UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the Fiscal Year ended: September 30, 2008

       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                  For the transition period from: _____ to ____

                          Commission File No. 000-53383

                          COMPOUND NATURAL FOODS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                               84-1418566
-------------------------------                        ------------------------
(State or Other Jurisdiction of                        (I.R.S. Employer Identi-
Incorporation or Organization)                             fication No.)

9312 Meredith Court, Lone Tree, Colorado                          80124
(Address of Principal Executive Offices)                        (Zip Code)

      Registrant's Telephone Number, including area code:  (303) 662-8118

       Securities Registered Under Section 12(b) of the Exchange Act: None

         Securities Registered Under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                           --------------------------
                              (Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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]

<PAGE>

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]                   Accelerated filer [ ]
Non-accelerated filer [ ]              Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: The aggregate market value could not be determined because no market
for the registrant's common stock existed on March 31, 2008.

As of December 31, 2008, 66,386,000 shares of the registrant's common stock were
outstanding.

Documents Incorporated By Reference:  None.

EXPLANATORY NOTE

This amendment is being filed primarily for the purpose of including financial
statements that have been audited by the Company's Independent Registered Public
Accounting Firm.


<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

HISTORY

     The Company was formed under the laws of the state of Nevada on August 12,
1999, under the name Zurich American Financial, S.A., Inc. The Company had no
operations from date of incorporation until September 29, 2004. On that date the
Company acquired all of the issued and outstanding shares of common stock and
warrants to purchase common stock of Compound Healthcare, Inc., a California
corporation in a tax free reorganization under ss.368(a)(1)(B) of the Internal
Revenue Code of 1986. The two principal shareholders of Compound Healthcare,
Inc. were issued 60,000,000 shares of the Company (12,000,000 to Clayton Duxburg
and 48,000,000 shares to Gerald Newman, respectively) and 6,085,000 shares were
issued to other shareholders.Compound Healthcare, Inc. had no assets or
significant operations prior thereto. The name of the corporation was changed by
amendment to the Company's Articles of Incorporation to Compound Natural Foods,
Inc. on October 20, 2004.

     In October 2004, the Company acquired all of the outstanding units of Pure
Natural, LLC a Colorado limited liability company in the development stages, in
the business of manufacturing and marketing naturally formulated nutritional
beverages and supplements. The Company's president, Joey Canyon, was a manager
of Pure Nature along with Ron Noland and Gerald R. Newman. Mr. Newman was also
manager of Compound Management LLC, a California limited liability company which
owned a 51% interest in Pure Nature, LLC and voted in favor of the sale of that
entity to the Company. Thus, Pure Nature became wholly-owned by the Company in
October 2004. The unit holders of Pure Nature received 2,000,000 shares of the
Company's common stock in the transaction and the right to receive up to
8,000,000 additional shares of the Company common stock if Pure Nature had
$2,000,000 in net profits within 24 months of October 8, 2004, with Compound
Management, LLC to receive the 8,000,000 shares of common stock of the Company
if the profit contingency was not met. As a result of the transactions in April
2005 described below, the only issuance of shares from this transaction was the
2,000,000 shares issued to Pure Nature. As a consequence of the transactions in
April 2005,the contingent stock issuances based upon the profits of Pure Nature
were cancelled, and neither Compound Management, LLC nor the holders of Pure
Nature were entitled to any additional shares.

     In April 2005, Michael Naughton of Aurora, Colorado, a former unit holder
in Pure Nature and shareholder of the Company by reason of the acquisition by
the Company of Pure Nature, paid $400,000 in a transaction whereby 12,000,000
shares of the Company held by Clayton Duxburg and 48,000,000 shares of the
Company held by Gerald R. Newman were placed in an escrow to be distributed to
Mr. Naughton and Joey Canyon, the Company's president, in amounts to be
determined by them. Mr. Naughton also received a convertible promissory note of
the Company's President, Joey Canyon, payable to Mr. Naughton in the amount of
$400,000 with stated interest of 5.5% per annum. The note was convertible for
two years from April 18, 2005, into 17,000,000 shares of restricted common stock
of the Company. The note is secured by a pledge and security agreement between
Mr. Naughton and Joey Canyon whereby the 60 million shares held in escrow are


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<PAGE>

assigned to secure the repayment of the $400,000 promissory note held by Mr.
Naughton. The note is in default, and Mr. Naughton is the beneficial owner of
the 60 million shares. Pursuant to the stock purchase agreement, the $400,000
paid by Mr. Naughton was distributed as follows:

     Gerald R. Newman                 $208,730
     Clayton Duxburg                  $106,830
     Brad Stewart                     $ 34,439
     Legal Fees                       $  8,500
     Legal Expenses                   $  2,120
     Balance-Company                  $ 47,875
          Total                       $400,000

     Mr. Naughton also received 1,000,000 shares of common stock of the Company
from Brad Stewart in the transaction.

     As part of the Stock Purchase Agreement, Gerald R. Newman resigned as sole
director and president of the Company and Joey Canyon became the sole director
and president of the Company.

PURE NATURE, LLC

     Since its acquisition by the Company in October 2004, the Company's sole
operations have been through this wholly-owned subsidiary. Pure Nature was
formed in 1997, for the purpose of formulating, developing and marketing
high-quality naturally formulated nutritional beverages and supplements. Its
emphasis was on creating beverages and supplements (i.e., powders and dry
crystals) that have optimal health and nutritional values, but also good taste.
Its initial product was a dry powder which is mixed with water or other liquids
marketed under the general name Hydro Charge. It was on sale at the King Soopers
supermarkets in the Denver Metro area. Sales efforts were discontinued in
October 2006.

     The Company has no current operations.

     The Company had a manufacturing agreement with Chemins, Inc., Colorado
Springs, Colorado, for the formulation, mixing and packaging of its Hydro Charge
product and stored its inventories at Chemins, and at a warehouse operated by
Get-A-Grip & Stuff, Inc. located at 13450 Smith Road, Aurora, Colorado.

     The Company had marketing agreements for Hydro Charge through distributors.
It is the Company's position these agreements are no longer in effect. The
Company was not able to pay minimum monthly commissions. The financial
statements reflect a contingent liability of an unspecified amount relating to
such agreements.

     Shelf space at supermarkets, health stores, convenience stores and other
retail outlets is generally difficult to obtain for new products by small
unknown manufacturers. Typically, agreements for shelf space are not obtainable
except for large, international-type beverage companies. Further, large chain
stores do not pay for products they sell for vendors for 60 to 90 days after the
product is placed on the shelves and then only to the extent such product is
sold. Slow selling products are removed from the shelf for immediate pickup by
vendors and/or manufacturers since chain stores, convenience stores, health
stores and the like usually have limited storage facilities on site.

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<PAGE>

COMPETITION - PURE NATURAL

     Competition for all types of beverage drinks and supplements is extremely
fierce in the United States and most foreign markets. There are numerous types
of health drinks that are very well known such as Gatorade and the large
international companies such as Coke and Pepsi market health-type beverages.
These companies and other smaller beverage companies have multi-million dollar
advertising budgets, name recognition and marketing clout with retailers which
makes it extremely difficult for small newcomers with limited resources to
compete. The Company had distribution agreements for its product and had been
attempting to distribute its products to retailers itself. Marketing had been
concentrated in the Denver Metro Area and along the Colorado Front Range - Fort
Collins, Colorado to Pueblo, Colorado.

     In view of the foregoing, it is obvious that the Company was in a very
difficult competitive environment as it attempted to develop a niche market for
its product. As a result, operations ceased.

PRODUCT LIABILITY INSURANCE

     The Company has had no product liability insurance for several years, which
adversely affected the Company's ability to place its product with retail
outlets.

GOVERNMENT REGULATION - PURE NATURE

     The manufacturing facilities which formulated, mixed and packaged the
Company's product, Hydro Charge, were subject to the regulations of the U.S.
Food and Drug Administration (FDA) relating thereto and the Company is subject
to such regulations of the FDA for labeling and claims made with respect to the
product for health, curative effects and so forth. Such regulations may be
difficult and/or expensive with which to comply. The Company is not aware of any
complaints by the FDA or any other Federal or State regulatory agency with
respect to its product.

POSSIBLE SALE OF PURE NATURE LLC

     The Company is considering selling its subsidiary, Pure Nature, to Joey
Canyon, its president, or to a group to be organized by Mr. Canyon and/or one or
more of his associates, yet to be determined. The definitive plans, arrangements
or agreements have not yet been made. Further, such sale is in all likelihood
contingent on a change in control of the Company in which the current majority
stockholder, Michael Naughton sells or transfers his shareholdings.

ITEM 1A.  RISK FACTORS.

OPERATING LOSSES

     For the years ended September 30, 2007 and September 30, 2008, the Company
had net losses of $70,967 and $28,670 respectively. There were no sales of
product for the year ended September 30, 2008.


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<PAGE>

DEVELOPMENTAL STAGE

     Based on the Company's business plan, it is a development stage company
since principal operations have ceased, and now planned principle operations
have not yet commenced. Accordingly, the Company presents its financial
statements in conformity with the accounting principles generally accepted in
the United States of America that apply to developing enterprises. As a
development stage company, the Company discloses its retained earnings (or
accumulated deficit) during the development stage and the cumulative statements
of operations and cash flows from commencement of development stage to the
current balance sheet date. The development stage began on October 1, 2006, when
the Company commenced its efforts to become a publicly reporting company,
ultimately to seek a business combination.

INSOLVENT

     The Company is currently insolvent in the equity and bankruptcy senses.
Shareholder's equity is a minus $500,815 at September 30, 2008.

INEFFECTIVE INTERNAL CONTROLS

     Our management, with the participation of the President, evaluated the
effectiveness of the Company's internal control over financial reporting as of
September 30, 2008.

     Based on this evaluation, our management, with the participation of the
President, concluded that, as of September 30, 2008, our internal control over
financial reporting was not effective due to material weaknesses in the system
of internal control.

     Specifically, management identified the following control deficiencies.
(1) The Company has not properly segregated duties as one or two individuals to
initiate, authorize, and complete all transactions. The Company has not
implemented measures that would prevent the individuals from overriding the
internal control system. The Company does not believe that this control
deficiency has resulted in deficient financial reporting because the Chief
Financial Officer is aware of his responsibilities under the SEC's reporting
requirements and personally certifies the financial reports. (2) The Company has
installed accounting software that does not prevent erroneous or unauthorized
changes to previous reporting periods and does not provide an adequate audit
trail of entries made in the accounting software. The Company does not believe
that this control deficiency has resulted in deficient financial reporting
because the Company has implemented a series of manual checks and balances to
verify that previous reporting periods have not been improperly modified and
that no unauthorized entries have been made in the current reporting period.

     Accordingly, while the Company has identified certain material weaknesses
in its system of internal control over financial reporting, it believes that it
has taken reasonable steps to ascertain that the financial information contained
in this report is in accordance with generally accepted accounting principles.
Management has determined that current resources would be appropriately applied
elsewhere and when resources permit, they will alleviate material weaknesses
through various steps.

     Further, since the Company currently has no operations and its expenses are
limited primarily to payment for professional services, and since the Company

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<PAGE>

has no current funding other than loans from its major shareholder to pay
current expenses, the Company plans to delay implementing more extensive
internal accounting controls, including the employment of accounting personnel.
If and when the Company is reorganized or becomes involved in business
activities and/or operations, of which there is no assurance, appropriate
internal controls to insure proper financial reporting will be implemented.

LIMITED MANAGEMENT

     Neither Joey Canyon nor Michael Naughton are actively engaged in management
of the Company. Further, it is not expected that they will be in the future.
Rather, it is expected that new management, yet to be determined, will be found
to manage the future affairs of the Company. There is no assurance that such
persons will be found, engaged or will be effective managers.

PLANNED SALE OF CONTROL

     The majority shareholder, Michael Naughton, plans, with the assistance of
securities industry professionals, to seek to sell his controlling interest
through an outright sale, a merger, consolidation or purchase of assets of
another business entity. It is expected that efforts in that respect may
commence now that the Company has an effective registration statement on Form 10
with the Securities and Exchange Commission. Mr. Naughton, however, has made no
efforts to date in respect to the foregoing. Further, there is no assurance that
he will be successful in obtaining a sale of his shares of common stock of the
Company or to effect a change of control of the Company by way of some form of
business combination such as a merger. Mr. Naughton is interested in taking this
course of action in an attempt to recoup the approximately $400,000 he has
invested in shares of the Company and $117,514 he has loaned to the Company to
date and to relieve himself from further duties and obligations concerning the
affairs of the Company.

ITEM 2.  PROPERTIES

     The Company maintains its offices at the personal residence of its
President, Joey Canyon, 9312 Meredith Court, Lone Tree, Colorado 80124,
telephone number (303) 662-8118. The Company does not pay rent for use of those
facilities nor does it reimburse Mr. Canyon for any expenses other than
telephone long-distance charges.

     The Company holds no patents or copyrights. Its Hydro Charge product was
produced pursuant to a formula kept secret except with its manufacturer, with
whom the Company had a proprietary information agreement as to the formulation.

ITEM 3.  LEGAL PROCEEDINGS

     There are currently no legal proceedings pending against the Company and
management is not aware of any claims being asserted against the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


                                       7
<PAGE>

                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES AND EQUITY SECURITIES.

     (a)  Market Information

     Prior to November 2008, the Company's common stock did not trade on any
securities industry market. We are informed that during 2004 the Company's
common stock was quoted sporadically in the so-called Pink Sheets, but that few,
if any, trades were affected. The Company's common stock has only recently been
quoted in the Over-The-Counter "Pink" Sheets, since November 19, 2008, under the
symbol "CFDJ.PK." The Company's common stock has had limited trading, with all
trades occurring at a price of $.0001 per share. No trades occurred in the
Company's common stock during the fiscal year ending September 30, 2008.

     (b)  Shareholders

     Based on information from its stock transfer agent and from CEDE and Co.,
as of September 30, 2008, the Company had 39 shareholders of record and an
additional 55 individuals or entities were beneficial holders of shares of
common stock of the Company. This does not necessarily include all beneficial
owners who hold shares at broker/dealers or street name.

     (c)  Dividends

     The Company has not paid dividends and expects no dividends to be paid in
the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

     The Company's financial information for the fiscal year ended September 30,
2008 is unaudited, and reflects only management's representation of the
financial condition and results of operations of the Company. Selected financial
data for the two most recent fiscal years is as follows:

OPERATING RESULTS                       Total          Net Loss      Net Loss
                                        Expenses                     Per Share

Year ended September 30, 2008            28,670          28,670         Nil
Year ended September 30, 2007            25,967          70,967         Nil
Year ended September 30, 2006            13,937          54,312         Nil
Period October 1, 2006 to
September 30, 2008 (Development Stage)   54,637          99,637         Nil


FINANCIAL CONDITION                 Total        Total          Shareholder's
                                    Assets       Liabilities    Deficit

At September 30, 2008              $1,079        $ 501,894      $ 500,815
At September 30, 2007                 424          472,569        472,145


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<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has been able to continue solely by reason of loans from its
major shareholder, proceeds of which have been used primarily to pay for
professional services and pay certain current liabilities. The Company has had
no revenues from operations since October 1, 2006. During fiscal year 2008, the
Company received loans totaling $6,739 from its major shareholder. The Company
has no prospect of obtaining additional capital or other funding absent some
form of reorganization or change of control.

     The Company's auditors indicated in their report on the financial
statements of the Company for the fiscal year ended September 30, 2007 that
there is question as to whether the Company can continue as a going concern
absent additional funding, and the Company expects a similar report when the
audit for fiscal year 2008 is completed. The Company has borrowed funds from its
major shareholder totaling $31,039, primarily to pay for professional services,
during the past two years. At September 30, 2008 the total loan from the
shareholder was $117,514.

ITEM 8.  FINANCIAL STATEMENTS.

     The consolidated financial statements are set forth on pages F-1 through
F-10 hereto.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

ITEM 9A. CONTROLS AND PROCEDURES.

     Our management, with the participation of the President, evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2008.

     Based on this evaluation, our management, with the participation of the
President, concluded that, as of December 31, 2008, our internal control over
financial reporting was not effective due to material weaknesses in the system
of internal control.

     Specifically, management identified the following control deficiencies.
(1) The Company has not properly segregated duties as one or two individuals to
initiate, authorize, and complete all transactions. The Company has not
implemented measures that would prevent the individuals from overriding the
internal control system. The Company does not believe that this control
deficiency has resulted in deficient financial reporting because the Chief
Financial Officer is aware of his responsibilities under the SEC's reporting
requirements and personally certifies the financial reports. (2) The Company has
installed accounting software that does not prevent erroneous or unauthorized
changes to previous reporting periods and does not provide an adequate audit
trail of entries made in the accounting software. The Company does not believe
that this control deficiency has resulted in deficient financial reporting


                                       9
<PAGE>

because the Company has implemented a series of manual checks and balances to
verify that previous reporting periods have not been improperly modified and
that no unauthorized entries have been made in the current reporting period.

     Accordingly, while the Company has identified certain material weaknesses
in its system of internal control over financial reporting, it believes that it
has taken reasonable steps to ascertain that the financial information contained
in this report is in accordance with generally accepted accounting principles.
Management has determined that current resources would be appropriately applied
elsewhere and when resources permit, they will alleviate material weaknesses
through various steps.

     Further, since the Company currently has no operations and its expenses are
limited primarily to payment for professional services and interest expense, and
since the Company has no current funding other than loans from its major
shareholder to pay current expenses, the Company plans to delay implementing
more extensive internal accounting controls, including the employment of
accounting personnel. If and when the Company is reorganized or becomes involved
in business activities and/or operations, of which there is no assurance,
appropriate internal controls to insure proper financial reporting will be
implemented.

ITEM 9B. OTHER INFORMATION

     None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Company has only one director and one executive officer:  Joey Canyon:

     Joey Canyon is 55 years of age, resides at 9312 Meredith Court, Lone Tree,
Colorado 80124. He graduated from College of the Canyons, Valencia, CA in 1973
with an associate degree. He attended Chadron State College, Chadron, Nebraska
from 1973 to 1975. He has been the principal manager of Pure Nature, LLC since
its formation in 1997 to the present and he has been president of the Company
since 2005.

MAJOR SHAREHOLDER

     Michael Naughton is 57 years of age, resides at Englewood, Colorado and is
the president of Mike Naughton Ford, Inc., 150 S. Havana, Aurora, Colorado, a
fully-franchised new car and used car dealership by the Ford Motor Company. Mr.
Naughton has been so engaged for 28 years. Mr. Naughton is a graduate of the
University of Notre Dame (BBA) and the University of Detroit (MBA). He acquired
control of 61,000,000 shares, 90.5% of the Company's outstanding common stock in
a transaction with two former control persons described under the caption
"BUSINESS" sub "HISTORY" above. He also holds a $400,000 promissory note of Joey
Canyon which is secured by 60,000,000 shares of common stock of the Company. The
note is in default, and he is the beneficial owner of the 60,000,000 shares.


                                       10
<PAGE>

Family Relationships

     There are currently no family relationships among our Directors and
Executive Officers.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Exchange Act requires our officers and directors, and
stockholders owning more than ten percent of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. The Company is not aware of any persons who
failed to timely file reports under this section during the fiscal year ended
September 30, 2008.

Involvement in Certain Legal Proceedings.

     To the best of our knowledge, during the past five years, none of the
following occurred with respect to Messrs. Canyon and Naughton:

(1)  any bankruptcy petition filed by or against any business of which with of
them was a general partner or executive officer either at the time of the
bankruptcy or within two yeas prior to that time;

(2)  any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses.

(3)  being subject to any order, judgment or decree of any court of competent
jurisdiction, permanently or temporarily inquiring, barring, suspending or
otherwise limiting involvement in any type of business, securities or otherwise
limiting involvement in any type of business, securities or banking activities,
and

(4)  being found by a court of competent jurisdiction, the SEC or the CFTC to
have violated Federal or state securities or commodities laws.

Audit Committee

     The Company has no audit committee and is not now required to have one, nor
an audit committee financial expert.

Code of Ethics

The Company has not to date adopted a code of business conduct and ethics
applicable to its officers, directors or accounting officer.

ITEM 11.  EXECUTIVE COMPENSATION.

     Joey Canyon is the only executive officer of the Company. He received no
salary or other compensation from the Company for the years ended September 30,
2008 and 2007

Employment Agreements

     No officer or employee has an agreement to be employed by the Company.


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<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     At September 30, 2008, the Company had issued and outstanding 66,386,000
shares of its common stock. The following table sets forth certain information
regarding beneficial ownership of common stock as of that date by: (1) each
person who is known by the Company to own beneficially more than 5% of the
Company's common stock; (2) each director of the Company; (3) each chief
executive officer of the Company and the four highest compensated executive
officers of the Company; and (4) all officers and directors as a group.

     The number and percentage of shares beneficially owned is determined in
accordance with Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
and is not indicative of beneficial ownership for any other purpose.

     Amount of
Name and Address           Beneficial        Percentage
of Beneficial Owner         Ownership          of Class

Michael Naughton          62,654,490 (1)          94.4%
150 S. Havana
Aurora, CO  80012

Joey Canyon                        0 (1)             0
9312 Meredith Court
Lone Tree, CO  80124


(1) 60,000,000 shares attributable to Mr. Naughton are issued in the name of
Joey Canyon and the subject of a security agreement pledged to secure a $400,000
note of Mr. Canyon payable to Mr. Naughton and an escrow agreement to which he
and Mr. Canyon are parties and pursuant thereto they are to mutually direct the
escrow agent to issue the shares to Mr. Naughton and Mr. Canyon in amounts to be
agreed upon by them, however, it is expected that Mr. Naughton is to receive all
or nearly all of these 60,000,000 shares. The note is in default.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

     Except as described in the subcaption HISTORY above in the caption BUSINESS
in which the agreements for change of control of the Company are detailed
whereby in September, 2004, Gerald Newman and Clayton Duxbury obtained control
in the transaction involving Compound Healthcare, Inc. and subsequently in April
2005, Michael Naughton in effect, acquired control of the Company from Messrs.
Newman and Duxbury (60,000,000 shares) by paying $400,000 in exchange for a
promissory note of the Company's President, Joey Canyon, secured by the said
60,000,000 shares reissued in the name of Joey Canyon; and the acquisition by
Mr. Naughton of 1,000,000 shares of common stock from Brad Stewart and the
transaction whereby the Company acquired Pure Natural, LLC, there have been no
material related party transactions between the Company and its officers,
directors or control persons.

     Mr. Naughton has advanced $117,514 to the corporation to fund the payment
of current expenses including legal and accounting expenses. He holds a
promissory note of the Company in the total amount of $37,000 at an interest


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rate of 6% payable 30 days after demand. The remaining advance of $80,514 is not
covered by a promissory note, but Mr. Naughton intends to attempt to recover the
entire $117,514.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     In December 2008, the Company engaged Schumacher & Associates, Inc. as its
independent registered public accounting firm. The aggregate fees billed for
each of the last two fiscal years ended September 30 2007 and September 30, 2008
by Schumacher & Associates, Inc. for professional services rendered for the
audit of the Company's annual financial statements and review of financial
statements included in the Company's quarterly reports on Form 10-QSB were $0
and $35,000 respectively.

AUDIT RELATED FEES

     There were no fees billed by Schumacher & Associates, Inc. for consultation
services in each of the last two fiscal years ended September 30, 2007 and
September 30, 2008

TAX FEES

     The aggregate fees billed for tax services rendered by Schumacher &
Associates, Inc. for tax compliance and tax advice for the two fiscal years
ended September 30, 2007 and September 30, 2008 were $0 and $0, respectively.

ALL OTHER FEES

     None.

AUDIT COMMITTEE PRE-APPROVAL POLICY

     Under provisions of the Sarbanes-Oxley Act of 2002, the Company's principal
accountant may not be engaged to provide non-audit services that are prohibited
by law or regulation to be provided by it, and the Board of Directors (which
serves as the Company's audit committee) must pre-approve the engagement of the
Company's principal accountant to provide audit and permissible non-audit
services. The Company's Board has not established any policies or procedures
other than those required by applicable laws and regulations.

ITEM 15. EXHIBITS.

3.1     Articles of Incorporation - Zurich American Financial SA; Amended
        Articles of Incorporation - Compound Natural Foods, Inc.*

3.2     Bylaws*

10.1    Agreement and Plan of Exchange - September 29, 2004 - Zurich and
        Compound Healthcare, Inc.*

10.2    Purchase Agreement - Pure Nature Class A Units - October 8, 2004*

10.3    Post Closing Addendum to Stock Purchase and Sale Agreement - Pure
        Nature - April 12, 2005*


                                       13
<PAGE>

10.4    Pledge and Security Agreement - 60,000,000 shares - Joey Canyon to
        Michael Naughton*

10.5    $400,000 Convertible Note of Joey Canyon payable to Michael Naughton*

10.6    Note Purchase and Use of Proceeds Agreement April 2005 - Joey
        Canyon/Michael Naughton*

10.7    Stock Purchase and Sale Agreement - 60,000,000 shares of common stock -
        April 8, 2005 - Joey Canyon / Gerald P. Newman and Clayton Dexburg*

10.8    Stock Purchase and Sale Agreement - 1,000,000 shares of common stock,
        April 2005 Michael Naughton / Brad Stewart*

10.9    Closing Statement - April 18, 2005 - Stock Purchase by Michael Naughton
        and Joey Canyon*

10.10   Escrow Agreement - disbursement of $400,000 and 60,000,000 shares of
        common stock - April 15, 2005*

10.11   Manufacturing Agreement - Chemins Company, Inc. for Hydro Charge*

10.12   Storage Agreement - Product - Get-a-Grip & Stuff, Inc.*

10.13   Promissory Note of the Company payable to Michael Naughton*

31.1    Certification - Section 302

32.1    Certification - Section 906 of the Sarbanes-Oxley Act of 2002

-------------
*  Filed with Form 10-12G on August 21, 2008

                                   SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          COMPOUND NATURAL FOODS, INC.


Date:  February 24, 2009                  By: /s/ Joey Canyon
                                             Joey Canyon, President




                                       14
<PAGE>


                          COMPOUND NATURAL FOODS, INC.
                          (A Development Stage Company)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                 Page

Report of Independent Public Accountant                           F-1

Consolidated Balance Sheets                                       F-2

Consolidated Statements of Operations                             F-3

Consolidated Statements of Cash Flows                             F-4

Consolidated Statement of Stockholders' (Deficit)                 F-5

Notes to Consolidated Financial Statements                        F-6











<PAGE>


             Report of Independent Registered Public Accounting Firm


Board of Directors
Compound Natural Foods, Inc.

We have audited the accompanying consolidated balance sheets of Compound Natural
Foods, Inc., as of September 30, 2008 and 2007, and the related income
statements, shareholders (deficit), and cash flows for the years ended September
30, 2008 and 2007.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 audits 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 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 our audit provides 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
Compound Natural Foods, Inc. as of September 30, 2008, and 2007 and the results
of its operations and cash flows for the years ended September 30, 2008 and
2007, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2, the Company
has accumulated operating losses since its inception and has negative working
capital and stockholders deficits, which raises substantial doubt about the
Company's ability to continue as a going concern. Management's plan in regard to
this matter is also discussed in Note 2. The financial statements do not include
any adjustments that might result from the outcomes of these uncertainties.

SCHUMACHER & ASSOCIATES, INC.



/s/ Schumacher & Associates, Inc.
Denver, Colorado
February 12, 2009



                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                          COMPOUND NATURAL FOODS, INC.
                         (A Development Stage Company)
                          CONSOLIDATED BALANACE SHEETS

                                                          September 30,   September 30,
                                                              2008            2007
<S>                                                       <C>             <C>
                             ASSETS

CURRENT ASSETS
  Cash                                                    $      1,079    $        424

    Total Current Assets                                         1,079             424


      TOTAL ASSETS                                        $      1,079    $        424



            LIABILITIES AND STOCKHOLDERS' (DEFICIT)



CURRENT LIABILITIES
  Accounts Payables                                       $    343,490    $    320,990
  Accrued Interest                                              16,597          10,427
  Accrued Liabilities                                           24,293          30,377
    Loan from Shareholder                                      117,514         110,775

    Total Current Liabilities                                  501,894         472,569

TOTAL LIABILITIES                                              501,894         472,569

COMMITMENTS & CONTINGENCIES (Notes 1, 2, 6, 7 and 8)

STOCKHOLDERS' (DEFICIT)
  Common Stock - 1,000,000,000 shares authorized,
     $.001 par value 66,386,000 issued and outstanding          66,386          66,386
  Additional Paid-In Capital                                    82,936          82,936
  Accumulated Deficit                                         (550,500)       (550,500)
  Accumulated Deficit during development stage                 (99,637)        (70,967)

    Total Stockholders' (Deficit)                             (500,815)       (472,145)


TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)             $      1,079    $        424
</TABLE>

                                      F-2
<PAGE>
<TABLE>
<CAPTION>


                          COMPOUND NATURAL FOODS, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                            Period From
                                                                                             October 1,
                                                                                           2006 (Date of
                                                                                            Commencement
                                                                                           of Development
                                                          Year Ended       Year Ended        Stage) to
                                                         September 30,    September 30,    September 30,
                                                             2008             2007             2008
                                                         -------------    -------------    -------------
                                                           UNAUDITED
<S>                                                      <C>              <C>              <C>
Operating Expenses
  Interest Expense                                       $       6,170    $       5,967    $      12,137
  Professional Fees                                             22,500           20,000           42,500
                                                         -------------    -------------    -------------

    Total Expenses                                              28,670           25,967           54,637
                                                         -------------    -------------    -------------

Net (Loss) from Continuing Operations                          (28,670)         (25,967)         (54,637)

Net (Loss) from Discontinued Operations                           --            (45,000)         (45,000)
                                                         -------------    -------------    -------------
Net (Loss)                                               $     (28,670)   $     (70,967)   $     (99,637)
                                                         =============    =============    =============


Net (Loss) Per Common Share - Basic and Fully Diluted:
  Continuing Operations                                  $         Nil    $         Nil    $         Nil
  Discontinued Operations                                          Nil              Nil              Nil
                                                         -------------    -------------    -------------
                                                         $         Nil    $         Nil    $         Nil
                                                         =============    =============    =============


Weighted Average Shares                                     66,386,000       66,386,000       66,386,000
                                                         =============    =============    =============


                                      F-3
<PAGE>

                          COMPOUND NATURAL FOODS, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                            Period From
                                                                                             October 1,
                                                                                           2006 (Date of
                                                                                            Commencement
                                                                                           of Development
                                                          Year Ended       Year Ended        Stage) to
                                                         September 30,    September 30,    September 30,
                                                             2008             2007             2008
                                                         -------------    -------------    -------------
                                                           UNAUDITED
Cash flows from operating activities:
  Net (Loss)                                             $     (28,670)   $     (70,967)   $     (99,637)
  Less: Net (loss) from discontinued operations                   --            (45,000)         (45,000)
                                                         -------------    -------------    -------------
  Net loss from continuing operations                          (28,670)         (25,967)         (54,637)

  Adjustments to reconcile net loss to
  net cash used in operating activities:
  Net change in operating assets and liabilities:
      Account payables and accrued current liabilities          22,586            1,278            1,364
                                                         -------------    -------------    -------------
  Net cash flows (used in) operating activities                 (6,084)         (24,689)         (53,273)


Cash flows from financing activities:
  Loan from shareholder                                          6,739           24,300           31,039
                                                         -------------    -------------    -------------

  Net cash flows provided by financing activities                6,739           24,300           31,039

Increase (Decrease) in cash                                        655             (389)         (22,234)

Cash, beginning of period                                          424              813              813
                                                         -------------    -------------    -------------
Cash, end of period                                      $       1,079    $         424    $     (21,421)
                                                         =============    =============    =============

Supplemental Disclosure of Cash Information:
Interest paid                                            $        --      $        --      $        --
                                                         =============    =============    =============
Income taxes paid                                        $        --      $        --      $        --
                                                         =============    =============    =============
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                          COMPOUND NATURAL FOODS, INC.
                          (A Development Stage Company)
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
              For the Period October 1, 2006 to September 30, 2008

                                                                                        Accumulated
                                                                                         (Deficit)
                                                            Additional                     During
                                    Common        Stock       Paid-in    Accumulated    Development
                                    Shares       Amount       Capital     (Deficit)        Stage         Total
                                  ----------   ----------   ----------   -----------    -----------    ----------
<S>                               <C>          <C>          <C>          <C>            <C>            <C>
Balance at October 1, 2005        66,386,000   $   66,386   $   82,936   $  (496,188)   $      --      $ (346,866)

Net (Loss)                              --           --           --         (54,312)          --         (54,312)
                                  ----------   ----------   ----------   -----------    -----------    ----------

Balance at September 30, 2006     66,386,000       66,386       82,936      (550,500)          --        (401,178)

Net (Loss)                              --           --           --            --          (70,967)      (70,967)
                                  ----------   ----------   ----------   -----------    -----------    ----------

Balance at September 30, 2007     66,386,000       66,386       82,936      (550,500)       (70,967)     (472,145)

Net (Loss) for the period ended
September 30, 2008-Unaudited            --           --           --            --          (28,670)      (28,670)
                                  ----------   ----------   ----------   -----------    -----------    ----------

Balance at September 30, 2008     66,386,000   $   66,386   $   82,936   $  (550,500)   $   (99,637)   $ (500,815)
                                  ==========   ==========   ==========   ===========    ===========    ==========
</TABLE>


                                      F-5
<PAGE>

                          Compound Natural Foods, Inc.

                   Notes to Consolidated Financial Statements


Note 1 - Nature of Operations and Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management who are
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles in the United States of
America and have been consistently applied in the preparation of the financial
statements.

Organization and Description of Business

Compound Natural Foods, Inc. (formerly Zurich American Financial, S.A., Inc.) a
Nevada corporation and its wholly-owned subsidiary, Pure Nature, LLC, a Colorado
limited liability corporation organized August 12, 1999, (collectively, the
Company) formerly provided nutritional food, beverage and supplemental products
that promote a healthy and active lifestyle. The Company entered into a
development stage effective October 1, 2006, when the Company commenced its
efforts to become a publicly reporting company, ultimately to seek a business
combination.

On September 29, 2004, the Company acquired all of the outstanding shares of
Compound Healthcare, Inc. (formerly Job Tip Lotto, Inc.), a California "C"
Corporation for 60,000,000 shares of the Company's common stock in a reverse
acquisition. The Company simultaneously canceled 16,000,000 shares of common
stock held by one of the founders. After the reverse acquisition and certificate
cancellation, the Company had 66,085,000 common shares issued and outstanding,
60,000,000 of which were held by the former shareholders of Compound Healthcare,
Inc.

On October 8, 2004, the Company issued 2,000,000 shares of common stock in
exchange for 1,930,940 units of Pure Nature, LLC, resulting in the LLC becoming
a wholly owned subsidiary.

On April 18, 2005, the Company's President acquired 60,000,000 shares from the
other shareholders for $400,000, resulting in a change in control. The $400,000
was borrowed from another shareholder, which borrowings are collateralized by
the 60,000,000 shares.

Principles of Consolidation

The consolidated financial statements include accounts of the Company and its
wholly-owned subsidiary, Pure Nature, LLC. All significant inter-company
balances and transactions have been eliminated in the consolidation.

Development Stage Company

Based on the Company's business plan, it is a development stage company since
planned principle operations have not yet commenced. Accordingly, the Company
presents its financial statements in conformity with the accounting principles
generally accepted in the United States of America that apply to developing
enterprises. As a development stage company, the Company discloses its retained
earnings (or accumulated deficit) during the development stage and the


                                       F-6
<PAGE>

cumulative statements of operations and cash flows from commencement of
development stage to the current balance sheet date. The development stage began
on October1, 2006, when the Company ceased operations and commenced its efforts
to become a publicly reporting company, ultimately to seek a business
combination.

Cash and Cash Equivalents

The Company considers cash in banks, deposits in transit, and highly liquid debt
instruments purchased with original maturities of three months or less to be
cash and cash equivalents.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts payable, accrued
liabilities, and notes payable approximates fair value because of the short
maturity of these instruments.

Revenue Recognition

The Company recognized prior to discontinuance of its prior business, revenue
from goods sold once all of the following criteria for revenue recognition have
been met: 1) pervasive evidence of an agreement exists; 2) the goods have been
delivered; 3) the price is fixed and determinable and not subject to refund or
adjustment; and 4) collection of the amounts due is reasonably assured. The
Company derived its revenue primarily from the wholesale of goods to retailers
such as supermarkets and health food stores.

Marketing/Advertising Costs

The costs of advertising are charged to marketing/advertising expense as
incurred. The Company incurred marketing/advertising expense of $22,500 for the
fiscal year ended September 30, 2008, and $45,000 for the twelve months ended
September 30, 2007. The amounts for September 30, 2007 are recorded as loss from
discontinued operations as they relate to contested commitments from
discontinued operations. See Note 8 for a full discussion of the contingency.

Per Share Amounts

SFAS No. 128, "Earnings Per Share," provides for the calculation of "Basic" and
"Diluted" earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (or loss) by the weighted-average number of
shares outstanding during the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the earnings of the
Company, similar to fully diluted earnings per share. During 2008 and 2007, the
Company has not issued any potential dilutive securities.

Income Taxes

The accounts for income taxes in accordance with SFAS No. 109, "Accounting for
Income Taxes," which requires the use of the asset and liability method of
computing deferred income taxes. The objective of the asset and liability method
is to establish deferred tax assets and liabilities for the temporary
differences between the book basis and the tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled.

Concentrations

The Company is not currently a party to any financial instruments that
potentially subject it to concentrations of credit risk.


                                      F-7
<PAGE>

Discontinued Operations

Due to general economic conditions and other factors, on October 1, 2006, the
Company decided to terminate its operations. When the Company discontinued its
operations, it became required under generally accepted accounting principles
("GAAP") to reset the development stage period of the Company to a start date of
October 1, 2006. The transactions related to these former operations are
disclosed as discontinued operations.

Use of Estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those statements.

Note 2 - Basis of Presentation

Generally accepted accounting principles in the United States of America
contemplate the continuation of the Company as a going concern. However, the
Company has accumulated operating losses since its inception and has negative
working capital and stockholder's deficits, which raise substantial doubt about
the Company's ability to continue as a going concern. Management plans to meet
the cash requirements of the Company through the development stage by raising
additional capital as needed. Failure to raise capital could result in the
Company having to curtail or cease operations. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.

Note 3 - Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157 "Fair Value
Measurements". This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This Statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. This Statement is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years and earlier application is
encouraged. The Company has adopted this Statement and this adoption did not
impact the Company's financial position, results of operations, or cash flows.

Various additional accounting pronouncements have been issued during 2006, 2007
and 2008, none of which are expected to have any material effect on the
financial statements of the Company.

Note 4 - Acquisitions and Purchases of Assets

On September 29, 2004, the Company acquired all of the outstanding shares of
Compound Healthcare, Inc., a California C corporation in exchange for 60,000,000
common shares of the Company in a reverse acquisition.


                                      F-8
<PAGE>
<TABLE>
<CAPTION>

On October 8, 2004, the Company acquired all of the outstanding units of Pure
Nature, LLC, a Colorado limited liability corporation in exchange for 2,000,000
common shares of the Company.

Note 5 - Capital Stock

The Company has authorized 1,000,000,000 shares of $0.001 par value common
stock. As of September 30, 2008, and 2007 there were 66,386,000 shares issued
and outstanding.

Note 6 - Income Taxes

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
(NOL) carry forwards. The net operating loss carry forward, if not used, will
expire in various years through 2028, and is subject to restrictions imposed by
the Internal Revenue Code. The Company's deferred tax assets are offset by a
valuation allowance due to the uncertainty of the realization of the net
operating loss carry forwards. Net operating loss carry forwards may only be
utilized to offset future taxable income, if any, and may be further limited by
other provisions of the tax laws, including changes in control of the Company.

The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows:

                     Estimated               Estimated                Change in
                     NOL Carry-     NOL     Tax Benefit   Valuation   Valuation   Net Tax
   Period Ending      Forward     Expires    from NOL     Allowance   Allowance   Benefit
   -------------     ----------   -------   -----------   ---------   ---------   -------
<S>                  <C>          <C>       <C>           <C>         <C>         <C>
September 30, 2006    550,500     Various     101,842     (101,842)    (10,048)      -

September 30, 2007     70,967       2027      13,129       (13,129)    (13,129)      -

September 30, 2008     28,670       2028       5,304        (5,304)     (5,304)      -
</TABLE>

Income taxes at the statutory rate are reconciled to the Company's actual income
taxes as follows:

Income tax (benefit) at statutory rate resulting
  from net operating loss carry forward                        -15.0%
State tax (benefit) net of Federal benefit                      -3.5%
Deferred income tax valuation allowance                         18.5%
                                                            --------------

    Actual tax rate                                              0.0%
                                                            ==============



                                      F-9
<PAGE>

Note 7 - Related Party Transactions

Shareholders have advanced funds to the Company, with balances of $117,514 and
$110,775 at September 30, 2008 and September 30, 2007, respectively. Interest of
$6,170 and $5,967 was accrued in the respective years. The loans are
uncollateralized, bear interest at 6% per annum, and are due on demand.

The Company uses the offices of its President for its minimal office facility
needs for no consideration. No provision for these costs has been provided since
it has been determined that they are immaterial.

Note 8 - Commitments and Contingencies

At various times during its former operations, the Company entered into various
marketing agreements for its products. These agreements indicate perpetual
monthly required payments of $3,750 for services, and are cancelable with 30
days written notice. These commitments have been included in accounts payable
and recorded as Professional Fees in the amount of $ 22,500 and loss from
discontinued operations of $45,000 at September 30, 2008 and September 30, 2007
respectively. The Company believes that since no services are being provided,
the contracts have in effect been terminated. However, termination of the
contracts is subject to interpretation, and therefore, the financial statements
include continuing provisions for the required payments based on the
contingencies involved. A contingency exits with respect to this matter, the
ultimate resolution of which has not been determined.

Prior to September 29, 2004, the Company's wholly-owned subsidiary, Pure Nature
LLC, entered into member contribution agreements calling for repayment of up to
two times the face amount of the contribution. The repayment was to be prorated
among all members and was to be equivalent to 5% of gross sales. The
contributions totaled $124,750 and 5% of sales up to the discontinuance of
operations totaled $2,290. Management believes that these agreements have passed
the statute of limitations and consequently no provisions have been made.




                                      F-10