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, 2007



[ ]

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

For the transition period from  to



Commission file number 0-28161

WELLSTONE FILTERS, INC.



(Exact name of small business issuer in its charter)



Delaware



33-0619264



(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



300 Market Street, Suite 130-13

Chapel Hill, North Carolina

27516





(Address of principal executive offices)

(Zip Code)



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

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



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



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



YES X      NO



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



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

Yes  [   ]    No  [  X ]



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



The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 23, 2008 was $28,951 based on a closing bid price of $.125 per share as of March 23, 2008



The number of shares outstanding of the issuer's classes of Common Stock as of March 25, 2008



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



Transitional Small Business Disclosure Format           YES       NO X



DOCUMENTS INCORPORATED BY REFERENCE:  NONE













Explanatory note: this amendment is being filed to revise Item 8A and to file a revised Exhibit 31 certification.





Item 8A.  CONTROLS AND PROCEDURES



The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a companys controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms.   The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms.



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



There was no change in the Company's internal control over financial reporting during the fiscal year ended December 31, 2007, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

This annual report does not include an audit or attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our managements report was not subject to audit or attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report.







Item 13.

EXHIBITS



(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)

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

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



10.

Material Contracts



10.1

Stock Option Plan(1)

102

Amended and Restated Stock Option Plan(5)

10.3

Funding Agreement with Arrakis Select Fund,(5)

10.4

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

10.5

$1,500,000 Promissory Note (4)

10.6

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

10.7

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

10.8

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

10.9

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

10.10

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

10.11

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

10.12

Summary of Employment Agreement with Learned Jeremiah Hand (7)

10.13

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

10.14.

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



21.1

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



31.1

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



32.1

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





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

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

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

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

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

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

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

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

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

(10) Filed with original 2007 10-KSB

(11) Filed herewith.



SIGNATURES



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





WELLSTONE FILTERS, INC.





By:/s/ Learned Jeremiah Hand

Learned Jeremiah Hand

CEO



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 9, 2009.



By:

/s/Learned Jeremiah Hand

CEO and Director

Learned Jeremiah Hand

(principal executive officer and acting accounting and financial officer)