UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

________________________

FORM 10-K

~~[x]~~(Mark One)

~~Annual~~xANNUAL ~~Report~~REPORT ~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~SECURITIES

~~For~~EXCHANGE ~~the~~ACT ~~fiscal~~OF ~~year ended December 31, 2009~~1934

[For ]the fiscal year ended December 31, 2010

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

o 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: 0000-28161

~~WELLSTONE FILTER SCIENCES~~ AURI, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware 33-0619264

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

1200 Coast Highway, Laguna Beach, California	92651
(Address of principal executive offices)	(Zip Code)
(949) 793-4045
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Name of Each Exchange on Which Registered
None	N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001

~~(State~~Indicate orby ~~other~~check ~~jurisdiction~~mark ofif ~~incorporation~~the orregistrant ~~organization) (I.R.S.~~is ~~Employer~~a ~~Identification~~well-known Noseasoned issuer, as defined in Rule 405 of the Securities Act.) Yes o No x

~~710~~Indicate ~~Market~~by ~~Street,~~check ~~Chapel~~mark ~~Hill,~~if ~~North~~the ~~Carolina 27516~~registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (~~Address~~1) has offiled ~~principal~~all ~~executive~~reports ~~offices~~required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~Code~~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 o

~~Registrant's~~Indicate ~~telephone~~by ~~number~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~including~~if ~~area~~any, ~~code:~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~919~~§ 232.405 of this chapter) ~~370-4408~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

~~Securities~~Indicate ~~registered~~by check mark if disclosure of delinquent filers pursuant to ~~Section~~Item 12405 of Regulation S-K (b§ 229.405) ofis not contained herein, and will not be contained, to the ~~Act: None~~ 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. o

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether ~~12(g)~~the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of ~~the~~“large ~~Act: Common~~accelerated ~~Stock~~filer,” ~~par~~“accelerated ~~value~~filer” $and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~001~~ (check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ifAccelerated ~~the~~filer ~~registrant~~o ~~is a well~~Non-~~known~~accelerated ~~seasoned~~filer ~~issuer,~~o asSmaller ~~defined~~reporting incompany ~~Rule 405 of the Securities Act. YES NO X~~ x

Indicate by check mark ifwhether the registrant is ~~not~~a ~~required~~shell tocompany ~~file~~(as ~~reports~~defined ~~pursuant~~in toRule 12b-2 ~~Section 13 or 15(d)~~ of the Act). ~~YES NO X~~ Yes o No x

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of ~~the~~Common ~~registrant~~Stock ~~(1)~~held ~~has filed all reports required to be filed~~ by ~~Section~~non-affiliates 13as ~~or 15(d)~~ of June ~~the~~30, ~~Securities~~2010 ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant~~ was ~~required~~$1,903,553. ~~to file such reports) and~~ (21) ~~has been subject to such filing requirements for the past 90 days. YES X NO~~

~~Indicate~~Number byof ~~check~~shares ~~mark~~of ~~whether~~Common ~~the~~Stock ~~registrant~~outstanding ~~has~~as ~~submitted~~of ~~electronically~~March ~~and posted on its corporation Web site~~31, if2011: ~~any~~ 87, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). __ 551,580

~~Indicate~~DOCUMENTS byINCORPORATED ~~check~~BY mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 ]REFERENCE

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934._________

~~Large~~(1) ~~accelerated~~Excludes ~~filer~~74,516,048 [shares ~~] Accelerated~~of ~~filer~~common [stock ]held ~~Non-accelerated~~by ~~filer~~directors [and ]officers, ~~Small~~and ~~reporting~~any ~~company~~stockholder [whose Xownership ]exceeds five percent of the shares outstanding as of June 30, 2010.

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

~~Yes [ ] No [ X~~Fiscal ]Year 2010 10-K Annual Report

~~State~~Table ~~issuer's~~of ~~revenues for its most recent fiscal year: None~~Contents

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2009 was $133,632 based on 93,551,580 shares outstanding on that date, of which 74,461,273 shares are owned by affiliates, and the last sale price of $.07.

	PART I
Item 1	Business
Item 1A	Risk Factors
Item 1B	Unresolved Staff Comments
Item 2	Properties
Item 3	Legal Proceedings
Item 4	[Removed and Reserved]

	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6	Selected Financial Data
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A	Quantitative and Qualitative Disclosures About Market Risk
Item 8	Financial Statements and Supplementary Data
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A	Controls and Procedures
Item 9B	Other Information

	PART III
Item 10	Directors, Executive Officers and Corporate Governance
Item 11	Executive Compensation
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13	Certain Relationships and Related Transactions, and Director Independence
Item 14	Principal Accountant Fees and Services

	PART IV
Item 15	Exhibits and Financial Statement
	Schedules
Signatures

~~The number of shares outstanding of the issuer's classes of Common Stock as of April 13, 2010~~i

Common Stock, $.001 Par Value – 93,551,580 Shares

DOCUMENTS INCORPORATED BY REFERENCE - NONE

PART I

~~Item~~In 1this Annual Report, the terms “we”, “us”, “our”, “Company”, “Auri”, and “Auri Design Group, LLC” and “Auri” refer to Auri, Inc. (formerly known as Wellstone Filter Sciences, Inc.), and our wholly owned subsidiary, Auri Footwear, Inc. (which was formed in February 2011 for the purpose of effecting the Reverse Merger, as described below) This Annual Report contains forward-looking statements that involve risks and uncertainties. The inclusion of forward-looking statements should not be regarded as a representation by us or any other person that the objectives or plans will be achieved because our actual results may differ materially from any forward-looking statement. The words “may,” “should,” “plans,” “believe,” “anticipate,” “estimate,” “expect,” their opposites and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. We caution readers that such statements are not guarantees of future performance or events and are subject to a number of factors that may tend to influence the accuracy of the statements, including but not limited to, those risk factors outlined in the section titled “Risk Factors” as well as those discussed elsewhere in this Annual Report. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Annual Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports that we file from time to time with the Securities and Exchange Commission (“SEC”) after the date of this Annual Report.

~~DESCRIPTION~~In OFaddition, ~~BUSINESS~~we own or have rights to the registered trademark Auri®. All other company names, registered trademarks, trademarks and service marks included in this Annual Report are trademarks, registered trademarks, service marks or trade names of their respective owners.

~~When used in this Form 10-K, the words "expects," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements~~Item1. 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-K. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed by the Company subsequent to this Annual Report on Form 10-K and any Current Reports on Form 8-K filed by the Company.BUSINESS

~~Background~~Corporate Structure

~~Wellstone~~We ~~Filters,~~are ~~LLC~~a ~~("Wellstone~~Delaware ~~LLC")~~holding ~~was~~company ~~founded~~that inowns ~~February,~~all ~~1998 by Dr. Carla Cerami Hand at Cerami Consulting Company. Cerami Consulting Corp was investigating the negative health impact~~ of ~~cigarette smoking. As an outgrowth of this work, Cerami Consulting decided to investigate~~ the ~~possibility of~~ ~~developing~~issued aand ~~filter~~outstanding ~~technology that~~capital ~~would~~stock ~~remove carcinogens without impacting flavor. As a result~~ of ~~their~~Auri ~~research~~Footwear, ~~Cerami Consulting filed~~ ~~for U~~Inc.~~S. and international patents on the technology and licensed it and related patents to Wellstone LLC for potential commercialization. Two U.S. patents have been issued (1) U.S. Patent 6~~,~~119,701: filed - Feb 13,~~ ~~1998:~~a ~~issued-~~California ~~September~~corporation ~~19, 2000: valid until 2018 and~~ (2“Auri”) U.S. As ~~patent~~discussed 6below,~~615,842: filed-June 26, 2000:~~ ~~issued-September 9, 2003: valid until 2020). International patents are~~in ~~pending. The patents are~~connection ~~held~~with ~~by Cerami Consulting, however~~ the ~~Company~~Reverse ~~has the perpetual~~Merger, ~~exclusive~~Auri ~~worldwide rights to~~acquired the ~~use~~business ~~and commercialization~~ of ~~the~~Auri ~~patents~~Design ~~and~~Group, ~~the technology related to the patents~~LLC. ~~The Company sublicensed the technology outside the United States in January 2007.~~

OnOur 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 incurrently ~~cancellation of debt. As~~trades aon ~~result of~~ the ~~merger, the former members of~~ ~~Wellstone~~OTC ~~LLC~~Bulletin ~~acquired a majority of the outstanding shares of~~Board ~~Farallon. Accordingly, the combination has been accounted for as a reverse acquisition,~~ under ~~which, for accounting purposes, Wellstone LLC is~~ the ~~accounting~~symbol ~~acquiror, and Farallon Corporation is accordingly the accounting acquiree~~WFSN. ~~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~~OB. ~~Farallon~~ From ~~Corporation,~~May ~~incorporated~~2003 ~~in 1994, subsequently changed its name~~ to ~~Wellstone~~June ~~Filters~~29, ~~Inc and Wellstone LLC became a wholly-owned subsidiary of Wellstone Filters~~2006, ~~Inc. References~~our tocommon ~~Wellstone~~stock ~~refer~~traded tounder the ~~combined~~symbol ~~entity~~WFLT. ~~On January 5, 2005, Wellstone created a wholly-owned subsidiary operating company, Wellstone Tobacco, Inc~~OB.~~, a North Carolina corporation. All of the tobacco sales operations have been conducted through Wellstone Tobacco, Inc.~~

~~Wellstone~~Our ~~tested the filter~~principal ~~technology~~executive inoffices ~~small~~are ~~manufacturing~~located ~~batches.~~at ~~Wellstone~~1200 ~~held~~N. ~~discussions~~Coast ~~with~~Highway, ~~several~~Laguna ~~major~~Beach, ~~manufacturers~~California ~~for~~92651. ~~licensing~~The ortelephone ~~supply~~number ~~contracts,~~of ~~but~~our noprincipal ~~contracts~~executive ~~have~~offices ~~been~~is ~~entered~~(949) 793-4045, ~~into~~and ~~nor~~our ~~are~~main ~~any~~corporate ~~currently~~website ~~under~~is ~~negotiation~~www. ~~All~~aurifootwear.com. ~~testing~~The ~~performed~~information on, ~~the~~or ~~filter~~that ~~technology~~can ~~prior~~be toaccessed ~~and~~ through ~~December 31~~, ~~2005~~our ~~was~~website ~~for~~is ~~developmental purposes only~~not ~~and~~part ~~in the third quarter~~ of ~~2005~~this ~~Wellstone~~Current ~~shipped product to Central and South America for promotional and consumer trial purposes only~~Report.

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

On February 14, 2011, we entered into a Merger Agreement and Plan of Reorganization with Auri Design Group, LLC and its members, pursuant to which Auri Design Group, LLC merged with and into Auri, our wholly owned subsidiary, and we issued to the members of Auri Design Group, LLC, an aggregate of 59,735,360 shares of our common stock (representing 68.3% of our issued and outstanding common stock) in exchange for such members transfer of all of their membership interests in Auri Design Group, LLC to Auri. Also in connection with the Reverse Merger, two of the Company’s stockholders cancelled a total of 74,540,834 shares of common stock and two of the Company’s other stockholders placed an aggregate of 5,385,804 share of our common stock in escrow pending the satisfactory completion of a private placement.

~~Wellstone~~Name 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.Change

~~The~~On ~~Wellstone~~March ~~brand of cigarettes are lower in toxins~~25, ~~yet~~2011, we ~~believe,~~filed doa ~~not~~Definitive ~~compromise~~Schedule ~~the~~14C ~~pleasurable~~with ~~effects~~the ofSEC ~~smoking.~~and ~~Wellstone's~~commenced ~~strategic~~mailing ~~plan~~the asSchedule ~~well~~14C asto ~~its~~our ~~philosophy~~stockholders isof ~~based~~record on ~~two~~March ~~assumptions: first~~7, ~~quitting~~2011. The ~~smoking~~Schedule ~~can~~14C berelates ~~difficult~~to ~~and~~a ~~second,~~change ~~smokers~~in doour ~~not~~name ~~appear~~from toWellstone ~~focus~~Filter onSciences, ~~cigarette tar levels~~Inc. In ~~2002, according~~ to ~~industry~~Auri, ~~reports~~Inc., ~~64%~~which ofwas ~~all~~approved ~~cigarettes~~by ~~sold~~our inBoard ~~the~~of ~~United~~Directors ~~States~~and ~~were~~consented ~~high~~to inby ~~tar.~~stockholders ~~Wellstone~~owning ~~believes~~in ~~that~~excess ~~part~~ of ~~the~~a ~~reason~~majority ~~smokers~~of ~~prefer~~our ~~high~~outstanding ~~tar~~common ~~cigarettes~~stock. The isname ~~because~~change ofbecame ~~taste.~~effective ~~Wellstone's~~on ~~goal~~April is14, to2011, ~~reduce~~twenty ~~tar~~(20) ~~and~~days ~~certain~~after ~~associated~~we ~~carcinogens~~commenced ~~without~~mailing ~~affecting~~ the ~~cigarettes'~~Schedule ~~taste.~~14C Weto ~~believe~~our ~~smokers will try Wellstone for its lower price, and come back for its taste~~stockholders.

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, and 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~~Based ~~Developments~~in Laguna Beach, California, we design and market Auri-branded contemporary footwear for men and women in several unique styles. Our men’s line consists of both causal/sport shoes and fashion/dress shoes and an array of sandals, while our new women’s line, which debuted in February 2011, consists of an assortment of high-heel designs and flats. It is anticipated that our Fall 2011 women’s line will also include boots, wedges and platforms. With respect to both our men’s and women’s’ lines, as discussed in greater detail below, our footwear is crafted with full grain and Italian leathers and hand burnished finishes, and incorporate the seamless fusion of next level technologies including active suspension systems, compression control and anti-fatigue, removable foot beds, Outlast® temperature regulating linings, Liquicell® ultra-thin liquid-filled interface technology, and encapsulated gel technologies, for what we believe is unparalleled performance and comfort. Our innovative design philosophy and solid business fundamentals earned Auri the no. 8 spot on Forbes Magazine’s 2009 “America’s Most Promising Companies” list and we were the only footwear, fashion or apparel brand to make the list.

~~Wellstone~~Industry ~~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.Markets

~~Section~~The ~~904(a)(1)~~US offootwear ~~the~~industry ~~act~~generates ~~requires~~over ~~each~~$50 ~~tobacco~~billion 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~~annual ~~brand~~retail ~~and subbrand~~sales. ~~For~~This ~~tobacco~~is ~~products~~larger ~~not~~than on the ~~market~~revenue as of ~~June 22, 2009, section 904(c)(1) requires that~~ the ~~list~~entire ofUnited ~~ingredients~~States besmart-phone ~~submitted at least 90 days prior to delivery for introduction into interstate commerce~~industry. ~~Section~~The ~~904(c)~~US offootwear ~~the~~industry ~~act~~consists ~~also requires submission~~ of ~~information~~about ~~whenever~~100 ~~any~~manufacturers, ~~additive~~1,500 orwholesalers, ~~the~~and ~~quantity of any additive~~30,000 isretail ~~changed~~outlets.

4The retail segment includes owners of large chains and thousands of small local retailers. The retail segment is highly concentrated: the largest 50 chains hold about 80 percent of the market. Many shoe companies operate in both the wholesale and retail segments. Major product segments are athletic shoes, women’s shoes, and men’s shoes. Athletic shoes account for about 30 percent of the retail market, women’s casual and dress shoes for 25 percent, men’s casual and dress shoes for 15 percent, and miscellaneous for the remainder. On-line retail sales are expected to be a continued growth avenue for all segments.

~~Section~~Product ~~904(a)(4)~~Design 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.”~~ Development

~~Section~~Our ~~905(b)~~principal ofgoal ~~the~~in ~~act~~product ~~requires~~design ~~that~~is ~~“every~~to ~~person~~generate ~~who~~new ~~owns~~and orexciting ~~operates~~men’s ~~any~~and ~~establishment~~women’s infootwear, ~~any~~is ~~State~~to ~~engaged~~bring in the ~~manufacture,~~best ~~preparation~~in materials, ~~compounding~~design and technology, orand ~~processing~~fuse ofthese aattributes ~~tobacco~~with ~~product~~trend-right orcontemporary ~~tobacco~~style, ~~products”~~performance ~~register~~and ~~with~~comfort, ~~FDA~~presenting the ~~name,~~highest ~~places~~level of ~~business~~tactile, aesthetic and ~~all~~functional ~~establishments~~qualities ~~engaged~~available. We inare ~~these~~positioning ~~activities~~our ~~owned~~fashionable orfootwear ~~operated~~as bya ~~that~~value ~~person. Section~~based ~~905(i)(1)~~proposition ofin ~~the~~higher ~~act~~end ~~requires~~retailers, ~~that~~targeting ~~all~~men ~~registrants~~and ~~“shall,~~women atin ~~the~~their ~~time~~late of20s ~~registration~~to .early 50s. .With ~~file~~respect ~~with~~to ~~[FDA]~~both aour ~~list~~men’s ofand ~~all~~women’s ~~tobacco~~lines, ~~products~~our ~~which~~footwear ~~are~~is ~~being~~crafted ~~manufactured,~~with ~~prepared,~~Italian ~~compounded,~~leathers orand ~~processed~~rich bysuede, ~~that~~with ~~person~~hand ~~for~~burnished ~~commercial~~and ~~distribution~~hand stitched finishes,” ~~along~~that ~~with~~incorporate ~~certain~~the ~~accompanying~~seamless ~~information,~~fusion ~~including~~of ~~all~~next ~~labeling.~~level Intechnologies ~~addition,~~including ~~section~~active ~~905(i)(3)~~suspension ofsystems, ~~the~~compression ~~act~~control ~~requires~~and ~~that~~anti-fatigue, ~~certain~~removable ~~changes~~foot inbeds, ~~the~~Outlast® ~~product~~temperature ~~list~~regulating belinings, ~~submitted~~Liquicell® ~~biannually.~~ultra-thin ~~Wellstone~~liquid-filled ~~has~~interface ~~completed~~technology, ~~this~~and ~~registration~~encapsulated ~~process~~gel technologies, for ~~its~~what ~~Wellstone~~we ~~Filters~~believe ~~brand~~is unparalleled performance and comfort.

AtWe ~~this~~incorporate ~~time~~innovative materials into our footwear, ~~the~~including ~~FDA~~Outlast® ~~intends~~temperature toregulating ~~enforce~~linings. ~~the~~Originally ~~ingredient~~developed ~~listing~~for ~~requirements~~NASA for space exploration suites, ~~the~~this ~~tobacco~~lining ~~health~~has ~~document~~been ~~submission~~engineered ~~requirements~~for use in our footwear for optimal temperature balance, as less heat means less sweat and ~~the~~more ~~tobacco~~comfort. ~~product~~In ~~manufacturer~~addition, orwe use ~~importer~~moisture-wicking, ~~registration~~antimicrobial, ~~requirements~~and odor absorption functionality in our lining materials and our patent-pending “Active Suspension System” works in concert with ~~respect~~multi-layer ~~to:~~foot beds featuring Liquicell® ultra-thin liquid-filled interface technology, and encapsulated gel technologies which provide compression control and deliver anti-fatigue support.

·We are positioning our fashionable footwear as a value based proposition in higher end retailers, targeting men and women in their late 20s to early 50s, representing both the Generation-X (29 to 41 years of age) and Generation-Jones (42 to 53 years of age), as we believe these groups are comprised of individuals who are trend setting and fashion conscious, desire to look and feel young, and have the necessary disposable income. We believe the Auri brand and products are designed to successfully take market share from the major comfort, fashion and luxury brands. Responding to the dearth of fashionable footwear brands that successfully integrate performance and comfort, into contemporary, trend-right and value-based footwear, Auri leverages advances in materials and design protocols that allow its forward-thinking designs to be seamlessly fused into fashionable styles and silhouettes. This presentation of functional technology, old world craftsmanship and contemporary design, is delivered at a value-based price point, targeting the Gen Jones and peripheral generations with mid to upscale footwear products for both men and women.

~~manufacturers and importers of cigarettes, smokeless tobacco, and roll-your-own tobacco for consumer use; and~~2

·Our design team brings award winning footwear experience with highly innovative concepts and successes. Our lead technical designer graduated top of his class at Boston’s Wentworth Institute of Technology. His first shoe design went straight into production and after a stint at Le Coq Sportif, he was engaged by New Balance, where one of his first designs sold over 2.5 million pairs in its very first year. Our lead fashion designer is a graduate of FIDM-LA focusing on footwear design and was mentored by the legendary Fred Slatton of 1970s platform fame. She is extremely knowledgeable in all aspects of materials, trend tracking and design and has created numerous runway shoes, including those for Mercedes Benz Fashion Week projects.

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.Sourcing

~~The~~ We ~~failure~~do tonot ~~provide~~own ~~any~~or ~~information~~operate ~~required~~any bymanufacturing ~~section~~facilities. ~~904~~Instead, iswe asource ~~prohibited~~our ~~act~~products ~~under~~directly ~~section~~or ~~301(q)(1)(B)~~indirectly ofthrough ~~the~~independently-owned ~~act~~manufacturers ~~(21~~in UChina.~~S.C.~~ These §partners ~~331(q)(1)(B)).~~manufacture Inour ~~addition~~products, ~~under~~based ~~section~~on ~~903(a)(10)~~our ofdesigns, ~~the~~utilizing ~~act,~~their ~~tobacco~~specialized ~~products~~expertise ~~are~~and ~~deemed~~equipment. ~~misbranded~~All ~~for~~partners amanufacture ~~“failure~~quality, orname-brand ~~refusal~~footwear, .including .Hugo Boss, Clarks, Guess and Kenneth Cole. toWe ~~comply~~contract with ~~any~~a ~~requirement~~third ~~prescribed~~party ~~under~~representative ~~section~~of ~~904~~the .Chinese .manufacturing .partners .”which 21representative ~~U.S.C.~~generally §requires ~~387c(~~a~~)(10).~~ ~~Violations~~30% ~~relating~~prepayment toof ~~section~~product ~~904(a)(4)~~cost ~~are~~some ~~subject~~time tobefore ~~regulatory~~shipment from China and ~~enforcement~~the ~~action~~remaining by70% ~~FDA,~~at ~~including~~time ~~seizure~~of ~~and~~shipment ~~injunction~~FOB China. We ~~Wellstone~~do ~~has~~not ~~also~~have ~~complied~~any long-term contracts with ~~the~~any ~~requirements~~of our manufacturers; however, we have long-standing relationships with many of ~~Section~~our ~~904.~~manufacturers and believe our relationships to be good.

~~Because~~Our ~~Wellstone~~distribution ~~has developed packaging materials~~ and ~~tobacco~~logistics ~~blends~~are ~~for~~outsourced to a ~~full~~3PL ~~line~~located ~~of cigarettes~~ in ~~addition~~Southern ~~to having developed separately its proprietary filter technology, the company falls under both categories of filing requirements under sections 904 and 905~~California.

~~However,~~We ~~the~~believe ~~filing~~we ~~requirements~~have ~~are~~sufficient ~~substantially~~manufacturing ~~dissimilar~~sources ~~for~~available ~~the~~to ~~tobacco~~meet ~~cigarette~~our current and future production requirements in the ~~Wellstone~~event ~~filter.~~we Inare ~~addition~~required to ~~their~~change ~~dissimilar~~current ~~composition,~~manufacturers ~~the~~or ~~Wellstone~~current ~~cigarette~~manufacturers isare ~~produced~~unavailable onto afulfill ~~contract~~our ~~basis~~production byneeds ~~outside~~however, ~~entities~~there can be no assurance that, ~~while~~in the ~~Wellstone~~event ~~filter~~we isare arequired ~~proprietary~~to ~~product~~change our current manufacturers, alternative suppliers will be available on terms comparable to our existing arrangements.

~~Moreover,~~ In advance of the ~~Tobacco~~fall ~~Control~~and ~~Act~~spring ~~treats~~selling ~~the~~seasons, ~~regulation~~we ofwork ~~Modified~~with ~~Risk~~its ~~Tobacco~~manufacturers ~~Products~~to ~~(MRTP)~~develop ~~differently~~product prototypes for ~~the~~industry ~~two~~tradeshows. ~~categories~~During ofthis ~~product.~~process, ~~Section~~the ~~911~~Company ofworks with the ~~act~~manufacturers to determine production costs, asmaterials, ~~amended~~break-even byquantities and component requirements for new styles. Based on indications from the ~~Tobacco~~tradeshows ~~Control~~and ~~Act,~~initial ~~states~~purchasing commitments from wholesalers, inthe ~~pertinent~~Company ~~part:~~will place production orders with the manufacturers.

~~(a)~~Advertising Noand ~~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.~~Marketing

~~(d)~~As ~~Any~~an ~~person~~early ~~may~~stage ~~file~~company ~~with~~we determined it was most effective to showcase our products to footwear buyers in the ~~Secretary~~United States by exhibiting at leading trade shows. For the 2011 season, we have exhibited at MR in New York, FN Platform in Las Vegas, The Atlanta Shoe Market and Sole Commerce/Coterie in New York (which is an ~~application~~invitation ~~for~~only ashow ~~modified~~where ~~risk~~approximately ~~tobacco~~26,000 ~~product.~~footwear .buyers attended). .

~~Section~~In ~~911(g)~~addition, ~~provides~~we ~~the~~are ~~criteria~~in ~~under which~~ the ~~Agency~~process ~~determines~~of ~~whether~~launching ~~to issue an order that~~ a ~~MRTP~~comprehensive ~~may~~on-line beand ~~commercially~~social ~~marketed.~~media ~~The~~marketing ~~Tobacco~~campaign ~~Control~~for ~~Act~~the ~~provides~~2011 ~~that~~season, ~~within~~with ~~two~~an ~~years~~updated ~~and~~website, ~~nine~~a ~~months~~Facebook ~~of its enactment~~presence, ~~the~~active ~~Agency~~Twitter ~~shall~~updates ~~issue~~and ~~regulations~~designers’ orcorner ~~guidance~~blog ~~regarding MRTP applications,~~ and ~~those~~placement ~~regulations~~in ormajor ~~guidance~~fashion ~~shall~~magazines ~~“establish~~in ~~a reasonable timetable for~~ the ~~Secretary~~third toand ~~review~~fourth anquarters ~~application~~of ~~under~~2011, ~~this~~to ~~section.”~~coincide ~~(See~~with ~~section~~both 6tradeshows ofand the ~~Tobacco~~product ~~Control~~roll ~~Act~~outs ~~and~~to ~~section~~Nordstrom ~~911(l)~~and ofother ~~the~~key ~~FDCA~~retail ~~as added by the Tobacco Control Act~~partners.)

~~The~~With ~~MRTP~~respect ~~application~~to ~~procedure~~viral inmedia, ~~section~~a ~~911(d)~~high oflevel, ~~the~~professionally ~~FDCA~~directed, ~~provides~~written ~~that~~and ~~the~~acted ~~application~~Auri ~~must~~brand ~~contain:~~video awas ~~description~~recently ofproduced ~~the product~~ and ~~any~~debuted ~~proposed~~at ~~advertising and labeling;~~ the ~~conditions~~end ~~for using the product; the formulation~~ of ~~the~~January ~~product;~~2011. ~~sample~~This ~~product~~2 ~~labels~~minute ~~and~~brand ~~labeling;~~video ~~all~~launched ~~documents~~towards ~~related~~both toconsumer ~~research~~platforms ~~findings~~(Facebook, ~~both~~YouTube, ~~favorable~~Daily ~~and non-favorable~~Candy, ~~relating~~fashion toblogs ~~the~~and ~~effect~~fashion ~~of the product~~ on ~~tobacco~~-~~related~~line ~~diseases~~magazines ~~and health–related conditions; and data and information on actual consumer use~~etc. ~~Section 911(e~~), ofas ~~the~~well ~~FDCA~~as ~~provides~~directly ~~that~~targeting the ~~Agency~~trade ~~make~~and ~~the~~buyers ~~MRTP~~of ~~applications~~fashion ~~available~~and ~~for~~footwear ~~public~~through ~~comment.~~direct ~~Section~~email ~~911(f)~~campaigns, offashion ~~the~~banner ~~FDCA~~ads, ~~requires~~and ~~that~~large anscale ~~MRTP~~tradeshow ~~application~~attendee belist ~~referred~~campaigns tothroughout the ~~Tobacco~~first ~~Products~~4 ~~Scientific~~months ~~Advisory~~of ~~Committee~~2011 ~~for~~to ~~review~~coincide ~~and~~with ~~that~~both the ~~committee~~brands ~~report~~roll-out ~~its~~into ~~recommendations~~Nordstrom toand the ~~Agency~~trade ~~within~~show ~~60 days of the referral~~season. ~~The FDC states in its official commentary:~~

5Within the footwear industry, new brands typically need to launch initially through the many single store independent retailers before gaining acceptance within the larger chain store community. Auri Footwear initially targeted and is still entering into the top and most well known independents in the country and is now being tested by Nordstrom as the brand begins to build momentum and acceptance.

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.3

~~The Tobacco and Cigarette Industry~~Distribution

~~Annual U~~ We currently distribute our footwear through the following wholesale distribution channels: department stores, specialty stores and independent retailers, as well as internet retailers (including from our own internet website).~~S sales~~ Initially, when we first launched our men’s line, we targeted and successfully opened over 100 of ~~cigarettes~~ the best independent retailers in ~~2007 were 348 billion. Approximately~~ ~~43.1~~the ~~million~~country, ~~(18.3%)~~including; Fred Segal Feet on Melrose, Gary’s of ~~Americans~~Newport ~~smoke~~Beach, ~~(National~~John ~~Center~~Craig ~~for~~@ ~~Health~~The ~~Statistics)~~Ritz Carlton, ~~according~~Patrick toJames ;- ~~worldwide~~Carmel, ~~the~~Ascot ~~figure~~Shop is- ~~estimated~~La toJolla, beAndrisen ~~1.5~~Morton ~~billion~~- ~~people.~~Denver, The ~~market~~Tannery ~~share~~– ofCambridge, Rubensteins ~~five~~- ~~major~~New UOrleans, , Butch Blum – Seattle, Harry’s – NYC & Gian Marco – Baltimore, as well as on-line retailers Nordstrom.Scom, Gilt Group, Piperlime and Amazon. We ~~cigarette~~recently ~~manufacturers~~gained market acceptance within the larger chains and have received purchase orders to roll out into Nordstrom’s, with a 10 door Spring 2011 launch for our women’s collection, which debuted in ~~2008~~March 2011. ~~was~~Management ~~estimated~~anticipates a Bloomingdales test of men’s Spring-11 as ~~follows:~~the brand continues to build momentum and entrance into these larger retailers.

U.S. MARKET SHARE (to nearest 1%)
Altria (Phillip Morris Cos., Inc.)	51%
Reynolds American (RJ Reynolds)	28%
Lorillard	11%
Imperial Tobacco (Commonwealth)	4%
Liggett & Meyers	1%
Total	95%

Intellectual Property Rights

~~Filters~~We have registered trademarks for the “Auri” brand name in the United States, Canada and 27 EU countries, including Germany, Spain, UK, Italy, Belgium, Sweden, Portugal, Ireland, Greece, France and The Netherlands, with China currently in the process of registration.

~~Almost~~We ~~all~~also ~~cigarettes~~have ~~sold~~three ~~are~~design ~~filtered. Worldwide,~~patents ~~about~~and ~~90-95%~~pending ofutility ~~sold~~patent ~~worldwide~~applications ~~are filtered. Four types of material are used~~ in ~~filters: cellulose acetate (68%), polypropylene (21% primarily~~the inUnited ~~China) pure cellulose~~States. ~~(less~~We ~~than~~regard ~~1%),~~our ~~and~~intellectual ~~granular~~property ~~additive filters such~~ as ~~activated~~valuable ~~charcoal~~assets ~~(1%). Activated~~and ~~charcoal~~believe ~~filters~~that ~~are~~they ~~efficient, having been proven to reduce carcinogenicity. However, activated carbon filters also remove much of the taste and nicotine, and~~ have ~~probably~~significant ~~not~~value ~~become~~in ~~more popular due to this reason. In management's opinion,~~ the ~~development~~marketing of ~~"safe"~~our ~~or "safer" cigarettes has been slow due to three factors~~products. ~~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~~vigorously ~~this~~protect isour nolicensed ~~longer~~trademark aagainst ~~factor due to overwhelming consensus that smoking is unhealthy, and the 1998 settlement between the state governments and the tobacco companies~~infringement.

~~Second~~Despite our efforts to safeguard and maintain our intellectual property rights, anwe ~~effective~~cannot ~~filter~~be ~~(such~~certain asthat ~~activated~~we ~~charcoal)~~will ~~also~~be issuccessful ~~likely~~in tothis ~~remove~~regard. Furthermore, we cannot be certain that ~~substance~~our licensed trademark, products and promotional materials or other intellectual property rights do not or will not violate the intellectual property rights of others, that our intellectual property would be upheld if challenged, or that we would, in ~~tobacco~~such ~~smoke~~an ~~which~~event, ~~makes~~not ~~smoking~~be aprevented ~~pleasurable~~from using our trademarks or ~~addictive~~other ~~habit~~intellectual -property ~~nicotine~~rights. Such claims, if proven, could materially and adversely affect our business, financial condition and results of operations. In addition, although any such claims may ultimately prove to be without merit, the necessary management attention to and legal costs associated with litigation or other resolution of future claims concerning trademarks and other intellectual property rights could materially and adversely affect our business, financial condition and results of operations.

~~Third,~~ The ~~until~~laws ~~Wellstone~~of ~~was~~certain ~~introduced,~~foreign ~~any~~countries ~~perceived~~do ~~safer~~not ~~cigarette,~~protect intellectual property rights to the same extent or ~~PREP~~in ~~(perceived~~the ~~reduced~~same ~~exposure~~manner ~~product)~~as ~~did~~do ~~not~~the ~~lead~~laws of the United States. Although we continue to aimplement ~~pleasant~~protective ~~smoking~~measures ~~experience~~and intend to defend our intellectual property rights vigorously, these efforts may not be successful or the costs associated with protecting our rights in certain jurisdictions may be prohibitive. We ~~believe~~From ~~that~~time to time we may discover products in the ~~Wellstone~~marketplace ~~filter~~that ~~provides~~are acounterfeit ~~unique~~reproductions ~~smoothness~~of our products or that otherwise infringe upon intellectual property rights held by us. Any future actions taken by us to establish and ~~rich~~protect ~~flavor~~our trademarks and other intellectual property rights may not ~~found~~be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as violating trademarks and intellectual property rights. If we are unsuccessful in challenging a third party’s products on the basis of infringement of our intellectual property rights, continued sales of such products by that or any other ~~PREP~~third party could adversely impact the Auri brand, result in the shift of consumer preferences away from our products and generally have a material adverse effect on our business, financial condition and results of operations.

6Competition

~~Cigarette~~Competition ~~manufacturers~~in ~~produce~~the footwear industry is intense. Although we believe that we do not compete directly with any single company with respect to its entire range of products, our products compete with other branded products within their ~~own~~product ~~filters~~category as well as with private label products sold by retailers, orincluding ~~purchase~~some ~~from~~of ~~outside~~our ~~manufacturers~~customers. Many of our competitors have greater financial, ~~principally~~distribution ~~Filtrona~~or ~~Richmond~~marketing resources than we do, ~~Inc~~as well as greater brand recognition. Important elements of competition in the footwear industry include:

~~Another~~• ~~device~~anticipating ~~used~~and responding to ~~enhance~~changing ~~filter~~consumer ~~performance~~demands isin toa ~~make~~timely ~~perforations~~manner; ~~around~~• ~~the~~maintaining ~~base~~brand ofreputation ~~the~~and ~~filter~~authenticity; ~~for~~• ~~ventilation. The~~developing ~~introduction~~high ofquality ~~air~~products ~~dilutes~~that ~~the~~appeal ~~smoke,~~to ~~but~~consumers; ~~this~~• ~~device~~appropriately ~~can~~pricing beproducts; ~~circumvented~~• byproviding ~~the~~strong ~~smoker~~and byeffective ~~covering~~product ~~the~~marketing ~~perforations~~support; ~~with~~• ~~the~~ensuring ~~fingers~~product availability; and • maintaining and effectively accessing our distribution channels.

~~Harmful Components of Tobacco Smoke~~4

~~Tobacco~~ Our ~~smoke~~men’s isline ~~comprised~~primarily ofcompetes ~~atmospheric~~with the Naturalizer®, EasySpirit®, Munro America® and ~~other~~Ros ~~gases~~Hommerson® brands, ~~particulate~~as ~~matter~~well as with retailers’ private label footwear Sofft®, Born® and ~~hundreds~~ECCO® ofbrands. ~~chemical~~Cole-Haan®, ~~compounds~~Johnston Murphy® and Allen Edmonds® brands. ~~Tar~~ Our iswomen’s ~~condensed~~line ~~tobacco~~primarily ~~smoke~~competes with Cole-Hann and Sam Endelmans. The ~~Nicotine~~intense iscompetition among these companies and the ~~addictive~~rapid ~~substance~~changes in ~~tobacco~~technology ~~smoke. In~~and consumer preferences in the ~~doses~~markets ~~found~~for footwear, constitute significant risk factors in ~~cigarette~~our ~~smoke~~operations. These ~~carbon~~and ~~monoxide~~other ~~reduces~~competitors pose challenges to our market share in our major domestic markets and may make it more difficult to establish our products in Europe, Asia and other international regions. We also compete with numerous manufacturers, importers and distributors of footwear for the ~~blood's~~limited ~~ability~~shelf space available for the display of such products to ~~carry~~the ~~oxygen~~consumer. ~~Known~~Moreover, ~~carcinogens~~the ~~include benzene~~general availability of contract manufacturing capacity allows ease of access by new market entrants. Many of our competitors are larger, ~~2-napthylamine~~have been in existence for a longer period of time, ~~4-amino~~have achieved greater recognition for their brand names, have captured greater market share and/or ~~byphenyl~~have substantially greater financial, distribution, marketing and ~~radioactive~~other ~~polonium-210~~resources than we do. ~~Potential~~ ~~carcinogens~~We ~~include~~cannot ~~N-nitrosodiethylamine,~~be ~~N-nitrosopyrrolidine~~certain that we will be able to compete successfully against present or future competitors, ~~benzoapyrene~~or that competitive pressures will not have a material adverse effect on our business, ~~N-nitrosodieth~~financial ~~aholomine~~condition and ~~cadmium~~results of operations.

~~Our Filter Removes Certain Carcinogens~~Employees

~~Our~~As ~~filter~~of ~~material~~March ~~works by trapping nucleophiles in tobacco which is produced during combustion and is the subject of U.S. Patent 6~~1,~~119,701,~~ ~~"Methods~~2011, ~~agents~~we ~~and~~employed ~~devices~~three ~~for removing nucleophilic toxins from tobacco and tobacco smoke"~~persons, ~~issued~~all ~~September~~of ~~19,~~whom ~~2000,~~were ~~to Anthony~~employed ~~Cerami,~~on ~~Dr.~~a ~~Carla~~full-time ~~Cerami Hand M~~basis.~~D./Ph.D.~~ ~~and~~In ~~Dr. Peter Ulrich Ph.D~~addition, ~~all~~we ~~shareholders of Wellstone and~~utilized ~~licensed to Wellstone on September 14, 1999,~~seven ~~and~~part-time ~~of U~~consultants.S. None ~~Patent~~of ~~6,615,842~~our ~~"Methods~~employees ~~for~~is ~~removing~~subject ~~nucleophilic~~to ~~toxins~~a ~~from tobacco~~collective ~~smoke"~~bargaining ~~issued September 9, 2003 to Dr~~agreement. ~~Cerami, and~~ ~~Drs.~~We ~~Cerami~~believe ~~Hand~~that ~~and~~our ~~Ulrich and licensed to~~relations ~~Wellstone~~with onour ~~September~~employees ~~14,~~are ~~1999~~satisfactory. ~~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. 5

~~Results~~ITEM of1A. ~~in-house~~RISK ~~Filter Testing~~FACTORS

~~The~~This ~~patent~~Annual ~~developers~~Report ~~have~~on ~~tested~~Form 10-K contains forward-looking information based on our ~~filter~~current ~~technology~~expectations. Because ~~in a~~our ~~biopharmaceuticals laboratory,~~actual ~~using~~results ~~standard~~may ~~cigarette~~differ ~~filter~~materially ~~material~~from ~~(cellulose~~any ~~acetate)~~forward-looking ~~containing~~statements ~~the~~made ~~compound. We~~by ~~have~~or ~~also~~on ~~tested~~behalf ~~our~~of ~~filter~~Wellstone, inthis ansection ~~FTC~~includes ~~testing~~a ~~facility. These~~discussion ~~tests~~of ~~indicate~~important factors that ~~our~~could ~~technology~~affect ~~removes~~our aactual ~~measurable~~future ~~level~~results, ofincluding, ~~harmful~~but ~~substances.~~not ~~Variables~~limited ~~such~~to, asour ~~the~~potential ~~mix~~product ofand ~~tobacco~~service ~~used~~revenues, ~~and~~acceptance ~~manufacturing~~of ~~additives~~our ~~may~~products ~~cause~~and ~~variations~~services, inexpenses, ~~the~~net ~~actual~~income(loss) ~~percentage~~and ofearnings(loss) ~~harmful~~per ~~materials~~common ~~removed~~share.

~~The~~We ~~Ames~~have ~~test~~three isyears aof ~~standard~~business ~~test~~operations ~~used to measure mutagenicity by exposing the smoke (filtered~~ and ~~unfiltered) to a strain of Salmonella bacteria~~sales. ~~The Ames test demonstrated that our filter removed a majority of mutagens compared to the control cigarette.~~

The ~~Greiss~~Company ~~test~~was ~~measures~~incorporated ~~nitrosamines,~~in ~~which~~ January 2008. The Company’s current operations are ~~contained~~ subject to all of the risks inherent in ~~cigarette~~early ~~smoke~~ stage and ~~believed to be carcinogenic~~ under capitalized business enterprises. ~~With a 250~~ ~~milligram level~~ The likelihood of ~~concentration~~ the success of the Company must be considered in light of the ~~Wellstone~~ ~~filter~~problems, expenses, difficulties, complications and delays frequently encountered in connection with the early stage of a ~~majority~~new business and the competitive aspect of the ~~nitrosamines were~~ ~~removed~~products that the Company produces. No assurance can be given that the Company will be able to generate sufficient revenues to operate profitably in the future or to pay the Company’s debts as they become due.

~~Marketing~~We have incurred significant losses to date and may continue to incur losses.

~~The~~ We ~~U.S.~~have ~~cigarette market is a~~had ~~mature~~limited ~~market~~revenues inand ~~which~~incurred ~~overall~~net ~~consumer~~losses ~~demand~~in iseach ~~expected~~fiscal ~~to continue to decline over time. On average, domestic consumption has fallen approximately 2 percent per~~ year ~~over~~since ~~the~~we ~~past~~commenced ~~decade~~operations. ~~Numerous factors have contributed to this decline, including health~~The ~~considerations, diminishing social acceptance of smoking, legislative~~following ~~limitations~~table onrepresents our ~~smoking~~revenues ~~in public places,~~ and ~~rapidly~~ ~~accelerating~~net ~~costs~~losses inincurred ~~the~~for ~~form~~each of ~~increased~~our ~~state~~last ~~tax~~two onfiscal ~~cigarettes and settlement cost.~~years:


	Revenues		Net Loss
Fiscal Year Ended December 31, 2010	$	577,965		$	1,015,165
Fiscal Year Ended December 31, 2009	$	577,591		$	890,492

~~Even~~While ~~though~~we ~~our~~expect ~~filter~~to ~~technology~~continue ~~has proven~~ to ~~be effective, tobacco~~ ~~companies are now prohibited~~derive revenues from ~~making any claims around~~ the ~~safety~~sale of an ~~ingredient~~our products, ~~filter or process utilized~~ in ~~cigarette~~order ~~manufacturing. However,~~to ~~because~~achieve ~~our test marketing indicates that our package design~~ and ~~product~~sustain ~~taste~~profitable ~~is acceptable~~operations, ~~management feels that the brand will be successful if~~ we ~~get~~must ~~consumer~~successfully ~~trial~~ and ~~are~~significantly ~~able~~expand toour ~~maintain~~market ~~adequate~~presence ~~distribution~~and ~~channels~~increase revenues. We ~~believe~~may ~~that~~continue ~~our~~to ~~sales~~incur losses in the ~~first~~future ~~half~~and ofmay ~~2006~~never ~~justified~~generate ~~management’s~~revenues ~~assessment~~sufficient ofto ~~the~~become ~~potential~~profitable ~~success~~or ofto ~~the~~sustain ~~brand~~profitability. ~~Wellstone~~Continuing ~~did~~losses ~~not~~may ~~conduct~~impair ~~any~~our ~~formal~~ability ~~taste tests, but feedback from smokers indicated that Wellstone cigarettes had high taste acceptance. Unfortunately, Wellstone had~~ to ~~suspend~~raise ~~marketing in~~ the ~~third~~additional ~~quarter~~capital ofrequired ~~2006 due~~ to ~~lack of finances. We do not know when, if ever, we will be able to~~ continue ~~marketing~~ and ~~resume~~expand ~~sales~~our operations.

~~INTERNATIONAL~~Our ~~MARKETS;~~auditors ~~GLYCANEX~~have ~~LICENSE;~~expressed ~~ACQUISITIONS~~doubt about our ability to continue as a going concern.

~~Wellstone~~ The ~~investigated~~Report ~~the international potential~~ of ~~its~~Independent ~~proprietary~~Registered ~~compound,~~Public ~~especially~~Accounting inFirm ~~Europe,~~to ~~Africa,~~our ~~and Asia where smoking levels are much higher than in the United States and Canada. On January 17~~December 31, ~~2007,~~2010 ~~Wellstone~~financial ~~entered~~statements ~~into~~includes aan ~~Patent~~explanatory ~~License~~paragraph ~~Agreement~~stating ~~with Glycanex~~that ~~BV,~~ the ~~supplier~~recurring oflosses ~~the~~and ~~patented~~negative ~~filter~~cash ~~compound~~flows ~~used in~~from ~~Wellstone~~operations ~~cigarettes.~~since ~~Under~~inception ~~the~~and ~~Patent~~our ~~License Agreement,~~limited ~~Wellstone~~working ~~granted~~capital toand ~~Glycanex~~cash anand ~~exclusive~~cash ~~right~~equivalent tobalance ~~the~~at ~~patent~~December 31, ~~rights for all countries~~2010 ~~excepting~~raise ~~the United States of America~~substantial ~~and~~doubt ~~its~~about ~~territories~~our ~~and~~ability ~~possessions. Glycanex agreed~~ to ~~pay~~continue ~~Wellstone~~as a ~~3% royalty on net sales~~ ~~which~~going ~~exceed~~concern. ~~the~~The ~~minimum~~consolidated ~~threshold~~financial ofstatements ~~Euro~~do ~~500,000. The~~not ~~consideration~~include ~~for the granting~~any ofadjustments ~~the~~that ~~license~~might toresult ~~Glycanex~~from ~~was~~ the ~~cancellation~~outcome of ~~$120,000~~this ~~owed to Glycanex for purchases of the filter compound~~uncertainty.

~~Two principal~~If ~~factors~~we ~~led~~are tounable ~~the decision~~ to ~~license~~obtain ~~Wellstone's key~~additional ~~technology to Glycanex. First~~funding, ~~Wellstone lacks cash at this time to~~ ~~pay~~we ~~Glycanex for~~may ~~the~~have ~~$ 120,000 which is owed and likewise lacks cash~~ to ~~defend~~reduce ~~any~~or ~~collection lawsuit. Wellstone also lacks at this time cash to~~discontinue ~~fund~~our ~~marketing of~~business ~~its Wellstone cigarettes in the United States, but believes that with sufficient funding it can resume marketing~~operations. Secondly Wellstone believes that the technology is viable and that the licenses to Glycanex provide a possibility for Wellstone to receive royalty income from the exploitation of the technology outside the United States. Management believes that the Patent License Agreement validates the value of the technology. Glycanex has informed the Company that it is continuing to seek to exploit its license but that no sales have yet occurred.

As of February 28, 2011, we had cash and cash equivalents of $22,281. We ~~are~~have ~~also~~historically ~~considering~~experienced ~~one~~negative orcash ~~more~~flows ~~acquisitions~~from ifoperations ~~such~~ and we expect to continue to experience negative cash flows from operations in the future. Therefore, our ability to continue and expand our operations is highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to fund our future operations. We anticipate that we will be required to seek additional financing to continue our operations. There can be ~~synergistic~~no ~~with~~assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital may reduce our ~~current~~ability to continue to conduct business, ~~but~~operations. noAny ~~agreements~~additional equity financing may involve substantial dilution to our then existing stockholders. The uncertainties surrounding our future cash inflows have ~~been~~raised ~~reached~~substantial ~~for~~doubt ~~any~~regarding ~~acquisitions~~our ability to continue as a going concern.

~~COMPETITION~~6

~~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.~~ We ~~believe that we potentially have five~~ ~~competitors,~~are ~~however~~dependent ~~additional~~on ~~competitors~~third-party ormanufacturers ~~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~~our ~~purpose filters~~products.

~~Philip Morris test-marketed a new cigarette brand during~~We ~~2005,~~currently ~~Marlboro~~utilize ~~Ultra~~southern ~~Smooth~~China third party manufacturers to produce our products. In some cases, ~~which~~third ~~contained~~party amanufacturers ~~new~~may ~~carbon~~not ~~filter~~be obligated under contracts that ~~was~~ ~~presumably~~fix ~~designed~~the term of their commitments and they may discontinue production upon little or no advance notice. Manufacturers also may experience problems with product quality or timeliness of product delivery. We will be dependent on these manufacturers to ~~help~~comply ~~filter~~with ~~out~~our ~~certain~~quality ~~toxins~~controls. The inloss ~~cigarette~~of ~~smoke~~a ~~and~~ manufacturer may disrupt our ability to ~~therefore~~fill ~~reduce exposure~~ orders, or require us to suspend production until we find another manufacturer. We believe that we will be unable to closely control the manufacturing efforts of these ~~toxins~~ third party manufacturers. ~~However~~ Further, ~~Philip~~ ~~Morris~~should ~~did~~any ~~not~~of ~~make any~~these ~~reduced~~manufacturers ~~risk~~fail to meet applicable standards and laws, we or ~~reduced~~such ~~exposure~~manufacturer ~~health~~could ~~claims~~face various government penalties or an order to cease production. ~~The brand was removed~~ A delay in shipping products from ~~test~~China ~~market~~could ~~due~~adversely impact our ability to deliver our products to customers on a ~~lack~~timely basis. This potential delay could cause our customers to cancel orders thereby reducing our projected sales. We contract with a third party representative of ~~consumer~~the ~~acceptance~~manufacturers which representative requires prepayment of product costs prior to delivery. Generally these terms require a 30% prepayment some time in advance of shipment from China and the remaining 70% FOB China. There is no guarantee the manufacturer will deliver the product after the 30% prepayment.

~~RJ Reynolds~~We ~~introduced~~have ~~its~~limited ~~Eclipse~~intellectual ~~cigarette~~property inprotection ~~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~~date. 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.

~~INTELLECTUAL~~Our ~~PROPERTY~~brand name “Auri” has been registered in the US, Canada and 27 EU countries, including Germany, Spain, UK, Italy, Belgium, Sweden, Portugal, Ireland, Greece, France and The Netherlands, with China currently in the process of registration, is exclusively licensed on a royalty free basis for use by us on a world wide basis in connection with the design, manufacture, marketing and sales of footwear. Three design patents have been issued with three utility pending.

8Other than the three patents that have been issued, until any of the remaining patent applications issue as patents, which we cannot guarantee will occur, we do not have any way to protect our technology. Further, we cannot be certain that we will be able to successfully 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 infringement of the intellectual 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 proprietary rights of others. We may be required at times to take 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.

~~The technology fundamental to~~There ~~Wellstone~~can isbe ~~protected~~no ~~under~~assurance ~~U.S.~~that ~~Patent~~we ~~number 6,119,701, entitled "Methods, agents and devices for removing~~will ~~nucleophilic toxins from~~not ~~tobacco~~infringe ~~and tobacco smoke," by Cerami et al., and issued to~~ the ~~Cerami~~proprietary ~~Consulting~~information ~~Corporation. This~~of ~~patent~~other ~~was~~companies ~~filed~~or ~~on February 13, 1998, and approved on September 19, 2000~~individuals. Based on a licensing agreement with Cerami Consulting Corporation, Wellstone has exclusive rights to the technology on which the patent is based. The patent is protected until February 13, 2018, according to current U.S. Patent law. A second U.S. patent was issued to Cerami Consulting Corporation and licensed to Wellstone: U.S. Patent U.S. Patent number 6,615,842, entitled "Methods for removing nucleophilic toxins from tobacco smoke" by Cerami et al., and issued to Cerami Consulting Corporation. This patent was filed on June 26, 2000 and issued on September 9, 2003. Based on a licensing agreement with Cerami Consulting Corporation, Wellstone has exclusive rights to the technology on which the patent is based. Therefore, Wellstone has controlling rights to the technology on which it is based until June 26, 2020, according to current U.S. Patent law.

~~The~~Although ~~international~~we ~~rights~~intend tothat our ~~technology~~products ~~have~~will ~~been~~not ~~licensed~~infringe tothe ~~Glycanex,~~proprietary NLrights of third parties, asthere ~~set~~can ~~forth~~be ~~under~~no ~~the~~assurance ~~caption~~that ~~“Marketing~~infringement or invalidity claims will not be asserted or prosecuted against us or that any such assertions or prosecutions will not materially adversely affect our business, operating results or financial condition.” Accordingly, an adverse determination in such litigation could have a material adverse effect on our business, financial condition and results of operation.

~~EMPLOYEES~~We may be subject to product liability claims, which may harm our ability to operate our business.

~~As of December 31~~Testing, ~~2009~~ manufacturing, wemarketing ~~had~~and ~~only~~sale ~~one~~of ~~employee~~our products may subject us to product liability claims. Regardless of merit or eventual outcome, ~~our~~product ~~Chief~~liability ~~Executive~~claims ~~Officer~~may result in decreased demand for a product, injury to our reputation and aloss ~~part-time~~of ~~controller~~revenues. ~~Pending~~ As ~~resumption~~a result, regardless of ~~marketing,~~whether we doare ~~not~~insured, ~~intend~~a toproduct ~~add~~liability ~~additional~~claim ~~employees~~or atproduct ~~this~~recall ~~time.~~may result in losses that could be material to us.

~~Legislation~~We anticipate an initial financial loss for the foreseeable future, and ~~Regulation~~once net profits are obtained, we intend to retain any of such and other future earnings to finance our operations.

OnInitial ~~June~~losses ~~22,~~are ~~2009, President~~anticipated ~~Obama~~and ~~signed~~could ~~into~~continue ~~law~~for the ~~“Family~~foreseeable ~~Smoking~~future ~~Prevention~~until ~~and~~sufficient ~~Tobacco~~product ~~Control~~commercialization ~~Act”~~is ~~(H.R.~~achieved ~~1256)~~to ~~(the~~cover ~~“Tobacco~~our ~~Act”)~~operating expenses. There ~~The~~can ~~law~~be ~~grants~~no ~~the~~assurance ~~Food~~that ~~and~~such ~~Drug~~sales ~~Administration~~volumes ~~(“FDA”)~~will ~~broad~~ever ~~authority~~be ~~over~~achieved or that we will ever operate profitably. In addition, for the ~~manufacture~~foreseeable future, ~~sale~~we intend to retain any remaining future earnings, ~~marketing~~if any, to finance our operations, and ~~packaging~~we ofdo ~~tobacco~~not ~~products.~~anticipate ~~Under~~paying ~~various~~any ~~deadlines~~cash dividends with respect to our Common Stock until we have maintained sufficient cash reserves and our Company has significant cash flows. As a result, investors should not expect to receive dividends on any of the ~~Tobacco~~Common ~~Act:~~Stock for a long period of time.

Gives the FDA the authority to impose tobacco product standards that are appropriate for the protection of the public health (by, for example, requiring reduction or elimination of the use of particular constituents or components, requiring product testing, or addressing other aspects of tobacco product construction, constituents, properties or labeling);7

~~Requires~~The ~~manufacturers~~possibility toof ~~obtain~~adverse ~~FDA~~developments ~~review~~in general business, economic and ~~authorization~~political ~~for~~conditions ~~the~~may ~~marketing~~make ofit ~~certain~~impossible ~~new~~to deliver a return on investment to investors or ~~modified~~even ~~tobacco~~return ~~products;~~the capital contributions made by investors.

~~Requires~~Our ~~pre-~~business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include interest rates, energy costs, inflation, recession, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. The recent tightening of the credit markets, the depression of the real estate market ~~approval~~and bythe recession generally are indicative of a contraction in the ~~FDA~~U.S. ~~for~~and ~~tobacco~~worldwide ~~products~~economy. ~~represented~~Conditions ~~(through~~such ~~labels~~as inflation, ~~labeling~~recession, ~~advertising~~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 ~~means)~~factors asbeyond ~~presenting~~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 ~~lower~~necessity ~~risk~~and we depend on rising disposable incomes of ~~harm~~our orcustomers ~~tobacco-related~~to ~~disease;~~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~~We ~~manufacturers~~do tonot ~~report~~know ~~ingredients~~how ~~and~~viable ~~harmful constituents and requires~~ the ~~FDA~~international tomarket ~~disclose~~will ~~certain~~be ~~constituent~~for ~~information~~our ~~to the public;~~products.

~~Mandates~~We ~~that~~plan ~~manufacturers~~to ~~test~~introduce ~~and~~our ~~report~~products onin ~~ingredients~~other countries. There may not be sufficient demand for our products in other countries. Such countries may be slow to adopt new designs and ~~constituents~~the ~~identified~~technologies utilized by ~~the~~our ~~FDA~~products. asThe ~~requiring~~market in such ~~testing~~countries tomay ~~protect~~be more sensitive to the ~~public~~prices ~~health~~we anticipate charging for our products. Also, ~~and~~other ~~allows~~countries ~~the~~may ~~FDA~~be hesitant to ~~require~~purchase ~~the~~disposable ~~disclosure~~products ofsuch ~~testing~~as ~~results~~ours. The failure to ~~the~~create ~~public;~~and/or maintain an international market for our products could have an adverse effect on our business, financial condition and results of operations.

~~Imposes~~We ~~new~~may ~~health~~not ~~warning~~be ~~requirements~~able to borrow funds from third parties on ~~cigarette~~satisfactory ~~and~~terms ~~smokeless~~or ~~tobacco~~at ~~products;~~all.

~~Imposes~~We ~~new~~may ~~restrictions~~need to borrow funds from third parties, which borrowings may be secured by our assets. We cannot be certain that funds will be available on terms satisfactory to us when needed or at all, especially in light of the ~~sale~~recent worldwide and ~~distribution~~nationwide credit crises. Due to changes in general and local economic and market conditions and the availability of ~~tobacco~~other sources of capital, as well as other factors, our costs for borrowing funds may be higher than the income we receive from the potential sale of our products;. In addition, we may not be able to repay borrowed funds due to a variety of factors, including poor financial performance. Therefore, available cash flow may also be reduced in cases where we are required to repay borrowed funds to third party lenders.

~~Bans~~We ~~the~~may ~~use~~require ofadditional ~~“light,”~~equity ~~“mild,”~~or ~~“low”~~debt orin ~~similar~~the ~~descriptors~~future onand ~~tobacco~~dilution ~~products;~~to you could result.

9Future capital requirements depend on many factors, including our ability to successfully develop market and sell products. We believe it will likely be necessary to raise additional funds through debt or equity financings. Any equity or debt financings, if available at all, may be on terms that are not favorable to us and in the case of equity financings, our shareholders will incur a dilution of their ownership. In the case of debt financings, the obligations related to such debt may restrict our operations and encumber our assets and jeopardize our ability to obtain other financings. If adequate capital cannot be obtained, our business, operating results and financial condition could be adversely affected.

~~Requires~~We ~~manufacturers~~operate toin ~~submit~~a tohighly ~~the~~competitive ~~FDA certain information regarding the health, toxicological, behavioral or physiologic effects of tobacco products;~~market.

~~Prohibits~~ To ~~use~~date, ofno ~~tobacco~~single ~~containing~~competitor now dominates the industry. The Company believes that the three key ingredients that will ultimately dictate a ~~pesticide~~company’s ~~chemical~~success ~~residue~~are ataccess to funding, high quality products and management. Should a ~~level~~Company ~~greater~~emerge ~~than~~within ~~allowed~~the ~~under~~industry ~~federal~~that ~~law;~~has access to capital and superior products and/or management that company could be in a position to assume a dominant role within the industry. There can be no assurance that the Company will be able to compete successfully with new or existing competitors.

~~Requires the FDA to establish “good manufacturing practices” to be followed at tobacco manufacturing facilities;~~8

~~Requires~~The ~~tobacco~~Company’s ~~product~~success ~~manufacturers~~depends upon its ability to attract new customers. To the extent competitors and ~~certain~~potential ~~other~~competitors ~~entities~~offer comparable or more efficient designs and technologies and to ~~register~~the extent that larger companies, with greater resources, better operating efficiencies and more extensive capabilities to produce, market and distribute products, enter into the ~~FDA~~Company’s ~~(Wellstone~~markets, ~~has~~the ~~complied~~Company’s ~~with~~ability ~~this~~to ~~requirement);~~compete effectively could be adversely affected.

~~Authorizes~~Our ~~the~~business ~~FDA~~and ~~to require~~ the ~~reduction~~success of ~~nicotine~~our ~~(although~~products itcould ~~may~~be ~~not~~harmed ~~require~~if ~~the~~we ~~reduction~~are ofunable ~~nicotine yields of a tobacco product~~ to ~~zero)~~maintain ~~and~~our ~~the~~brand ~~reduction or elimination of other constituents;~~image.

~~Imposes~~Our ~~significant~~success ~~new~~to ~~restrictions~~date onhas been due in large part to the ~~advertising~~strength of the Auri brand. If we are unable to timely and ~~promotion~~appropriately respond to changing consumer demand, our brand name and brand image may be impaired. Even if we react appropriately to changes in consumer preferences, consumers may consider our brand image to be outdated or associate our brand with styles of ~~tobacco~~footwear ~~products;~~that are no longer popular. In the past, several footwear companies have experienced periods of rapid growth in revenues and earnings followed by periods of declining sales and losses. Our business may be similarly affected in the future.

~~Grants~~We ~~the~~face ~~FDA~~intense ~~the~~competition, ~~regulatory~~including ~~authority~~competition from companies with significantly greater resources than ours, and if we are unable to ~~impose~~compete ~~broad~~effectively ~~additional~~with ~~restrictions~~these companies, our market share may decline and our business could be harmed.

~~The~~We ~~Tobacco~~face ~~Act~~intense ~~also~~competition ~~requires~~in ~~establishment~~the footwear industry from other established companies. A number of aour ~~Tobacco~~competitors ~~Products~~have ~~Scientific~~significantly ~~Advisory~~greater ~~Committee~~financial, totechnological, ~~provide~~engineering, ~~advice~~manufacturing, ~~information~~marketing and ~~recommendations~~distribution ~~with~~resources ~~respect~~than we do. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the ~~safety~~footwear industry, ~~dependence~~compete ormore ~~health~~effectively ~~issues~~on ~~related~~the tobasis ~~tobacco~~of price and production and more quickly develop new products. In addition, ~~including~~new ~~recommendations~~companies onmay ~~modified~~enter ~~risk~~the ~~applications~~markets in which we compete, further increasing competition in the footwear industry.

~~The~~We ~~law~~believe ~~imposes~~that ~~user~~our ~~fees~~ability to compete successfully depends on ~~certain~~a ~~tobacco~~number ~~product~~of ~~manufacturers~~factors, inincluding ~~order~~the tostyle ~~fund~~and ~~tobacco~~quality ~~related~~of ~~FDA~~our ~~activities.~~products ~~User~~and ~~fees~~the ~~will~~strength beof ~~allocated~~our ~~among~~brand ~~tobacco~~name, ~~product~~as ~~classes~~well ~~according~~as tomany afactors ~~formula~~beyond ~~set~~our ~~out~~control. We may not be able to compete successfully in the ~~legislation~~future, and ~~then~~increased ~~among~~competition ~~manufacturers~~may ~~and~~result ~~importers~~in ~~within~~price ~~each~~reductions, ~~class~~reduced ~~based~~profit onmargins, loss of market share. and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact the trading price of our Common Stock.

~~Compliance~~We ~~costs~~may ~~are not possible to predict and depend substantially on the future requirements imposed by the FDA under the Tobacco Act. Costs, however, could be substantial and could~~ have adifficulties ~~material~~managing ~~adverse~~anticipated ~~effect on the company’s financial condition, results of operations, and cash flows~~growth. 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 the business, financial condition and results of operation of Wellstone.

~~Cigarettes~~Our ~~are~~anticipated ~~subject~~growth will continue to ~~substantial~~place ~~and~~significant ~~increasing~~demands ~~federal~~on our management, ~~state~~capital and ~~local~~other ~~excise taxes~~resources. If ~~Effective~~we ~~April~~are 1,unable ~~2009,~~to ~~the~~manage ~~federal~~our ~~cigarette~~anticipated ~~excise~~growth ~~tax~~effectively, ~~increased~~this ~~from~~inability ~~$0.39~~could tohave ~~$1.01~~a ~~per~~material ~~pack.~~adverse ~~State~~effect ~~excise~~on ~~taxes~~our ~~vary~~ability ~~considerably~~to ~~and,~~retain ~~when~~key ~~combined~~personnel ~~with~~and ~~sales~~could ~~taxes,~~have ~~local~~a ~~taxes~~material ~~and~~adverse ~~the~~effect ~~federal~~on ~~excise~~our ~~tax~~business, ~~may~~financial ~~exceed~~condition ~~$4.00~~and ~~per~~results ~~pack~~of operations. Our Inability ~~2009,~~to 15manage ~~states~~our ~~have~~anticipated ~~enacted~~growth ~~increases~~effectively inwill ~~excise~~require ~~taxes~~us ~~and~~to ~~several~~continue ~~other~~to ~~states~~develop ~~are~~and ~~considering,~~improve orour ~~have pending~~operational, ~~legislation~~financial ~~proposing~~and ~~further~~other ~~state~~internal ~~excise~~systems, ~~tax~~as ~~increases.~~well ~~Management~~as ~~believes~~our ~~increases~~business indevelopment ~~excise and similar taxes have had~~capabilities, and ~~will continue~~ to ~~have~~train, anmotivate ~~adverse~~and ~~effect~~manage onour ~~sales of cigarettes~~employees.

AWe ~~wide~~are ~~variety~~dependent ofupon ~~federal, state and local laws limit~~ the ~~advertising,~~chief ~~sale~~executive ~~and~~officer ~~use of cigarettes,~~ and ~~these~~if ~~laws~~the ~~have~~chief ~~proliferated~~executive inofficer ~~recent years. This trend has had, and~~ is ~~likely to continue to have, an adverse effect on cigarette sales. It is~~ not ~~possible~~successful toin ~~predict~~meeting ~~what,~~our ifbusiness ~~any,~~objectives ~~additional legislation, regulation~~ or ~~other~~otherwise ~~governmental action will be enacted or implemented~~resigns, orthen toyour ~~predict~~investment ~~what~~may ~~the~~not ~~impact~~be ofprofitable ~~the~~and ~~Tobacco~~may ~~Act will~~ be oncompletely ~~these pending legislative efforts~~lost.

~~Tobacco~~Our ~~Product~~success ~~Regulation~~depends substantially on management and supervision and leadership provided by our Chief Executive Officer, who beneficially owns approximately 44% of or 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.

The regulation of tobacco product characteristics has two primary goals. One is to reduce consumption. The second is to reduce the harm from the continued use of tobacco products. This harm reduction can be achieved by reducing the toxic emissions from cigarettes or the toxic constituents of smokeless tobacco. Reducing toxic exposures would potentially lower the risk and severity of disease in people who continue to smoke. The Tobacco9

10The liability of the management and other persons is limited.

~~The~~Our ~~Tobacco~~Company ~~Act~~has ~~marks~~agreed ato ~~reversal~~indemnify ofour ~~government~~directors ~~policy~~and ~~regarding~~officers ~~the~~under ~~treatment~~most ofclaims, ~~reduced~~demands, ~~risk~~liabilities, ~~tobacco~~costs, ~~products.~~expenses, ~~Prior~~damages, tolosses, ~~the~~suits, ~~Tobacco~~proceedings ~~Act~~and actions, ~~manufacturers~~whether ~~were~~judicial, ~~forbidden~~administrative, ~~from~~investigative ~~advertising~~or aotherwise, ~~“safer~~of ~~cigarette”~~whatever ~~due~~nature, toknown ~~government~~or ~~concerns~~unknown, ~~that~~liquidated ~~any~~or ~~such~~unliquidated, ~~claims~~and ~~would~~also ~~encourage~~similarly ~~the~~indemnify ~~consuming~~any ~~public~~other toorganizer, ~~start~~member or ~~continue~~officer ~~smoking.~~of ~~The~~our ~~Tobacco~~Company ~~Act~~except ~~explicitly~~in ~~provides~~limited ~~for~~circumstances. aWe ~~category~~may ofor ~~reduced~~may ~~risk~~not ~~tobacco~~purchase ~~products~~directors’ ~~to be evaluated by the FDA~~ and ~~approved~~officers’ ~~for marketing~~insurance.

~~The~~There ~~Tobacco~~can ~~Act~~be ~~goes~~no ~~farther~~assurance ~~than~~that ~~simply~~we ~~allowing~~will ~~for~~be ~~the~~successful ~~introduction of reduced risk products. The FDA is mandated to establish “Tobacco Product Standards.” The content of these standards is to include “the reduction~~ or ~~elimination~~achieve ofour …objectives ~~constituents, including smoke constituents,~~ or harmful components of the product,” including “provisions respecting the construction [and] components” of cigarettes.” “Components” expressly includes cigarette filters. The FDA’s authority to establish manufacturing standards for tobacco products means that ~~the~~you ~~sale~~will ofnot ~~less~~lose ~~toxic~~your ~~cigarettes~~entire ~~should become the standard rather than the exception~~investment.

~~Reducing~~ There ~~Harm~~can ~~from~~be ~~Continued~~no ~~Use~~assurance that we will be successful or achieve our objectives, or, if we are successful, that any particular price will be guaranteed to you upon liquidation of the Company or upon your determination to sell your Common Stock. Investors must be able to bear the burden of an entire loss of their investment.

~~The~~Our ~~Tobacco~~stock ~~Act~~ is ~~intended~~deemed to ~~reduce the harm of tobacco use in smokers who continue to use these products. The ways in which the harm of tobacco products might~~ be ~~reduced~~penny include (1) setting performance standards to reduce toxic emissions from cigarettes, (2) evaluating and approving potential reduced exposure products (PREPs), (3) educating users about the risks and benefits of tobacco products, and (4) encouraging the development of medications to reduce cigarette consumptionstock.

As Our ~~general~~stock ~~principles~~is ~~guiding~~currently ~~its~~traded ~~authority,~~on the ~~FDA’s~~OTC ~~decisions~~Bulletin ~~must~~Board beand ~~based~~is onsubject ~~sound~~to ~~science~~the “penny stock rules” adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ~~goals~~penny ~~are~~stock ~~both~~rules apply to ~~reduce~~companies ~~consumption~~not ~~and~~listed toon ~~reduce~~a national exchange whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the ~~mortality~~company ~~and~~has ~~morbidity~~been ~~caused~~operating byfor ~~tobacco~~three ~~use~~or more years). ~~The~~Such ~~FDA~~rules ~~efforts~~require, ~~are~~among ~~intended~~other things, that brokers who trade “penny stock” to ~~complement~~persons other than “established customers” complete certain documentation, ~~not~~make ~~replace~~suitability inquiries of investors and provide investors with certain information concerning trading in the security, ~~prevention~~including a risk disclosure document and ~~cessation~~quote ~~efforts~~information under certain circumstances. Penny stocks sold in violation of the applicable rules may entitle the buyer of the stock to rescind the sale and receive a full refund from the broker.

~~Product~~Many ~~Standards~~brokers have decided not to trade “penny stock” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “penny stock rules,” investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

~~The~~ITEM Tobacco Act gives the FDA broad authority to promulgate tobacco product standards whenever such a standard is found to be “appropriate for protection of the public health,” taking into consideration the risks and benefits to the population as a whole, including users and nonusers of tobacco products1B. ~~The~~UNRESOLVED ~~FDA~~STAFF is specifically directed to take into account the increased or decreased likelihood that existing users of tobacco products would stop using such products and the increased or decreased likelihood that those that do not use tobacco products would start using such products. The FDA is authorized to promulgate standards “for reduction or elimination of other constituents, including smoke constituents or harmful components of the product.” The FDA is empowered to embrace a harm reduction approach by reducing the toxicity of tobacco products.COMMENTS

~~Potential~~Not ~~Reduced-Exposure Products~~applicable.

~~The~~ITEM ~~Tobacco Act authorizes the FDA to develop specific standards for evaluating products that companies intend to promote as reduced exposure or reduced-risk products~~2. Such products would be those, as indicated by 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.PROPERTIES

11We do not own real property. We currently lease approximately 1,584 square feet of corporate facilities, located at 1200 N. Coast Highway, Laguna Beach, CA, 92631. We currently make base lease payments of approximately $2,100 per month, due at the beginning of each month. The lease expires on October 31, 2011, and with mutual consent continues on a month to month basis at the same monthly rate as the immediately preceding month.

~~Center~~ITEM ~~for~~3. ~~Tobacco~~LEGAL ~~Products~~PROCEEDINGS

~~The~~In ~~FDA established~~ the ~~Center~~ordinary ~~for~~course ~~Tobacco Products to oversee the implementation~~ of ~~the Act. The Center’s mission~~business, ~~according~~we tomay ~~the~~at ~~FDA,~~times isbe tosubject ~~“use the best available science~~ to ~~guide~~various ~~the~~legal ~~development~~proceedings and ~~implementation~~disputes, ofincluding ~~effective~~product ~~public~~liability ~~health~~claims. We ~~strategies~~currently toare ~~reduce~~not ~~the~~aware ~~burden~~ of ~~illness~~any ~~and~~such ~~death~~legal ~~caused~~proceedings byor ~~tobacco~~claim ~~products.”~~that Inwe ~~establishing~~believe ~~the~~will ~~Tobacco~~have, ~~Product~~individually ~~Standards,~~or in the ~~FDA~~aggregate, ~~expressly~~a ~~must~~material ~~consider~~adverse ~~“Technical~~effect ~~Achievability.”~~on ~~Therefore~~our business, ~~when~~operating ~~the~~results ~~FDA~~or ~~promulgates~~cash ~~the~~flows. ~~new~~It ~~Tobacco~~is ~~Product~~our ~~Standards,~~practice itto ~~will~~accrue ~~require~~for ~~the~~open ~~use~~claims ofbased ~~the~~on ~~best~~our ~~available~~historical ~~scientifically~~experience ~~proven~~and ~~technology~~available toinsurance ~~reduce smoking risk~~coverage.

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.10

~~PRODUCT~~ITEM ~~LIABILITY~~4. [REMOVED AND RESERVED]

~~In the United States, there have~~Not 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 othersapplicable. 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.

WePART intend to sell cigarettes and to supply filters which we believe could make cigarettes less prejudicial to health, but 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.II

~~AVAILABLE~~ITEM ~~INFORMATION~~5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS’ MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~We file annual, quarterly and current reports, information statements and other information with the Securities and Exchange Commission~~ (~~the "SEC"~~a) Market Information. ~~The~~ Our ~~public~~common ~~may~~stock ~~read~~is ~~and~~currently ~~copy~~traded ~~any~~on ~~materials~~OTCBB weunder ~~file with~~ the ~~SEC~~symbol ~~at the SEC's Public Reference Room at 450 Fifth Street, N~~“AURI.~~W.,~~” ~~Washington,~~The ~~D.C.~~following ~~20549.~~table ~~The~~shows ~~public~~the ~~may~~high ~~obtain~~and ~~information~~low onsales ~~the~~price ~~operation~~ of ~~the~~our ~~Public~~common ~~Reference~~stock ~~Room~~for ~~by calling~~ the ~~SEC~~two atfiscal ~~1-800-SEC-0330. The SEC also maintains an Internet site that~~years ~~contains reports~~ended December 31, ~~proxy and information statements, and~~ ~~other~~2010 ~~information~~and ~~regarding issuers that file electronically with the SEC~~2009. ~~The address of that site is http://www.sec.gov.~~

Item 1A. RISK FACTORS.

	Common Stock
	Sales Price
	High		Low
Fiscal Year 2010
Quarter Ended December 31, 2010	$	0.14	$	0.10
Quarter Ended September 30, 2010	$	0.12	$	0.10
Quarter Ended June 30, 2010	$	0.10	$	0.06
Quarter Ended March 31, 2010	$	0.20	$	0.12
Fiscal Year 2009
Quarter Ended December 31, 2009	$	0.15	$	0.12
Quarter Ended September 30, 2009	$	0.18	$	0.15
Quarter Ended June 30, 2009	$	0.07	$	0.07
Quarter Ended March 31, 2009	$	0.05	$	0.15

~~This~~The ~~item~~market price of our common stock is ~~inapplicable~~subject ~~because~~to wesignificant ~~are~~fluctuations ain ~~"smaller~~response ~~reporting~~to ~~company"~~variations asin ~~defined~~our quarterly operating results, general trends in ~~Rule~~the ~~405~~market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

~~Item~~(b) Holders. As 1Bof March 21, 2011, we had 154 shareholders of record of our common stock. ~~UNRESOLVED~~The ~~STAFF~~holders ~~COMMENTS~~of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock

12(c) Dividends. No dividends on common stock have been declared or paid by the Company. The Company intends to employ all available funds for the development of its business and, accordingly, does not intend to pay any cash dividends in the foreseeable future.

~~This~~(d) Securities ~~item~~Authorized isfor ~~inapplicable~~Issuance ~~because~~Under weEquity ~~are~~Compensation. We acurrently ~~"smaller~~do ~~reporting~~not ~~company"~~have asany ~~defined~~stock inincentive ~~Rule 405~~plans.

~~Item~~(e) Recent 2Sale of Unregistered Securities. On ~~PROPERTIES~~February 14, 2011, we entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Auri Design Group, LLC, and the members of Auri Design Group, LLC, pursuant to which Auri Design Group, LLC is to be merged with an into our wholly owned subsidiary, Auri Footwear, Inc., a California corporation (the “Reverse Merger”). The merger was effective on February 24, 2011. In connection with the merger, we issued to the members of Auri Design Group, LLC, an aggregate of 59,325,360 shares of our common stock in exchange for such members transfer of all of their membership interests in Auri Design Group, LLC to Auri Footwear, Inc., and Auri Design Group, LLC was merged with and into Auri Footwear, Inc. pursuant to California law.

.We ~~Wellstone has~~claim an exemption from the ~~use~~registration requirements of a ~~minimal~~the ~~amount~~Act for the private placement of ~~space~~these insecurities ~~Chapel~~pursuant ~~Hill~~to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, ~~North~~among ~~Carolina~~other ~~provided~~things, bythe transaction did not involve a public offering, the ~~officer~~recipient is an accredited investor and ~~director~~had ataccess noto ~~cost~~information about our company and their investment, the recipient took the securities for investment and not resale, and our company took appropriate measures to restrict the transfer of the securities.

~~Item 3. LEGAL PROCEEDINGS~~11

~~Not~~ITEM ~~Applicable~~6. SELECTED FINANCIAL DATA

~~Item~~This 4.item ~~SUBMISSION~~is OFinapplicable ~~MATTERS~~because TOwe Aare ~~VOTE~~a OF"smaller ~~SECURITY~~reporting ~~HOLDERS~~company" as defined in Rule 405.

NoITEM ~~matters~~7. ~~were~~MANAGEMENT'S ~~submitted~~DISCUSSION toAND aANALYSIS ~~vote~~OF ofFINANCIALCONDITION ~~security~~AND ~~holders~~RESULTS ~~during~~OF ~~the fourth quarter of the fiscal year ended December 31, 2009.~~OPERATIONS

13 This Annual Report on Form 10-K contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth under “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-K. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Annual Report on Form 10-K, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. Readers are urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business, set forth in detail in Item 1A of Part I, under the heading “Risk Factors.”

~~PART~~ The IIfollowing discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes to those statements contained elsewhere in this Annual Report on Form 10-K.

~~(a) Market information and issuance of unregistered securities~~Overview:

~~The~~Auri ~~Company's~~Design ~~Common Stock has traded on the OTC Bulletin Board under the symbol WLSF.OB from May~~Group, ~~2003~~LLC ~~to June 29~~designs, ~~2006~~develops, ~~when~~manufactures ~~the~~and ~~symbol~~sells ~~was~~men’s ~~changed~~and towomen’s ~~WFLT~~footwear.OB inIt ~~connection~~utilizes ~~with~~unique atechnical ~~1-for-25~~materials ~~reverse~~and ~~stock~~designs ~~split;~~and ~~under~~incorporates ~~the~~those ~~symbol~~attributes ~~WFLR~~with onfashionable, ~~the~~contemporary ~~Pink~~styles, ~~Sheets~~presenting ~~LLC and~~ the ~~OTC~~highest ~~Bulletin~~level ~~Board~~of ~~from June 7~~tactile, ~~2007,~~aesthetic ~~when~~and afunctional ~~1-for-100~~qualities ~~reverse~~available ~~stock~~of ~~split~~any ~~was~~footwear ~~effected,~~brand ~~and~~offering. ~~under~~The ~~the~~Company’s ~~symbol~~footwear ~~WFSN~~products ~~from~~are ~~September~~manufactured ~~2009 to the present~~ in ~~connection~~China ~~with~~and asold ~~name~~primarily ~~change~~to ~~from~~retail ~~"Wellstone~~outlets ~~Filters,~~throughout ~~Inc." The high and low sales prices for~~ the ~~common~~United ~~stock were as follows:~~States.

Quarter Ended	High	Low
December 31, 2009	$ .15	$ .12
September 30, 2009	.18	.15
June 30, 2009	.07	.07
March 31, 2009	.07	.05
December 31, 2008	.51	.51
September 30, 2008	1.01	1.01
June 30, 2008	3.00	3.00
March 31, 2008	1.60	1.60

The following table sets forth certain information regarding our results of operations ($).

All share information is adjusted for stock splits and stock dividends. The above information was supplied by the OTC Bulletin Board or Pink Sheets, LLC and these prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	December 31			December 31
	2010			2009
	(Audited)			(Audited)
Sales		577,965			577,591
Cost of goods sold		448,493			439,608
Gross profit		129,472			137,983
Selling, general & administrative expenses		1,131,465			1,029,357
Loss from operations		(1,001,993	)		(891,374	)
Other income (expenses)		(13,172	)		882
Net loss		(1,015,165	)		(890,492	)
Accumulated (deficit), beginning of year		(2,781,754	)		(1,891,262	)
Accumulated (deficit), end of year		(3,796,919	)		(2,781,754	)

In May 2009, we converted accounts payable owed to an officer and a company related to him in the amount of $94,228 into 9,422,800, shares of common stock of the Company at the rate of $.01 per share. In addition, the officer converted $528,000 in accrued compensation (which was classified as accrued expenses) into 52,800,000 shares of common stock at $.01 per share, but these latter shares vest at the earlier of three years; the death or disability of the officer, or the Company attaining earnings of $.10 per share. The conversion rate of $.01 per share created an additional stock-based compensation expense from debt conversion of $2,975,869.12

~~Effective~~RESULTS ~~June~~OF 30, 2009, seven noteholders of outstanding promissory notes aggregating $750,000 agreed to convert their notes and the $202,444 in accrued interest thereon into 19,048,891 shares of common stock, or $.05 per share. OPERATIONS

~~These~~For ~~share~~The ~~issuances~~Year ~~are~~Ended ~~believed~~December to31, be2010 ~~exempt~~Compared ~~from~~to ~~registration~~December ~~under~~31, ~~Section 4(2) of the Securities Act as a transaction not involving any public offering.~~ 2009

Sales: For 2010, revenue was $577,965 compared to $577,591 for 2009. The women’s fall-2010 collection was held back by one season (buntil Spring-11) ~~Holders~~ in order to refine and perfect the technical aspects of the entirely new product assortment. This postponement reduced 2010 revenues.

AsCost of ~~December~~goods ~~31,~~sold: ~~2009~~For 2010, ~~there~~cost ~~were~~of ~~approximately~~goods ~~150~~sold ~~record~~was ~~holders~~$448,493 ofcompared ~~Company~~to ~~common~~$439,608 ~~stock~~for 2009.

~~(c)~~Gross ~~Dividends~~profit: Gross profit decreased by $8,511 or 6.1% to $129,472 for 2010. Gross margin decreased from 23.9% for 2009 to 22.4% for the year ended December 31, 2010.

~~The~~Operating ~~Company~~expense: Operating ~~has~~expenses ~~not~~consist ~~paid~~of ~~any~~sales, ~~dividends~~marketing onand ~~its~~general ~~common~~and ~~stock~~administrative expenses. ~~The~~ ~~Company~~Operating ~~currently~~expenses ~~intends~~increased toby ~~retain~~$102,108, ~~any~~or ~~earnings~~9.9%, ~~for~~from ~~use~~$1,029,357 infor ~~its~~2009 ~~business~~to $1,131,465 ~~and~~for ~~therefore~~2010. ~~does~~This ~~not~~increase ~~anticipate~~was ~~paying~~mainly ~~cash~~due ~~dividends~~to the increase in ~~the~~advertising ~~foreseeable~~and ~~future~~marketing expenses.

14Loss from operations: As a result of the foregoing, loss from operations was $(1,001,993) for 2010, compared to a loss from operations of $(891,374) for 2009, an increase of $(110,619).

Net Loss: For the year ended December 31, 2010, net loss was $(d1,015,165), compared to a net loss of $(890,492) for the year ended December 31, 2009. This $124,673 increase was mainly due to the increase of advertising and marketing expenses.

~~Company~~LIQUIDITY ~~repurchases~~AND ofCAPITAL ~~common stock during the years ended December 31, 2009 and 2008.~~ RESOURCES

~~None~~Our cash and cash equivalents at the beginning of the year ended December 31, 2010 was $22,931 and increased to $406,439 by the end of the year, an increase of $383,508. We had net working capital of $240,325 at December 31, 2010, a decrease of $56,640 from $296,965 at December 31, 2009.

~~Item~~Our 6.cash flow information summary is as follows:

SELECTED FINANCIAL DATA

	December 31			December 31
	2010			2009
	(Audited)			(Audited)
Net cash provided by (used in):
Operating activities	$	(683,382	)	$	(515,842	)
Investing activities		(69,667	)		(76,149	)
Financing activities		1,136,557			549,963
Net increase (decrease) in cash & cash equivalents		383,508			(42,028	)
Beginning cash & cash equivalents		22,931			64,959
Ending cash & cash equivalents	$	406,439		$	22,931

AsNet aCash ~~smaller~~Provided ~~reporting~~By ~~company~~(Used weIn) ~~are~~Operating ~~not required to respond to this item.~~ Activities

~~Item~~Net 7cash used in operating activities was $(683,382) for 2010 while $(515,842) was used in operating activities for 2009. This increase in net cash used in operating activities was primarily due to the increase of net loss for 2010.

~~MANAGEMENT'S~~Net ~~DISCUSSION~~Cash ~~AND~~Used ~~ANALYSIS~~In ORInvesting ~~PLAN OF OPERATIONS~~Activities

~~SUSPENSION~~Net OFcash ~~MARKETING~~used ~~PROGRAM~~in investing activities decreased $6,482, from $(76,149) for 2009 to $(69,667) for 2010.

InNet ~~the~~Cash ~~quarter~~Provided ~~ended~~By ~~September~~(Used ~~30,~~In) ~~2006, the~~Financing 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, and Wellstone had no significant sales for the fourth quarter, and does not expect to be able to have any further sales until such time as Wellstone obtains financing. All full time employees and officers have been dismissed or have resigned except for the Company Chief Executive Officer. The Company is in negotiations with its suppliers for time to obtain financing and continue its business, but there is not a high probability that financing can be obtained that is not unduly dilutive to the Company shareholders.Activities

~~WELLSTONE'S~~Net ~~STRATEGIC~~cash ~~DIRECTION~~provided by financing activities was $1,136,557 for 2010 and $549,963 for 2009. This $586,594 increase was primarily due to the financing from a $480,000 note and two notes totaling $200,000.

Following a review of the tobacco market and cigarette industry, Wellstone, through its Wellstone Tobacco subsidiary, determined to manufacture and produce its own brand of cigarettes. In connection with such plan, Wellstone has developed packaging materials and tobacco blends for a full line of cigarettes, including regular, smooth blue and menthol. Wellstone Tobacco's strategy and objective is to offer an ultra-premium product at a value price.13

~~Wellstone~~Contractual Tobacco has received approval from the Federal Trade Commission (FTC) and the National Association of Attorneys Generals (NAAG) and has been added to the list of approved brands in thirty one states. We have initiated the process for approval in the remaining states but are not actively prosecuting approval due to lack of funds and uncertainty about the Company’s future marketing. Wellstone Tobacco has signed a multi-year manufacturing contract with US Flue-Cured Tobacco for production. With the exception of filters, US Flue- Cured will procure all materials, manufacture, package, and ship to order. Wellstone Tobacco believes US Flue-Cured's annual manufacturing capacity is sufficient to meet its short and long-term needs. Wellstone Filter Sciences has supplied the filters for Wellstone Tobacco. Tobacco leaves are readily available through a variety of sources.Obligations

~~Subject~~Contractual toobligations ~~regulatory approval, we intend to~~represent ~~offer~~future ~~what~~cash wecommitments ~~consider~~and toliabilities beunder aagreements ~~"Potentially~~with ~~Reduced~~third ~~Exposure~~parties, ~~Product"~~and orexclude ~~"PREP" or products~~contingent ~~within~~liabilities ~~the~~for ~~price~~which ~~value segment of the market. Wellstone~~we ~~Tobacco launched~~cannot ~~its~~reasonably ~~Wellstone brand of~~predict ~~cigarettes~~future inpayments. The ~~the~~following ~~United~~chart ~~States~~represents ~~during the first quarter of 2006 and has~~our ~~shipped all brand styles~~contractual toobligations ~~Arizona,~~as ~~Louisiana,~~of ~~North~~December ~~Carolina~~31, ~~Virginia and California. Wellstone Filter Sciences is investigating the international potential of its proprietary compound~~2010, ~~especially in Europe, Africa,~~ ~~and~~aggregated ~~Asia~~by ~~where smoking levels are much higher than in the United States and Canada. The Company continues to~~ type:

			Payments
			Due By Period
	Total		<1 year		1-3 years
Note payable obligation (1)	$	50,000	$	4,167	$	45,833
Note payable obligation (2)		150,000		12,500		137,500
Note payable obligation (3)		500,000		500,000
Operating leases, net (4)		21,000		21,000

Total contractual obligations	$	721,000	$	537,667	$	183,333

~~We believe that~~(1) ~~the~~The ~~Wellstone~~Company ~~Tobacco~~has ~~brand~~a oflong-term ~~cigarettes are lower in toxins and do not~~note ~~compromise~~payable ~~the pleasurable effects of~~to ~~smoking.~~a ~~Wellstone's~~major ~~strategic~~owner ~~plan~~at asDecember ~~well~~31, as2010 ~~its~~of ~~philosophy~~$50,000. isThe ~~based~~note onis ~~two~~dated ~~assumptions:~~November ~~first~~12, ~~quitting~~2010 ~~smoking can be difficult~~ and ~~second,~~is ~~many~~for ~~smokers~~a ~~do not concentrate on cigarette tar~~three ~~levels. In 2002,~~year ~~according~~term towith ~~industry~~an ~~reports,~~interest ~~64%~~rate of ~~all~~10% ~~cigarettes~~per ~~sold~~annum. inRepayment ~~the~~terms ~~United~~are ~~States were high~~interest ~~(more~~only ~~than~~for 10twelve ~~mg)~~months inand ~~tar.~~monthly ~~Wellstone~~amortization ~~believes~~of ~~that~~principal ~~part~~and ofinterest ~~the~~for ~~reason~~24 ~~smokers prefer high tar cigarettes is~~equal ~~because~~months ~~of taste~~thereafter. ~~Wellstone's~~The ~~goal~~note is tosecured ~~reduce~~by ~~toxins~~all ~~and~~of ~~certain~~the ~~associated~~Company’s ~~carcinogens~~assets ~~without~~excluding ~~affecting~~accounts ~~the~~receivable ~~cigarettes'~~and ~~taste.~~certain Weintangible ~~believe~~assets. The ~~smokers~~short ~~will~~term ~~try Wellstone~~portion ~~for~~of ~~its~~long-term ~~lower~~notes ~~price,~~payable ~~and~~at ~~come~~December ~~back~~31, ~~for~~2010 ~~its~~is ~~taste~~$4,167.

We(2) ~~believe~~The ~~that~~Company ~~Wellstone~~borrowed is$150,000 ~~the~~on ~~only~~November ~~small~~12, ~~(less~~2010, ~~than~~under ~~$50~~a ~~million~~three inyear ~~sales)~~note USwith ~~cigarette~~an ~~manufacturer~~interest ~~that~~rate isof ~~publicly~~10% ~~traded~~per annum. WeRepayment ~~believe~~terms ~~that the remainder of the small manufacturers in the industry~~ are ~~privately~~interest ~~held~~only orfor ~~foreign.~~twelve ~~Management~~months ~~believes~~and ~~Wellstone~~monthly ~~Tobacco's~~amortization ~~access~~of ~~to the US capital~~principal ~~markets~~and ~~will~~interest ~~assist~~for ~~it in~~24 ~~its~~equal ~~goal~~months tothereafter. ~~become~~The ~~the~~note ~~largest~~is ~~company~~secured ~~in the growing discount~~by ~~cigarette~~all ~~market.~~of ~~However,~~the ~~there~~Company’s ~~can~~assets beexcluding noaccounts ~~assurance~~receivable ~~that~~and ~~Wellstone's~~certain ~~access~~intangible toassets. The USshort ~~capital~~term ~~markets will provide~~portion ~~the~~of ~~necessary~~long-term ~~financing~~note topayable ~~build~~at ~~and~~December ~~grow~~31, ~~the~~2010 ~~business~~is $12,500.

~~Wellstone~~(3) ~~intends~~On toDecember ~~spin~~20, ~~off its~~2010, ~~Wellstone~~the ~~Tobacco~~company borrowed $500,000 under a short-term convertible note due 180 days later. Interest accrues at 15% per annum, payable monthly commencing January 15, 2011. The principal is callable at anytime by the Company ~~subsidiary~~with ~~which~~a ~~will~~2% ~~market~~fee. The note is convertible into voting units of the ~~cigarette~~Company ~~product~~or, ~~and~~if tothe ~~continue~~Company tohas ~~market~~merged ~~its~~into ~~filter~~a asCorporation, ~~its~~into ~~principal~~restricted ~~business~~common shares of the Corporation, both conversions at the conversion price equal to any equity share offering price.

~~OVERVIEW~~(4) Represents the company’s office operating lease in Laguna Beach, California under a one year non-cancelable lease agreement which expires in October 2011.

~~Wellstone has relocated from New York to North Carolina to avail itself of the talent pool and infrastructure already in place in North Carolina. Wellstone has leased space in a state~~OFF-~~of-the-art cigarette~~BALANCE ~~manufacturing~~SHEET facility. In addition to office and plant space, Wellstone also leases, on a non-exclusive basis as needed, certain production assets to produce cigarette samples. The office space and plant are located at 250 Crown Boulevard in Timberlake, North Carolina, approximately 20 miles from Durham. This space was vacated in September, 2006, and now uses a minimal amount of space in Chapel Hill, North Carolina. In furtherance of its marketing plans, the Company:ARRANGEMENTS

-We ~~Designed~~do ~~packaging~~not tohave ~~reflect~~any ~~the~~off-balance ~~benefits~~sheet ~~of the Wellstone filter~~arrangements.

~~- Retained Signal Design,~~CRITICAL ~~Inc. of Durham, North Carolina to assist in~~ACCOUNTING ~~developing a comprehensive brand strategy and marketing campaign.~~POLICIES

-Management’s ~~Has~~discussion ~~received~~and analysis of its financial condition and results of operations are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from ~~an independent~~ ~~FTC~~these ~~testing~~estimates ~~facility~~under different assumptions or conditions. We believe that ~~confirm~~the following reflect the ~~Company's~~more ~~expectations~~critical ~~for~~accounting ~~their~~policies ~~patented~~that ~~filter~~currently ~~technology~~affect our financial condition and results of operations.

-Use ~~Hired~~of ~~independent~~estimates ~~sales~~– ~~consultants~~The ~~and~~preparation ~~are~~of ~~negotiating~~financial statements in conformity with ~~several~~accounting ~~more~~principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.

~~- Entered into an agreement with U.S. Flue-Cured Tobacco Growers, Inc. to manufacture Wellstone's product line.~~14

-Revenue ~~Received~~recognition ~~FTC~~– ~~advertising~~The ~~approval~~Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and ~~rotation~~collectability ~~warning~~is ~~approval~~reasonably assured. This typically occurs when the product is shipped. Sales reductions for anticipated returns are recognized during the period when sales are recorded.

Impairment of long-lived ~~Wellstone~~assets ~~brand approved~~ –. The carrying values of long-lived assets, which include property and equipment, are evaluated periodically for impairment. Impairment losses are recognized when indicators of impairment are present and discounted cash flow estimated to be generated by ~~Settling States under~~ the ~~Master~~Company’s ~~Settlement~~long-lived ~~Agreement~~assets is less than the carrying amount of such assets. The amount of impairment loss, if any, is determined by comparing the amount of the Company’s long-lived assets to its estimated fair value. No impairment losses have been recognized during 2010 or 2009.

-RECENTLY ~~Has~~ISSUED ~~formulated~~ACCOUNTING ~~distribution plans and begun shipping cigarettes.~~GUIDANCE

~~RESULTS~~In OFJuly ~~OPERATIONS~~2010, the FASB issued Accounting Standard Update (ASU) 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. This ASU amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. Except for the expanded disclosure requirements, the adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

OnASU ~~January~~No. 5,2010-06—Fair ~~2006,~~Value ~~the~~Measurements ~~Company~~and ~~announced~~Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This Update amends ASC 820 subtopic 10 that itrequires ~~launched its~~new ~~Wellstone~~disclosures ~~brand~~about transfers in ~~the~~and ~~United~~out ~~States~~of ~~with~~Levels ~~shipments~~1 toand ~~several~~2 ~~states~~and ~~resulting~~ activity in ~~revenue~~ Level 3 fair value measurements. This Update also amends ASC 820 subtopic 10 to clarify certain existing disclosures. The new disclosures and clarifications of ~~$258~~existing disclosures are effective for interim and annual reporting periods beginning after December 15,~~194~~ 2009, except for the ~~year~~disclosures ~~ended~~about ~~December~~purchases, 31sales, ~~2006~~issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010.

16In February 2010, the FASB issued Accounting Standards Update (ASU) 2010-09 to amend ASC 855, Subsequent Events, whose effective date is for interim or annual reporting periods ending after June 15, 2010. As a result, ASU No. 2010-09 excludes SEC reporting entities from the requirement to disclose the date on which subsequent events have been evaluated; In addition, it modifies the requirement to disclose the date on which subsequent events have been evaluated in reissued financial statements to apply only to such statements that have been restated to correct an error or to apply U.S. GAAP retrospectively.

~~Wellstone~~ITEM ~~had a loss from operations of $ $2,976,678 and $6,044 in the years ended December 31, 2009 and 2008, respectively~~7A. ~~These~~QUANTITATIVE ~~expenses~~AND ~~reflect~~QUALITATIVE ~~sales~~DISCLOSURES ofABOUT $0MARKET in each year. and stock-based compensation expense from debt conversion of $2,975,869. Interest expenses of $92,931 and $125,861 in 2009 and 2008, respectively, related to the outstanding debt to noteholders and management. The interest expense was lower in 2009 due to the conversion of the management debt and one-third of the noteholders debt being converted into common stock. RISK

~~LIQUIDITY~~Changes ~~AND~~in ~~CAPITAL~~United ~~RESOURCES~~States interest rates would affect the interest earned on our cash and cash equivalents. Based on our overall cash and cash equivalents interest rate exposure at December 31, 2010, a near-term change in interest rates, based on historical movements, would not have a material adverse effect on our financial position or results of operations.

~~During 2004, the Company received $1,500,000 in exchange for a~~Because ~~$1,500,000~~our ~~convertible~~three ~~promissory~~outstanding ~~note,~~debt ~~due~~obligations ~~December~~all ~~31,~~bear ~~2006. The note bears~~ interest at a ~~rate of 4% per annum~~ ~~(effective~~fixed ~~interest~~ rate ~~of 38%)~~, ~~which~~a ~~accrues~~near-term ~~and~~change isin ~~payable~~interest onrates, ~~maturity.~~based ~~This~~on ~~note~~historical ~~was not paid as of December 31~~movements, ~~2009,~~would ~~and~~not ~~the~~have ~~Company~~any ~~lacks~~impact ~~funds~~on toour ~~pay~~financial ~~the~~position ~~note.~~or ~~Wellstone~~results isof ~~in discussions with the noteholder regarding repayment options~~operations. ~~Other debt owed to management and to other noteholders totaling $1,696,412 was converted in May and June 2009 into common stock.~~

~~Wellstone has sourced suppliers to~~We ~~manufacture~~have ~~its~~operated ~~patented~~primarily ~~formulation~~ in ~~commercial quantities. These sources of supply will enable Wellstone to meet all foreseeable market demand for~~ the ~~Wellstone~~United ~~line as well as to supply other manufacturers who may choose to license the product~~States. ~~Because the formulation is unique to Wellstone's product~~Accordingly, ~~Wellstone~~we ~~has~~have ~~been~~not ~~required to~~had ~~specially~~any ~~source~~significant ~~manufacturing to ensure that strict specifications~~exposure ~~can be met. Wellstone intends~~ to ~~use~~foreign ~~multiple~~currency ~~suppliers~~rate ~~to ensure a reliable supply~~fluctuations.

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 affect the outcome of Management's plans.15

~~This~~ITEM ~~item~~8. isFINANCIAL ~~not~~STATEMENTS ~~applicable~~AND ~~since~~SUPPLEMENTARY ~~the Company is a smaller reporting company.~~DATA

17Reference is made to the financial statements included in this Report at pages F-1 through F-24.

~~Wellstone's~~ITEM ~~financial~~9. ~~statements~~CHANGES ~~are~~IN ~~appended~~AND toDISAGREEMENTS ~~the~~WITH ~~end~~ACCOUNTANTS ofON ~~this~~ACCOUNTING ~~report~~AND ~~and~~FINANCIAL ~~include the following:~~DISCLOSURES

~~Report~~On or about March 24, 2011, the Board of Directors of Wellstone Filter Sciences Inc. (the “Company”) advised Child, Van Wagoner & Bradshaw, PLLC, its independent auditor (the “Prior Auditor”), that it had been dismissed and would not be appointed as the Company’s auditor for the fiscal year ending December 31, 2010, and the interim periods for 2011. ~~Independent~~The ~~Registered~~decision ~~Public~~to ~~Accounting~~change ~~Firm~~the independent auditor of the Company was approved by the Board of Directors.

~~Consolidated~~The ~~Balance~~report ~~Sheets~~of asthe ofPrior Auditor on the Company’s financial statements for the fiscal years ending December 31, 2009 and 2008 contained a “going concern” qualification. Other than the “going concern” qualification, during that period, no accountant’s report has contained any adverse opinion or a disclaimer of an opinion or was otherwise qualified or modified as to uncertainty, audit scope, or accounting principles.

~~Consolidated~~During ~~Statements of Operations for~~ the fiscal years ~~ended~~ending December 31, 2009 and 2008, and through the interim period ~~inception~~from ~~(February~~January 171, ~~1998))~~2010 to ~~December~~March 3124, ~~2009~~2011, the date of the Prior Auditor's dismissal, there were no disagreements between the Company and the Prior Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or 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:

~~Consolidated~~(1) The ~~Statements~~internal ofcontrols ~~Cash~~necessary ~~Flows for~~to ~~the~~develop ~~years~~reliable ~~ended~~financial ~~December~~statements ~~31,~~did ~~2009~~not ~~and~~exist; ~~2008 and the period inception (February 17, 1998) to December 31, 2009~~or

~~Consolidated~~(2) Information ~~Statement~~has come to the attention of ~~Changes~~the inPrior ~~Stockholders’~~Auditor ~~Deficit~~which ~~for~~made ~~the period~~it ~~inception~~unwilling ~~(February~~to 17rely upon management’s representations, ~~1998)~~or made it unwilling to ~~December~~be ~~31,~~associated ~~2009~~with the financial statements prepared by management; or

~~Notes~~(3) The scope of the audit should be expanded significantly, or information has come to ~~Consolidated~~the ~~Financial~~attention ~~Statements.~~of the Prior Auditor that it has concluded will, or if further investigated might, materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the past two most recent fiscal years.

18(b) On or about March 17, 2011, the Company engaged MaloneBailey, LLP (“MaloneBailey”), as its principal accountant to audit the Company’s financial statements for the fiscal year ending December 31, 2010 as successor to the Prior Auditor. During the Company’s two most recent fiscal years or subsequent interim period through March 24, 2011, the Company has not consulted with MaloneBailey regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did MaloneBailey provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the 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 that was the subject of a disagreement or a reportable event.

~~CHANGES~~The INBoard ~~AND~~of ~~DISAGREEMENTS~~Directors ~~WITH~~approved ~~ACCOUNTANTS~~the ONchange ~~ACCOUNTING~~in ~~AND~~the ~~FINANCIAL~~Company’s ~~DISCLOSURE~~auditor on March 17, 2011, following the consummation of the reverse merger of Auri Design Group, LLC (the “Acquiree”) with and into the Company’s wholly owned subsidiary, Auri Footwear, Inc., as previously reported in Item 1.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011. MaloneBailey has acted as the Acquiree’s principal accountant and audited its financial statements for the fiscal years ending December 31, 2010 and 2009, and is familiar with the Acquiree and its business, which is the business of the Company following the reverse merger.

~~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 an adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope or accounting principles. During the period covered by the financial statements through the date of dismissal 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.

~~During~~On March 24, 2011, the ~~fiscal~~Company ~~years~~provided ~~ended~~a ~~December~~draft ~~31,~~copy ~~2008~~of ~~and~~its ~~2007~~Form ~~and~~8-K ~~through~~to ~~November~~the ~~16,~~Prior ~~2009~~Auditor, ~~there~~requesting ~~were~~its nocomments ~~“reportable~~on ~~events”~~the ~~with~~information ~~respect~~contained toherein. A copy of the ~~Company~~responsive asletter ~~that~~from ~~term~~the isPrior ~~defined~~Auditor inwas ~~Item~~filed ~~304(a)(1)(v)~~as ofan ~~Regulation~~exhibit Sto the Form 8-K, which was filed with the Securities and Exchange Commission on March 25, 2011.

OnITEM ~~November 16, 2009, the Registrant engaged Larry O'Donnell, CPA, P~~9A.C. asCONTROLS ~~its~~AND 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 did not consult with Larry O'Donnell, CPA, P.C. on the application of accounting principles to any specific transaction nor the type of audit opinion that might be rendered on the Registrant's financial statements. Further, Larry O'Donnell, CPA, P.C. did not provide any written or oral advice that was an important factor considered us in reaching a decision as to any such accounting, auditing or financial reporting or any matter being the subject of disagreement or "reportable event" or any other matter as defined in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v). A letter from The Blackwing Group LLC with respect to its dismissal was filed as an exhibit to this 8-K Current Report. PROCEDURES

On(a) ~~February~~Evaluation ~~16,~~of ~~2010~~Disclosure ~~the~~Controls ~~Registrant~~and ~~dismissed~~Procedures. The ~~its~~term ~~former~~“disclosure ~~independent~~controls ~~accountant~~and ~~Larry~~procedures” ~~O'Donnell,~~(defined ~~CPA,~~in ~~P.C. Larry~~Rule 13a-15(e) ~~O'Donnell,~~under ~~CPA,~~the ~~P.C.~~Securities ~~did~~and ~~not~~Exchange ~~audit~~Act ~~any~~of ~~financial~~1934 ~~statements~~(the “Exchange Act”) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the ~~Registrant. During~~reports that it files under the ~~period~~Exchange ~~covered~~Act byis recorded, processed, summarized and reported within the ~~financial~~required ~~statements~~time ~~through~~periods. Under the ~~date~~supervision ofand ~~dismissal~~with the participation of ~~the~~our ~~former~~management, ~~accountant~~including our chief executive officer and chief financial officer, ~~there~~we ~~were~~have noconducted ~~disagreements~~an ~~with~~evaluation of the ~~former~~effectiveness ~~accountant~~of onthe ~~any~~design ~~matter~~and operation of ~~accounting~~our ~~principles~~disclosure orcontrols ~~practices~~and procedures, as of December 31, 2010. Based on this evaluation, our president and chief executive officer and our chief financial ~~statement~~officer concluded that our disclosure controls and procedures were effective as of December 31, or2010 ~~auditing~~to ~~scope~~ensure orthe ~~procedure~~timely disclosure of required information in our Securities and Exchange Commission filings.

~~During~~Because ~~the~~of ~~fiscal~~inherent ~~years~~limitations, ~~ended~~internal ~~December~~control ~~31,~~over ~~2008~~financial ~~and~~reporting ~~2007~~may ~~and~~not ~~through~~prevent ~~February~~or 16detect misstatements. In addition, ~~2010~~the design of any system of control is based upon certain assumptions about the likelihood of future events, and there ~~were~~can be no ~~“reportable~~assurance that any design will succeed in achieving its stated goals under all future events”, ~~with~~no ~~respect~~matter tohow ~~the~~remote. Accordingly, ~~Company~~even aseffective ~~that~~internal ~~term~~control isover ~~defined~~financial inreporting ~~Item~~can ~~304(a)(1)(v)~~only provide reasonable assurance of ~~Regulation~~achieving ~~S-K~~their control objectives.

On(b) Management’s ~~February~~Report ~~16,~~on ~~2010,~~Internal ~~the~~Control ~~Registrant~~Over ~~engaged~~Financial ~~Child, Van Wagoner & Bradshaw, PLLC as its independent auditor~~Reporting. Management’s ~~This~~Report 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 Child, Van Wagoner & Bradshaw, PLLC, the Registrant did not consult with Child, Van Wagoner & Bradshaw, PLLC on ~~the application of~~Internal ~~accounting principles~~Control toOver ~~any~~Financial ~~specific~~Reporting ~~transaction~~which ~~nor~~appears ~~the type of audit opinion that might be rendered~~ on the ~~Registrant's financial statements. Further,~~ ~~Child,~~following ~~Van Wagoner & Bradshaw~~page, ~~PLLC~~is ~~did~~incorporated ~~not~~herein ~~provide~~by ~~any~~this written or oral advice that was an important factor considered us in reaching a decision as to any such accounting, auditing or financial reporting or any matter being the subject of disagreement or "reportable event" or any other matter as defined in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v)reference.

~~The~~(c) ~~Registrant~~Changes ~~requested~~in ~~that~~Internal ~~Larry~~Control O'over ~~Donnell,~~Financial ~~CPA, P~~Reporting.C. There ~~provide~~have abeen ~~letter~~no tochanges ~~indicate~~in ~~whether~~our orinternal ~~not~~control itover ~~agrees~~financial ~~with~~reporting during the ~~statements~~fourth ~~made~~quarter ~~herein~~of the fiscal year ended December 31, ~~but~~2010 ~~has~~that ~~not~~have ~~yet~~materially ~~received~~affected, ~~any~~or ~~letter.~~are reasonably likely to materially affect, our internal control over financial reporting.

19ITEM 9B. OTHER INFORMATION

~~Item 9T~~None. ~~CONTROLS AND PROCEDURES~~

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure.17

AsPART of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). . Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO"). Based upon that evaluation, our Chief Executive Officer, who is also our acting Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.III

~~The~~ITEM ~~material weakness identified by Management consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of the Company~~10. ~~Because there is only one employee with bookkeeping and accounting functions~~DIRECTORS, weEXECUTIVE ~~are~~OFFICERS ~~unable~~AND toCORPORATE segregate duties within the Company’s internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Accordingly, based on their evaluation of the Company’s disclosure controls and procedures as of December 31, 2009, the Company’s Chief Executive Officer, who is also the acting Chief Financial Officer has concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above. The Company intends to take steps to remediate such procedures as soon as reasonably possible.GOVERNANCE

~~There~~The ~~were~~following notable ~~changes~~sets infor ~~our~~the ~~internal~~name ~~control~~and ~~over~~age ~~financial~~of ~~reporting~~each ~~(as~~director ~~defined in Rule 13a-15(f)~~ and ~~15d-15(f)~~executive ~~under~~officer, the ~~Securities~~year ~~Exchange~~first ~~Act~~elected ofas ~~1934)~~a ~~that~~director ~~occurred during the most recent fiscal quarter that have materially affected,~~ and/or ~~are~~executive ~~reasonably~~officer ~~likely~~and tothe ~~materially~~position(s) ~~affect,~~held ~~our~~with ~~internal control over financial reporting.~~us:

This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Name		Age				Position		Date Elected
Ori Rosenbaum			47			Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary and Director			2011

~~Item~~Background ~~9B.~~of Directors and Officers:

~~OTHER~~Ori ~~INFORMATION~~Rosenbaum, age 47, is our sole director and the President, Chief Financial Officer and Secretary of our company. He was the founder and majority owner of Auri Design Group, LLC, which was acquired by us in connection with the Reverse Merger. Auri Design Group, LLC was formed in California in January 2008 to design, develop, manufacture and sell men’s and women’s footwear. Auri utilizes unique technical materials and designs and incorporates those attributes with fashionable, contemporary styles, presenting the highest level of tactile, aesthetic and functional qualities available. The Company’s footwear products are manufactured in China and sold primarily to retail outlets throughout the United States and abroad. Prior to forming Auri Design Group, LLC, Mr. Rosenbaum focused his engineering, process and production talents on his consulting practice, Omicron Technologies, Inc. where he successfully spearheaded the successful launch of the Southern California region for Stephen Gould Corporation, and also managed major projects for key clients, including Apple Computers, Toyota, Hewlett Packard and Oakley. Mr. Rosenbaum has over 27 years experience as an entrepreneur, sales and marketing executive and consultant. He has a successful track record working with engineering, design and development, manufacturing distribution and brand creation, working directly with end-users to enhance market penetration and build consumer loyalty.

~~Not~~Our ~~applicable~~director holds his position until the next annual meeting of shareholders and until successors are elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal.

~~DIRECTORS,~~Save ~~EXECUTIVE~~as ~~OFFICERS~~otherwise reported above, ~~AND~~none ~~CORPORATE~~of ~~GOVERNANCE.~~our directors hold directorships in other reporting companies.

~~The~~There ~~members~~are ofno ~~the~~family ~~Board~~relationships ofamong ~~Directors~~our ofdirector ~~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.~~

~~Learned~~To ~~Jeremiah~~our ~~Han~~knowledge, during the last ten years, our sole director and executive officer has not:

~~Learned~~· ~~Jeremiah~~Had ~~Hand~~a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. · Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, ~~Chief~~excluding ~~Executive~~traffic ~~Officer~~violations and other minor offenses. · Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. · Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

20· Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Mr.~~Audit ~~Hand,~~Committee ~~age 50, joined Wellstone in March, 2000. He has been Chief Executive Officer and a director since March 2000 and Acting Chief~~ Financial Officer since September, 2006. From March 2000 to December 2003 he was employed by Warren Pharmaceuticals, Inc. as its Vice President - Chief Operating Officer. From January 2000 to December 2003 he was Executive Director of the Kenneth S. Warren Institute, a non-profit medical research facility. In 1999 he founded HFC, a private seed venture capital corporation, which has made many internet and biotechnology related investments and is a founder of Medibuy.com. In March 2000, Mr. Hand began to devote a significant portion of his time to Wellstone. He now dedicates 30% 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.Expert

~~Code~~Our board of ~~Ethics~~directors currently acts as our audit committee. Because we only recently executed the Reverse Merger, our board of directors is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K and directors that are “independent” as that term is used in Section 10A of the Securities Exchange Act.

Wellstone has not adopted a code of ethics which applies to the chief executive officer, or principal financial and accounting officer, because of our level of operations at this time. Wellstone intends to adopt a code of ethics during calendar 2010.18

Audit Committee ~~Financial Expert~~

~~Wellstone does~~We have not ~~have~~yet ~~either~~appointed an ~~Audit~~audit ~~Committee~~committee. At orthe apresent ~~financial~~time, ~~expert~~we onbelieve ~~the~~that ~~Board~~our board of ~~Directors. The~~directors ~~Board~~is capable of ~~Directors~~analyzing ~~believes~~and ~~that~~evaluating ~~obtaining~~our ~~the~~financial ~~services~~statements ofand anunderstanding ~~audit~~internal ~~committee~~controls ~~financial~~and ~~expert~~procedures isfor ~~not~~financial ~~economically~~reporting. We ~~rational~~do, athowever, ~~this~~recognize ~~time~~the inimportance ~~light~~ of ~~the~~good ~~costs associated with identifying~~corporate governance and ~~retaining~~intend anto ~~individual who would qualify as~~ appoint an audit committee ~~financial expert, the~~comprised ~~limited~~entirely ~~scope~~ of ~~our~~independent ~~operations~~directors, ~~and~~including ~~the relative simplicity of~~at ~~our~~least one financial ~~statements~~expert, ~~and~~in ~~accounting~~the ~~procedures~~near future.

~~Section~~Compensation ~~16(a) Beneficial Ownership Reporting Compliance~~Committee

~~Section 16(a) of the Exchange Act requires Wellstone's officers,~~We ~~directors~~do ~~and~~not ~~persons who own more~~presently ~~than~~have ~~ten percent of~~ a ~~registered~~compensation ~~class~~committee. ofOur ~~our~~board ~~equity securities to file reports~~ of ~~ownership and changes~~ ~~in ownership with the SEC. Officers,~~ directors ~~and~~currently ~~ten~~acts ~~percent~~as ~~stockholders~~our ~~are~~compensation ~~required by regulation to furnish Wellstone with copies of all Section 16(a) forms they file~~committee. During the year ended December 31, 2007, Wellstone believes that Learned Jeremiah Hand and Samuel M. Veasey failed to file the reports required by Section 16(a) of the Exchange Act, including Forms 3, 4 and 5. Based on representations submitted by such people. Wellstone does not believe that such individuals purchased or sold any Wellstone Common Stock during 2007.

21Nominating Committee

~~Item~~We 11do not presently have a nominating committee. ~~EXECUTIVE~~Our ~~COMPENSATION~~board of directors currently acts as our nominating committee.

NoCode ~~compensation~~of ~~or benefits have been paid to the sole executive officer and director for the years ended December 31, 2009 and 2008.~~ Ethics

InBecause ~~September~~we ~~2004~~only ~~Mr.~~recently ~~Hand~~completed ~~was~~the ~~granted~~Reverse ~~options to purchase 7~~Merger,~~200~~ ~~shares~~we athave ~~$250.00~~yet ~~per~~to ~~share.~~adopt ~~The~~a ~~above~~code ~~options~~of ~~were granted under Wellstone's 1994 Stock Option Plan, as such plan was amended and restated in 2004~~ethics. ~~There were no options granted or exercised in the years ended December 31, 2009 and 2008.~~

~~Wellstone~~Board ~~has~~Leadership noStructure ~~long~~and ~~term~~Role ~~incentive~~in ~~plans~~Risk ~~other than the plans described above.~~Oversight

~~The~~Ori ~~following~~Rosenbaum ~~table~~is ~~sets~~currently ~~forth~~our ~~information~~sole ~~relating~~director, toPresident, ~~the~~Chief ~~beneficial~~Executive ~~ownership~~Officer, ofChief ~~Company~~Financial ~~common~~Officer ~~stock~~and asSecretary. ofWe ~~the~~do ~~date~~not ofhave ~~this~~any ~~report~~independent bydirectors. We ~~(i)~~believe ~~each~~Mr. ~~person~~Rosenbaum ~~known~~is bybest ~~Wellstone~~situated to beserve ~~the~~as ~~beneficial~~chairman ~~owner~~ of ~~more than 5% of~~ the ~~outstanding~~Board ~~shares~~because ofhe ~~common~~is ~~stock~~the ~~(ii)~~director ~~each~~most offamiliar ~~Wellstone's~~with ~~directors~~our ~~and~~business ~~executive officers,~~ and ~~(iii)~~industry ~~all officers~~ and ~~directors~~the asdirector amost ~~group. Unless~~capable ~~otherwise~~of ~~noted~~identifying ~~below,~~strategic ~~Wellstone~~priorities ~~believes that all persons named in the table have sole voting~~ and ~~investment~~executing ~~power~~our ~~with~~business ~~respect to all shares of common stock beneficially owned by them~~strategy. ~~For~~ ~~purposes~~In ~~hereof~~addition, having a ~~person~~single isleader ~~deemed~~eliminates ~~to be~~ the ~~beneficial~~potential ~~owner~~for ofconfusion ~~securities~~and ~~that~~provides ~~can~~clear beleadership ~~acquired~~for byour ~~such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities~~company. ~~Each~~ ~~beneficial~~We ~~owner's~~believe ~~percentage ownership is determined by assuming~~ that ~~any~~this ~~warrants,~~leadership ~~options~~structure orhas ~~convertible~~served ~~securities~~our ~~that~~company ~~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~~well.

~~Name~~Our ~~and~~board ~~Address~~of directors has overall responsibility for risk oversight. Because we do not have a compensation, nominating or audit committee, the board will, for the time being, function in these capacities.

~~Common~~The ~~Stock~~board’s role in the risk oversight of our company includes, among other things:

~~Percentage~~· appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting; · approving all auditing and non-auditing services permitted to be performed by the independent auditors;

~~Learned~~· ~~Jeremiah~~reviewing ~~Hand(1)(2)~~annually the independence and quality control procedures of the independent auditors; · reviewing and approving all proposed related party transactions;

74· discussing the annual audited financial statements with the management; · meeting separately with the independent auditors to discuss critical accounting policies,~~468~~ management letters,~~473~~ recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management.

~~79.6%~~ 19

~~Chief~~Director ~~Executive Officer~~Qualifications

~~Carla~~Directors ~~Cerami~~are ~~Hand,~~responsible MDfor overseeing our business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, ~~PhD(1)(2)~~attributes and professional experience. The board believes that there are general requirements for service on our board of directors that are applicable to all directors and that there are other skills and experience that should be represented on the board as a whole but not necessarily by each director. The board considers the qualifications of director and director candidates individually and in the broader context of the board’s overall composition and our current and future needs.

~~74,468,473~~ITEM 11. EXECUTIVE COMPENSATION

79 The following is a summary of the compensation we paid to our President, Chief Executive Officer, Chief Financial Officer, Secretary and sole director, Ori Rosenbaum, for the three years ended December 31, 2008, 2009 and 2010.6% We had no other executive officers for any of those years.

All officers and directors

	Annual Compensation					Long Term Compensation
Name and Principal Position	Fiscal Year End	Salary ($)		Bonus ($)		All other and annual Compensa- tion and LTIP Payouts ($)		Securities under Options/ SARS Granted (#)		Restricted Shares or Restricted Share Units (#)

Ori Rosenbaum	2010		110,000(1)		0		0		0		0
President, Chief Executive Officer,	2009		252,500(1)		0		0		0		0
Chief Financial Officer and Secretary	2008		252,500(1)		0		0		0		0

(1) Mr. Rosenbaum’s compensation was paid as afollows: ~~group~~2010 (1consists ~~person)~~of $110,000 cash, 2009 consists of $252,500 non-cash compensation for services rendered and he was issued 252,500 Profits Interest Units in the LLC and 2008 consists of $252,500 non-cash compensation for services rendered and he was issued 252,500 Profits Interest Units in the LLC.

~~74,468,473~~Compensation of Directors

79Independent directors are permitted to receive fixed fees and other compensation for their services as directors.6% The board of directors has the authority to fix the compensation of independent directors. We currently do not have any independent directors. We plan to implement a compensation program for our independent directors, as and when they are appointed, which we anticipate will include such elements as an annual retainer, meeting attendance fees and stock options. The details of that compensation program will be negotiated with each independent director.

*Option ~~less~~Grants ~~than 1%~~ Table

~~(1)The~~We ~~business~~do ~~address~~not ofhave ~~each~~any ofstock ~~these~~incentive ~~persons is 710 Market Street, Chapel Hill, North Carolina 27516~~plans.

~~(2)Ms.~~Aggregated ~~Cerami~~Option ~~Hand~~Exercises and ~~Mr.~~Fiscal ~~Learned~~Year-End ~~Jeremiah~~Option ~~Hand~~Value are wife and husband. The 74,468,473 shares listed as beneficially owned by Mr. Learned Jeremiah Hand include 9,679,233 shares which are controlled by Carla Cerami Hand, as stated below; 7,200 shares issuable upon exercise of stock options, and 9,240 shares held through a family limited partnership controlled by him. Mr. Hand disclaims beneficial ownership of such 59,670,233 shares. Ms. Cerami is the sole limited partner of a partnership which holds 46,093 shares, is the owner of Cerami Consulting Corp. which owns 9,623,900 shares., and also controls 9,240 shares held via a trust, and may be deemed to beneficially own the 64,789,240 shares controlled by Learned Jeremiah Hand. She disclaims beneficial ownership of the 64,789,240 shares controlled by Learned Jeremiah Hand. Table

~~Equity~~We ~~Compensation~~do ~~Plans~~not have any stock incentive plans

~~Equity~~Long-Term ~~Compensation~~Incentive Plan ~~Information~~(“LTIP”) asAwards ~~of December 31, 2009~~Table

~~Number~~We ofdo ~~Securities~~not have any stock incentive plans.

~~remaining available~~20

~~(a)~~Employment Agreements

~~(b)~~ We do not have any employment agreements with our executive officers. Ori Rosenbaum, our current President, has received the compensation set forth above during the prior three fiscal years. His annualized base salary for calendar year 2011 is $132,000, to be paid in cash.

~~for~~ITEM ~~future~~12. ~~issuance~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Number~~The following table sets forth certain information with respect to the beneficial ownership of ~~Securities~~our voting securities following the completion of the Reverse Merger by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of February 28, 2011.

Weighted Average

Name and Address	Number of Shares of Common Stock Beneficially Owned		Percentage Ownership of Shares of Common Stock

Owner of More than 5% of Class

Andrew Furia 1200 N. Coast Highway Laguna Beach, California 92651		12,049,477		13.8	%

Herrington Management 3535 East Coast Highway #47 Corona Del Mar, California 92625		4,500,000		5.1	%

Directors and Executive Officers

Ori Rosenbaum 1200 N. Coast Highway Laguna Beach, California 92651		38,746,350		44.2	%

All directors and executive officers (1 persons)		38,746,350		44.2	%

~~under equity~~21

ToITEM be13. ~~issued~~CERTAIN ~~upon~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~exercise~~ Except ~~price~~for the ownership of our securities, and except as set forth below, none of the directors, executive officers, holders of more than five percent of our outstanding common stock, or any member of the immediate family of any such person have, to our knowledge, had a material interest, direct or indirect, in any transaction or proposed transaction which may materially affect our company.

~~compensation~~· ~~plans~~On November 12, 2010, the parents of Mr. Rosenbaum loaned Auri Design Group, LLC, the sum of $150,000. The note is for a three year term at an interest rate of 10% per annum. Repayment terms are interest only for twelve months and monthly amortization of principal and interest for 24 equal months thereafter. The note is secured by a secondary security interest in all of the Company’s assets excluding accounts receivable and certain intangible assets.

~~exercise~~· On November 12, 2010, Andrew Furia, a holder of ~~existing~~ in excess of 5% of our outstanding ~~options~~common stock, ( loaned to Auri Design Group, LLC the sum of $50,000 The note is for a three year term at an interest rate of 10% per annum. Repayment terms are interest only for twelve months and monthly amortization of principal and interest for 24 equal months thereafter. The note is secured by a secondary security interest in all of the Company’s assets excluding ~~Securities~~accounts receivable and certain intangible assets

~~Options~~ Except as disclosed above, ~~warrants~~no executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last fiscal year.

~~warrants~~Procedures ~~and~~for Approval of Related Party Transactions

~~reflected~~Our inboard of directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

~~Plan~~ITEM ~~Category~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES

In connection with the audit of Auri Design Group, LLC’s financial statements for the years ended December 31, 2010 and ~~rights~~2009, we paid our principal accounting firm, Malone Bailey, LLP, audit fees of $36,000. This amount was recorded and paid by the Company in 2011.

~~rights~~22

~~column~~PART ~~(a)~~IV

Equity compensation

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	(1)	Financial Statements

	Index to consolidated financial statements:		Page

		Financial Statements of Auri Design Group, LLC

		Report of Independent Registered Public	F-1
		Accounting Firm

		Balance Sheets as of	F-2
		December 31, 2010 and 2009

		Statements of Operations and Accumulated Deficit	F-3
		For the Years Ended
		December 31, 2010 and 2009

		Statements of Changes in Members' Equity	F-4
		For the Years Ended
		December 31, 2010 and 2009

		Statements of Cash Flows	F-5
		For The Years
		Ended December 31, 2010 and 2009

		Notes to Financial Statements	F-8

		Financial Statements of Auri, Inc. (formerly known as Wellstone Filter Sciences, Inc.)

		Report of Independent Registered Public	F-15
		Accounting Firm

		Consolidated Balance Sheets as of	F-17
		December 31, 2010 and 2009

		Consolidated Statements of Operations	F-18
		For the Years Ended December 31, 2010 and 2009
		and the Period From February 17, 1998 (date of inception)
		to December 31, 2010

		Consolidated Statement of Changes in Stockholders’ Equity Deficit	F-19
		From Date of Inception (February 17, 1998)
		Through December 31, 2010

		Condensed Consolidated Statements of Cash Flows	F-21
		From Date of Inception (February 17, 1998)
		Through December 31, 2010

		Notes to Financial Statements	F-22

		Pro Forma Unaudited Consolidated Balance Sheet

		Pro Forma Unaudited Consolidated Balance Sheet (Auri Design Group, LLC and Auri, Inc. (formerly	F-__
		known as Wellstone Filter Sciences, Inc.)

~~7,200~~23

~~$250 9,600~~To the Members of

~~approved~~Auri byDesign Group, LLC

~~Security~~Laguna ~~holders~~Beach, California

~~Equity~~We ~~compensation~~have audited the accompanying balance sheets of Auri Design Group, LLC (the “Company”) as of December 31, 2010 and 2009 and the related statements of operations, changes in members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

-We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Auri Design Group, LLC as of December 31, 2010 and 2009 and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in 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 C to the consolidated financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Plans~~/s/ ~~not~~MaloneBailey, ~~approved~~ LLP

ByHouston, ~~Security holders~~Texas

~~Total~~March 14, 2011

~~7,200~~F-1

9AURI DESIGN GROUP,~~600~~ LLC BALANCE SHEETS DECEMBER 31, 2010 AND 2009

	2010		2009
ASSETS

Cash and cash equivalents	$	406,439	$	22,931
Accounts receivable - net		104,355		159,848
Due from factor		15,796		-
Inventory - net		226,773		196,507
Prepaid expenses and other assets		116,320		21,268
Deferred finance fee - net		18,778		-

Total Current Assets		888,461		400,554

Property and equipment - net		85,035		69,082

Total Assets	$	973,496	$	469,636

LIABILITIES AND MEMBERS' CAPITAL ACCOUNTS

Accounts payable	$	85,337	$	53,280
Accrued liabilities		46,132		50,309
Short-term portion of long-term note payable		12,500		-
Short-term portion of long-term related party note payable		4,167		-
Short-term convertible note payable		500,000		-

Total Current Liabilities		648,136		103,589

Long-term note payable - net of short term portion		137,500		-
Long-term related party note payable - net of short term portion		45,833		-

Total Liabilities		831,469		103,589

MEMBERS' CAPITAL ACCOUNTS		142,027		366,047

Total Liabilities and Members' Capital Accounts	$	973,496	$	469,636

~~Mr. Learned Hand, an officer and director, advanced $28,940 to Wellstone for expenses on a non~~F-~~interest bearing basis which had not been reimbursed as of December 31, 2009. Mr. Learned Hand advanced an additional $15,000 at a rate of 5% interest ($1,688 and $~~2,000 owed as of December 31, 2008 and June 30, 2009) Wellstone for operating expenses in September 2006 that has not been reimbursed as of December 31, 2009, and $7,500 also bearing interest at 5% ($750 and $906 owed as of December 31, 2008 and June 30, 2009) . All these payables and notes with interest were converted in to common stock at $.01 per share in May 2009. A law firm controlled by a brother of Learned Hand advanced funds on behalf of Wellstone from time to time prior to calendar 2006, and as of December 31, 2008 the amount unreimbursed to the law firm was $16,286. The shareholder of the law firm transferred this payable to Learned Hand in May 2009 and it was converted into shares of common stock at $.01 per share. The highest amount owing to the law firm during 2009 or 2008 was $16,286.

Mr. Learned J. Hand has advanced the Company additional funds during 2007 in the amount of $61,144. Mr. Hand is under no commitment to continue to advance funds to the Company.

AURI DESIGN GROUP, LLC
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

	2010			2009

SALES
Men's sales - net	$	431,832		$	569,981
Women's sales - net		133,664			-
		565,496			569,981

Reboxing, shipping and delivery, and other sales		12,469			7,610
Total Sales		577,965			577,591

COST OF GOODS SOLD		448,493			439,608

GROSS PROFIT		129,472			137,983

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,131,465			1,029,357

LOSS FROM OPERATIONS		(1,001,993	)		(891,374	)

OTHER INCOME (EXPENSE)
Interest and other income		936			882
Interest expense		(14,108	)		-
Total other income (expense)		(13,172	)		882

NET LOSS		(1,015,165	)		(890,492	)

ACCUMULATED DEFICIT, BEGINNING OF YEAR		(2,781,754	)		(1,891,262	)

ACCUMULATED DEFICIT, END OF YEAR	$	(3,796,919	)	$	(2,781,754	)

Carla Cerami Hand or Cerami Consulting Corporation and an entity controlled by Learned Hand loaned various amounts to Wellstone for its capital requirements prior to the year ended December 31, 2006. The loans are due on demand, bear interest at 8% per annum and are represented by promissory notes. As of December 31, 2009 and 2008, $36,644 and $34,671 had accrued as interest on these notes, none of which had been paid. These related party notes payable totaled $59,200 as of December 31, 2009 and 2008. All of these amounts with accrued interest were converted into common stock in May 2009. F-3

The Company has a licensing agreement with Cerami Consulting Corporation, an entity owned and controlled by the spouse of the Company's Chief Executive Officer. The licensing agreement grants the Company the exclusive worldwide exploitation rights to practice and utilize the inventions, technology, know- how, and patent, including the rights to manufacture and market the filters which are the subject of the licensing agreement, that are held by Cerami Consulting Corporation. In exchange for the license rights, the Company agreed to pay all future costs for development, manufacture, and commercialization of the technology, including all other future fees and costs in connection with the patents.

AURI DESIGN GROUP, LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

	Membership		Member		Accumulated
	Units		Contributions		Deficit			Total

Balance, December 31, 2008		2,705,403	$	2,705,403	$	(2,463,647	)	$	241,756

Contributions		549,963		549,963		-			549,963

Membership units exchanged for services		464,820		464,820		-			464,820

Net loss		-		-		(890,492	)		(890,492	)

Balance, December 31, 2009		3,720,186		3,720,186		(3,354,139	)		366,047

Contributions		486,950		486,950		-			486,950

Membership units exchanged for services		304,195		304,195		-			304,195

Net loss		-		-		(1,015,165	)		(1,015,165	)

Balance, December 31, 2010		4,511,331	$	4,511,331	$	(4,369,304	)	$	142,027

~~Item 14 Principal Accountant Fees and Services.~~F-4

Audit Fees

AURI DESIGN GROUP, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2010 AND 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,015,165	)	$	(890,492	)
Adjustments to reconcile net loss to cash
used in operating activities
Depreciation and amortization		54,936			21,316
Profit interest units exchanged for services		334,588			464,820
Changes in:
Accounts receivable		55,493			(120,175	)
Due from factor		(15,796	)		-
Inventory		(30,266	)		(29,706	)
Prepaid expenses and other current assets		(95,052	)		(21,268	)
Accounts payable		32,057			43,583
Accrued expenses		(4,177	)		16,080
Net cash used in operating activities		(683,382	)		(515,842	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for purchase of property and equipment		(69,667	)		(76,149	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term convertible note payable		480,000			-
Proceeds from issuance of long-term related party note payable		50,000			-
Proceeds from issuance of long-term note payable		150,000			-
Proceeds from capital contributions		456,557			549,963
Net cash provided by financing activities		1,136,557			549,963

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		383,508			(42,028	)

Cash and Cash Equivalents - Beginning		22,931			64,959
CASH AND CASH EQUIVALENTS - ENDING	$	406,439		$	22,931

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	10,830		$	-

NON-CASH FINANCING ACTIVITIES:
Financing of loan acquisition costs	$	20,000		$	-

~~Item 14 Principal Accountant Fees and Services.~~F-5

~~During~~AURI ~~the~~DESIGN ~~period covering the fiscal year ended December 31~~GROUP, ~~2009, our principal accounting firm Blackwing~~ ~~Group~~LLC ~~was paid review fees of $750 for reviewing our Form 10Q reports in 2009. During the period~~

23NOTES TO FINANCIAL STATEMENTS

~~Audit~~DECEMBER ~~Committees~~31, ~~pre-approval~~2010 ~~policies~~AND ~~and procedures~~ 2009

WeNOTE doA ~~not~~– ~~have~~DESCRIPTION anOF ~~audit~~BUSINESS ~~committee. Our~~AND ~~engagement~~BASIS ofOF Blackwing Group LLC, as our independent registered public accounting firm, was approved by the Board of Directors. No services described in Item 9(e)(2) through 9(e)(4) of Schedule 14A were performed by our auditors.PRESENTATION

24Nature of business - Auri Design Group, LLC was incorporated in California on January 1, 2008. Auri Design Group, LLC designs, develops, manufactures and sells men’s and women’s footwear. It utilizes unique technical materials and designs and incorporates those attributes with fashionable, contemporary styles, presenting the highest level of tactile, aesthetic and functional qualities available of any footwear brand offering. The Company’s footwear products are manufactured in China and sold primarily to retail outlets throughout the United States.

~~PART~~NOTE IVB – SIGNIFICANT ACCOUNTING POLICIES

~~Item~~Use 15of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.

~~EXHIBITS~~Revenue ~~AND~~recognition ~~FINANCIAL~~– ~~STATEMENT~~The ~~SCHEDULES~~Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This typically occurs when the product is shipped. Sales reductions for anticipated returns are recognized during the period when sales are recorded.

~~(a)~~Impairment ~~Financial~~of ~~Statements~~long-lived assets –. ~~All~~The ~~Financial~~carrying ~~Statements~~values of long-lived assets, which include property and equipment, are ~~listed~~evaluated inperiodically ~~Item~~for 7impairment. NoImpairment ~~schedules~~losses are ~~required~~recognized when indicators of impairment are present and discounted cash flow estimated to be generated by the Company’s long-lived assets is less than the carrying amount of such assets. The amount of impairment loss, if any, is determined by comparing the amount of the Company’s long-lived assets to its estimated fair value. No impairment losses have been recognized during 2010 or 2009.

~~(b)~~NOTE ~~Exhibits. The~~C ~~following~~– ~~exhibits~~GOING ~~of the Company are included herein.~~ CONCERN

2As shown in the accompanying financial statements, we have incurred net losses of $1,015,165 and $890,492 during 2010 and 2009, respectively. ~~Plan~~In addition, we have accumulated losses of ~~acquisition~~$4,369,304 ~~reorganization~~as of December 31, ~~arrangement~~2010. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, ~~liquidation~~we may raise additional capital through the sale of equity securities, through an offering of debt securities or ~~succession~~through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

3.F-6

~~10.~~NOTE ~~Material~~D ~~Contracts~~– ACCOUNTS RECEIVABLE

~~10.10~~Our ~~Lease~~customers ~~Extension~~are ~~Agreement~~granted ~~with~~varying Ucredit terms.S. ~~Flue-Cured~~During ~~Tobacco~~2010, ~~Growers~~a ~~Inc~~majority of our accounts receivables were sold on a nonrecourse basis to a factoring company., ~~dated~~The ~~May~~remaining 2,balances ~~2005~~are ~~(5)~~collected directly by the Company.

~~32.1~~NOTE ~~Certification~~E of– ~~Chief~~ALLOWANCE ~~Executive~~FOR ~~and~~BAD ~~Financial Officer pursuant to 18 U.S.C. Section 1350(11).~~DEBTS

~~(1)~~We ~~Incorporated~~establish byan ~~reference~~allowance tofor ~~the~~bad ~~Company's~~debts ~~Registration~~through ~~Statement~~a onreview ~~Form~~of ~~10-SB~~several factors including historical collection experience, ~~file~~current noaging status of the customer accounts, and financial condition of our customers. ~~0-28161~~Bad debt expense has traditionally been insignificant. There was an allowance for doubtful accounts of $6,686 as of December 31, 2010 and 2009.

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

~~(3)~~Inventories ~~Incorporated by reference to~~consists of finished goods which are stated at the ~~Company's~~ ~~Current~~lower ~~Report~~of oncost ~~Form~~or ~~8-K~~market ~~dated~~using ~~August~~the 6,average ~~2001~~cost method of accounting. Inventories consisted of the following as of December 31:

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

	2010			2009
On hand	$	232,080		$	195,949
Consignment		16,015			15,538
Showroom		1,876			-
Total		249,971			211,487
Less: allowance for obsolescence		(23,198	)		(14,980	)
Net inventory	$	226,773		$	196,507

NOTE G – PREPAID ASSETS AND OTHER ASSETS

~~(5)~~At ~~Incorporated~~December by31, ~~reference~~2010, toprepaid ~~the~~and ~~Company's~~other ~~amended~~assets ~~Annual~~consists ~~Report on~~of ~~Form~~inventory ~~10-KSB/A~~deposits of $91,760 ~~dated~~and prepaid tradeshows and other of $24,560. At December 31, ~~2004~~2009, prepaid assets consists of inventory deposits of $9,708 and prepaid tradeshows and other of $11,560.

25NOTE H – PROPERTY AND EQUIPMENT

~~(6)~~Property ~~Incorporated~~and byequipment, ~~reference to~~consisting ~~the~~primarily ~~Company's Current Report~~of ontooling, ~~Form~~molds ~~8-K~~and dies, ~~dated~~are ~~December~~carried 25at cost, ~~2005~~less accumulated depreciation. Depreciation is provided using the straight-line and double declining balance methods over the estimated useful lives of the assets, which are generally three to five years.

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

~~(8)~~NOTE ~~Incorporated~~H by– ~~reference~~PROPERTY toAND ~~the~~EQUIPMENT ~~Company's Current Report on Form 8-K, dated January 22, 2007.~~(Continued)

~~(9)~~Property ~~Incorporated~~and byequipment ~~reference~~consisted toof the ~~Company's~~following ~~Annual~~at ~~Report on Form 10-KSB, dated~~ December 31~~, 2006.~~:

(10) Incorporated by reference to the Company's Annual Report on Form 10-KSB, dated December 31, 2008.

	2010			2009

Tooling, molds & dies	$	155,349		$	85,908
Furniture & equipment		9,102			9,046

Total		164,451			94,954
Less: accumulated depreciation		(79,416	)		(25,872	)

Net property & equipment	$	85,035		$	69,082

~~(11)~~ Depreciation ~~Filed~~expense ~~herewith~~totaled $53,714 and $21,316 for 2010 and 2009, respectively.

26NOTE I – DUE FROM FACTOR

~~SIGNATURES~~On January 21, 2010, the Company signed a Discount Factoring Agreement with Merchant Factors Corp. and CIT Group/Commercial Services, Inc. (Factor). The Company submits customers and related invoices to Merchants who either approves or disapproves the customer for accounts receivable factoring. The Factor purchases account receivable invoices for approved customers only. The sales of these invoices is considered a transfer and are classified as sales of receivables. These invoices are nonrecourse to the Company if not collected when due solely because of the customer’s financial inability to pay and not because of a dispute with the customer. All individually approved invoices under $200 are full recourse to the Company. The majority of approved invoices are over $200. The Company holds the entire risk for the receivables it retains. Approximately 70% of the Companies accounts receivable balances are factored. The net factor receivable balance at December 31, 2010 was $15,796.

~~Pursuant~~The toagreement ~~the~~provides ~~requirements~~for an advance rate up to 75% of ~~Section~~each 13credit-approved orreceivable. There ~~15(d)~~is an up-front fee of ~~the~~1.25% ~~Securities~~of ~~Exchange~~each ~~Act~~receivable with a minimum of ~~1934~~$15,000 ~~the~~per ~~Registrant~~year ~~has~~in ~~duly~~fees. Fees ~~caused~~for ~~this~~2010 ~~report~~totaled to$5,034. Because beit ~~signed~~was onthe ~~its~~first ~~behalf~~year byof the ~~undersigned~~factor arrangement, ~~thereunto~~the ~~duly~~minimum ~~authorized~~fee onrequirement ~~April~~was ~~10,~~waived for 2010.

~~WELLSTONE~~An ~~FILTER~~interest ~~SCIENCES~~rate equal to prime + 3.5% with a 6% floor is charged any amounts owed to the Factor. Factor advances are secured by a primary secruity interest in all accounts receivable (including those amounts not factored) and all sums standing to the credit with the factor, ~~INC~~whether on the books of the Company or an Affiliate of the Company. As of December 31, 2010, no amounts were owed to the factor.

~~By:/s/ Learned Jeremiah Hand~~F-8

~~Learned~~NOTE ~~Jeremiah~~J ~~Hand~~– SHORT-TERM CONVERTIBLE NOTE PAYABLE

~~CEO~~On December 20, 2010, the company borrowed $500,000 under a short-term convertible note due 180 days later. Interest accrues at 15% per annum, payable monthly commencing January 15, 2011. The principal is callable at anytime by the Company with a 2% fee. The note is convertible into voting units of the Company or, if the Company has merged into a Corporation, into restricted common shares of the Corporation, both conversions at the conversion price equal to any equity share offering price.

~~Pursuant~~An toorigination ~~the~~fee ~~requirements~~ of ~~the Securities Exchange Act of 1934~~$20,000 ~~this~~was ~~report~~deducted ~~has~~from ~~been signed below by~~ the ~~following~~proceeds, ~~persons~~which onis ~~behalf~~being ofamortized ~~the~~over ~~Registrant and in~~ the ~~capacities~~6-month onterm. Amortization ~~April~~was 10$1,222 during 2010.

~~By:/s/Learned~~NOTE ~~Jeremiah~~K ~~Hand~~– LONG-TERM NOTE PAYABLE

~~CEO~~The Company borrowed $150,000 on November 12, 2010, under a three year note with an interest rate of 10% per annum. Repayment terms are interest only for twelve months and ~~Director~~monthly amortization of principal and interest for 24 equal months thereafter. The note is secured by all of the Company’s assets excluding accounts receivable and certain intangible assets. The short term portion of long-term note payable at December 31, 2010 is $12,500.

~~Learned~~Future ~~Jeremiah~~maturities ~~Hand~~of the long-term note payable as of December 31, 2010 are as follows:

(principal executive officer and acting

2011	$	12,500
2012		75000
2013		62500

Total	$	150,000

~~accounting~~NOTE ~~and~~L ~~financial~~– ~~officer)~~RELATED PARTY NOTE PAYABLE

27The Company has a long-term note payable to a majority owner at December 31, 2010 of $50,000. The note is dated November 12, 2010 and is for a three year term with an interest rate of 10% per annum. Repayment terms are interest only for twelve months and monthly amortization of principal and interest for 24 equal months thereafter. The note is secured by all of the Company’s assets excluding accounts receivable and certain intangible assets. The short term portion of long-term notes payable at December 31, 2010 is $4,167.

~~Child, Van Wagoner & Bradshaw PLLC~~F-9

~~Certified~~ NOTE ~~Public~~L ~~Accountants~~– RELATED PARTY NOTE PAYABLE (Continued)

~~REPORT~~Future OFmaturities ~~INDEPENDENT~~of ~~REGISTERED~~the ~~PUBLIC~~long-term ~~ACCOUNTING~~related ~~FIRM~~party note payable as of December 31, 2010 are as follows:

Officers and Directors

2011	$	4,167
2012		25,000
2013		20,833

Total	$	50,000

~~Wellstone~~NOTE ~~Filter~~M ~~Sciences,~~– ~~Inc~~MEMBERSHIP UNITS ISSUED

WeThe ~~have~~Company ~~audited~~issued ~~the~~membership ~~accompanying~~units ~~consolidated~~for ~~balance~~cash ~~sheets~~during of2010 ~~Wellstone~~and ~~Filter~~2009. Total ~~Sciences,~~units ~~Inc. as~~issued offor ~~December~~cash 31were 486,950 ~~2009~~ and ~~2008~~549,963 ~~and~~for ~~the~~2010 ~~related~~and ~~consolidated~~2009, ~~statements~~respectively. Of ofthe ~~operations,~~units ~~changes~~issued in ~~stockholders'~~2010, ~~deficit~~30,700 ~~and cash~~were ~~flows~~issued ~~for~~in ~~the~~exchange ~~years~~for ~~then~~0.01 ~~ended~~per unit. ~~These~~ Consulting ~~financial~~expense ~~statements~~of ~~are~~$30,393 ~~the~~was ~~responsibility~~recorded ofby the Company’s ~~management. Our responsibility is~~ to ~~express~~reflect anthe ~~opinion~~$1 onper ~~these~~share ~~financial~~value ~~statements~~of ~~based~~the onunits ~~our audits~~issued.

WeThe ~~conducted~~Company ~~our~~also ~~audit~~awarded inmembership ~~accordance~~units ~~with~~to ~~the~~several ~~standards~~employees ofand ~~the~~non-employees ~~Public~~in ~~Company~~exchange ~~Accounting~~for ~~Oversight~~services ~~Board~~provided ~~(United~~during ~~States~~2010 ofand ~~America)~~2009. ~~Those~~ These ~~standards~~units ~~require~~were ~~that~~determined ~~we plan and perform the audit~~ to ~~obtain~~have ~~reasonable~~a ~~assurance~~value ~~about~~of ~~whether~~$1 ~~the~~and ~~financial statements~~ are ~~free~~subject ofto ~~material~~certain ~~misstatement~~vesting provisions. The ~~company~~number isof ~~not~~units ~~required~~vested toin ~~have,~~2010 ~~nor~~and ~~were~~2009 wewas ~~engaged~~304,195 toand ~~perform~~464,820, anrespectively. The ~~audit~~compensation ofcost ~~its~~related ~~internal~~to ~~control~~vested ~~over~~units ~~financial reporting. Our audits~~ included ~~consideration~~in ofselling, ~~internal~~general ~~control~~and ~~over~~administrative ~~financial~~expenses ~~reporting as a basis~~ for ~~designing~~2010 ~~audit~~and ~~procedures~~2009 ~~that~~was ~~are~~$169,195 ~~appropriate~~and ~~in the circumstances~~$344,820, ~~but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly~~respectively, weand ~~express~~consulting noexpense ~~such~~related ~~opinion.~~to Anvested ~~audit~~units ~~also~~included ~~includes~~in ~~examining~~selling, ongeneral aand ~~test~~administrative ~~basis,~~expenses ~~evidence~~for ~~supporting~~2010 ~~the amounts~~ and ~~disclosures~~2009 inwas ~~the financial statements~~$135,000 ~~assessing the accounting principles used~~ and ~~significant estimates made by management~~$120,000, ~~as well as evaluating the overall financial statement presentation~~respectively. We All ~~believe~~units ~~that~~were ~~our~~fully ~~audits~~vested ~~provide~~as aof ~~reasonable~~December ~~basis~~31, ~~for our opinion~~2010.

In ~~our~~February ~~opinion~~2011, ~~the~~these ~~consolidated financial~~membership ~~statements~~units ~~referred~~were toexchanged ~~above~~for ~~present~~common ~~fairly,~~shares ~~in all material respects, the financial position~~ of Wellstone Filter Sciences, Inc.~~as of December 31~~, ~~2009~~which ~~and~~is ~~2008,~~more asfully ofdescribed ~~December 31, 2009 and 2008, and the results of its operations, and its cash flows for the years then ended~~ in ~~conformity~~Note ~~with accounting principles generally accepted in the United States of America~~T.

~~The~~NOTE ~~accompanying~~N ~~financial~~– ~~statements~~PRODUCT ~~have~~DEVELOPMENT been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has recurring losses and has not generated revenues from its planned principal operations.. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. COSTS

~~/s/~~Costs ~~Child~~incurred in connection with the development and design of new products and manufacturing methods are charged to product development expense as incurred. During 2010 and 2009, ~~Van~~$58,314 ~~Wagoner~~and &$48,035, ~~Bradshaw~~respectively, ~~PLLC~~were expensed as product development costs, included in selling, general and administrative expenses.

~~Child, Van Wagoner & Bradshaw, PLLC~~F-10

~~Certified~~NOTE ~~Public~~O ~~Accountants~~– INCOME TAXES

~~Salt~~The ~~Lake~~Company ~~City~~is a pass-through entity for tax purposes therefore pays no federal or state income tax. Effective January 1, ~~Utah~~2011, the Company elected to be taxed as a corporation.

~~April~~NOTE ~~13,~~P ~~2010~~– OPERATING LEASE

28The Company leases space under a one year noncancelable lease agreement. Monthly payments under this agreement for the period through October 31, 2011 are $2,100. The Company had rent expense of $24,200 and $32,750 for 2010 and 2009, respectively.

~~WELLSTONE~~NOTE ~~FILTER~~Q ~~SCIENCES,~~- ~~INC.~~EMPLOYMENT AGREEMENT

~~CONSOLIDATED~~Effective ~~BALANCE~~January ~~SHEETS~~31, 2008, the Company entered into a two-year employment agreement with Andrew Tastad to serve as the Company’s Vice President of Sales, renewable annually in one-year increments. The agreement was automatically extended for one additional year on January 31, 2010 and again on January 31, 2011.

~~ASSETS~~ As part of the employment agreement, the Company also granted Mr.Tastad 201,560 membership units. As part of the First Amendment to the Employment Agreement, the Company agreed to issue an additional 112,684 membership units at a rate of 4,334 per month. These units were subject to certain vesting provisions and became fully vested during 2010. Upon termination of Mr. Tastad the Company is required to repurchase all of his membership units in the Company.

~~DECEMBER~~Effective December 2, 2010 Mr. Tastad’s agreement was further amended to 1) reduce his medical and base salary due upon termination from twelve (12) months to six (6) months and 2) end the issuance of any additional membership units subsequent to December 31, 2010.

~~DECEMBER~~NOTE ~~31,~~R – COMMITMENTS AND CONTINGENCIES

~~2009~~All of the Company’s footwear is manufactured in China. Manufacturing production and shipping schedules are frequently unpredictable and may change without notice. Payment terms are generally 30% approximately 30 days before shipment from China and 70% due upon shipment from China. Although the Company is not obligated to fund the 70% payment until, if and when, the product ships, there almost certainly will be a significant payment after the date of the financial statements. At December 31, 2010, this amount was approximately $300,000 and was paid in February 2011.

~~2008~~F-11

~~Current~~NOTE ~~Assets~~R – COMMITMENTS AND CONTINGENCIES (Continued)

~~Cash~~In the normal course of business, we may become subject to lawsuits and ~~cash~~other ~~equivalents~~claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations.

$NOTE S – CONCENTRATIONS

2In fiscal 2010,~~424~~ no one customer generated more than 10% of total sales. In fiscal 2009, 18% of sales was from one customer.

$At December 31, 2010, four customers had receivable balances exceeding 10% of the total balance; receivables from these customers were approximately 62% of total outstanding receivables. At December 31, 2009, two customers had receivable balances exceeding 10% of the total balance; receivables from these customers were approximately 32% of total outstanding receivables.

--During 2010 and 2009, the Company purchased all of its merchandise from one supplier in China.

~~Total~~NOTE ~~Current~~T ~~Assets~~– SUBSEQUENT EVENTS

2On February 24,~~424~~ 2011, the Company completed a merger agreement with Wellstone Filter Sciences, Inc., the principal Wellstone stockholder, the owners of Auri Design Group, LLC and Auri Design Group, LLC. Wellstone is a publicly-traded company with no current operations and is considered a development stage company. The owners of Auri exchanged their membership units for common stock of WFSI. After closing, the Auri Group of owners held approximately 68% of the outstanding common shares of WFSI.

F--12

~~Furniture~~REPORT ~~and~~OF ~~equipment,~~INDEPENDENT ~~net~~REGISTERED PUBLIC ACCOUNTING FIRM

--To the Officers and Directors

--Wellstone Filter Sciences, Inc

~~Total~~We ~~Property~~have audited the accompanying consolidated balance sheets of Wellstone Filter Sciences, Inc. (the “Company”) as of December 31, 2010, and ~~Equipment~~the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

--We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of Wellstone Filter Sciences, Inc. as of December 31, 2010, and the results of its operations, and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~Total~~The ~~Assets~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses and has not generated revenues from its planned principal operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

$/s/ MALONE BAILEY, LLP

~~2,424~~www.malonebailey.com

$Houston, Texas

--April 7, 2011

~~LIABILITIES AND STOCKHOLDERS' DEFICIT~~ F-13

~~Current~~Child, ~~Liabilities~~Van Wagoner & Bradshaw PLLC

~~Note~~Certified ~~payable~~Public ~~– due on demand – Note 12~~Accountants

$REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~1,500,000~~Officers and Directors

$Wellstone Filter Sciences, Inc

2We have audited the accompanying consolidated balance sheets of Wellstone Filter Sciences,~~250~~ Inc. as of December 31,~~000~~ 2009 and 2008, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Accounts~~We ~~payable~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

~~561~~In our opinion,~~178~~ the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Wellstone Filter Sciences, Inc.as of December 31, 2009 and 2008, as of December 31, 2009 and

~~557~~2008,~~944~~ and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~Related~~The ~~party~~accompanying ~~accounts~~financial ~~payable~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has recurring losses and has not generated revenues from its planned principal operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

--/s/ Child, Van Wagoner & Bradshaw, PLLC

~~116~~Child,~~728~~ Van Wagoner & Bradshaw, PLLC

~~Accrued~~Certified ~~expenses~~Public Accountants

~~678~~Salt Lake City,~~671~~ Utah

1April 13,~~356,224~~ 2010

~~Note payable to affiliate~~F-14

--WELLSTONE FILTERS, INC. (a development stage company) CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2010 AND 2009

59,200

	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	100		$	2,424

Total assets	$	100		$	2,424

LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
Notes payable	$	-		$	1,500,000
Accounts payable		-			561,178
Due to related party		5,714			-
Accrued expenses		4,500			678,671

Total current liabilities		10,214			2,739,849

Total Liabilities		10,214			2,739,849
Stockholders' deficit:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized, 93,551,580 shares issued and outstanding		93,552			93,552
Additional paid in capital		35,628,824			32,843,175
Deficit accumulated during development stage		(35,732,490	)		(35,674,152	)

Total stockholders' deficit		(10,114	)		(2,737,425	)

Total liabilities and stockholders' deficit	$	100		$	2,424

~~Total~~The ~~Current~~accompanying ~~Liabilities~~notes are an integral part of the financial statements

~~2,739,849~~F-15

4WELLSTONE FILTERS,~~340,096~~ INC. (a development stage company) CONSOLIDATED STATEMENTS OF OPERATIONS

Total Liabilities

1998 (inception)	Year ended December 31,						From February 17, 1998 through
	2010			2009			December 31, 2010 (Unaudited)
Revenues	$	-		$	-		$	258,193

Cost of goods sold		-			-			273,075

Gross profit		-			-			(14,883	)

Operating expenses:
Selling, general and administrative expenses		12,538			2,976,678			34,214,003
Research and development		-			-			237,269
Total operating expenses		12,538			2,976,678			34,451,272

Net loss from operations		(12,538	)		(2,976,678	)		(34,466,155	)

Other income (expense):
Interest expense		-			(92,931	)		(1,567,609	)
Forgiveness of debt		-			-			347,074

Net loss before provision for income taxes		(12,538	)		(3,069,609	)		(35,686,690	)

Provision for income taxes		-			-			-

Net loss from continuing operations		(12,538	)		(3,069,609	)		(35,686,690	)

(Loss) from discontinued operations		(45,800	)		-			(45,800	)

NET LOSS	$	(58,338	)	$	(3,069,609	)	$	(35,732,490	)

Net income (loss) per common stock (basic and fully diluted):
Continuing operations	$	(0.00	)	$	(0.05	)
Discontinued operations	$	(0.00	)	$	-
Total	$	(0.00	)	$	(0.05	)

Weighted average shares outstanding (basic and fully diluted)		93,551,580			58,627,096

~~2,739,849~~The accompanying notes are an integral part of the financial statements

~~4,340,096~~F-16

WELLSTONE FILTER SCIENCES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' ~~EQUITY~~DEFICIT FROM DATE OF INCEPTION (~~DEFICIT~~FEBRUARY 17, 1998) THROUGH DECEMBER 31, 2010 (unaudited from February 17, 1998 through December 31, 2007)

Preferred stock, $0.001 par value, 1,000,000

									Additional
	Preferred Stock				Common Stock				Paid In			Subscription		Accumulated
	Shares		Amount		Shares		Amount		Capital			Receivable		Deficit			Total
Balance, February 17, 1998		-	$	-		-	$	-	$	-		$	-	$	-		$	-
Restatement for capitalization		-		-		84,000		84		(84	)		-		-			-
Capital contributions		-		-		-		-		-			-		100			100
Net loss		-		-		-		-		-			-		(6,675	)		(6,675	)
Balance, December 31, 1998		-		-		84,000		84		(84	)		-		(6,575	)		(6,575	)
Net loss		-		-		-		-		-			-		(969	)		(969	)
Balance, December 31, 1999		-		-		84,000		84		(84	)		-		(7,544	)		(7,544	)
Net loss		-		-		-		-		-			-		(21,395	)		(21,395	)
Balance, December 31, 2000		-		-		84,000		84		(84	)		-		(28,939	)		(28,939	)
Acquisition of Farallon Corporation		-		-		8,400		8		(2,850	)		-		-			(2,842	)
Stock issued in cancellation of debt		-		-		2,387		3		2,840			-		-			2,843
Reclassification of members' contribution to additional paid in capital		-		-		-		-		100			-		(100	)		-
Net loss		-		-		-		-		-			-		(8,218	)		(8,218	)
Balance, December 31, 2001		-		-		94,787		95		6			-		(37,257	)		(37,156	)
Additional paid in capital		-		-		-		-		16,800			-		-			16,800
Net loss		-		-		-		-		-			-		(35,033	)		(35,033	)
Balance, December 31, 2002		-		-		94,787		95		16,806			-		(72,290	)		(55,389	)
Additional paid in capital		-		-		-		-		12,600			-		-			12,600
Net loss		-		-		-		-		-			-		(72,694	)		(72,694	)
Balance, December 31, 2003		-		-		94,787		95		29,406			-		(144,984	)		(115,483	)
Common stock issued for cash		-		-		230		-		195,000			-		-			195,000
Common stock issued for services		-		-		6,000		6		6,269,994			-		-			6,270,000
Stock options issued to consultants		-		-		-		-		654,946			-		-			654,946
Stock options issued to officers and employees		-		-		-		-		13,555,000			-		-			13,555,000
Warrants issued for debt		-		-		-		-		1,020,000			-		-			1,020,000
Net loss		-		-		-		-		-			-		(20,802,580	)		(20,802,580	)
Balance, December 31, 2004		-	$	-		101,017	$	101	$	21,724,346		$	-	$	(20,947,564	)	$	776,883

~~shares~~The ~~authorized;~~accompanying nonotes ~~shares~~are ~~issued~~an ~~and~~integral ~~outstanding~~part of the financial statements

F--17

--WELLSTONE FILTER SCIENCES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FROM DATE OF INCEPTION (FEBRUARY 17, 1998) THROUGH DECEMBER 31, 2010 (unaudited from February 17, 1998 through December 31, 2007)

Common stock, $0.001 par value, 300,000,000 shares

									Additional
	Preferred Stock				Common Stock				Paid In		Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			Total
Balance forward		-	$	-		101,017	$	101	$	21,724,346	$	-		$	(20,947,564	)	$	776,883
Common stock issued for exercise of options		-		-		240		-		2,000		-			-			2,000
Common stock issued for services		-		-		1,800		2		4,589,998		-			-			4,590,000
Stock options issued to employees		-		-		-		-		1,920,000		-			-			1,920,000
Employee subscription receivable		-		-		1,040		1		25,999		(26,000	)		-			-
Net loss		-		-		-		-		-		-			(8,675,439	)		(8,675,439	)
Balance, December 31, 2005		-		-		104,097		104		28,262,343		(26,000	)		(29,623,003	)		(1,386,556	)
Common stock issued for exercise of options		-		-		240		-		2,000		-			-			2,000
Payment of subscription receivable		-		-		-		-		-		26,000			-			26,000
Net loss		-		-		-		-		-		-			(2,772,581	)		(2,772,581	)
Balance, December 31, 2006		-		-		104,337		104		28,264,343		-			(32,395,584	)		(4,131,137	)
Shares issued for rounding in reverse split		-		-		1,652		2		-		-			-			-
Net loss		-		-		-		-		-		-			(77,054	)		(77,054	)
Balance, December 31, 2007		-		-		105,989		106		28,264,343		-			(32,472,638	)		(4,208,191	)
Net loss		-		-		-		-		-		-			(131,905	)		(131,905	)
Balance, December 31, 2008		-		-		105,989		106		28,264,343		-			(32,604,543	)		(4,340,096	)
Stock issued on conversion of debt		-		-		33,928,231		33,928		1,662,483		-			-			1,696,411
Stock based compensation from conversion of debt		-		-		59,517,360		59,518		2,916,351		-			-			2,975,869
Net loss		-		-		-		-		-		-			(3,069,609	)		(3,069,609	)
Balance, December 31, 2009		-		-		93,551,580		93,552		32,843,177		-			(35,674,152	)		(2,737,425	)
Cancellation of debt in connection with the spinoff of wholly owned subsidiary		-		-		-		-		2,785,649		-			-			2,785,649
Net loss		-		-		-		-		-		-			(58,338	)		(58,338	)
Balance, December 31, 2010		-	$	-		93,551,580	$	93,552	$	35,628,826	$	-		$	(35,732,490	)	$	(10,114	)

~~authorized;~~The ~~93,551,580~~accompanying ~~and~~notes ~~105,989~~are ~~outstanding,~~an integral part of the financial statements

~~respectively~~F-18

93WELLSTONE FILTERS,~~552~~ INC. (a development stage company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

106

	Year ended December 31,						From February 17, 1998 through
	2010			2009			December 31, 2010 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) from continuing operations	$	(12,538	)	$	(3,069,609	)	$	(35,686,690	)
Adjustments to reconcile net loss to net cash used in operating activities:
Losses on discontinued operations		(45,800	)					(45,800	)
Depreciation		-			-			25,595
Common stock issued in exchange for services rendered		-			2,975,869			13,835,869
Fair value of options issued for services rendered		-			-			654,946
Fair value of options issued as compensation		-			-			15,475,000
Amortization of debt discount		-			-			1,020,000
Fair value of rental expense forgiven by related party		-			-			29,400
Loss on disposal of equipment		-			-			1,795
Increase (decrease) in:
Bank Overdraft								45
Accounts payable		15,800			750			574,494
Due from related party		5,714			2,484			119,634
Accrued expenses		34,500			92,930			1,477,734
Net cash (used in) provided by operating activities:		(2,324	)		2,424			(2,517,978	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-			-			(16,222	)

Net cash used in investing activities		-			-			(16,222	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		-			-			199,000
Proceeds from exercise of options		-			-			26,000
Proceeds from borrowing on a long term basis		-			-			2,250,000
Member contribution to equity		-			-			100
Proceeds from related party note payable		-			-			59,200
Net cash provided by financing activities:		-			-			2,534,300


Net increase in cash and cash equivalents		(2,324	)		2,424			100
Cash and cash equivalents, beginning of the period		2,424			-			-

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