SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


Date of Report (Date of earliest event reported)  May 25, 2001


                             WELLSTONE FILTERS, INC.
             (Exact name of registrant as specified in its charter)


                              FARALLON CORPORATION
                                  (Former Name)

                                    Delaware
                 (State or other jurisdiction of incorporation)


         0-28161                                                  33-0619264
(Commission File Number)                     (IRS Employer Identification No.)


 712 Kitchawan Road, Ossining, New York                                10562
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (914) 762-7812
         CIK Number 0001092802



<PAGE>



Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

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

              The  Registrant   acquired  all  of  the  outstanding   membership
interests of Wellstone,  in exchange for 10,000,000  shares of the  Registrant's
Common Stock. In addition,  the Company issued 284,200 shares of common stock in
cancellation of debt. As a result, there are 11,284,200 shares outstanding.

              Pursuant to the Agreement,  the Board of Directors and officers of
the Registrant resigned and were replaced with the following persons:

Name                                       Age     Position


Learned Jermiah Hand               42      Chief Executive Officer and Director
Carla Cerami Hand,
 MD/PhD       34                           Research Director, Chief Scientific
                                                   Officer and Director

                                                        2

<PAGE>





              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
<TABLE>
<CAPTION>

                                                                        Number                     Percentage
                                                                       of Shares                    of Shares
   Name                                                                  Owned                        Owned

<S>                  <C>                                                      <C>                        <C>
Learned Jermiah Hand 1,100,000                                                9.7%
Carla Cerami Hand, MD,PhD                                                6,700,000                       59.4%
Anthony Cerami, PhD                                                      1,400,000                       12.4%

All officers
  and directors
  as a group
  (2 persons)                                                            7,800,000                       69.1%
</TABLE>

(1)  Ms. Cerami and Mr. Hand are wife and husband. Mr. Hand dis-
claims beneficial ownership of the shares held by his spouse. Mr.
Cerami is the sole shareholder of Cerami Consulting and the shares
listed as held by her in the above table include 5,600,000 shares
held of record by Cerami Consulting, Inc. Mr. Cerami is the father
of Carla Cerami Hand.



                                                        3

<PAGE>



Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b) The required  financial  statements and pro forma financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                                          dated February May 25, 2001, between
                                          the Registrant and Wellstone LLC.

                         3.      Certificate of Incorporation and Bylaws

                             3.3      Amendment to Certificate of Incorporation
                                    changing name to Wellstone Filters, Inc.


                                                        4

<PAGE>


                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated:  May 25, 2001                                   WELLSTONE FILTERS, INC



                                                       By: /s/ Learned J. Hand
                                                       Learned J. Hand
                                                       Chief Executive Officer



                                                        5

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported)  May 25, 2001

                             WELLSTONE FILTERS, INC.
             (Exact name of registrant as specified in its charter)

                              FARALLON CORPORATION
                                  (Former Name)

                                    Delaware
                 (State or other jurisdiction of incorporation)

         0-28161                                                  33-0619264
(Commission File Number)                     (IRS Employer Identification No.)

 712 Kitchawan Road, Ossining, New York                                10562
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (914) 762-7812
         CIK Number 0001092802
Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

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

              The  Registrant   acquired  all  of  the  outstanding   membership
interests of Wellstone,  in exchange for 10,000,000  shares of the  Registrant's
Common Stock. In addition,  the Company issued 284,200 shares of common stock in
cancellation of debt. As a result, there are 11,284,200 shares outstanding.

              Pursuant to the Agreement,  the Board of Directors and officers of
the Registrant resigned and were replaced with the following persons:

Name                                       Age     Position

Learned Jermiah Hand               42      Chief Executive Officer and Director
Carla Cerami Hand,
 MD/PhD       34                           Research Director, Chief Scientific
                                                   Officer and Director

                                                        2
The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
Number                     Percentage
                                                                       of Shares                    of Shares
   Name                                                                  Owned                        Owned
Learned Jermiah Hand 1,100,000                                                9.7%
Carla Cerami Hand, MD,PhD                                                6,700,000                       59.4%
Anthony Cerami, PhD                                                      1,400,000                       12.4%

All officers
  and directors
  as a group
  (2 persons)                                                            7,800,000                       69.1%
(1)  Ms. Cerami and Mr. Hand are wife and husband. Mr. Hand dis-
claims beneficial ownership of the shares held by his spouse. Mr.
Cerami is the sole shareholder of Cerami Consulting and the shares
listed as held by her in the above table include 5,600,000 shares
held of record by Cerami Consulting, Inc. Mr. Cerami is the father
of Carla Cerami Hand.

                                                        3
Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b) The required  financial  statements and pro forma financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                                          dated February May 25, 2001, between
                                          the Registrant and Wellstone LLC.

                         3.      Certificate of Incorporation and Bylaws

                             3.3      Amendment to Certificate of Incorporation
                                    changing name to Wellstone Filters, Inc.

                                                        4
SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated:  May 25, 2001                                   WELLSTONE FILTERS, INC

                                                       By: /s/ Learned J. Hand
                                                       Learned J. Hand
                                                       Chief Executive Officer

                                                        5