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 November 30, 2004


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


                                    Delaware
                 (State or other jurisdiction of incorporation)


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


 250 Crown Boulevard, Timberlake, North Carolina                  27583
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:  (914) 333-0090


<PAGE>


Item 1.01         Entry into a Material Definitive Agreement.

          As of  November  28,  2004,  the  Registrant  issued its $1.5  million
promissory  note due  December  31, 2006 to Carlson  Group,  Ltd. The note bears
interest at 4%, payable on maturity. In addition, the Registrant issued warrants
to  purchase  3,240,000  shares  of  common  stock at a price of $.50 per  share
(approximately  80% of the market  value of the common  stock on the date of the
funding commitment). The warrants are exercisable for 5 years and have piggyback
registration  rights.  The  consideration  for the note and the warrants is $1.5
million in cash received by the Registrant.

Item 9.01.    Financial Statements and Exhibits.

              (c)        Exhibits


              10. Material Contracts

                         10.4 4% Debenture
                         10.5 Warrant Agreement.

                                   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:  November 30, 2004                              WELLSTONE FILTERS, INC



                                                       By: /s/ Learned J. Hand
                                                       Learned J. Hand
                                                       Chief Executive Officer
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{"company-data": {"conformed-name": "WELLSTONE FILTERS INC /DE/", "cik": "0001092802", "assigned-sic": "9995", "irs-number": "330619264", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28161", "film-number": "041183989"}, "business-address": {"street1": "250 CROWN BOULEVARD", "street2": "NONE", "city": "TIMBERLAKE", "state": "NC", "zip": "27583", "phone": "9143330090"}, "mail-address": {"street1": "250 CROWN BOULEVARD", "street2": "NONE", "city": "TIMBERLAKE", "state": "NC", "zip": "27583"}, "former-company": {"former-conformed-name": "FARALLON CORP /DE/", "date-changed": "19990809"}}
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 November 30, 2004

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

                                    Delaware
                 (State or other jurisdiction of incorporation)

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

 250 Crown Boulevard, Timberlake, North Carolina                  27583
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:  (914) 333-0090
Item 1.01         Entry into a Material Definitive Agreement.

          As of  November  28,  2004,  the  Registrant  issued its $1.5  million
promissory  note due  December  31, 2006 to Carlson  Group,  Ltd. The note bears
interest at 4%, payable on maturity. In addition, the Registrant issued warrants
to  purchase  3,240,000  shares  of  common  stock at a price of $.50 per  share
(approximately  80% of the market  value of the common  stock on the date of the
funding commitment). The warrants are exercisable for 5 years and have piggyback
registration  rights.  The  consideration  for the note and the warrants is $1.5
million in cash received by the Registrant.

Item 9.01.    Financial Statements and Exhibits.

              (c)        Exhibits

              10. Material Contracts

                         10.4 4% Debenture
                         10.5 Warrant Agreement.

                                   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:  November 30, 2004                              WELLSTONE FILTERS, INC

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