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, 2002

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

For the transition period from                          to

Commission file number 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.)

712 Kitchawan Road           Ossining, New York                           10562


           (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:               (914) 762-7586
                                                             -------------------

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 December 31, 2002 was not determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of December 31, 2002:

Common Stock, $.001 Par Value - 11,284,200 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.  Only the US patent has been issued thus far  (September  19,
2000, U.S.Patent 6,119,701).

 The filter  technology,  referred to  internally  as 3C904,  has been tested by
Wellstone LLC in small  manufacturing  batches.  Baumgartners,  the largest U.S.
filter  manufacturer  and second largest  worldwide,  has recently  manufactured
filters  with the  technology  for  approximately  32,800  cigarettes  for their
testing  purposes.  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.  Wellstone also must
obtain a  significant  amount of capital  ($3  million)  before it can  commence
operations, develop its operations, or obtain revenues.

 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 the common  shares of Farallon  Corporation.  In
addition,  Farallon  Corporation  issued  284,200  shares  of  common  stock  in
cancellation of debt. As a result, there are 11,284,000 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.  Wellstone  is in  need  of  approximately
$3,000,000  in funding to carry out its business  plan for the next 12 months to
acquire  equipment to establish in house testing  facilities,  marketing  costs,
general  and  administrative  expenses  and  working  capital.  The terms of any
offering have not been determined.  We have no agreement with any person for the
source of these funds. As a result of the significant operating expenses related
to start up

                                                         2

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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

                                                         3

<PAGE>



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

                                                         4

<PAGE>



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 either of the Company's Chief Executive Officer,
Learned Jeremiah Hand or the Company's President,  Carla Cerami Hand, could have
a serious  negative  impact upon our business and operating  results.  We do not
have  employment  agreements  with  either  of  these  persons,  and we have not
obtained "key-man" life insurance with respect to them.

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.

We could issue more shares in the future without your permission, and this could
reduce the value of our stock.

 Wellstone's  board of  directors  has the  power,  without  the  consent of the
stockholders,  to issue additional shares of common stock or preferred stock for
such  consideration as may be permitted under the Delaware  General  Corporation
Law.  Preferred stock may be issued with  preferences or rights as to dividends,
voting or liquidation which are superior to those of holders of common stock. In
view of the large  number of  authorized  but  unissued  shares of common  stock
(8,715,800  Shares  as of the  date of this  report)  current  shareholders  are
subject to significant  potential dilution (up to 44% if all unissued shares are
issued) in their ownership interest in Wellstone.

                                                         5

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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 7,800,000 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  sharesholders  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
officers of Wellstone are currently only devoting about 20% of their time to the
business for Mr. Hand and 10% for Ms.  Cerami Hand.  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:
<TABLE>
<CAPTION>

                                                                                U.S. Market Share
<S>                                                                                   <C>
                  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%
</TABLE>

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.

                                                         6

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         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 which
are thought to be advanced  glycosylation  end  products  (AGEs) are produced by
oxidation (burning) and glycation (reaction) of proteins and lipids (fats).

Our filters removes most carcinogens

         Our filter  material works by trapping  nucleophiles  (such as AGEs) 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. Tests of 36,000
filters conducted by us also showed that  effectiveness of the filter is related
to the amount of filter material.

         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.

         Dr. Anthony Cerami is also co-author of 30 patents focusing on AGEs and
four other patents  related to the  development,  production  and testing of the
material.  These four patents and the primary patent have been licensed to us on
a royalty free basis by the patent holders, who are also stockholders. 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.

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.

                                                         7

<PAGE>




         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 Baumgartner,  Ltd., the
largest filter  manufacturer;  Liggett Group,  Inc., the fifth largest cigarette
manufacturer; and others. We think that a larger, 144,000 cigarette test will be
necessary in order to proceed further with  negotiations  with any manufacturer.
This test will cost an estimated  $150,000.  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."

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, or 3C904, but to outsource this to filter  manufacturers.  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.  They spend most of
their time working for affiliated  companies.  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

                                                         8

<PAGE>



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.

         Three other patents are relevant to our product:  no 6,110,968 "Methods
for treatment  predicated on the presence of AGEs in tobacco and its  combustion
byproducts;" no. 5,854,000 "Methods for measurement and treatment  predicated on
the  presence  of  AGEs  in  tobacco  and its  combustion  byproducts;"  and no.
5,850,840  "Methods for measurement and treatment  predicated on the presence of
AGEs and its combustion byproducts." These three patents are also co-authored by
a  shareholder.  Patent no.  6,110,968  was issued to the Picower  Institute for
Medical Research,  and expires on November 10, 2018.  Patent nos.  5,854,000 and
5,850,840  were issued to both The Picower  Institute  for Medical  Research and
Alteon,   Inc.,   and  expire  on  December  29,  2015  and  December  22,  2015
respectively.  These  three  patents  are  not  critical  to the  foundation  of
Wellstone,  but provide Wellstone with a larger intellectual  property space, as
they supply the rights to the methods of production  and  efficiency  testing of
our  filters.  Relevant  patents  have been  applied for both  domestically  and
internationally that recognize patents.

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

                                                         9

<PAGE>



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 is 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  will rise 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

         We rent a minimal  amount of office and a lab room of 1,200 square feet
space of an affiliate, Kenneth L. Warren Institute which is controlled by Cerami
Consulting Corp., a corporation  controlled by our president,  Carla Cerami Hand
until significant  operations commence the utilization of space is minimal.  The
cost of such facilities is $1,400 per month which is being accrued since January
2002.

Item 3.  LEGAL PROCEEDINGS

         Not Applicable.


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, 2002.

                                                        10

<PAGE>



                                                      PART II


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)  Market Information

         The  Company's  Common Stock has been listed on the OTC Bulletin  Board
         under the symbol WCSF.  There have been no trades through  December 31,
         2002.

         (b)  Holders

                  As of March 31, 2003, there were  approximately 120 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.


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.  These shareholder advances
totalled  $29,200 as of December  31, 2001 and $45,272 as of December  31, 2002.
See "Item 12 - Certain  Transactions."  Until we receive  funding  from  outside
sources,  such as debt or equity  financing,  we will  continue to have  limited
operations. We are seeking $3 million in initial funding to finance the first 12
months of our business plan as follows:

         Establish FTC certified testing facility                     $1,000,000
         General and Administrative expenses-one year                  1,100,000
         Outside testing                                                 150,000
         Production of test material                   150,000
         Marketing                                                       500,000
         Establishment of prototype facility           100,000
                                                     TOTAL$3,000,000

         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.

         Testing  Facility.  All  cigarettes  sold in the United  States must be
tested  for  levels  of  nicotene,  tars and  other  chemicals  present  in each
formulation of tobacco and filter.  Testing is  accomplished  with machines that
mechanically  smoke sample  cigarettes and record chemical  levels.  In order to
assure  comparability  between  tests  and  testing  centers,  testing  must  be
conducted according to rigid conditions,  and testing machines must be correctly
configured,  calibrated  and  certified.  Since we plan to sell the filter  with
numerous  tobacco  formulations,  we  decided  it  would  be cost  effective  to
establish our own testing  facility.  This testing  facility could also generate
revenue for us from  outside  testing  contracts.  Cerami  Consulting  Corp.,  a
company affiliated with our President,  has experience in conducting  scientific
tests but no commercial  experience in cigarette testing.  We would need to hire
three to five persons for this testing facility.

         About  five  persons  will  be  needed  to be  hired  for  general  and
administrative functions.

         We need to produce  small  quantities of test filters for marketing and
testing. Initially it will be more cost and time effective to produce filters by
hand. However, within one year of funding we expect to have established

                                                        11

<PAGE>



a prototype manufacturing facility.  We can then better determine our
production costs and feasible levels of
production.

         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 for one year 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.  Its likely that we
will not be able to raise the entire amount  required  initially,  in which case
our  development  time will be extended  until such full amount can be obtained.
Even if we are successful in obtaining the required $3 million, we probably will
need to raise additional funds at the end of 12 months.

         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.


                                                        12

<PAGE>



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

            Wellstone  Filters,  Inc.'s former independent  accountant  Thurman,
Shaw & Co., LC ("Thurman,  Shaw") resigned from that capacity on August 6, 2001.
The report by Thurman,  Shaw on the financial  statements of Wellstone  Filters,
Inc.  dated January 12, 2001,  including  balance sheets as of June 30, 2000 and
1999 and the statements of operations, cash flows and statement of stockholders'
equity  for the years  ended  June 30,  2000 and 1999 and the  period  inception
(April  20,  1994) to June 30,  2000 did not  contain  an  adverse  opinion or a
disclaimer  of opinion,  or was qualified or modified as to  uncertainty,  audit
scope or  accounting  principles.  During  the period  covered by the  financial
statements through the date of resignation of the former accountant,  there were
no  disagreements  with  the  former  accountant  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure. On August 6, 2001 Wellstone Filters, Inc. engaged Tanner + Co. as its
new independent accountants.  Prior to the engagement of Tanner + Co., Wellstone
Filters, Inc. did not consult with Tanner + Co. on the application of accounting
principles to any specific  transaction nor the type of audit opinion that might
be  rendered  on  Wellstone  Filters,  Inc.'s  or  Wellstone,   LLC's  financial
statements.  Thurman,  Shaw was provided by the  disclosure  set forth above and
provided  Wellstone  Filters,  Inc.  with a letter to the effect that it did not
disagree with the above  statements  as far as they related to Thurman,  Shaw. A
copy of Thurman  Shaw's letter was filed as an exhibit to our Current  Report on
Form 8-K dated August 6, 2001 and  incorporporated by reference as an exhibit to
this report.


                                                        13

<PAGE>



                                                     PART III

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.
<TABLE>
<CAPTION>

<S>                                                         <C>    <C>
          Jere E. Goyan                                     72     Chairman
          Learned Jermiah Hand                              42     Chief Executive and Financial Officer and Director
          Carla Cerami Hand, MD/PhD                         34     President and Director
          Peter C. Ulrich, PhD                              47     Chief Science Officer
</TABLE>

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 the
present he has been  employed by Warren  Pharmaceuticals,  Inc. and is currently
its Vice  President  - Chief  Operating  Officer.  From  _March 2000 to present,
he has been
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 20%
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.

Carla Cerami Hand, M.D./Ph.D.

          Dr. Carla Cerami Hand founded Wellstone Filters in 1998.  In 1996,
she founded Cerami Consulting Corp.,
along with her father, Dr. Anthony Cerami.  Her principal employment since
1996 has been as president of Cerami
Consulting.  Cerami Consulting Corp. is the parent company of a consortium of
development stage biotech
companies, structured as an incubator organization. She has negotiated contrac
ts and licensing agreements with major
pharmaceutical as well as consumer product companies.  Dr. Cerami Hand received
her B.A. from Columbia
University and her M.D. and her Ph.D. in Immunology from New York University.
  She completed her surgical
internship at North Shore University Hospital in 1995, where she first became
 interested in the medical problems
associated with smoking.  She is an inventor on four U.S. patents and the
author of twelve scientific papers.  She
dedicates approximately 10% of her time to Wellstone.


                                                        14

<PAGE>



Peter C. Ulrich, Ph.D., Chief Science Officer

          Dr. Ulrich earned his Ph.D. in Organic Chemistry at Harvard University
 in 1979 in the laboratory of Nobel
Laureate, Dr. E.J. Corey.  He is an inventor on 43 U.S. patents and the author
of 45 scientific papers.  Since May
1997 he has been employed by Cerami Consulting, and the Kenneth J. Warren
 Institute, an affiliate of Cerami
Consulting.  He was Director of Chemistry at Wellstone from March 2000 to
December 2002 and since December
2000 he has been Chief Science Officer.  From 1992 to 1997 he was Associate
Professor and Head of the Laboratory
of Organic Chemistry at the Picowar Institute for Medical Research.  From
1988 to 1992 he was Director of
Chemistry at Alteon, Inc.  He was Assistant Professor at The Rockefellor
 University from 1981 to 1988 and a
research associate at that institution from 1978 to 1981.

          Wellstone intends to add additional  members to its board of directors
and to add a full time Chief Financial Officer, when Wellstone receives at least
$800,000 in outside debt or equity funding.

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.


                                                        15

<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  and Ms.  Cerami Hand will devote 50%.  Expected  annual  compensation
following receipt of such funding is $150,000 to Dr. Cerami Hand and $300,000 to
Mr.  Hand,  all or  part of  which  may be  accrued  and  unpaid  if cash is not
available.

<TABLE>
<CAPTION>


                                            Summary Compensation Table


                       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         2002          $0          0             0              0        0           0          0
 President                 2001           0          0             0              0        0           0
                           2000           0          0             0              0        0           0          0



 Learned Jeremiah Hand     2002          $0          0             0              0        0           0          0
 CEO                       2001           0          0             0              0        0           0
                           2000           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 25,000
shares of common stock for $.01 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.



                                                        16

<PAGE>

<TABLE>
<CAPTION>



    Name and Address                           Common Stock                Percentage

<S>          <C>                                  <C>                          <C>
Jere E. Goyan(1)(2)                               25,000                        *

Learned Jermiah Hand(1)                          7,800,000                    69.1%

Carla Cerami Hand, MD,PhD(1)                     7,800,000                    69.1%

Anthony Cerami, PhD(1)                           1,400,000                    12.4%

All officers and directors
  as a group (2 persons)                         7,825,000                    69.2%
</TABLE>

(1) The business address of each of these persons is 712 Kitchawan Road,
Ossining, New York, 10562.  Ms. Cerami Hand and
    Mr. Learned Jeremiah Hand are wife and husband.  The 7,800,000 shares
listed as beneficially owned by Mr. Learned
    Jeremiah Hand include 6,700,000 shares which are controlled by Carla
Cerami Hand, as stated below.  Mr. Hand disclaims
    beneficial ownership of such 6,700,000 shares.  Ms. Cerami is the sole
shareholder of Cerami Consulting and the shares listed
    as held by her in the above table include 5,600,000 shares held of record
by Titratable Holdings, Ltd., which is controlled
    by her, 1,100,000 shares held via a trust, and 1,100,000 shares controlled
 by Learned Jeremiah Hand.  She disclaims beneficial
    ownership of the 1,100,000 shares controlled by Learned Jeremiah Hand.
 Such 1,100,000 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 25,000 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,  2002,  $7,577 had accrued as interest on
these notes, none of which had been paid.
<TABLE>
<CAPTION>

       Date                                              Lender                                   Amount


<S> <C>                                      <C>                                               <C>
    06/23/1999                               Carla Cerami Consulting Corp.                     $     500.00
    07/10/1998                               Carla Cerami Consulting Corp.                     $   6,700.00
    01/03/2000                               Carla Cerami                                      $   7,000.00
    03/03/2000                               Carla Cerami Consulting Corp.                     $  15,000.00
</TABLE>

            In the fiscal year ended  December 31, 2002,  Ms. Cerami Hand and/or
Mr.  Learned  Hand  advanced  $16,072 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 since January 2002,  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.

                                                        17

<PAGE>



                                                      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.

(a) Evaluation of disclosure  controls and procedures.  The Company's  principal
executive officer and its principal financial officer, based on their evaluation
of the Company's  disclosure controls and procedures (as defined in Exchange Act
Rules  13a-14(c) and 15d -14 (c) as of a date within 90 days prior to the filing
of this  Annual  Report  on Form  10- KSB  have  concluded  that  the  Company's
disclosure  controls and  procedures are adequate and effective for the purposes
set forth in the definition in Exchange Act rules.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
the Company's internal controls subsequent to the date of their evaluation.



                                                        18

<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 May 6, 2003.


                                                      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 May 6, 2003.


By:     /s/Carla Cerami Hand                           President and Director
        Carla Cerami Hand                         (principal executive officer)



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



                                                        19

<PAGE>



                                                  CERTIFICATIONS
I, Carla Cerami Hand, certify that:

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

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 7, 2003

/s/ Carla Cerami Hand
Carla Cerami Hand
President



                                                        20

<PAGE>


                                                  CERTIFICATIONS
I, Learned Jeremiah Hand, certify that:

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

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 7, 2003

/s/ Learned Jeremiah Hand
Learned Jeremiah Hand
Chief Financial Officer



                                                        21

<PAGE>





WELLSTONE FILTERS, INC.
(A Development Stage Company)
Consolidated Financial Statements
December 31, 2002 and 2001



<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, 2002 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, 2002. 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, 2002
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,
2002, 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
May 5, 2003
<PAGE>
<TABLE>
<CAPTION>
                                                                                   WELLSTONE FILTERS, INC.

                                                                             (A Development Stage Company)

                                                                                Consolidated Balance Sheet

                                                      ASSETS

                                                                                                  December 31,
                                                                                                      2002


Current assets:
<S>                                                                                             <C>
     Cash                                                                                       $          989



            Total Current Assets                                                                $          989

     Furniture and equipment, net                                                               $       10,216



                                                                                                $       11,205



                                       LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
       Accounts payable                                                                         $       13,746
       Related party accounts payable                                                                   16,072
       Accrued interest on related party notes payable                                                   7,577
       Related party notes payable                                                                      29,200


          Total Current Liabilities                                                             $       66,595



Commitments and contingencies                                                                               --

Stockholders' Deficit:
       Common Stock, $.001 par value 11,284,200 shares authorized
          11,284,200 shares issued and outstanding                                                      11,284
       Additional paid-in capital                                                                        5,616
       Accumulated deficit                                                                            (72,290)


          Total Stockholders' deficit:                                                                (55,390)



                                                                                                $       11,205

</TABLE>


See  accompanying  notes  to  consolidated  financial statements.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                      Consolidated Statement of Operations
----------------------------------------------------------------------------------------------------------


                                                                                         Years Ended
                                                                                        December 31,


                                                                                2002                  2001


<S>                                                                        <C>                  <C>
Revenues                                                                   $           --       $           --

General and administrative costs                                                   32,573                5,882

Interest expense                                                                    2,460                2,336



     Loss before income taxes                                                    (35,033)              (8,218)

Income tax benefit                                                                     --                   --



     Net loss                                                              $     (35,033)       $      (8,218)



     Net loss per share - basic and diluted                                $           --       $           --



Weighted average shares
     -- basic and diluted                                                      11,284,000           10,774,000

</TABLE>

                           See  accompanying  notes  to  consolidated  financial
statements.

<PAGE>



<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                           Consolidated Statement of Shareholders' Deficit
----------------------------------------------------------------------------------------------------------

                                              February 17, 1998 (Date of Inception) to December 31, 2002

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


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

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

Capital contribution                                  --                 --                  --               100                100

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



Balance, December 31, 1998                    10,000,000             10,000            (10,000)           (6,575)            (6,575)

Net loss                                              --                 --                  --             (969)              (969)



Balance, December 31, 1999                    10,000,000             10,000            (10,000)           (7,544)            (7,544)

Net loss                                              --                 --                  --          (21,395)           (21,395)



Balance, December 31, 2000                    10,000,000             10,000            (10,000)          (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                    11,284,200             11,284            (11,184)          (37,257)           (37,157)

Rental expense forgiven by officer                  --                  --               16,800               --              16,800

Net loss                                              --                 --                  --          (35,033)           (35,033)



Balance, December 31, 2002                    11,284,200    $        11,284     $         5,616    $     (72,290)     $      (55,390

</TABLE>
                                    See   accompanying   notes  to  consolidated
financial statements.


<PAGE>


<TABLE>
<CAPTION>
 --------------------------------------------------------------------------------
                                                                      Consolidated Statement of Cash Flows
--------------------------------------------------------------------------------
                                                                                                                       Cumulative
                                                                                                                          Amounts
                                                                                                                           Since
                                                                                     2002               2001             Inception

Cash flows from operating activities:
<S>                                                                             <C>                <C>                <C>
     Net loss                                                                   $      (35,033)    $      (8,218)     $     (63,551)
     Adjustments to reconcile net loss to net
          cash used in operation activities:
          Depreciation                                                                      951                --                951
          Rental expense forgiven by officer and board member                            16,800                --             16,800
          Increase in accounts payable                                                    8,560             4,416              5,007
          Increase in related party accounts payable                                      4,905                --              4,905
          Increase in accrued interest on related party notes payable                     2,336             3,150              7,577
          Decrease in deferred offering costs                                             1,230           (1,230)                 --



          Net cash used in operating activities                                           (251)           (1,927)           (28,311)



Cash flows from investing activities:
     Net cash provided by investing activities                                               --                --                 --



Cash flows from financing activities:
     Members contribution of equity                                                          --                --                100
     Proceeds from related party notes payable                                               --                --             29,200



          Net cash provided by financing activities                                          --                --             29,300



          Net decrease in cash and cash equivalents                                       (251)           (1,927)                989

Cash and cash equivalents at beginning of year                                            1,240             3,167                 --



Cash and cash equivalents at end of year                                        $           989    $        1,240     $          989
</TABLE>

                                    See   accompanying   notes  to  consolidated
financial statements.

<PAGE>

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

                                                                            F-7
                                      Notes to Consolidated Financial Statements

                                                              December 31, 2002


1.   Organization          Organization
     and                   Wellstone  Filters,  LLC  (Wellstone)  was
 organized  as  a  Delaware  limited
     Summary of            liability company on February 17, 1998 (date of
inception).
     Significant
     Accounting            On May 25, 2001, Wellstone Filters,  Inc. (formerly
Farallon  Corporation) (the
     Policies              "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.  As a result,
                           there are 11,284,200 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 a development
                           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
                                                                      Continued
--------------------------------------------------------------------------------


1.   Organization          Furniture and Equipment
     and                   Furniture and equipment are carried at cost.
Depreciation and amortization
     Summary of            are provided using the straight-line method over
the estimated useful lives of
   Significant           the assets of 5 years.  As of December 31, 2002,
 furniture and equipment
     Accounting            consist of the following:

     Policies
     Continued             Office furniture        $                       4,178

                           Computer equipment                              6,989







                                                                         11,167

                           Accumulated depreciation                        (951)






                                                     $                   10,216


                           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  bases  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.

                           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>


-----------------------
1.   Organization          Loss Per Common and Common Equivalent Share
     and                   The  computation  of basic loss per common share is
 computed using the weighted
     Summary of            average number of common shares outstanding during
 the period.
     Significant
     Accounting            Principles of Consolidation
     Policies              The consolidated  financial  statements  include the
 accounts of the Registrant
     Continued             and  its  wholly-owned  subsidiary,  Wellstone.  All
  significant  intercompany
               transactions have been eliminated in consolidation.


-----------------------
2.   Going                 The accompanying  consolidated financial statements
have been prepared assuming
     Concern               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  sustained 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         The  related  party  notes  payable  consist  of
 loans  from  officers  of the
     Notes                 Company.  The  amounts  are  unsecured,  bearing
interest at 8% and are due on
     Payable               demand.  Accrued interest on the notes was $7,577 at
 December  31, 2002.

                           Related party accounts payable include $16,072 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>


-----------------------
4.   Supplemental          No amounts  were paid for  interest  or income  taxes
                             during  the period  from
     Cash Flow             February 17, 1998 (date of inception) to
                                   December 31, 2002.
     Information
-----------------------
                           During the year ended  December 31, 2002, the Company
                           recorded a contribution of capital of $16,800 for the
                           use of office space  provided by an officer and board
                           member of the Company.

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


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


                                                             Years Ended
                                                            December 31,


                                                                2002     2001







                           Income tax benefit at
                              statutory rate         $  10,000   $       3,000

                           Loss incurred as limited
                              liability company             -           (1,000)

                           Change in valuation allowance (10,000)      (2,000)








                                                         $       - $        -


                           Deferred tax assets  (liabilities)  are  comprised of
the following:


                                                                   Years Ended
                                                                    December 31,


                                                                            2002





                           Net operating loss carryforward         $     12,000





                           Valuation allowance                          (12,000)







                                                                   $           -




<PAGE>


-----------------------
5.   Income                As of December 31,  2002, the Company had net
 operating losses of approximately
     Taxes                 $32,000  which  begin  to  expire  in  2016.
 If  substantial  changes  in  the
     Continued             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.   Recent                In June 2001, the FASB issued Statement of Financial
 Accounting  Standards No.
     Accounting            143,  "Accounting for Asset Retirement  Obligations".
  This Statement addresses
     Pronounce-            financial  accounting  and  reporting  for
 obligations   associated  with  the
     ments                 retirement of tangible  long-lived  assets and the
 associated  asset retirement
                           costs.  This  Statement  is effective  for  financial
                           statements  issued for fiscal years  beginning  after
                           June 15, 2002.  This  Statement  addresses  financial
                           accounting   and   reporting   for  the  disposal  of
                           long-lived assets. The Company is currently assessing
                           the impact of this statement.

                           In April 2002, the FASB issued Statement of Financial
                           Accounting  Standards (SFAS) No. 145,  "Rescission of
                           FASB Statements No. 4, 44, and 64,  Amendment of FASB
                           Statement  No. 13, and Technical  Corrections."  This
                           statement  requires  the  classification  of gains or
                           losses from the  extinguishments  of debt to meet the
                           criteria of Accounting  Principles  Board Opinion No.
                           30 before they can be classified as  extraordinary in
                           the income statement. As a result, companies that use
                           debt  extinguishment as part of their risk management
                           cannot   classify   the  gain  or  loss   from   that
                           extinguishment as  extraordinary.  The statement also
                           requires sale-leaseback  accounting for certain lease
                           modifications  that have economic  effects similar to
                           sale-leaseback  transactions.  The  Company  does not
                           expect  Adoption  of SFAS No. 145 did have a material
                           impact on financial position or future operations.



<PAGE>


-----------------------
6.   Recent                In June 2002, the FASB issued SFAS No. 146,
 "Accounting  for Costs  Associated
     Accounting            with Exit or Disposal  Activities." This standard,
 which is effective for exit
     Pronounce-            or  disposal  activities  initiated  after  December
  31,  2002,  provides  new
     ments                 guidance on the  recognition,  measurement  and
reporting of costs  associated
     Continued             with these  activities.  The standard  requires
companies  to recognize  costs
                           associated with exit or disposal activities when they
                           are  incurred  rather  than at the date  the  company
                           commits to an exit or disposal  plan. The adoption of
                           SFAS No. 146 by the Company is not expected to have a
                           material impact on the Company's  financial  position
                           or future operations.

-----------------------
                           In  December  2002,  the FASB  issued  SFAS  No.  148
                           "Accounting for Stock-Based  Compensation--Transition
                           and  Disclosure--an  amendment of FASB  Statement No.
                           123," which is effective  for all fiscal years ending
                           after  December  15,  2002.  SFAS  No.  148  provides
                           alternative  methods of  transition  for a  voluntary
                           change to the fair value based  method of  accounting
                           for stock-based employee  compensation under SFAS No.
                           123  from  the   intrinsic   value  based  method  of
                           accounting  prescribed by Accounting Principles Board
                           Opinion No. 25. SFAS 128 also changes the  disclosure
                           requirements of SFAS 123,  requiring a more prominent
                           disclosure of the pro-forma  effect of the fair value
                           based   method   of   accounting   for    stock-based
                           compensation.  The  adoption  of SFAS No.  148 by the
                           Company  did  not  have  a  material  impact  on  the
                           Company's financial position or future operations.



<PAGE>


-----------------------
6.   Recent                In January  2003,  the  Financial  Accounting
 Standards  Board  (FASB)  issued
     Accounting            Interpretation No. 46,  Consolidation of Variable
Interest Ethics (FIN No. 46),
     Pronounce-            which  addresses  consolidation  by business
 enterprises of variable  interest
     ments                 entities.   FIN  No.  46  clarifies  the  application
  of  Accounting  Research
     Continued             Bulletin No. 51,  Consolidated  Financial Statements,
  to certain  entities in
                           which    equity    investors    do   not   have   the
                           characteristics  of a controlling  financial interest
                           or do not  have  sufficient  equity  at risk  for the
                           entity to finance its activities  without  additional
                           subordinated  financial  support from other  parties.
                           FIN No. 46 applies  immediately to variable  interest
                           entities  created  after  January  31,  2003,  and to
                           variable  interest  entities  in which an  enterprise
                           obtains an  interest  after that date.  It applies in
                           the first  fiscal  year or interim  period  beginning
                           after June 15, 2003, to variable interest entities in
                           which an enterprise holds a variable interest that it
                           acquired  before  February 1, 2003.  The Company does
                           not expect to identify any variable interest entities
                           that must be  consolidated.  In the event a  variable
                           interest  entity is identified,  the Company does not
                           expect  the  requirements  of FIN  No.  46 to  have a
                           material impact on its financial condition or results
                           of operations.


                           In November 2002, the FASB issued  Interpretation No.
                           45,    Guarantor's    Accounting    and    Disclosure
                           Requirements  for  Guarantees,   Including   Indirect
                           Guarantees  of  Indebtedness  of Others (FIN No. 45).
                           FIN No. 45 requires certain guarantees to be recorded
                           at  fair  value,  which  is  different  from  current
                           practice  to record a  liability  only when a loss is
                           probable and reasonably estimable, as those terms are
                           defined  in FASB  Statement  No.  5,  Accounting  for
                           Contingencies.  FIN No. 45 also  requires the Company
                           to make significant new disclosures about guarantees.
                           The  disclosure   requirements  of  FIN  No.  45  are
                           effective  for the  Company  in the first  quarter of
                           fiscal year 2003.  FIN No. 45's  initial  recognition
                           and initial measurement  provisions are applicable on
                           a prospective  basis to guarantees issued or modified
                           after  December  31,  2002.  The  Company's  previous
                           accounting for guarantees issued prior to the date of
                           the  initial  application  of FIN No.  45 will not be
                           revised or restated to reflect the  provisions of FIN
                           No 45. The  Company  does not expect the  adoption of
                           FIN  No.  45  to  have  a  material   impact  on  its
                           consolidated    financial   position,    results   of
                           operations or cash flows.