On May 25, 2001, Wellstone LLC was acquired  by  Farallon Corporation, a publicly registered reporting corporation formed with the  intention  of making subsequent  acquisitions.  Farallon Corporation acquired all of the outstanding membership interests  of  Wellstone  LLC  in exchange for 8,400,000 shares of common  stock of Farallon Corporation.  In addition,  in  connection  with  the transaction,  Farallon  Corporation  issued 238,728 shares of common stock in cancellation  of  debt.  As a result of  the  merger,  the  former  members  of Wellstone LLC acquired  a  majority  of  the  outstanding  shares  of Farallon. Accordingly, the combination has been accounted for as a reverse acquisition, under which for accounting purposes, Wellstone LLC is the accounting acquiror, and  Farallo n 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 and Wellstone LLC  became a wholly-owned subsidiary  of Wellstone Filters, Inc.  References to Wellstone refer to the combined entity. On January 5, 2005, Wellstone created a wholly-owned subsidiary operating company, Wellstone Tobacco, Inc., a North Carolina corporation. All of the tobacco sales operationswe cannot guarantee will occur, we do not have been conducted through Wellstone Tobacco, Inc.

Wellstone tested  the  filter technology in small manufacturing batches. Wellstone held discussions with several major manufacturers for licensing or supply contracts, but no contracts have been entered into nor are any currently under negotiation.  All testing performed on the filter technology prior to and through December 31, 2005 was for developmental  purposes  only and in the third  quarter of 2005 Wellstone shipped product to Central and South America for promotional and consumer trial purposes only.

Wellstone's original plan was to license its proprietary cigarette filter technology to existing cigarette  manufacturers.   We believe that our filter compound removes certain carcinogens and the incorporation of our

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Wellstone has developed packaging materials and tobacco blends for a full line of cigarettes (regular, smooth blue, and menthol) that is consistent with its ultra premium brand positioning.  In addition to selling our own brand of Wellstone cigarettes, we will continue to pursue incorporation of our filter into existing cigarette brands.   We purchase various ingredients necessary for our filter from suppliers, but do not enter into written agreements with such suppliers; rather we submit purchase orders on an as-needed basis.

The Wellstone brand of cigarettes are lower in toxins, yet, we believe, do not compromise the pleasurable effects of smoking. Wellstone's strategic plan as well as its philosophy is based on two assumptions:  first, quitting smoking can be difficult and second, smokers do not appear to focus on cigarette tar levels.   In 2002, according to industry reports, 64% of all cigarettes sold in the United States were high in tar. Wellstone believes that part of the reason smokers prefer high tar cigarettes is because of taste. Wellstone's goal is to reduce tar and certain associated carcinogens without affecting the cigarettes' taste. We believe smokers will try Wellstone for its lower price, and come back for its taste.

In the quarter ended September 30, 2006, the Company continued to suffer from a negative gross margin on its cigarettes, which was part of the Company's strategy to obtain market share and entry into the competitive cigarette marketplace.  Management reviewed the liquidity position of the Company during the quarter ended September 30, 2006 and sought unsuccessfully for additional debt or equity funding. Although the Company did enter into negotiations for a private placement, the funding group required that the Company carry out a 1-for- 25 reverse split of the common stock as a precondition to such placement. After Wellstone carried out the reverse split, the funding source did not complete funding.  Faced with inadequate cash resources to fund the market introduction of  its  products,  management determined  to suspend further marketing activity.  As a result, sales in the quarter ended September 30, 2006 fell to only $6,475, a nd Wellstone had no significant sales for the remainder of the year ended December 31, 2006.  All employees and officers have been dismissed or have resigned, except for the Company Chief Executive Officer. The Company had negotiated with its suppliers for time to obtain financing and continue its business, was not successful in obtaining financing. Currently the Company has no sales and is seeking financing in order to re-enter the market.

Recent Developments

Wellstone has determined to separate its tobacco cigarette business (carried out by its North Carolina subsidiary, Wellstone Tobacco)  and its filter science business by distributing the shares of Wellstone Tobacco to its shareholders.  The Tobacco Control Act (See below under "Governmental Regulation) granted FDA important new authority to regulate the manufacture, marketing, and distribution of tobacco products to protect the public health generally and to reduce tobacco use by minors. Among its many provisions, the Tobacco Control Act added sections 904 and 905 to the Federal Food, Drug, and Cosmetic Act (the act) (21 U.S.C. 387d), establishing requirements for tobacco product ingredient submissions, requiring submission of documents related to certain effects of tobacco products, and adding requirements for tobacco product establishment registration and product listing. These requirements apply differently to different tobacco products.

Section 904(a)(1) of the act requires each tobacco product manufacturer or importer, or agent thereof, to submit a listing of all ingredients, including tobacco, substances, compounds, and additives that are added by the manufacturer to the tobacco, paper, filter, or other part of each tobacco product by brand and by quantity in each brand and subbrand. For tobacco products not on the market as of June 22, 2009, section 904(c)(1) requires that the list of ingredients be submitted at least 90 days prior to delivery for introduction into interstate commerce. Section 904(c) of the act also requires submission of information whenever any additive, or the quantity of any additive, is changed.

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Section 904(a)(4) of the act requires each tobacco product manufacturer or importer, or agent thereof, to submit all documents developed after June 22, 2009 “that relate to health, toxicological, behavioral, or physiologic effects of current or future tobacco products, their constituents (including smoke constituents), ingredients, components, and additives.” 

Section 905(b) of the act requires that “every person who owns or operates any establishment in any State engaged in the manufacture, preparation, compounding, or processing of a tobacco product or tobacco products” register with FDA the name, places of business, and all establishments engaged in these activities owned or operated by that person.  Section 905(i)(1) of the act requires that all registrants “shall, at the time of registration . . . file with [FDA] a list of all tobacco products which are being manufactured, prepared, compounded, or processed by that person for commercial distribution,” along with certain accompanying information, including all labeling. In addition, section 905(i)(3) of the act requires that certain changes in the product list be submitted biannually. Wellstone has completed this registration process for its Wellstone Filters brand.

At this time, the FDA intends to enforce the ingredient listing requirements, the tobacco health document submission requirements, and the tobacco product manufacturer or importer registration requirements with respect to:

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manufacturers and importers of cigarettes, smokeless tobacco, and roll-your-own tobacco for consumer use; and

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manufacturers and importers of tobacco (including tobacco leaf blends, reconstituted tobacco, and bulk smokeless tobacco), papers, filters (including filter rods), or pouches, whether such products are for further manufacturing of, or for consumer use as, regulated tobacco products. Products for consumer use include tobacco, papers, and filters sold separately, in kits (such as for roll-your-own tobacco), or as part of accessories.

The failure to provide any information required by section 904 is a prohibited act under section 301(q)(1)(B) of the act (21 U.S.C. § 331(q)(1)(B)). In addition, under section 903(a)(10) of the act, tobacco products are deemed misbranded for a “failure or refusal . . . to comply with any requirement prescribed under section 904 . . . .” 21 U.S.C. § 387c(a)(10). Violations relating to section 904(a)(4) are subject to regulatory and enforcement action by FDA, including seizure and injunction. Wellstone has also complied with the requirements of Section 904.

Because Wellstone has developed packaging materials and tobacco blends for a full line of cigarettes in addition to having developed separately its proprietary filter technology, the company falls under both categories of filing requirements under sections 904 and 905.  

However, the filing requirements are substantially dissimilar for the tobacco cigarette and the Wellstone filter. In addition to their dissimilar composition, the Wellstone cigarette is produced on a contract basis by outside entities, while the Wellstone filter is a proprietary product.  

Moreover, the Tobacco Control Act treats the regulation of Modified Risk Tobacco Products (MRTP) differently for the two categories of product. Section 911 of the act, as amended by the Tobacco Control Act, states, in pertinent part:

(a) No person may introduce or deliver for introduction into interstate commerce any modified risk tobacco product unless an order issued pursuant to subsection (g) is effective with respect to such product.

(d) Any person may file with the Secretary an application for a modified risk tobacco product. . . .

Section 911(g) provides the criteria under which the Agency determines whether to issue an order that a MRTP may be commercially marketed. The Tobacco Control Act provides that, within two years and nine months of its enactment, the Agency shall issue regulations or guidance regarding MRTP applications, and those regulations or guidance shall “establish a reasonable timetable for the Secretary to review an application under this section.” (See section 6 of the Tobacco Control Act and section 911(l) of the FDCA as added by the Tobacco Control Act.)

The MRTP application procedure in section 911(d) of the FDCA provides that the application must contain: a description of the product and any proposed advertising and labeling; the conditions for using the product; the formulation of the product; sample product labels and labeling; all documents related to research findings, both favorable and non-favorable, relating to the effect of the product on tobacco-related diseases and health–related conditions; and data and information on actual consumer use. Section 911(e) of the FDCA provides that the Agency make the MRTP applications available for public comment. Section 911(f) of the FDCA requires that an MRTP application be referred to the Tobacco Products Scientific Advisory Committee for review and that the committee report its recommendations to the Agency within 60 days of the referral. The FDC states in its official commentary:

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As a consequence of the conflicts in compliance under the Tobacco Control Act with respect to its separate product categories, management believes it is necessary to split Wellstone into two companies, one for the manufacture of tobacco cigarettes, and the other focused solely on filter science and production. This conclusion is consistent with management’s business appraisal of a marketing conflict in selling our filters to other cigarette manufacturers while simultaneously competing with these companies by manufacturing our own brand of cigarettes.

The Tobacco and Cigarette  Industry

Annual  U.S  sales  of cigarettes  in  2007  were  348  billion.  Approximately 43.1 million (18.3%) of Americans smoke (National Center for Health Statistics), according to ; worldwide, the figure is estimated to be 1.5 billion people. The market share of five major U.S. cigarette manufacturers in 2008 was estimated as follows:

Filters

Almost all cigarettes sold are filtered.   Worldwide, about 90-95% of sold worldwide are  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 "safe" or "safer" cigarettes has been slow due to three 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 1998 settlement between the state governments 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.

Third, until Wellstone was introduced, any perceived safer cigarette, or PREP (perceived reduced exposure product) did not lead to a pleasant smoking experience.  We believe that the Wellstone filter provides a unique smoothness and rich flavor not found in any other PREP.

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Cigarette manufacturers produce their own filters, or purchase from outside manufacturers, principally Filtrona Richmond, Inc.

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 and byphenyl and radioactive polonium-210.  Potential carcinogens include N-nitrosodiethylamine, N-nitrosopyrrolidine, benzoapyrene, N-nitrosodieth aholomine and cadmium.

Our Filter Removes Certain Carcinogens

Our filter material works  by  trapping  nucleophiles in tobacco which is produced  during  combustion  and  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, Dr. Carla Cerami Hand M.D./Ph.D. and Dr. Peter Ulrich Ph.D, all shareholders  of  Wellstone  and licensed  to  Wellstone  on  September  14,  1999, and of U.S. Patent 6,615,842 "Methods for removing nucleophilic toxins from  tobacco smoke" issued September 9,  2003  to  Dr.  Cerami,  and Drs. Cerami Hand and Ulrich   and  licensed  to Wellstone on September 14, 1999.  Compounds  in  the  filter  material  include periodate-oxidated  (dialdeyhde)  derivaties  of  the polysaccharides cellulose, starch and agarose.

We intend to sublicense our filter technology to our Wellstone Tobacco Company subsidiary, which will be spun off to shareholders and will attempt to re-enter the market, and  to sell filters directly to manufacturers to be integrated into their own cigarette brands.   

Results of in-house Filter Testing

The patent developers have tested our filter technology in  a biopharmaceuticals  laboratory, using standard cigarette filter material (cellulose acetate) containing the compound.  We have also tested our filter in an FTC testing facility.  These tests indicate that our technology removes a measurable level of harmful substances. Variables such as the mix of tobacco used and manufacturing additives may 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 our 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  a  250 milligram  level  of concentration  in  the  Wellstone filter, a majority of the  nitrosamines  were removed.

Marketing

The U.S. cigarette  market  is  a mature market in which overall consumer demand is expected to continue to decline  over  time.   On  average,  domestic consumption  has  fallen approximately 2 percent per year over the past decade. Numerous  factors  have   contributed   to   this   decline,  including  health considerations,   diminishing   social   acceptance  of  smoking,   legislative limitations on smoking in public places, and  rapidly accelerating costs in the form of increased state tax on cigarettes and settlement cost.

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Even though our filter technology has proven  to  be  effective,  tobacco companies  are  now  prohibited from making any claims around the safety of  an ingredient, filter or  process  utilized  in cigarette manufacturing.  However, because our test marketing indicates that our  package design and product taste is acceptable, management feels that the brand will  be  successful  if  we get consumer trial and are able to maintain adequate distribution channels. We believe that our sales in the first half of 2006 justified management’s assessment of the potential success of the brand. Wellstone did not conduct any formal taste tests, but feedback from smokers indicated that Wellstone cigarettes had high taste acceptance. Unfortunately, Wellstone had to suspend marketing in the third quarter of 2006 due to lack of finances. We do not know when, if ever, we will be able to contin ue marketing and resume sales.

INTERNATIONAL MARKETS; GLYCANEX LICENSE; ACQUISITIONS

Wellstone investigated the  international potentialsuccessfully obtain, develop or enforce any future patent, trademark or our rights in other proprietary technology against third parties, or defend any future patent or other proprietary technology that we hold against invalidity, unenforceability or infringement claims from competitors or other third parties, or defend against a claim of its proprietary compound, especially in Europe, Africa, and Asia where smoking levels are  much higher  than  in  the  United States and Canada. On January 17, 2007, Wellstone entered into a Patent License Agreement with  Glycanex BV, the supplierinfringement of the patented filter compound used  in Wellstone cigarettes. Underintellectual property rights of any third party. The products are relatively easy to copy and reproduce. Our future success will depend on our ability to prevent others from infringing our proprietary rights, as well as our ability to operate without infringing the Patent License  Agreement, Wellstone grantedproprietary rights of others.  We may be required at times to Glycanex an exclusive righttake legal action to protect our proprietary rights and, despite our reasonable efforts, we may be sued for infringing the patent rights of others.  In such case we may need to design our products and methods around third party rights or obtain license(s) from the holders of such rights.  Patent and other intellectual property litigation is costly and, even if we were to prevail, the cost of such litigation could materially and adversely affect our business, operating results and future prospects.

Two  principalU.S. and world economy. The recent tightening of the credit markets, the depression of the real estate market and the recession generally are indicative of a contraction in the U.S. and worldwide economy. Conditions such as inflation, recession, high energy costs, unemployment, changes in interest rates and money supply, changes in the political environment and acts or threats of war or terrorism, and other factors ledbeyond our control may adversely affect our business and our earnings.  These crises are without precedent in recent history and the full effect of them remains unknown.  Moreover, adverse economic conditions may disproportionately affect the footwear market since our products are not a necessity and we depend on rising disposable incomes of our customers to purchase our products.  Therefore, such conditions could weaken demand for our products and negatively impact our ability to provide you with a return on your investment.  Investors must be able and willing to bear an entire loss of their investment.

Requires manufacturersmaterial adverse effect on our ability to report ingredients and harmful constituents and requires the FDA to disclose certain constituent information to the public;

Mandates that manufacturers test and report on ingredients and constituents identified by the FDA as requiring such testing to protect the public health, and allows the FDA to require the disclosure of testing results to the public;

Imposes new health warning requirements on cigarette and smokeless tobacco products;

Imposes new restrictions on the sale and distribution of tobacco products;

Bans the use of “light,” “mild,” “low” or similar descriptors on tobacco products;

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Requires manufacturers to submit to the FDA certain information regarding the health, toxicological, behavioral or physiologic effects of tobacco products;

Prohibits use of tobacco containing a pesticide chemical residue at a level greater than allowed under federal law;

Requires the FDA to establish “good manufacturing practices” to be followed at tobacco manufacturing facilities;

Requires tobacco product manufacturers and certain other entities to register with the FDA (Wellstone has complied with this requirement);

Authorizes the FDA to require the reduction of nicotine (although it may not require the reduction of nicotine yields of a tobacco product to zero) and the reduction or elimination of other constituents;

Imposes significant new restrictions on the advertising and promotion of tobacco products; and

Grants the FDA the regulatory authority to impose broad additional restrictions.

The Tobacco Act also requires establishment of a Tobacco Products Scientific Advisory Committee to provide advice, information and recommendations with respect to the safety, dependence or health issues related to tobacco products, including recommendations on modified risk applications.

The law imposes user fees on certain tobacco product manufacturers in order to fund tobacco related FDA activities. User fees will be allocated among tobacco product classes according to a formula set out in the legislation, and then among manufacturers and importers within each class based on market share.

Compliance costs are not possible to predict and depend substantially on the future requirements imposed by the FDA under the Tobacco Act. Costs, however, could be substantialretain key personnel and could have a material adverse effect on the company’s financial condition, results of operations, and cash flows. In addition, failure to comply with the Tobacco Act and with FDA regulatory requirements could result in significant financial penalties and could have a material adverse effect on theour business, financial condition and results of operationoperations.  Our ability to manage our anticipated growth effectively will require us to continue to develop and improve our operational, financial and other internal systems, as well as our business development capabilities, and to train, motivate and manage our employees.

Cigarettesor outstanding Common Stock. We believe the CEO and his management team are relatively experienced in the field of marketing our products, but there can be no assurance that such experience will result in our success in the anticipated activities. The Chief Executive Officer may resign at any time.  If the Chief Executive Officer was to resign, our business and operations would be adversely affected.

Potential Reduced-Exposure Products

The Tobacco Act authorizesrecipient took the FDAsecurities for investment and not resale, and our company took appropriate measures to develop specific standards for evaluating products that companies intend to promote as reduced exposure or reduced-risk products. Such products would be those, as indicated byrestrict the manufacturer explicitly or implicitly, that present a lower risk of tobacco-related diseases or that are less harmful than other commercially-marketed tobacco products; tobacco products or their smoke that contain a reduced level of a substance or whose use results in a reduced exposure to a substance; or tobacco products that, when smoked, do not contain or are free of a particular substance. The FDA is granted the authority to regulate reduced-exposure and reduced-risk health claims and to ensure that there is a scientific basis for the claims that are permitted.

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Center for Tobacco Products

The FDA established the Center for Tobacco Products to oversee the implementationtransfer of the Act. The Center’s mission, according to the FDA, is to “use the best available science to guide the development and implementation of effective public health strategies to reduce the burden of illness and death caused by tobacco products.” In establishing the Tobacco Product Standards, the FDA expressly must consider “Technical Achievability.” Therefore, when the FDA promulgates the new Tobacco Product Standards, it will require the use of the best available scientifically proven technology to reduce smoking risk.

Management believes the Tobacco Act will favor companies that are first to market with alternatives offering significant reductions in toxins and carcinogens. None of the largest tobacco product manufacturers is known to have a viable product that will meet the new Tobacco Product Standards. This creates a distinct opportunity for companies that have developed better technologies but have not been able to compete effectively against the dominant tobacco product manufacturers. Management believes that Wellstone’s filter technology is ideally suited for the new FDA oversight of tobacco products, and that the FDA is effectively mandating the technology Wellstone has been developing for years. Wellstone plans on submitting its patented Reduced Exposure Filter as the “best available technology” to the FDA.

PRODUCT LIABILITY

securities.

Wellstone had a loss from operationsthe Company was approved by the Board of $ $2,976,678 and $6,044 inDirectors.

LIQUIDITY AND CAPITAL RESOURCES

During  2004,  the  Company  received  $1,500,000  in  exchange  for  a $1,500,000 convertible promissory note, due December 31, 2006.  The note bears interest  at  a  rate  of  4%  per  annum (effective interest rate  of 38%), which accrues and is payable on maturity. This note was not  paid as of December 31, 2009, and the Company lacks funds to pay the note. Wellstone is in discussions with the noteholder  regarding repayment options. Other debt owed to management and to other noteholders totaling $1,696,412 was converted in May and June 2009 into common stock.

Wellstone“going concern” qualification, during that period, no accountant’s report has sourced  suppliers  to manufacture its patented formulation  in commercial quantities. These sources  of  supply  will enable Wellstone to meet all foreseeable market demand for the Wellstone line as well as to supply other manufacturers who may choose to license the product. Because the formulation is unique to Wellstone's product, Wellstone has been required  to specially source manufacturing  to  ensure  that  strict  specifications can be met.  Wellstone intends to use multiple suppliers to ensure a reliable supply.

Our activities to date have been limited to seeking capital; seeking sources of supply and development of a business plan. We do not believe  that conventional financing,  such  as bank loans, is available to us due to these  factors.  The Company will be required  to  engage  in debt or equity transactions to satisfy cash needs over the next twelve months, and Management believes that it will be able  to  raise  the required funds for operations  from  one  or  more  future offerings and to affect  our business plan. However, there can be no assurances to that effect because our  ability  to  raise significant amounts of financing will be dependent on favorable capital markets  and  obtaining a market for our products,  and  other  risks inherent in the business as  discussed  under  the caption "Risk Factors" may af fect the outcome of Management's plans.

This item is not applicable since the Company is a smaller reporting company.

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Wellstone's financial statements are appended to the end of this report and include the following:

Report of  Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31,  2009 and 2008

Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 and the period inception (February 17, 1998)) to December 31, 2009

Consolidated Statements of Cash Flows  for the years ended December 31, 2009 and 2008 and the period inception (February 17, 1998) to December 31, 2009

Consolidated Statement of Changes in Stockholders’ Deficit for the  period inception (February 17, 1998) to December 31, 2009

Notes to Consolidated Financial Statements.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT­ING AND FINANCIAL DISCLOSURE

On November 16, 2009 the Registrant's dismissed its former independent accountant The Blackwing Group LLC ("Blackwing").  The report by Blackwing on the consolidated financial statements of the Registrant dated March 17, 2009, including a balance sheet as of December 31, 2008 and 2007 and the statements of operations, cash flows and statement of stockholders' equity for the years ended December 31, 2008 and 2007 did not contain ancontained any adverse opinion or a disclaimer of an opinion noror was otherwise qualified or modified as to uncertainty, audit scope, or accounting principles.

procedure, which, if not resolved to the satisfaction of the Prior Auditor would have caused it to make reference to the subject matter of the disagreement in connection with its report.  Further, the Company has not been advised by the Prior Auditor that:

On November 16, 2009, the Registrant engaged Larry O'Donnell, CPA, P.C. as its independent auditor. This engagement was approved by the Board of Directors. During the two fiscal years ended December 31, 2008, and the interim period until the engagement of Larry O'Donnell, CPA, P.C.,  the  Registrant  didhas not consultconsulted with Larry O'Donnell, CPA, P.C. onMaloneBailey regarding the application of accounting principles to anya specific transaction, noreither completed or proposed, or the type of audit opinion that might be rendered on the Registrant'sCompany’s financial statements.  Further, Larry O'Donnell, CPA, P.C.statements, nor did notMaloneBailey provide anyadvice to the Company, either written or oral, advice that was an important factor considered usby the Company in reaching a decision as to any suchthe accounting, auditing or financial reporting issue. Further, during the Company’s two most recent fiscal years or subsequent interim period through March 24, 2011, the Company has not consulted with MaloneBailey on any matter beingthat was the subject of a disagreement or "reportable event" or any other mattera reportable event.

On February 16, 2010 the Registrant dismissed its former independent accountant Larry O'Donnell, CPA, P.C.  Larry O'Donnell, CPA, P.C. did not audit any financial statements of the Registrant.  During the period covered by the financial statements through the date of dismissal of the former accountant, there were no disagreementswhich was filed with the former accountantSecurities and Exchange Commission on any matterMarch 25, 2011.