UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
 (Amendment
No. 1)
 (Mark One)
 
 x
              ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
      ended December 31, 2008.
 
 o
                TRANSITION REPORT PURSUANT TO
      SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the
      transition period from ________to _________.
 
 Commission
file number 0-7475
 
 NATURE
VISION, INC.
 (Exact
name of registrant as specified in its charter)
 
 MINNESOTA
                    41-0831186(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification No.)1480
      Northern Pacific Road, Brainerd, MN
                    56401(Address
      of principal executive offices)
                    (Zip
      Code)Registrant's
      telephone number   (218) 825 - 0733Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
                    Name
      of each exchange on which registeredCommon Stock, par value $0.16 per
      share
                    The NASDAQ Stock Market
  LLC
 
 Securities
registered under Section l2(g) of the Exchange
Act:        None
  Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. YesoNox
  Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or l5(d) of
the Act.YesoNox
 
 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 thepreceding12 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. YesxNoo
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes oNo
o
 
 Indicate by check mark if 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 amendmentto this Form 10-K.o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated, 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 filero
                Accelerated filero
                Non-accelerated filero
                Smaller reporting companyx
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act).YesoNox
  1
  The
aggregate market value of the voting common equity held by non-affiliates of
registrant as of June 30, 2008 (the last business day of the registrant’s most
recently completed second fiscal quarter) was $2,020,282, based on the last sale
price of the common stock as reported on the NASDAQ Capital Market on such date.
For purposes of these computations, the affiliates of the registrant are deemed
only to be the registrant’s directors and officers.
 
 The
number of shares outstanding of the registrant’s common stock, par value $0.16
per share, as of March 16, 2009 was 2,312,583.
  DOCUMENTS
INCORPORATED BY REFERENCE
 
 None.
 
 Explanatory
Note:
 
 The
purpose of this Form 10-K/A is to amend Part III, Items 10, 11, 12, 13, and 14
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008
which was filed with the Securities and Exchange Commission on March 31, 2009
(the “2008 Form 10-K”).  The reason for this 10-K/A is to meet our
filing deadline for Part III hereof.  In addition, on the cover page,
information with respect to the aggregate market value of the voting common
equity held by non-affiliates has been revised.  Further, as required
by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), new certifications by our principal executive officer and
principal financial officer are being filed as exhibits to this For 10-K/A under
Item 15 of Part IV hereof.
 
 For
purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the
Exchange Act, Items 10, 11, 12, 13, and 14 have been amended and restated in
their entireties.  No attempt has been made in this Form 10-K/A to
modify or update other disclosures as presented in the 2008 Form
10-K.
 
 PART
III
 
 Item
10. DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
 
 Directors
and Executive Officers
 
 Our
directors and executive officers are as follows:
 
 Name
                  
                  Age
                  
                  Director
      Since
                  
                  Year
      Term Expires
                  
                  PositionJeffrey
      P. Zernov
                  
                  56
                  
                  2004
                  
                  2010
                  
                  President,
      Chief Executive Officer, Class I directorRichard
      P. Kiphart
                  
                  67
                  
                  2001
                  
                  2010
                  
                  Chairman
      of the Board of Directors, Class I directorScott
      S. Meyers
                  
                  55
                  
                  2000
                  
                  2011
                  
                  Class
      II directorCurtis
      A. Sampson
                  
                  75
                  
                  2004
                  
                  2009
                  
                  Class
      III directorPhilip
      M. McLaughlin
                  
                  69
                  
                  2006
                  
                  2009
                  
                  Class
      III directorRobert
      P. King
                  
                  58
                  
                  --
                  
                  --
                  
                  Chief
      Financial Officer and
Secretary
 
 Jeffrey P.
Zernov, has served as our President and Chief Executive Officer and as a
Class I director since August 31, 2004.  Prior to August 31, 2004, Mr.
Zernov served in the same capacities for Nature Vision Operating, Inc. (f/k/a
Nature Vision, Inc.), which he founded in 1998.  Mr. Zernov also
served as Chief Financial Officer of Nature Vision Operating, Inc from 1998
through 2002.  In 1979, Mr. Zernov founded Zercom Corporation, a
defense electronics contractor, which he sold to Communication Systems Inc. in
1990.  Mr. Zernov served as Zercom’s Chief Executive Officer until
1996 and, in addition, from 1990 though 1996, he established and served as
President of the Zercom Marine division, a designer and manufacturer of sonar
products for sports fishing applications.  Prior to 1979, Mr. Zernov
served as a field promotion specialist with Lindy Tackle and was a co-founder of
In-Fisherman, a sports fishing publisher and producer of television
shows.
 
 Richard P.
Kiphart, has served as the Chairman of the Board since January, 2007, and
a Class I director since November 2001.  He has been a principal in
the investment banking firm of William Blair & Company, L.L.C. since
1972.  Mr. Kiphart joined William Blair in 1969, and has been the
principal in charge of the corporate finance department since
1995.  Mr. Kiphart currently serves as director of Lime Energy
Co.  He received his B.A. from Dartmouth College and his M.B.A.
from Harvard Business School.
 
 Scott S.
Meyers, has served as a Class II director since April
2000.  Mr. Meyers is owner and president of American Ironhorse
Motorcycles.  He was previously owner and president of Rocky Mountain
Choppers and Black Water Choppers custom motorcycle dealers from 2002 until
2008.  He is the former President and director of Alliant Techsystems,
Inc., an aerospace and defense company.   Mr. Meyers previously
served as Executive Vice President, Chief Financial Officer and a director of
Magnavox Electronic Systems Company, a manufacturer of defense electronics
products.  Mr. Meyers is the chair of the audit committee and a member
of the compensation/nominating committee.
  2
  Curtis A.
Sampson, has served as a Class II director since August
2004.  He is the Chairman and Chief Executive Officer of Hector
Communications Corp., an owner and operator of independent telephone companies
and cable television systems; the Chairman and Chief Executive Officer of
Communications System, Inc., a telecommunications manufacturer; and Chairman of
Canterbury Park Holding Corporation, a thoroughbred horse racing and card club
wagering company.  Mr. Sampson served as a director of Nature Vision
Operating Inc. (f/k/a Nature Vision, Inc.) from 1998 through
2004.  Mr. Sampson is a member of the audit committee.
 
 Philip M.
McLaughlin, has served as a Class III director since December 27,
2006.  Mr. McLaughlin owned and served as Chief Executive Officer of
Quality Lincoln Mercury, Inc. located in Bloomington, MN from 1979 to
1999.  He subsequently served as Chief Executive Officer of ZH
Computer Co. from 2001 to 2003.  He held director positions in two
publicly held companies, Consul Corporation, (CNSL) and Teledigital,
(TLDG),and other
privately owned companies.  Mr. McLaughlin is a member of the audit
committee and is the chair of the compensation/nominating
committee.
 
 Robert P.
King was appointed as the Secretary and Chief Financial Officer of the
Company on September 22, 2008.   From October, 2007 to September,
2008, Mr. King worked as a business consultant providing financial and
operational services to a variety of businesses.  During 2007, Mr.
King served as Vice President of Finance of a multi-plant metal manufacturing
division of IMI, PLC, a U.K.-based publicly traded manufacturing conglomerate.
From 2000 to 2006, Mr. King held several management positions, including Chief
Financial Officer and President, of Imperial Custom Molding, Inc., a plastics
manufacturer, where his responsibilities included financial reporting, banking
relations and strategic leadership of the company.  Prior to that, Mr.
King served as the General Manager for Vialog, Inc., a telecommunication
company, from 1998 to 1999.  During the earlier part of his career,
Mr. King held the positions of Chief Financial Officer and Controller in public
and private companies in a variety of industries, including consumer food
products and transportation.
 
 Corporate
Governance
 
 Audit
Committee of the Board of Directors
 
 Messrs.
McLaughlin, Sampson and Meyers (Chair) are the current members of the audit
committee of the Board of Directors.  Messrs. Sampson, and Meyers are
“financial experts,” as that term is defined under the Securities Exchange Act
of 1934.  Each is an “independent member,” as that term is defined in
the rules promulgated by the Nasdaq Stock Market.  The audit committee
represents the board in discharging its responsibilities relating to our
accounting, reporting and financial control practices.  The audit
committee has general responsibility for review with management of our financial
controls, accounting, and audit and reporting activities.  It annually
reviews the qualifications and engagement of our independent accountants, makes
recommendations to the board as to their selection, reviews the scope, fees, and
results of their audit and reviews their management comment
letters.
 
 Code
of Business Conduct and Ethics
 
 Each of
Nature Vision’s directors and employees, including its executive officers, are
required to conduct themselves in accordance with ethical standards set forth in
the Code of Business Conduct and Ethics adopted by the Board of
Directors.  The code is available on our website at www.naturevisioninc.com.  Any
amendments to or waivers from the code will be posted on Nature Vision’s
website.  Information on our website does not constitute part of this
filing.
 
 SECTION
16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 Section
16(a) of the Securities Exchange Act of 1934 requires Nature Vision’s directors
and officers, and persons who own more than 10% of Nature Vision’s common stock,
to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of our common stock. Officers,
directors and 10% shareholders are also required by SEC regulation to furnish us
with copies of all Section 16(a) reports they file.
 
 To our
knowledge, based solely on review of the copies of such reports furnished to us,
during the year ended December 31, 2008, our officers, directors and 10%
shareholders complied with their Section 16(a) filing requirements in a timely
manner except Curtis A. Sampson filed a late Form 4 for a transaction that
occurred on October 10, 2008.
 
 Item
11. EXECUTIVE COMPENSATION.
 
 The
following table summarizes the compensation earned during the last fiscal year
by Jeffrey P. Zernov, current President and Chief Executive Officer, Robert P.
King, current Chief Financial Officer and Secretary, and David M. Kolkind, who
served as Chief Financial Officer and Secretary through August 8, 2008 (the
foregoing executive officers are collectively referred to herein as the“Named Executive
Officers”).  No other executive officers’ total compensation
exceeded $100,000 in the year ended December 31, 2008.
  3
  SUMMARY
COMPENSATION TABLE
 
 Name
      and Principal Position
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            All
      Other Compensation
                              ($)
                            
                            
                            Option
      Awards(4)
                              ($)
                            
                            
                            Total
                              ($)Jeffrey
      P. Zernov,
                            2008
                            
                            $
                            200,000
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            $
                            200,000President
      and CEO
                            2007
                            
                            $
                            200,000
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            $
                            200,000Robert
      P. King, CFO
                            2008(1)
                            
                            $
                            41,731
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            $
                            2,718
                            
                            
                            $
                            44,449and
      Secretary
                            2007
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --David
      M. Kolkind,
                            2008(2)
                            
                            $
                            105,439
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            
                            --
                            
                            
                            $
                            105,439former
      CFO and Secretary
                            2007(2)
                            
                            $
                            15,385
                            
                            
                            
                            --
                            
                            
                            $
                            7,287
                            (3)
                            
                            
                            --
                            
                            
                            $
                            22,672
 _____________________
 (1)Mr. King became the
Company’s CFO on September 22, 2008.
 (2)Mr. Kolkind served as the
Company’s CFO from November 26, 2007 through August 8, 2008
 (3)This amount represents fees
earned by Mr. Kolkind during 2007 as a consultant to the Company and before
becoming the CFO of the Company.
 (4)Actual GAAP expenses
incurred during the year presented with respect of awards issued under the
Company Stock Option Plan.
 _____________________
 
 Base salary. Base salary
is used to recognize not only the experience, skills, knowledge and
responsibilities required of the Named Executive Officers, but also the
contributions they make to the Company’s performance. When determining base
salaries, the compensation/nominating committee considers a number of factors
including compensation paid to executive officers by companies of similar size,
internal review of the executive’s compensation (both individually and relative
to other executives), level of the executive’s responsibility, individual
performance of the executive, and the performance of the Company financially and
strategically. The base salaries of the Named Executive Officers are
reviewed on an annual basis. For 2008, the compensation/nominating committee and
the Board of Directors decided not to increase the base salaries of the Named
Executive Officers, but rather maintain the base salaries at the same level as
those from 2007.
 
 Incentive cash
bonus. Cash bonuses are intended to reward individual and the
Company’s performance during the year. For 2008, the
compensation/nominating committee and the Board of Directors decided to extend
the terms of the 2006 Cash Bonus Plan through 2008. The 2006 Cash Bonus Plan is
a formula based and discretionary bonus plan. Under this extended Cash
Bonus Plan, Mr. Zernov and Mr. King would receive certain automatic cash bonus
payments if the Company’s actual 2008 earnings before interest, taxes,
depreciation and amortization, referred to as EBITDA, meets or exceeds 90% of
the Company’s 2008 budgeted EBITDA. As the Company’s actual 2008 EBITDA did
not meet or exceed 90% of the Company’s 2008 budgeted EBITDA, neither Mr. Zernov
nor Mr. King received the automatic cash bonus payments in fiscal 2008. The
compensation/nominating committee and the Board of Directors also did not grant
discretionary cash bonuses to the Named Executive Officers for fiscal
2008.
 
 Long term incentive
compensation. The compensation/nominating committee and the Board of
Directors extended the terms of the 2006 long term incentive compensation for
President and Chief Executive Officer, Chief Financial Officer and the
non-employee directors of the Company through 2008. Mr. Zernov, Mr. King
and the non-employee directors would receive long term incentive compensation in
the form of restricted stock if the Company’s actual EBITDA for 2008 meets or
exceeds 90% of the Company’s 2008 budgeted EBITDA. Since the Company’s
actual 2008 EBITDA did not meet or exceed 90% of the Company’s 2008 budgeted
EBITDA, Mr. Zernov, Mr. King and the non-employee directors of the Company did
not receive any restricted stock in fiscal 2008.
  4
  EMPLOYMENT
AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
AGREEMENTS
 
 Employment
Agreements. The Company entered into an employment agreement with
Mr. Jeffrey P. Zernov, the President and Chief Executive Officer, on August 31,
2004. The agreement provides for a non-compete period of five years from
the date he voluntarily terminates his employment or is terminated for
cause. If the Company terminates Mr. Zernov’s employment without cause,
then the Company may restrict him from competing for a period of up to two years
to the extent the Company continues to pay his base salary.
 
 The
Company entered into an employment agreement with Robert P. King, the Company’s
Chief Financial Officer, on September 22, 2008. Under the agreement, Mr.
King receives $155,000 as his starting base salary.  Under the agreement,
Mr. King is entitled to earn a formula-based bonus based on the Company’s actual
2009 earnings before interest, taxes, depreciation and amortization, referred to
as EBITDA, compared to the Company’s budgeted EBITDA for 2009 established by the
Board of Directors.  The agreement further provides that Mr. King is
eligible to participate in the Company’s Long Term Incentive Plan.
 
 The
Company also entered into an employment agreement with David M. Kolkind, the
Company’s Chief Financial Officer, on November 26, 2007.  Mr. Kolkind
resigned from his position as the Company’s Chief Financial Officer, effective
August 8, 2008 and under the employment agreement did not receive any additional
compensation.
 
 Nature
Vision Stock Options
 
 The
following table sets forth certain information relating to equity awards
outstanding as of December 31, 2008 for each Named Executive
Officer. Robert P. King, our Chief Financial Officer, was granted an option
to purchase 30,000 shares of the Company’s common stock at an exercise price of
$1.01 pursuant to the Company’s stock option plan upon his appointment as the
Company’s new Chief Financial Officer.
 
 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
 
 Option
      AwardsName
                          
                          Number
      of Securities
                            Underlying
      Unexercised Options (#) Exercisable
                          
                          
                          Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
                          
                          
                          Option
                            Exercise
      Price
                            ($)
                          
                          Option
                            Expiration
      DateJeffrey
      P. Zernov
                          
                          
                          22,500
                          (1)
                          
                          
                          
                          
                          $
                          5.43
                          
                          11/3/200933,000
                          
                          
                          
                          
                          
                          $
                          2.10
                          
                          9/20/2013Robert
      P. King
                          
                          
                          30,000
                          
                          
                          
                          30,000
                          (2)
                          
                          $
                          1.01
                          
                          9/22/2013
 __________________
 
 (1)
              Effective
      November 11, 2005, the Company accelerated the vesting of the remaining
      unvested options granted in 2004, through a written action of the Board of
      Directors.
 (2)
              10,000
      shares each vest on September 22, 2009, September 22, 2010, and September
      22, 2011.
  5
  Board
of Director Compensation
 
 The
following table sets forth the cash and non-cash compensation for fiscal 2008
awarded to or earned by each of our directors who is not also a Named Executive
Officer.
 
 DIRECTOR
COMPENSATION
 
 Name
                        
                        Fees
      Earned or
                          Paid
      in Cash
                          ($)
                        
                        
                        Option
      Awards
                          ($)
      (1)
                        
                        
                        Total
                          ($)Richard
      P. Kiphart
                        
                        $
                        12,750
                        
                        
                        
                        --
                        
                        
                        $
                        12,750Scott
      S. Meyers
                        
                        $
                        18,500
                        
                        
                        
                        --
                        
                        
                        $
                        18,500Steve
      Shanesy
                        
                        $
                        3,000
                        
                        
                        
                        --
                        
                        
                        $
                        3,000Curtis
      A. Sampson
                        
                        $
                        15,000
                        
                        
                        
                        --
                        
                        
                        $
                        15,000Philip
      M. McLaughlin
                        
                        $
                        16,500
                        
                        
                        
                        --
                        
                        
                        $
                        16,500
 ____________________
 
 (1)
              No
      stock options were granted to the directors during fiscal year
      2008. For the aggregate number of stock options outstanding at 2008
      fiscal year end, see section titled Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters.
 
 Each
director who is not a full-time employee of Nature Vision receives a quarterly
retainer of $3,000. Also, a fee of $750 is paid to each outside director
for each board or committee meeting attended in person plus out-of-pocket
expenses incurred in attending meetings. The chairs of the audit committee
and compensation/nominating committee are each paid an additional annual
retainer of $2,000.  The members of the audit committee and
compensation / nominating committees were paid an additional $1,500.
 Outside directors are eligible for stock options. Outside directors
were also eligible for long term incentive compensation relating to performance
for the fiscal 2008, but no payments were made under the long term incentive
compensation for fiscal 2008. Directors who also are employees of Nature
Vision are not compensated for their duties as directors.
 
 Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
 
 As of
April 28, 2009, 2,312,583 shares of our common stock were outstanding. Each
common share is entitled to one vote.
 
 Information
as to the name, address and stockholdings of: (i) each person known by
Nature Vision to be a beneficial owner of more than five percent of our common
stock; (ii) each director and nominee for election to the Board of Directors;
(iii) each executive officer named in the Summary Compensation Table; and (iv)
by all executive officers and directors, as a group, as of April 28, 2009 is set
forth below. Except as indicated below, we believe that each person has the
sole (or joint with spouse) voting and investment powers with respect to such
shares.
  6
 
 Name
      and Address
                  
                  Amount
      of
                    Common
      Stock Beneficially
                    Owned
                  
                  
                  Percent
                    of
                    Common
                    Stock
      (1)Jeffrey
      P. Zernov
                    1480
      Northern Pacific Road
                    Brainerd,
      Minnesota 54601
                  
                  
                  534,794
                  (2)
                  
                  
                  22.1
                  %Richard
      P. Kiphart
                    222
      West Adams Street
                    Chicago,
      Illinois 60606
                  
                  
                  650,752
                  (3)
                  
                  
                  25.8
                  %Philip
      M. McLaughlin
                    26020
      Birch Bluff Road
                    Shorewood,
      Minnesota 55331
                  
                  
                  46,314
                  
                  
                  
                  2.0
                  %Scott
      S. Meyers
                    P.O.
      Box 161574
                    Big
      Sky, Montana 59716
                  
                  
                  8,800
                  (4)
                  
                  
                  *Curtis
      A. Sampson
                    P.O.
      Box 777
                    213
      Main Street
                    Hector,
      Minnesota 55342
                  
                  
                  16,800
                  (5)
                  
                  
                  *Dean
      Capra
                    8565
      Central Avenue Northeast
                    Blaine,
      Minnesota 55434
                  
                  
                  147,733
                  
                  
                  
                  6.4
                  %Anthony
      Capra
                    8565
      Central Avenue Northeast
                    Blaine,
      Minnesota 55434
                  
                  
                  147,733
                  
                  
                  
                  6.4
                  %Perkins
      Capital Management, Inc.
                    730
      East Lake Street
                    Wayzata,
      Minnesota 55391
                  
                  
                  111,495
                  (6)
                  
                  
                  4.8
                  %Directors
      and executive officers
                    as
      a group (five persons)
                  
                  
                  1,257,460
                  (7)
                  
                  
                  47.6
                  %
 
 ________________
 
 *
              Less
      than one percent of shares
outstanding.
 (1)
              In
      calculating percentage ownership, all shares of common stock which a named
      shareholder has the right to acquire within 60 days from the date of this
      proxy statement upon exercise of options or warrants are deemed to be
      outstanding for the purpose of computing the percentage of common stock
      owned by that shareholder, but are not deemed to be outstanding for the
      purpose of computing the percentage of common stock owned by any other
      shareholder.
 (2)
              Includes: (a)
      10,803 shares owned by Mr. Zernov’s wife; and (b) options to purchase
      55,500 shares of common stock and (c) warrants to purchase 50,555 shares
      of common stock.
 (3)
              Includes
      options to purchase 6,800 shares of common stock and warrants to purchase
      200,000 shares of common stock.
 (4)
              Includes
      options to purchase 6,800 shares of common
  stock.
 (5)
              Includes
      options to purchase 6,800 shares of common
  stock.
 (6)
              Only
      40,000 shares of common stock have voting
power.
 (7)
              Includes
      options and warrants to purchase 326,455 shares of common
      stock.
 ________________
  7
  Item
13.   CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
 
 Officer
and Director Loans to Company
 
 In
October 2008, the Company borrowed $700,000 from Jeffrey P. Zernov, its Chief
Executive Officer, in order to meet its short-term cash flow requirements. This
promissory note was unsecured and had an interest rate of 15%. The entire
principal and accrued interest was payable on January 1, 2009, of which the
Company paid $250,000 in January 2009.  There was no interest paid on
the loan during the year ended December 31, 2008.  In connection with
the loan, the Company issued warrants to the Chief Executive Officer to purchase
50,555 shares of common stock at an exercise price of $.90. The warrants are
exercisable from October 28, 2008 through October 27, 2010.  The
Company is currently in default on the remaining $450,000 of the note and is in
negotiations to extend the remaining $450,000 of this note.
 
 In July
2008, the Company amended the terms and replaced the original $1,000,000 demand
note issued to Richard P. Kiphart, a member of its Board of Directors, in
October 2007.  The amended $1,000,000 demand note is held by the same
member of the Company’s Board of Directors.  The demand promissory
note is unsecured and bears an interest rate of 15%.  Interest is
payable on the first day of each month commencing on August 1,
2008.  The entire principal and interest is payable upon demand
anytime after June 30, 2010.  In connection with the new loan, the
Company issued additional warrants to the Director to purchase 100,000 shares of
common stock at an exercise price of $1.31.  The Company paid
approximately $150,000 of interest on this note and the original $1,000,000
demand note during the year ended December 31, 2008.
 
 Directors
and Executive Officers
 
 Our Board
of Directors currently comprises the following five members:  Jeffrey
P. Zernov, Richard P. Kiphart, Scott S. Meyers, Curtis A. Sampson, and Philip M.
McLaughlin.  The following directors, which constitute a majority of
the Board of Directors, are “independent directors” as such term is defined in
Section 5605(a)(2) of The Nasdaq Stock Market’s listing
standards:  Richard P. Kiphart, Scott S. Meyers, Curtis A. Sampson,
and Philip M. McLaughlin.
 
 Item
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 Nature
Vision Independent Public Accountant’s Fees
 
 The
following table presents fees for professional services rendered by Virchow,
Krause & Company, LLP, for the audit of Nature Vision’s financial statements
for the years ended December 31, 2008 and December 31, 2007, and fees billed by
Virchow, Krause & Company, LLP for other services during those
periods:
 
 2008
                    
                    
                    2007Audit
      Fees
                    
                    $
                    136,931
                    
                    
                    $
                    119,750Audit
      Related Fees
                    
                    $
                    4,200
                    
                    
                    $
                    0Tax
      Fees
                    
                    $
                    7,650
                    
                    
                    $
                    10,870All
      Other Fees
                    
                    $
                    -
                    
                    
                    $
                    7,825Total
                    
                    $
                    148,781
                    
                    
                    $
                    138,445
 
 Audit Fees were for
professional services for auditing and reviewing Nature Vision’s financial
statements, as well as for consents and assistance with and review of documents
filed with the Securities and Exchange Commission.
 
 Audit Related Fees for 2008
were for professional services related to auditing and reviewing Nature Vision’s
financial statements, including advising Nature Vision as to complying with
accounting policies and transactional planning.
 
 Tax Fees were for
professional services for tax planning and compliance.
 
 All Other Fees were for
professional services not applicable to the other categories.
 
 Pre-Approval
Policy for Services of Nature Vision Independent Auditors
 
 The audit
committee meets prior to filing any Form 10-Q or 10-K to approve those
filings. In addition, the committee meets to discuss audit plans and
anticipated fees for audit and tax work prior to the commencement of that
work. All fees paid to the independent auditors are pre-approved by the
audit committee. These services may include audit services, audit-related
services, tax services and other services. The audit committee adopted a
policy for the pre-approval of services provided by the independent auditors,
which is set forth in the Amended and Restated Charter of the Audit Committee,
which was attached as Appendix A to the proxy statement for the Company’s 2008
annual meeting of shareholders.
  8
  PART
IV
 
 Item
15.  EXHIBITS,  FINANCIAL STATEMENT SCHEDULES.
 
 Exhibit
Index
 
 31.1
              Certification
      of Chief Executive Officer.
 
 31.2
              Certification
      of Chief Financial Officer.
  9
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Nature
      Vision, Inc.Date:  April
      28, 2009
                By:/s/Jeffrey
      P. ZernovJeffrey
      P. Zernov, Presidentand
      Chief Executive Officer
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 /s/ Jeffrey P. Zernov
                    April
      28, 2009Jeffrey
      P. Zernov(President, Chief
      Executive Officer and
      a Director)/s/ Robert P. King
                    April
      28, 2009Robert
      P. King(Chief Financial
      Officer, Chief Accounting Officer and
      Secretary)/s/ Richard P. Kiphart
                    April
      28, 2009Richard
      P. Kiphart(Director)/s/ Scott S. Meyers
                    April
      28, 2009Scott
      S. Meyers(Director)/s/ Curtis A. Sampson
                    April
      28, 2009Curtis
      A. Sampson(Director)/s/ Philip M. McLaughlin
                    April
      28, 2009Philip
      M. McLaughlin(Director)
   10