8-K 1 filter8k.txt 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): August 8, 2003 Commission File Number: 000-50004 Filtering Associates, Inc. -------------------------- (Exact name of registrant as specified in its charter) Nevada 84-1556886 ------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 18 Technology, Suite 208, Irvine, California 92618 --------------------------------------------- ----- (Address of principal executive offices) (Zip Code) 949.510.9647 ------------ (Registrant's Telephone Number, Including Area Code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On August 8, 2003, Kevin Frost, President and a director of Filtering Associates, Inc., a Nevada corporation (the "Registrant") purchased 200,000 shares for $10,000 to provide working capital to the Registrant. The source of that $10,000 was the personal funds of Mr. Frost. As a result of this transaction, Mr. Frost directly and personally owns 1,180,000 shares of the Issuer's common stock which comprises 45.5% of the Issuer's total issued and outstanding shares. Mr. Frost has sole voting and dispositive power as to the 1,180,000 shares he owns directly. On August 8, 2003, Edward Wiggins, the Registrant's Treasurer, Chief Financial Officer and a director purchased 500,000 shares of the Registrant's common stock for $25,000 to provide working capital to the Registrant. The source of that of that $10,000 was the personal funds of Mr. Wiggins. As a result of this transaction, Mr. Wiggins directly and personally owns 500,000 shares of the Issuer's common stock which comprises 19.3% of the Issuer's total issued and outstanding shares. Mr. Wiggins has sole voting and dispositive power as to the 500,000 shares he owns directly. SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of our common stock as of August 8, 2003 by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

Title of Class Name and Address of Beneficial Amount and Nature of Beneficial Percent of Class Owner Owner ------------------------ ---------------------------------- ------------------------------------ ------------------~~-------~~ Kevin Frost ~~980~~1,180,000 shares 5145.85% Common Stock 18 Technology, Suite 208 President, Director Irvine, CA 92618 ------------------------ ---------------------------------- ------------------------------------ ------------------ Natalie Hoss 10,000 shares 0.54% Common Stock 18 Technology, Suite 208 Secretary, Director Irvine, CA 92618 ------------------------ ---------------------------------- ------------------------------------ ------------------ Edward Wiggins No500,000 shares ~~owned 0~~19.03% Common Stock 18 Technology, Suite 208 Chief Financial Officer, Treasurer, ~~Director~~ Irvine, CA 92618 Director ------------------------ ---------------------------------- ------------------------------------ ------------------ All directors and named ~~990~~1,690,000 shares 5265.32% Common Stock executive officers as a group ------------------------ ---------------------------------- ------------------------------------ ------------------

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them. The Registrant is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403 of Regulation S-B. 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. Filtering Associates, Inc. August 8, 2003 By: /s/ Kevin Frost ------------------------------ Kevin Frost, President and Chief Executive Officer

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