proceedings declared by the U.S. Patent
and  Trademark  Office to determine  the priority of an  invention,  which could
result in substantial  cost.  Our licensed  patents might not be held valid by a
court or  administrative  body or that an alleged infringer would be found to be
infringing. The mere uncertainty resulting from the institution and continuation
of any  technology-related  litigation or interference  proceeding  could have a
material and adverse effect on our business and prospects.

          We may also rely on unpatented  trade secrets and know-how to maintain
our competitive position,  which we seek to protect, in part, by confidentiality
agreements with employees,  consultants,  suppliers and others. These agreements
might be breached or terminated,  or we might not have adequate remedies for any
breach,  and our trade secrets might otherwise  become known or be independently
discovered by competitors.

If we lose our management it would damage our business.

          We depend upon the continued services of our senior management for our
continued success.  The loss of the Company's Chief Executive  Officer,  Learned
Jeremiah  Hand,  could have a serious  negative  impact  upon our  business  and
operating results. We do not have an employment  agreement with Mr. Hand, and we
have not obtained "key-man" life insurance with respect to his life.

Our Auditors have Rendered a Qualified Opinion on our Financial Statements.

          Our auditors have qualified their opinion on our financial  statements
as to our ability to continue as a going concern.  If our business is ultimately
unsuccessful,  the assets on our balance sheet could be worth significantly less
than  their  carrying  value  and  the  amount  available  for  distribution  to
stockholders on liquidation would likely by insignificant.

No cash dividends have or will be paid.

          Wellstone  has not paid  any  cash  dividends  on its  capital  stock.
Wellstone anticipates that its future earnings, if any, will be retained for use
in the business, or for other corporate purposes, and it is not anticipated that
any cash dividends on its common stock will be paid in the  foreseeable  future.
Investors  cannot  expect to receive any dividends or other  periodic  income on
their investment.

Penny Stock rules could make it hard to resell your shares.

          The  Penny  Stock  rules  will  apply  to the  trading  of our  stock.
Wellstone's common stock does not meet the listing  requirements for any trading
market other than the OTC Bulletin Board. The OTC Bulletin Board may not approve
our listing.  Consequently,  the liquidity of  Wellstone's  securities  could be
impaired,  not only in the number of securities  which could be bought and sold,
but also  through  delays in the timing of  transactions,  reduction in security
analysts'  and the news  media's  coverage of  Wellstone,  and lower  prices for
Wellstone's securities than might otherwise be attained.

          In addition,  the "penny stock" rules limit trading of securities  not
traded on NASDAQ or a recognized  stock  exchange,  or  securities  which do not
trade at a price of $5.00 or  higher,  in that  brokers  making  trades in those
securities must make a special  suitability  determination for purchasers of the
security,  and obtain the purchaser's  consent prior to sale. The application of
these rules may make it difficult for shareholders to resell their shares.


Management  owns so many  shares,  it will be  difficult  to carry  out  hostile
takeovers. This could affect the value of our stock price.

          Management owns 54,600,000  shares, or 69% of the outstanding  shares.
Management  is able to elect all the board of directors  and  otherwise  control
Wellstone and its operations,  and other  shareholders  will have little, if any
control over Wellstone's management.  The concentration of control in management
will  discourage  takeover  attempts such as tender offers,  and the purchase of
shares by persons who wish to acquire  control of Wellstone.  Stockholders  will
likely  not be able  to  benefit  from a rise  in  share  prices  which  usually
accompanies hostile takeovers.

Management  devotes little time to our business,  has limited experience and may
make lots of mistakes.

          Management   has  very  limited   experience   in  managing   business
enterprises.  The executive officer of Wellstone is currently devoting about 80%
of his time to the business..  See "Management." We also will need to locate and
hire additional personnel. We may not be able to find such personnel, especially
in an  expanding  economy or we might not be able to afford to pay  market  rate
salaries or hourly compensation. Management will in all likelihood make mistakes
due to inexperience, and this could affect the operating results.

We could change the strategy we outline in this report.

          Although we have no current  plan to do so, we may change our strategy
for the  development  and marketing of the 3C904  technology in the future.  Our
business plan might not be effected as set forth herein.

The Tobacco and Cigarette Industry

          Annual  U.S.   sales  of   cigarettes   in  2000  were  420   billion.
Approximately  44.5 million  adult  Americans  smoke;  worldwide,  the figure is
estimated to be 1.1 billion people. The market share of five major U.S.
cigarette manufacturers in the first half of calendar 2001 was as follows:

                                                              U.S. Market Share
                  Phillip Morris Cos., Inc.                               50.5%
                  RJ Reynolds                                             23.6%
                  British American Tobacco Industries
                     Subsidiary of Brown & Williamson                     10.5%
                  Lorillard                                                8.7%
                  Liggett & Meyers                                         1.9%
                                                                        --------
                     Total                                                95.2%

Filters

         Almost all  cigarettes  sold are  filtered.  Worldwide,  93% of the 5.3
trillion cigarettes sold in 1999 were filtered.  Four types of material are used
in filters: cellulose acetate (68%), polypropylene (21% primarily in China) pure
cellulose  (less than 1%),  and  granular  additive  filters  such as  activated
charcoal (1%).  Activated  charcoal  filters are efficient having been proven to
reduce  carcinogenicity.  However,  activated carbon filters also remove much of
the taste and  nicotine,  and have  probably not become more popular due to this
reason.  In  management's  opinion,  the  development  of a  "safe"  or  "safer"
cigarettes has been slow due to two factors.  First,  the  manufacturers  had no
interest in developing  "safer"  cigarettes since to do so would be an admission
that smoking was prejudicial to health,  which would adversely  impact sales and
lead to  liability.  We think  this is no  longer a factor  due to  overwhelming
consensus that smoking is unhealthy, and the 1996 settlement between the Federal
government and the tobacco companies.

         Second, an effective filter (such as activated charcoal) also is likely
to remove that  substance in tobacco smoke which makes smoking a pleasurable  or
addictive habit - nicotine.

         Cigarette  manufacturers  produce  their own filters,  or purchase from
outside manufacturers,  principally  Baumgartner,  Ltd. with $226 million filter
sales in 1999, and Filtrona  Richmond,  Inc. with $100 million in filter revenue
in 1999.

         Another  device  used  to  enhance   filter   performance  is  to  make
perforations around the base of the filter for ventilation.  The introduction of
air dilutes  the smoke,  but this  device can be  circumvented  by the smoker by
covering the perforations with the fingers.

Harmful components of tobacco smoke

         Tobacco smoke is comprised of atmospheric and other gases,  particulate
matter,  and hundreds of chemical  compounds.  Tar is condensed  tobacco  smoke.
Nicotine is the  addictive  substance  in tobacco  smoke.  In the doses found in
cigarette  smoke carbon  monoxide  reduces the blood's  ability to carry oxygen.
Known  carcinogens  include  benzene,   2-napthylamine,   4-amino  byphenyl  and
radioactive polonium-210.  Potential carcinogens include  N-nitrosodiethylamine,
N-nitrosopyrrolidine, benzoapyrene, N-nitrosodieth aholomine and cadmium..

Our filters removes most carcinogens

         Our  filter  material  works by  trapping  nucleophiles  in  tobacco or
produced  during  combustion.  250 milligrams of the filter material is inserted
into a compartment in a cellulose  acetate filter. We found through testing that
more than 250 mg requires excess inspiratory force.

         Our filter material is the subject of U.S. Patent 6,119,701,  "Methods,
agents and devices for  removing  nucleophilic  toxins from  tobacco and tobacco
smoke",  issued  September  19, 2000,  to Anthony  Cerami,  a  shareholder,  and
stockholders and officers, Dr. Carla Cerami Hand M.D./Ph.D. and Dr. Peter Ulrich
Ph.D. Compounds in the filter material include  periodate-oxidated  (dialdeyhde)
devivaties of the polysaccarides cellulose,  starch and agarose. A 15-30 mesh of
dustfree  granules is then bound into a matrix of agarose,  cellulose,  chitosan
dextran and/or polyvinylpryrolidon,  regranulated and inserted into conventional
cellulose acetate filters.

         We do not intend to market the filter  separately,  nor do we intend to
market  directly to  consumers.  Rather,  we intend to sell filters  directly to
manufacturers  to be  integrated  into the final  cigarette,  or to license  the
technology to them.

         Wellstone has also developed a next generation granular  formulation of
3C904,  suitable for insertion in a filter cavity such as employed for activated
charcoal  filters.  This  compound  has been  found to  reduce  levels of tested
carcniogins by 24% with 50 milligrams of the new material.  Our current research
and  development  efforts are focused on developing  selecvtivity  We anticipate
that the next formulation of #C904 will be ready for testing by April 15, 2004.

Results of In-house Testing.

         The patent  developers  have tested the 3C904  filter  technology  in a
biopharmaceuticals   laboratory,   using  standard   cigarette  filter  material
(cellulose  acetate)  containing the compound.  However,  these tests,  although
indicative  that 3C904 removes a measurable  level of other harmful  substances,
cannot be taken to imply  that any  specific  level of  reduction  will occur in
production cigarettes.  Variables such as the mix of tobacco used, manufacturing
additives,  and FTC testing  methodology will all cause variations in the actual
percentage of harmful materials removed.

         The Ames  test is a  standard  test  used to  measure  mutagenicity  by
exposing the smoke (filtered and unfiltered) to a strain of Salmonella bacteria.
The Ames test  demonstrated that the 3C904 filter removed a majority of mutagens
compared to the control cigarette.

         The Greiss test measures nitrosamines, which are contained in cigarette
smoke  and  believed  to be  carcinogenic.  With  the  250  milligram  level  of
concentration  of 3C904 in the Wellstone  filter a majority of the  nitrosamines
were removed.

         Taste is highly  subjective.  We need to conduct,  whether ourselves or
through  independent  testing  organizations,  consumer taste tests to determine
whether our filter will be accepted by consumers.

Marketing

         We have engaged in preliminary  discussions with several  manufacturers
in the tobacco  industry.  We think that an  independent  cigarette test will be
necessary in order to proceed further with  negotiations  with any manufacturer.
This test will cost an  estimated  $15,000.  We hope that  following  successful
completion  of  the  additional  tests,  we  can  interest  one  of  the  bigger
manufacturers  to make an  equity  investment  in us  and/or  guarantee  minimum
purchases  of our  product.  Without  such an  alliance  we think entry into the
market  will not be  possible.  Even if our filter  technology  continues  to be
proven  effective,  we think that its success  depends on whether or not smokers
will be  perceived  to value a  filter  that  removes  nearly  all  carcinogens.
Manufacturers  have  demonstrated some interest in "healthier"  cigarettes.  See
"Competition."

International Markets; Acquisitions

         Wellstone  is  investigating   the   international   potential  of  its
proprietary  compound,  especially in Europe and Asia where  smoking  levels are
much higher than in the United States and Canada. We are also considering one or
more acquisitions if such can be synergistic with our current  business,  but no
agreements have been reached for any acquisitions.

Manufacturing, Property and Employees

         The  material  requires   commercially   available  equipment  for  its
manufacture.  If we  manufacture  the material  ourselves,  we will need to rent
initially  3,000  square  feet  of   manufacturing   facility,   and  require  3
manufacturing employees.

         Currently we don't intend to produce any filters other than for testing
purposes.  However, it would be possible to produce ourselves,  and we intend to
establish a prototype manufacturing facility.

         We have no  employees  now other  than our  officers  and one  clerical
person, which spend most of their time working for affiliated companies, and our
Director of Research, who devotes full time. . If we obtain funding we intend to
hire 2 persons for sales, 3 for manufacturing and 2 for administration.

Competition

         Our  technology  faces  competition,  but we think that our  technology
competes  favorably  because it reduces  carcinogens while retaining taste and a
significant level of nicotine.  There are five principal  potential  competitors
known to us, but more competitors or new  technologies  could arise at any time.
None of them has any significant  level of sales and there has never existed any
market for special purpose filters.

         RJ Reynolds  introduced its Eclipse cigarette in 1998. Eclipse purports
to be safer  because it  primarily  heats  rather  than burns  tobacco,  greatly
reducing second hand smoke, and leaves no ashes,  stains or odor. RJR advertised
that  smoking  Eclipse  cigarette  might  reduce  the  risk of  cancer,  chronic
bronchitis,  and  emphysema.  The American Lung  Association  and American Heart
Association  disagree with those claims.  Eclipse is being marketed  through the
internet and limited retail sales.

         Star Scientific,  under a strategic  agreement with Brown & Williamson,
produces  nitrosamine-free tobacco. Star cures tobacco using microwave radiation
instead of heat.  According  to Star's  Annual  Report on Form 10-K for the year
ended  December 31,  2000,  the use of more than 3% of  Star-cured  tobacco in a
cigarette  results in unacceptable  taste. Star is also developing a filter that
removes  only one toxic  agent.  In the year ended  December 31, 2000 Star's net
sales were $223 million.

         Sekaps Bio Filter uses activated charcoal  integrated with cow's blood.
Over 40 million of these filters are employed each year, primarily in Russia and
Europe.  We believe that all or almost all of the BioFilter's  efficacy  results
from its activated  charcoal  components,  and in our opinion this filter shares
the defects of activated  charcoal  filters in general,  of adversely  affecting
taste.

         The Green Ball cigarette filter is manufactured by 3DSD. The Green Ball
filter must be purchased  separately  and attached by the user to the cigarette.
According to Green Ball's website,  the cost is $4.99 for five filters and Green
Ball is sold by mail order or in Silicon  Valley at a chain of drug  stores.  To
our knowledge Green Ball sales are not significant.  3DSD claims that its filter
removes 90% of the nicotine and 75% of tar.

         Immulabs Sensi Filter removes several toxic gases (hydrogen cyanide and
acrolein) without apparently  effecting taste. The filter is expensive,  but the
main  competitive  disadvantage  compared to 3C904 is that the Sensi Filter does
not remove  carcinogens.  Since the FTC does not test cigarettes for the removal
of toxic  gases,  only tar and  nicotine,  we believe  that  Immulabs  will have
difficulty  marking  marketing  claims about the relative safety of this filter.
Immulabs has no revenues, does not yet own the technology and recently disclosed
that the technology acquisition is disputed by the Seller.

Intellectual Property

         The technology  fundamental to Wellstone is protected under U.S. Patent
number   6,119,701,   entitled   "Methods,   agents  and  devices  for  removing
nucleophilic  toxins  from  tobacco and  tobacco  smoke," by Cerami et al.,  and
issued to the Cerami Consulting  Corporation.  This patent was filed on February
13,  1998,  and  approved  on  September  19,  2000.  Therefore,  Wellstone  has
controlling  rights to the  technology  on which it is based until  February 13,
2018, according to current U.S. Patent law.

         Legal Proceedings.

         Wellstone is not a party to any pending legal proceeding.

Governmental Regulation

         The manufacture  and sale of cigarettes and other tobacco  products and
of   pharmaceutical   products  are  subject  to  extensive  federal  and  state
governmental  regulation in the United States and by comparable  authorities  in
many foreign  countries.  These national  agencies and other federal,  state and
local entities regulate, among other things, research and development activities
and the testing, manufacture,  safety, effectiveness,  labeling, storage, record
keeping, approval, advertising and promotion of tobacco products.

         There are  multiple  bills  pending  before the Congress and in several
state  legislatures  which, if enacted,  would  significantly  change the United
States tobacco  industry.  Some of these federal bills contain  provisions which
would  provide  substantial  federal  government  funds  for  smoking  cessation
programs and products,  as well as incentives to tobacco companies and others to
produce less harmful or reduced-risk tobacco products.  We are unable to predict
what effect, if any, these provisions, if enacted, would have on our technology.

         The FDA has promulgated  regulations governing the sale and advertising
of  tobacco  products  designed   primarily  to  discourage  the  sale  to,  and
consumption by, adolescents and children. The authority of the FDA to promulgate
such  regulations was challenged in the federal courts. A federal District Court
upheld the FDA's authority to promulgate such regulations but ruled that certain
of the  regulations  restricting  advertising  were  invalid as violative of the
constitutional  right of free  speech.  On appeal,  the United  States  Court of
Appeals for the Fourth Circuit  affirmed  portions of the District Court opinion
that held the FDA could not  regulate  tobacco  advertising  and ruled  that the
executive  branch of the United States  government,  in particular the FDA, does
not have any  authority  to regulate  tobacco  products  generally.  The federal
government  appealed the Appeals  Court's ruling and the matter was heard by the
United States  Supreme Court in late 1999. On March 21, 2000,  the Supreme Court
in a five to four decision held that Congress has not given the FDA authority to
regulate  tobacco  products as customarily  marketed.  Given the decision by the
Supreme  Court it is  unclear  whether  the  Congress  will  act to  grant  such
authority to the FDA, although  legislation that would create such authority has
already been introduced in Congress.

         The  requirements for health warnings on cigarettes are governed by the
Federal  Cigarette  Labeling and Advertising Act ("Labeling  Act"). The Labeling
Act  imposes  labeling  and  advertising   requirements  on  the  manufacturers,
packagers and importers of cigarettes  and requires any company  wishing to sell
cigarettes  within  the  United  States  to submit a plan to the  Federal  Trade
Commission  explaining  how it  will  comply  with  the  warning  label  display
requirements.

         The sale of  tobacco  products  is  subject  to  taxation  in all fifty
states. In addition,  some states permit  municipalities to impose an additional
sales tax, and many  municipalities  do so. The state and municipal  sales taxes
are imposed upon wholesalers and/or retailers but not manufacturers or suppliers
of components such as filters and therefore we have no liability for such taxes.
In addition,  cigarettes are subject to substantial and increasing excise taxes.
The federal excise tax on cigarettes  rose from $.24 per pack in 1999 to $.34 in
2000, and to $.39 in 2002. Additionally, state excise taxes range from $.025 per
pack in Virginia  to $.87 per pack in  California.  These taxes could  adversely
affect cigarette sales in the future and our potential revenues.

Product Liability

         In the United  States,  there have been  numerous  and  well-publicized
lawsuits  against the largest  manufacturers  of  cigarettes  and other  tobacco
products  initiated  by state and  municipal  governmental  units,  health  care
providers and insurers, individuals (for themselves and on a class-action basis)
and by others.  The legal theories  underlying such lawsuits are varied, but are
generally based upon one or more of the following:  (1) manufacturer  defendants
have deceived  consumers about the health risks  associated with tobacco product
consumption; (2) such defendants knew or should have known about various harmful
ingredients of their products and failed to adequately  warn consumers about the
potential harmful effects of those ingredients;  and (3) such defendants knew of
the addictive  attributes of nicotine and have  purposefully  manipulated  their
product ingredients so as to enhance the delivery of nicotine.

         Even  though we intend  only to  license or supply  filters  which make
cigarettes  less  prejudicial  to health,  Wellstone  could  still be liable for
personal  injury to  consumers.  Even if we believe  such  lawsuits  are without
merit, the cost of defense or settlement of lawsuits could be substantial.

Item 2.  DESCRIPTION OF PROPERTY

         Until September 3, 2003, we rented a minimal amount of office and a lab
room of 1,200 square feet space of an affiliate, Kenneth Warren Institute. Since
October 1, 2003 we have been using office space provided by our chief  executive
officer at no cost until  significant  operations  commence the  utilization  of
space is minimal.  The cost of the facilities at the Warren Institute was $1,400
per month which was accrued from January 2002 to September 30, 2003. We also use
lab space provided under  agreement with our director of research as part of his
compensation.

Item 3.  LEGAL PROCEEDINGS

         Not Applicable.



<PAGE>


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year ended December 31, 2003.

                                     PART II


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)  Market Information

                  The  Company's  Common  Stock has  traded on the OTC  Bulletin
                  Board  under the symbol WLSF since May,  2003.  . The high and
                  low closing bid prices for the common stock were as follows:

         Quarter Ended                                High              Low

         December 31, 2003                           $ .60             $.36
         September 30, 2003                          $.53              $.20
         June 30, 2003                               $.04              $.00

         All share information is adjusted for stock splits and stock dividends.

         (b)  Holders

                  As of December 31, 2004, there were  approximately  167 record
holders of Company common stock.

         (c) Dividends

                  The Company has not paid any  dividends on its common  stock.
  The Company  currently  intends to
retain any earnings  for use in its  business,  and  therefore  does not
 anticipate  paying cash  dividends in the
foreseeable future.
(d)      Equity Compensation Plans

         Wellstone has no equity compensation plans at this time.


Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         We  have  never  received  revenues  from  operations.   Currently  our
operations  are being funded by shareholder  advances and a financing  agreement
with  a  private  investment  fund  controlled  by  a  related  party.  .  These
shareholder  advances  totaled  $100,415 as of December 31, 2003,  $29,200 as of
December 31, 2001 and $45,272 as of December  31,  2002.  See "Item 12 - Certain
Transactions."  Until we can enter  into  contracts  with one or more  strategic
partners,  we will continue to have limited  operations.  On January 2, 2004, we
entered into a funding agreement with Arrakis Select Fund, a private  investment
fund  controlled  by a  brother  of our  Chief  Executive  Officer  under  which
agreement Arrakis Select Fund agreed to satisfy Wellstone's funding requirements
for 90 days  (renewable for  additional 90 day periods),  in exchange for common
stock  valued at the closing bid price of the common stock as of the 15th day of
the month in which the funding was made.  Through  March 25, 2004  Wellstone had
received $45,000 from Arrakis, and 77,695 restricted shares are due to be issued
to Arrakis.,  Wellstone has been informed that the agreement will be renewed for
90 additional days on April 1, 2004.


         If we  enter  into  strategic  alliances  for  the  development  of our
product, we expect we will need additional funding depending on the terms of the
agreement.  Wellstone  does not have any  arrangements  or  understandings  with
respect  to any  capital  raising.  If we fail to raise  these  funds we will be
unable to develop our business plan or obtain any revenues.

         We are  currently  producing  small  quantities  of  test  filters  for
marketing and testing.  Initially it is more cost and time  effective to produce
filters by hand.  However,  in the future we may need to  establish  a prototype
manufacturing  facility.  We can then better  determine our production costs and
feasible levels of production. This will cost about $300,000.

         We intend to hire  three  persons  to assist in  marketing  our  filter
technology.  We will also have significant  general and administrative  expenses
for salary, legal and regulatory expenses.

         We hope  that  after  testing  and  marketing  3C904 we will be able to
obtain a supply contract with one or more cigarette or filter manufacturers, but
it might take significantly more time than one year. We might also never be able
to sell 3C904 in significant  quantities.  The terms of any supply contract have
not been determined and will depend on negotiations.

         We do not have any agreements or understandings with respect to sources
of capital. We have not identified any potential sources.

         Information   included  in  this  report   includes   forward   looking
statements,  which can be identified by the use of  forward-looking  terminology
such as may, will, expect,  anticipate,  believe,  estimate, or continue, or the
negative  thereof or other  variations  thereon or comparable  terminology.  The
statements in "Item 1 - Business,  Risks and Uncertainties" and other statements
and disclaimers in this prospectus constitute cautionary statements  identifying
important  factors,   including  risks  and   uncertainties,   relating  to  the
forward-looking  statements that could cause actual results to differ materially
from those reflected in the forward-looking statements.

         We  are a  development  stage  company  as  that  term  is  defined  in
paragraphs  8 and 9 of SFAS No. 7. Our  activities  to date have been limited to
seeking  capital;  seeking supply  contracts and development of a business plan.
Our  auditors  have  included an  explanatory  paragraph  in their report on our
financial  statements,  relating to the  uncertainty  of our business as a going
concern, due to our lack of operating history or current revenues, its nature as
a start up business,  management's  limited  experience and limited funds. We do
not believe that conventional financing,  such as bank loans, is available to us
due to these  factors.  Management  believes  that it will be able to raise  the
required funds for operations from one or more future offerings,  and to be able
to effect our business  plan.  However,  Management  believes  that  Wellstone's
ability to raise  significant  amounts of  financing,  including  the $3 million
required as set forth above,  will be dependent on favorable capital markets and
also on obtaining  either a small  supply  contract or other  validation  of our
technology by an independent source, and other risks inherent in the business as
discussed   under  the  caption  "Risk   Factors"  may  affect  the  outcome  of
Management's plans.

Item 7.  FINANCIAL STATEMENTS

            Wellstone's  financial  statements  are  appended to the end of this
report.


<PAGE>


Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

            Not applicable.

Item 8a.     CONTROLS AND PROCEDURES

            Not applicable.

Item 9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;
 COMPLIANCE WITH SECTION 16(a) OF THE
            EXCHANGE ACT.

          The members of the Board of  Directors  of  Wellstone  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve at the  pleasure of the Board of  Directors.  The
following are the directors, executive officers and key employees of Wellstone.

          Jere E. Goyan                    72        Chairman
          Learned Jeremiah Hand            45        Chief Executive and
Financial Officer and Director
          John Smart, PhD                  56        Director of Research

Jere E. Goyan, Chairman

          Dr. Jere E. Goyan,  72, has served as Chairman of the Company since
January 2003. Dr. Goyan has served as
President of Goyan and Hart  Associates  since  January  1999.  Dr. Goyan served
 as President  and Chief  Operating
Officer of Alteon,  Inc.,  a  pharmaceutical  company,  from 1993 to 1998.  From
 1979 to 1981,  Dr. Goyan served as
Commissioner of the Food and Drug  Administration.  Dr. Goyan is currently Dean
 Emeritus and Professor  Emeritus of
the  School  of  Pharmacy,  University  of  California,  San  Francisco  where
 he was Dean  from 1967 to 1992 and a
Professor  from 1956 to 1992.  Dr.  Goyan is a member of  numerous  associations
  and  served as  President  of the
American Association of Colleges of Pharmacy in 1978 and of the American
Association of Pharmaceutical  Scientists
in 1990. He has received  meritorious  awards,  including  from the University
 of  California,  San Francisco,  the
American  Pharmaceutical  Association,  the Department of Health and Human
Services.  Dr. Goyan is the Chairman of
the Board of SciClone  Pharmaceuticals,  a biopharmaceutical firm, and a
director of Emisphere Technologies,  Inc.,
a  biopharmaceutical  company,   PharmQuest  Corporation,  a  drug  development
  company,  Penwest  Pharmaceuticals
Co.,  a  drug  delivery   technology   company,   Boehringer   Ingelheim
Pharmaceuticals   Corporation  and  Slil
Pharmaceuticals,  an early-stage drug discovery  company.  Dr. Goyan obtained
 a Bachelor of Science degree from the
School of Pharmacy,  University  of  California,  San  Francisco and a PhD. in
  Pharmaceutical  Chemistry  from the
University of California, Berkeley.

Learned Jeremiah Hand, Chief Executive Officer

          Mr. Hand joined Wellstone in March,  2000. From March 2000 to December
2003 he was  employed by Warren  Pharmaceuticals,  Inc. as its Vice  President -
Chief  Operating  Officer.  From January 2000 to December  2003 he was Executive
Director of the Kenneth S.  Warren  Institute,  a  non-profit  medical  research
facility.  In 1999 he founded HFC, a private seed venture  capital  corporation,
which has made many  internet and  biotechnology  related  investments  and is a
founder of  Medibuy.com.  In March 2000 Mr.  Hand began to devote a  significant
portion of his time to Wellstone. He now dedicates approximately 80% of his time
to Wellstone.  From 1994 to 1999, he served as Vice  President at Morgan Stanley
Dean Witter. He has a BA cum laude from Amherst College.

John Smart, Director of Research

         Dr.  John  E.  Smart  joined  Wellstone  in  October  of  2003  as Vice
President,  Research. His expertise in protein purification and characterization
have  led  to  the  cloning,  manufacturing  and  clinical  testing  of  several
biotechnology-based  therapeutic  agents. His corporate  positions include VP of
Research at Emisphere Technologies, Inc., in Westchester County, New York; VP of
Research at  Creative  BioMolecules  in  Hopkinton,  Massachusetts;  Director of
Biological  Chemistry and Protein Chemistry at Hoffmann-La Roche in Nutley,  New
Jersey;   and   Director  of  Protein   Chemistry,   at  Biogen  in   Cambridge,
Massachusetts.

         Dr.  Smart's  academic  affiliations  include Senior  Investigator  and
Director of Protein  Chemistry at Cold Spring  Harbor  Laboratory in Cold Spring
Harbor,  New York;  Scientific Staff Member in the Department of Cell Regulation
at The Imperial  Cancer  Research  Fund in London;  and  Postdoctoral  Fellow at
Stanford University and California Institute of Technology,  where he earned his
Ph.D.  in  Biochemistry  and Physical  Chemistry.  He received an  undergraduate
degree  from  Ohio  State  University  in  Ornamental   Horticulture  and  Plant
Physiology.  Dr.  Smart  was a  member  of  the  National  Science  Foundation's
Instrumentation and Instrument Development Review Panel and was appointed to the
Industrial  Advisory  Board  for the  University  of  Connecticut  Biotechnology
Center.  He has authored or co-authored 52 articles in world-class  journals and
currently  has  twelve US patents  pending  along  with the  associated  foreign
counterparts.

Code of Ethics

          Wellstone  has not adopted a code of ethics which applies to the chief
executive officer, or principal financial and accounting officer, because of our
level of operations at this time.

Audit Committee Financial Expert

         Wellstone  does  not  have an  audit  committee.  The  entire  board of
directors.  Wellstone does not have a financial  expert on its audit  committee,
because of the difficulty encountered by all small public companies in obtaining
outside  board  members.  We cannot  predict  when,  if ever, we will be able to
attract a person to the board of directors who is a financial expert.

Item 10. EXECUTIVE COMPENSATION

          The following  table sets forth the cash  compensation  of Wellstone's
executive officers and directors during each of the last three fiscal years. The
remuneration  described  in the table does not include the cost to  Wellstone of
benefits  which may be  furnished  to the named  executive  officers,  including
premiums for health  insurance and other  benefits  provided to such  individual
that are extended in connection  with the conduct of Wellstone's  business.  The
value  of such  benefits  cannot  be  precisely  determined,  but the  executive
officers  named below did not receive such other  compensation  in the years set
forth below.


<PAGE>

          Until we obtain at least  $800,000  in funding,  officers  will devote
most of their time to other employment and will serve without compensation. Upon
receipt of at least $800,000 in funding, Mr. Hand will devote 80% of his time to
Wellstone.  Expected annual  compensation  following  receipt of such funding is
$300,000 to Mr. Hand,  all or part of which may be accrued and unpaid if cash is
not available.

<TABLE>
                           Summary Compensation Table
<CAPTION>

                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION


    Name and                                                   Other Annual          Awards     Payouts         All
    Principal Position      Year     Salary         Bonus      Compensation                                   Other
                                                                              Restricted         Options/    LTIP
                                                                              Stock ($)SARs(#)   Payouts ($)



<S>                        <C>           <C>         <C>           <C>            <C>      <C>         <C>        <C>
 Carla Cerami Hand         2003          $0          0             0              0        0           0          0
 President                 2002           0          0             0              0        0           0
                           2001           0          0             0              0        0           0          0



 Learned Jeremiah Hand     2003          $0          0             0              0        0           0          0
 CEO                        2002               0              0                0       0
                           2001           0          0             0              0        0           0          0

</TABLE>


    In connection with his appointment to the Board of Directors of Wellstone in
January 2003, Dr. Goyan was granted  incentive stock options to purchase 175,000
shares of common  stock for $.0014 per share.  The above  options  were  granted
under Wellstone's 1994 Stock Option Plan.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The  following  table  sets forth  information  relating  to the  beneficial
ownership of Company common stock as of the date of this  prospectus by (I) each
person  known by  Wellstone  to be the  beneficial  owner of more than 5% of the
outstanding  shares  of common  stock  (ii) each of  Wellstone's  directors  and
executive officers,  and (iii) the Percentage After Offering assumes the sale of
all shares offered.  Unless otherwise noted below,  Wellstone  believes that all
persons named in the table have sole voting and investment power with respect to
all shares of common stock  beneficially  owned by them. For purposes  hereof, a
person is deemed to be the beneficial  owner of securities  that can be acquired
by such person within 60 days from the date hereof upon the exercise of warrants
or options or the conversion of convertible securities.  Each beneficial owner's
percentage  ownership is determined  by assuming  that any warrants,  options or
convertible  securities  that are held by such person (but not those held by any
other  person) and which are  exercisable  within 60 days from the date  hereof,
have been exercised.

<PAGE>

    Name and Address                      Common Stock                Percentage

Jere E. Goyan(1)(2)                           175,000                       *

Learned Jermiah Hand(1)                          54,600,000          43.1%
Carla Cerami Hand, MD,PhD(1)                    54,600,000                43.1%

 Anthony Cerami, PhD(1)                          9,800,010               12.5%

All officers and directors
  as a group (2 persons)                         5,635,000               71.2%

(1) The business  address of each of these  persons is 121  Farrington  Avenue,
 Tarrytown,  New York,  10591.  Ms.
    Cerami Hand and Mr. Learned  Jeremiah Hand are wife and husband.  The
54,600,000  shares listed as beneficially
    owned by Mr.  Learned  Jeremiah Hand include  46,900,000  shares which are
  controlled by Carla Cerami Hand, as
    stated  below.  Mr. Hand  disclaims  beneficial  ownership of such
 46,900,000  shares.  Ms. Cerami is the sole
    shareholder  of Cerami  Consulting  and the shares listed as held by her in
 the above table include  39,200,000
    shares held of record by Titratable  Holdings,  Ltd.,  which is controlled
by __,  7,700,000  shares held via a
    trust, and 7,700,000  shares  controlled by Learned  Jeremiah Hand. She
disclaims  beneficial  ownership of the
    7,700,000  shares  controlled by Learned  Jeremiah Hand. Such 7,700,000
shares stated as controlled by Mr. Hand
    are held through a family  limited  partnership  controlled by him. Dr.
 Anthony  Cerami is the father of Carla
    Cerami Hand.
(2) Includes options to purchase 175,000 shares of common stock.

Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Pursuant to an Agreement  and Plan of  Reorganization  dated May 25,
2001, Wellstone Filters, Inc., a Delaware corporation formerly known as Farallon
Corporation  ("Wellstone")  acquired all of the outstanding membership interests
of Wellstone LLC in exchange for 10,000,000 shares of Wellstone's  Common Stock.
In addition, Wellstone issued 284,200 shares of common stock to a stockholder of
Farallon  in  cancellation  of  debt  of  $2,842.   Immediately   following  the
transaction (including 1,000,000 shares outstanding prior to May 25, 2001) there
are 11,284,200 shares outstanding.  The terms of the acquisition were determined
between the parties,  who are related in that Learned  Jeremiah Hand, the CEO of
Wellstone,  LLC, is the  brother of Jehu Hand,  the  founder  and  president  of
Farallon.  Prior  to  the  acquisition,   Wellstone  LLC  and  Farallon  had  no
affiliation or relationship.

            Carla  Cerami  Hand or Cerami  Consulting  Corporation  have  loaned
various amounts to Wellstone for its capital requirements, as follows. The loans
are  due on  demand,  bear  interest  at 8% per  annum  and are  represented  by
promissory  notes.  As of December 31, 2003,  $10,991 had accrued as interest on
these notes, none of which had been paid.

       Date                             Lender                         Amount

    06/23/1999                Cerami Consulting Corp.              $     500.00
    07/10/1998                Cerami Consulting Corp.              $   6,700.00
    01/03/2000                Carla Cerami                         $   7,000.00
    03/03/2000                Cerami Consulting Corp.              $  15,000.00
     08/11/03                 Carla Cerami                         $  20,000.00


            In June 2003 an entity  controlled by Learned Hand loaned $10,000 to
Wellstone under an 8% promissory  note due on demand.  In the fiscal years ended
December 31, 2003 and 2002,  Ms.  Cerami Hand and/or Mr.  Learned Hand  advanced
$8,899 and  $16,072,  respectively,  on behalf of  Wellstone  for its  corporate
expenses.  The Warren  Institute,  affiliated with the above officers,  provides
office  space and a 1,200  square foot lab to  Wellstone at a cost of $1,400 per
month from January 2002 to Speptember  30, 2003, all of which has been accounted
for as a contribution to capital by the controlling  stockholders.  Such amounts
are not represented by any promissory note and bear no interest.


<PAGE>
WELLSTONE FILTERS, INC.
(A Development Stage Company)
Consolidated Financial Statements
December 31, 2003 and 2002



<PAGE>



                                      INDEPENDENT AUDITORS' REPORT



To the Members of
Wellstone Filters, Inc.


We have  audited  the  accompanying  consolidated  balance  sheet  of  Wellstone
Filters,  Inc. (a development  stage  company),  as of December 31, 2003 and the
related  consolidated  statements of operations and stockholders'  deficit,  and
cash flows for the two years then ended and the period  from June 26, 1998 (date
of inception) to December 31, 2003. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Wellstone Filters,  Inc. (a development stage company),  as of December 31, 2003
and the results of their  operations and their cash flows for the two years then
ended and the period from June 26,  1998 (date of  inception)  to  December  31,
2003, in conformity with generally accepted accounting  principles of the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company's revenue generating activities
are not in place,  the  Company  has  incurred a loss and has a working  capital
deficit.  These conditions raise substantial doubt about its ability to continue
as a  going  concern.  Management's  plans  regarding  those  matters  also  are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


TANNER + CO.

Salt Lake City, Utah
March 18, 2004


<PAGE>



                                                    WELLSTONE FILTERS, INC.
                                               (A Development Stage Company)
                                                  Consolidated Balance Sheet

                                                            December 31, 2003

Assets

Current assets:
Cash                                                           $       3,109

Total current assets                                                   3,109

Furniture and equipment, net                                           7,211

                                                                $     10,320
Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable                                               $      25,389
Related party accounts payable                                        30,224
Accrued interest on related party notes payable                       10,991
Related party notes payable                                           59,200

Total current liabilities                                            125,804

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $.001 par value, 1,000,000 shares
  authorized; no shares issued and outstanding                             -
Common stock, $.001 par value, 80,000,000 shares
  authorized; 78,989,400 shares issued and outstanding              78,989
Additional paid-in capital                                         (49,489)
Accumulated deficit                                               (144,984)

Total stockholders' deficit:                                      (115,484)

                                                               $    10,320








See accompanying notes to consolidated financial statements.
<PAGE>
                                                    WELLSTONE FILTERS, INC.
                                               (A Development Stage Company)
                                         Consolidated Statement of Operations

                                                             Cumulative
                                       Years Ended             Amounts
                                       December 31,            Since
                                          2003       2002     Inception

Revenues                                $          $          $

General and administrative expenses        69,280     32,573    133,869

Interest expense                            3,414      2,460     11,115

Loss before income taxes                  (72,694)   (35,033)    (144,984)

Income tax benefit


Net loss                                $ (72,694)  $ (35,033) $   (144,984)

Net loss per share - basic and diluted  $          $                -

Weighted average shares
   - basic and diluted                   62,109,000  56,421,000








See accoumpanying notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

                                                    WELLSTONE FILTERS, INC.
                                               (A Development Stage Company)
                        Consolidated Statement of Stockholders' Equity
                     February 17, 1998 (Date of Inception) to December 31, 2003








                                                                     Additional
                                                   Common Stock     Paid-in         Accumulated
                                               Shares      Amount   Capital          Deficit     Total

<S>                                      <C>           <C>      <C>            <C>         <C>
Balance, February 17, 1998
                                                        $       $              $         - $

Restatement for recapitalization         10,000,000    10,000      (10,000)                   -

5 for 1 Stock split                      45,136,800    45,137      (45,137)                   -

Capital contribution                                                                     100        100

Net loss                                                                              (6,675)    (6,675)

Balance, December 31, 1998               55,136,800    55,137      (55,137)           (6,575)    (6,575)

Net loss                                                                                (969)      (969)

Balance, December 31, 1999               55,136,800    55,137      (55,137)           (7,544)     (7,544)
                                                                              -
Net loss                                                                             (21,395)     (21,395)

Balance, December 31, 2000               55,136,800     55,137     (55,137)          (28,939)     (28,939)

Acquisition of Farallon Corporation       1,000,000      1,000      (3,842)                        (2,842)

Stock issued in cancellation of debt        284,200        284       2,558                          2,842

Reclassification of members'
contribution to additional
paid in capital                                                         100             (100)

Net loss                                                                              (8,218)       (8,218)

Balance, December 31, 2001               56,421,000     56,241      (56,321)          (37,257)     (37,157)

Rental expense forgiven by                                            16,800                         16,800
 officer
Net loss                                                                              (35,033)       (35,033)

Balance, December 31, 2002               56,421,000     56,241      (39,521)           (72,290)     (55,390)

Rental expense forgiven by                                            12,600                          12,600
officer
..4 for 1 Stock Dividend                  22,568,400     22,568      (22,568)                -

Net Loss                                                                               (72,694)      (72,694)

Balance, December 31, 2003               78,989,400    $78,989     $(49,489)      $    (144,984)  $  (115,484)
-
</TABLE>
See accoumpanying notes to consolidated financial statements
<PAGE>
                                                       WELLSTONE FILTERS, INC.
                                               (A Development Stage Company)
                                         Consolidated Statement of Cash Flows



                                                              Cumulative
                                              Years Ended      Amounts
                                              December 31,      Since
                                                2003    2002  Inception

Cash flows from operating activities:
Net loss                                  $  (72,694) $ (35,033) $  (144,984)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation                                   3,005      951          3,956
Rental expense forgiven by officer and board
 member                                       12,600     16,800       29,400
Increase in accounts payable                  11,643      8,560       25,389
Increase in related party accounts payable    14,152      4,905       19,057
Increase in accrued interest on related party
  notes payable                                3,414      2,336       10,991
Decrease in deferred offering costs                       1,230

Net cash used in operating activities        (27,880)      (251)     (56,191)

Cash flows from investing activities-              -          -            -

Cash flows from financing activities:
Members contribution of equity                                            100
Proceeds from related party notes payable     30,000                    59,200

Net cash provided by financing activities     30,000                    59,300

Net increase (decrease) in cash and cash
 equivalents                                   2,120       (251)        3,109

Cash and cash equivalents at beginning
  of year                                        989       1,240           -

Cash and cash equivalents at end of year  $   3,109       $  989    $   3,109







See accoumpanying notes to consolidated financial statments
<PAGE>

WELLSTONE FILTERS, INC.
(A Development Stage Company)
Consolidated Financial Statements
December 31, 2003 and 2002





                                   Notes to Consolidated Financial Statements

                                                               December 31, 2003


1.       Organization and Summary of Significant Accounting Policies

      Organization

     Wellstone Filters, LLC (Wellstone) was organized as a
Delaware limited liability company on February 17, 1998 (date of inception).

     On May 25, 2001, Wellstone Filters, Inc. (formerly
Farallon Corporation) (the "Registrant") acquired Wellstone pursuant to an
Agreement and Plan of Reorganization (the Agreement), dated as of May 25, 2001.

     The Registrant acquired all of the outstanding
 membership interest of Wellstone, in exchange for 10,000,000 shares of the
Registrant's common stock.  In addition, the Company issued 284,200 shares of
common stock in cancellation of debt.  At that point in time there were
11,284,000 shares outstanding.

                           The stockholders of Wellstone, after the acquisition,
                           owned  the   majority   of  the   combined   company.
                           Accordingly,  the  combination has been accounted for
                           as a  reverse  acquisition  whereby,  for  accounting
                           purposes,  Wellstone is the  accounting  acquirer and
                           Registrant is the accounting acquiree.  Registrant
 and Wellstone are
                           collectively  referred  to  as  (the  Company).   The
                           Company  has  adopted a  December  31 year  end.  The
                           financial  statements from inception  through May 25,
                           2001,  are those of  Wellstone,  LLC, the  accounting
                           acquirer.  Subsequent to May 25, 2001, the financial
statements reflect
                           the   consolidated   position   and   operations   of
                           Registrant and Wellstone.

                           The Company is engaged in the development and
marketing of a proprietary cigarette filter technology; however, the Company
has not commenced planned principal operations and has not recognized any
revenues related to such planned operations.  Accordingly, the Company is
considered as a develpmental stage company as defined in SFAS No. 7.

                           Cash and Cash Equivalents
                           For  purposes of the  statement  of cash  flows,  the
Company considers all highly liquid  investments with a maturity of three months
or less to be cash equivalents

<PAGE>


                                                      WELLSTONE FILTERS, INC.
                                             (A Development Stage Company)
                                   Notes to Consolidated Financial Statements


1.       Organization and Summary of Significant Accounting Policies (continued)

      Furniture and Equipment
Furniture and equipment are carried at cost.
 Depreciation and amortization are provided using the straight-line method over
 the estimated useful lives of the assets of 5 years.  As of December 31, 2003,
furniture and equipment consist of the following:

               Office furniture                       $                 4,178

               Computer equipment                                       6,989

                                                                       11,167

             Accumulated depreciation                                  (3,956)

                                                      $                 7,211


                           Income Taxes
                           Income  taxes  are  recorded   using  the  asset  and
                           liability method. Deferred tax assets and liabilities
                           are  recognized  for  the  future  tax   consequences
                           attributable  to  differences  between the  financial
                           statement  carrying  amounts of  existing  assets and
                           liabilities  and  their  respective tax basis and
  operating  loss and tax
                           credit   carryforwards.   Deferred   tax  assets  and
                           liabilities  are  measured  using  enacted  tax rates
                           expected  to apply to taxable  income in the years in
                           which those temporary  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.

                           Stock-Based Compensation
                           The Company  accounts  for stock  options  granted to
                           employees   under  the  recognition  and  measurement
                           principles  of APB  Opinion  No. 25,  Accounting  for
                           Stock    Issued    to    Employees,    and    related
                           Interpretations,  and has adopted the disclosure-only
                           provisions  of Statement  of Financial Accounting
Standards (SFAS) No. 123,
                           "Accounting    for     Stock-Based     Compensation."
                           Accordingly,  no  compensation  cost is recognized in
                           the financial statements,  when options granted under
                           those  plans  have  an  exercise  price  equal  to or
                           greater  than  the  market  value  of the  underlying
                           common stock on the date of grant.  The Company
granted 175,000 stock options
                           with an exercise price of $.01 per share, immediately
                           vested, to a board member during 2003. No other stock
                           options were granted  during the years ended December
                           31,  2003 and 2002 and for the period  from  February
                           17, 1998 (date of inception) to December 31, 2003.

<PAGE>


                                                      WELLSTONE FILTERS, INC.
                                                (A Development Stage Company)
                                      Notes to Consolidated Financial Statements


1.       Organization and Summary of Significant Accounting Policies (continued)

      Stock-Based Compensation - Continued

The following table illustrates the effect on net
(loss) earnings per share if the Company had applied the fair value recognition
 provision of FASB Statement No. 123, Accounting for Stock-Based Compensation,
 to stock-based employee compensation.


                                                    Years Ended December 31,


                                               2003                   2002


            Net loss, as reported           $  (72,694)    $        (35,033)

        Deduct:   Total stock-based  employee  compensation  expense
        determined  under fair value based  method for all
                awards, net of related tax effects



                                                 (330)                    -


           Pro forma net (loss) income    $   (73,024)    $         (35,033)

           (Loss) earnings per share:

       Basic and diluted - as reported    $        -      $                -

       Basic and diluted - pro forma      $       -       $                -


                           Concentration of Credit Risk
                           The Company maintains its cash in bank deposit
 accounts which, at times, may exceed federally insured limits.  The Company has
 not experienced any losses in such accounts and believes it is not exposed to
any significant credit risk on cash and cash equivalents.

                           Use of Estimates in the Preparation of Financial
 Statements
                           The preparation of financial statements in conformity
                           with   generally   accepted   accounting   principles
                           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.
<PAGE>


                                                      WELLSTONE FILTERS, INC.
                                               (A Development Stage Company)
                                    Notes to Consolidated Financial Statements


1.       Organization and Summary of Significant Accounting Policies (continued)

     Loss Per Common and Common Equivalent Share

     The computation of basic loss per common share is
computed using the weighted average number of common shares outstanding during
the period.

     Principles of Consolidation

     The consolidated financial statements include the
accounts of the Registrant and its wholly-owned subsidiary, Wellstone.  All
significant intercompany transactions have been eliminated in consolidation.

2.       Going Concern

     The accompanying consolidated financial statements
 have been prepared assuming that the Company will continue as a going concern.
  The Company is a development stage company and has not had revenues from
operations. In addition, the Company has a deficit in working capital and
stockholders' equity, and has incurred losses.  These conditions
raise substantial doubt about the ability to continue as a going concern.  The
 financial statements do not include any adjustments that might result from the
 outcome of this uncertainty.

     The Company's ability to continue as a going concern
 is subject to the attainment of profitable operations and / or obtaining
 necessary funding from outside sources.  The Company intends to raise funds
 through the sale of equity securities.  There can be no assurance the Company
will be successful in such efforts.

3.       Related Party Transactions

     The related party notes payable of $59,200 at
December 31, 2003, consist of loans from officers of the Company.  The amounts
 are unsecured, bearing interest at 8% and are due on demand.  Accrued interest
 on the notes was $10,991 at December  31, 2003.

     Related party accounts payable include $30,224 due to
an officer of the  Company  and the  brother  of an officer of the  Company  for
corporate expenses and purchases of furniture and equipment which were funded by
such individuals on the Company's behalf.

<PAGE>


                                                   WELLSTONE FILTERS, INC.
                                                 (A Development Stage Company)
                                     Notes to Consolidated Financial Statements



4.       Supplemental Cash Flow Information

     No amounts were paid for interest or income taxes
during the period from February 17, 1998 (date of inception) to December 31,
2003.

     During the years ended December 31, 2003 and 2002,
 the Company recorded a contribution of capital of $12,600 and $16,800,
 respectively, for the use of office space provided by an officer and board
member of the Company.  The arrangement for the use of office space was mutually
terminated on September 30, 2003.

                           During the year ended  December 31, 2002, the Company
acquired  furniture  and  equipment in exchange for an increase in related party
accounts payable of $11,167.

                           During the year ended  December  31, 2001 the Company
issued 284,200 shares of common stock in settlement of $2,842 of debt.


5.       Income Taxes

     The provision for income taxes differs from the
amount computed at federal statutory rates as follows:

                                                             Years Ended
                                                            December 31,


                                                   2003            2002

    Income tax benefit at statutory rate    $    27,000      $    10,000

         Other                                    2,000                 -

        Change in valuation allowance           (29,000)         (10,000)


                                           $          -       $        -


  Deferred tax assets  (liabilities)  are  comprised of
the following at December 31, 2003:

           Net operating loss carryforward              $     41,000

                           Valuation allowance              (41,000)

                                                      $          -
<PAGE>


                                                    WELLSTONE FILTERS, INC.
                                             (A Development Stage Company)
                             Notes to Consolidated Financial Statements


5.       Income Taxes (continued)

As of December 31, 2003, the Company had net
operating losses of approximately $113,000 which begin to expire in 2016.
If substantial changes in the Company's ownership should occur, there would be
 an annual limitation of the amount of net operating loss carryforwards which
 could be utilized.  The ultimate realization of these carryforwards is
 due, in part, on the tax law in effect at the time of future events which
 cannot be determined.

6.       Capital Stock

          Preferred Stock

     The Company has authorized 1,000,000 shares of
preferred stock, $.001 par value, with such rights, preferences and designations
 and to be issued in such series as determined by the Board of Directors.  No
 shares are issued and outstanding at December 31, 2003.

                           Common Stock
                           On January 31, 2003, the Certificate of
 Incorporation was amended to increase the number of authorized shares from
20,000,000 to 80,000,000.  The par value is $.001.

                           Stock Split and Stock Dividend
                           A five for one stock split was approved on July 9,
2003 and subsequently effected on July 19, 2003.  The stock split resulted in
the issuance of an additional 45,136,800 of common stock.

                           On September 15, 2003 a four tenths for one stock
dividend was declared and subsequently issued on September 30, 2003.  The total
 number of shares issued equaled 22,568,400 bringing the total number of shares
 outstanding to 78,989,400.

<PAGE>


                                                        WELLSTONE FILTERS, INC.
                                            (A Development Stage Company)
                                    Notes to Consolidated Financial Statements



6.       Capital Stock (continued)

           Amended and Restated 1994 Stock Option Plan

On April 1, 1994, the Company adopted the 1994 Stock Option Plan.
         The plan provides for the granting of awards of up to 2,000,000  shares
         of  common  stock to  officers,  directors,  employees,  advisors,  and
         employees  of other  companies  that do  business  with the  Company as
         non-qualified stock options.  The Stock  Option  Committee  of the
Board of  Directors
         determines the option price,  which cannot be less than the fair market
         value at the date of the grant or 110% of the fair market  value if the
         recipient of the grant holds 10% or more of the Company's common stock.
         The price per share of shares
                           subject to a Non-Qualified option cannot be less than
                           85% of the fair market value.  Options  granted under
                           the plan will  typically  expire  ten years  from the
                           date of the grant (five years if the recipient of the
                           grant holds 10% or more of the Company's common stock
                           on  the  date of the grant) or  three   months
after   termination   of
                           employment. The plan was amended and restated in 2003
                           for  technical  updates  to confirm  with law.  As of
                           December 31, 2003 175,000  options were  outstanding.
                           On January 31, 2003 non-qualified options to purchase
                           175,000  shares  of  common  stock at $.0014 per
share were granted  to  a
                           director.


7.       Recent Accounting Pronouncements

     In November 2002, the EITF reached a consenses on Issue No. 00-21, Revenue
 Arrangements with Multiple Deliverables.  EITF Issue No. 00-21 provides
 guidance on how to account for certain arrangements that involve the delivery
or performance of multiple products, services and/or rights to use assets.  The
provisions of EITF Isue No. 00-21 will apply to revenue arrangements entered
into in fiscal periods beginning after June 15, 2003.  The adoption of EITF
Issue No. 00-21 did not have a material impact on operating results or financial
condition of the Company.

<PAGE>


                                       WELLSTONE FILTERS, INC.
                                  (A Development Stage Company)
                                    Notes to Consolidated Financial Statements



7.   Recent Accounting Pronouncements (continued)

In April 2003, FASB issued SFAS No. 149,  Amendment of Statement
         133 on Derivative  Instruments and Hedging Activities.  SFAS 149 amends
         and clarifies accounting for derivative instruments,  including certain
         derivative  instruments  embedded in other  contracts and for hedging
activities under SFAS 133, Accounting for Derivatives and Hedging Activities.
  SFAS 149
         is generally effective for derivative instruments, including derivative
         instruments  embedded in certain  contracts,  entered  into or modified
         after June 30,  2003.  The adoption of SFAS 149 did not have a material
         impact on the operating results or financial  condition of the Company.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity.  SFAS 150
clarifies the accounting for certain financial instruments with characteristics
of both liabilities and euqity and requires that those instruments be classified
as liabilities in statemetns of financial posiiton.  Previously, many of those
financial instruments were classified as equtiy.  SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003 and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003.  On November 7, 2003, FASB Staff Position 150-3 was issued, which
indefinitely deferred the effective date of SFAS 150 for certain mandatory
redeemable non-controlling interests.  As the Company does not have any of these
financial instruments, the adoption of SFAS 150 did not have any impact on the
Company's consolidated financial statements.

<PAGE>

                                                 WELLSTONE FILTERS, INC.
                                           (A Development Stage Company)
                                   Notes to Consolidated Financial Statements



7.       Recent  Accounting Pronouncements (continued)

 In December  2003, the FASB issued  Interpretation  No. 46 ("FIN
         46R")  (revised  December  2003),  Consolidation  of Variable  Interest
         Entities,  an  Interpretation  of Accounting  Research  Bulletin No. 51
         ("ARB 51"), which addresses how a business  enterprise  should evaluate
         whether it has a controlling interest in an entity thoguh means other
than voting
         rights and accordingly  should consolidate the entity. FIN 46R replaces
         FASB  Interpretation No. 46 (FIN 46), which was issued in January 2003.
         Before  concluding  that  it is  appropriate  to  apply  ARB 51  voting
         interest consolidation model to an entity,  an enterprise  must first
determine
         that the  entity is not a variable  interest  entity  (VIE).  As of the
         effective date of FIN 46R, an enterprise  must evaluate its involvement
         with all entities or legal structures  created before February 1, 2003,
         to  determine  whether  consolidation requirements  of FIN 46R  apply
to those
         entities.  There is no  grandfathering  of  existing  entities.  Public
         companies  must apply either FIN 46 or FIN 46R  immediately to entities
         created  after  January 31, 2003 and no later than the end of the first
         reporting period that ends after March 15, 2004.  The adoption of FIN
46 had no effect
         on the Company's consolidated financial position, results of operations
         or cash flows.

In December 2003, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 104, Revenue Recognition.  SAB 104 revises or
rescinds portions of the interpretive guidance included in Topic 13 of the
condification of staff accounting bulletins in order to make this interpretive
guidance consistent with current authoritative accounting and auditing guidance
and the SEC rules and regulations.  The adoption of SAB 104 did not have a
material effect on the Company's results of operations or financial condition.

<PAGE>


                                                 WELLSTONE FILTERS, INC.
                                             (A Development Stage Company)
                                Notes to Consolidated Financial Statements


8.       Subsequent Events

        On January 2, 2004, the Company entered into a
funding agreement with a related party controlled by the brother of an officer
 of the Company to fund certain capital requirements of the Company.  As of
March 1, 2004, $45,000 had been received by the Company pursuant to this
agreement.  The Company is obligated to issue restricted shares of common
stock at a price per share equal to 80% of the bid price of the common stock
on the 15th day of the preceding month.

                           On January 1, 2004, the Company issued  non-qualified
options to purchase 1,600,000 shares at $.01 per share to a scientific advisor.



                                     PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.  The following exhibits of the Company are included herein.

            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)

            10.   Material Contracts

                  10.1 Stock Option Plan(1)
            16.1  Letter from Thurman, Shaw & Co., LC.(3)

            21.   Subsidiaries of the small business issuer-None.

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

                           Not Applicable.

Item 14. Controls and Procedures.

  Not Applicable

Item 15. Principal Accountant Fees and Services.

Audit Fees

Our  principal  accountants,  Tanner + Company,  billed us $3,700 and $5,200 for
audit fees and review of quarterly  filings in the fiscal  years ended  December
31, 2003 and 2002, respectively.

Less than 50% of the hours  expended  by our  auditors on the audit for the year
ended December 31, 2003 were performed by persons' other than Tanner + Company's
permanent full time employees.

There were $3,700 $0 and $0,  respectively  paid in audit related fees, tax fees
and all other  fees to Tanner + & Company  during the year  ended  December  31,
2003.

Audit Committees pre-approval policies and procedures.

We do not have an audit  committee.  Our  engagement  of  Tanner &  Company  was
approved  by the Board of  Directors.  No  services  described  in Item  9(e)(2)
through 9(e)(4) of Schedule 14A were performed by our auditors.


<PAGE>


                                   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 June 3, 2004.


                                                      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 3, 2004.

By:     /s/Learned Jeremiah Hand       CEO, Chief Financial Officer and Director
        Learned Jeremiah Hand        (principal   executive   accounting  and
financial
officer)

By:     /s/Jere Goyan                                           Chairman
        Jere Goyan