U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A
                                  Amendment No. 1

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

     For the quarterly period ended September 30, 2004.

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

     For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-49672

                                  ZANNWELL INC.
                 (Name of small business issuer in its charter)

              NEVADA                                        88-0408213
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

   120 BIRMINGHAM DRIVE, SUITE 110-C                           92007
        CARDIFF, CALIFORNIA                                 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (760) 753-7163
                           (Issuer's telephone number)

8400 Normandale Lake Blvd., Suite 920, Bloomington, Minnesota 55437
                                (former address)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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 [X]  No [ ]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date:  As of October 29, 2004, the
issuer had 167,750,000 shares of its common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes[ ]  No [X]


<PAGE>
<TABLE>
<CAPTION>
                             TABLE OF CONTENTS


<S>                                                                      <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .   3
   Item 2.  Management's Discussion and Analysis or Plan of Operation .  10
   Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . .  11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  12
   Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  12
   Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . .  12
   Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . .  12
   Item 4.  Submission of Matters to a Vote of Security Holders . . . .  12
   Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . .  12
   Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .  12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  17
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS.

                                  ZANWELL INC.
                      (FORMERLY USA TELECOM INTERNATIONALE)
                              Three and Nine Months
                        Ended September 30, 2004 and 2003
                                  (Unaudited)


                                       ASSETS
<S>                                                                   <C>
Current Assets
  Cash and Equivalents                                                $     11,504
                                                                      =============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts Payable                                                    $      7,959
  Notes Payable-Related Parties                                             78,709
                                                                      -------------

Total Current Liabilities                                                   86,668
                                                                      -------------

Stockholders' Deficit
  Preferred Stock, $.001 par value:
  Series A: Authorized 20,000,000, 11,714,286 issued and outstanding        11,714
  Series B: Authorized 10,000,000, none issued and outstanding
  Series C: Authorized 20,000,000, 10,000,000 issued and outstanding        10,000
  Common Stock, $.001 par value:
  Authorized 900,000,000, 137,750,000 issued and outstanding               134,950
  Additional Paid-In Capital                                            29,180,787
  Retained Deficit                                                     (29,412,615)
                                                                      -------------

Total Stockholders' Deficit                                                (75,164)
                                                                      -------------

Total Liabilities and Stockholders' Deficit                           $     11,504
                                                                      =============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                              ZANWELL INC.
                                  (FORMERLY USA TELECOM INTERNATIONALE)
                                           Three and Nine Months
                                    Ended September 30, 2004 and 2003
                                               (Unaudited)


                                                 Three Months Ended              Nine Months Ended
                                                    September 30,                  September 30,
                                              2004                 2003           2004          2003
                                         -----------------  ----------------  -------------  -----------
<S>                                      <C>                <C>               <C>            <C>

OPERATING EXPENSES
  General & Administrative               $     28,736,029   $        12,091   $ 29,141,279   $   53,575
  Executive Compensation-Related Party                  -            10,000              -       10,000
  Depreciation                                          -                43              -          129
  Interest Income                                       -           (32,038)             -      (96,114)
  Interest Expense                                  3,148                 -          3,198            -
  Loss on Sale of Assets-Related Party                  -                 -        290,769            -
                                         -----------------  ----------------  -------------  -----------

NET INCOME (LOSS)                        $    (28,739,177)  $         9,904   $(29,435,246)  $   32,410
                                         =================  ================  =============  ===========

Basic and Diluted Net Income (Loss)
  Per Common Share                       $          (0.37)  $          0.00   $      (0.87)  $     0.01

Weighted Average Number of Shares
  Outstanding                                  77,934,783         4,250,000     33,914,234    4,250,000
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  ZANWELL INC.
                      (FORMERLY USA TELECOM INTERNATIONALE)
                              Three and Nine Months
                        Ended September 30, 2004 and 2003
                                  (Unaudited)


                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                             2004          2003
                                                         -------------  ----------
<S>                                                      <C>            <C>
Cash Flows From Operating Activities
  Net Income (Loss)                                      $(29,435,246)  $  32,410
Adjustments to reconcile net income (loss) to net cash
  provided by (used) by operating activities:
  Depreciation                                                      -         129
  Loss on Sale of Assets-Related Party                        290,769           -
  Stock Option Expense                                         54,346           -
  Stock Issued for Services                                28,558,030           -
  Imputed Interest                                              3,148           -
Changes in Operating Assets and Liabilities:
  Decrease in Security Deposit                                      -       5,000
  Accounts Payable and Other Accrued Liabilities              142,451       9,680
                                                         -------------  ----------

Net cash provided by (used) in operating activities          (386,502)     47,219
                                                         -------------  ----------

Cash Flows From Investing Activities:
  (Increase) in loan receivable                                     -    (267,963)
  Proceeds from the Sale of Assets                             10,300           -
                                                         -------------  ----------

Net cash provided by (used) in investing activities            10,300    (267,963)
                                                         -------------  ----------

Cash Flows From Financing Activities:
  Proceeds from the sale of common stock                      392,934           -
  Proceeds from related party loan                                         44,390
  Payments on related party loan                               (5,343)
                                                         -------------  ----------

Net cash provided by financing activities                     387,591      44,390
                                                         -------------  ----------

Net Change in Cash                                             11,389    (176,354)

Cash Beginning of Period                                          115     176,354
                                                         -------------  ----------

Cash End of Period                                       $     11,504   $       -
                                                         =============  ==========

Supplemental information:
  Interest Paid                                          $         50   $       -
                                                         =============  ==========

  Income Taxes Paid                                      $      5,828   $       -
                                                         =============  ==========
</TABLE>


                                        5
<PAGE>
                                 ZANNWELL, INC.
                      (formerly USA Telecom Internationale)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Zannwell, Inc.
("Zannwell") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Zannwell's
Annual Report filed with the SEC on Form 10-KSB. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for 2003
as reported in the 10-KSB have been omitted.


NOTE 2 - STOCK BASED COMPENSATION

Zannwell accounts for its employee stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees. Zannwell granted 76,000,000 options to purchase common stock to
employees in the nine months ending September 30, 2004. All options vest
immediately, have an exercise price of 85 percent of market value on the date of
grant and expire 10 years from the date of grant. Zannwell recorded compensation
expense of $54,346 under the intrinsic value method during the nine months ended
September 30, 2004.

The following table illustrates the effect on net loss and net loss per share if
Zannwell had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                         Three Months Ended       Nine Months Ended
                                             September 30,          September 30,
                                           2004        2003       2004         2003
                                       -------------  ------  -------------  ---------
<S>                                    <C>            <C>     <C>            <C>

Net income (loss)                      $(28,739,177)  $9,904  $(29,435,246)  $(32,410)
Add:   stock based compensation
       determined under intrinsic
       value based method                    54,346        -        54,346          -
Less:  stock based compensation
     determined under fair value
     based method                          (362,306)       -      (362,306)         -
                                       -------------  ------  -------------  ---------
Pro forma net loss                     $(29,047,137)  $9,904  $(29,743,206)  $(32,410)
                                       =============  ======  =============  =========
Basic and diluted net loss per share
     As reported                       $       (.37)  $ 0.00  $       (.87)  $   0.01
                                       =============  ======  =============  =========
     Pro forma                         $       (.37)  $ 0.00  $       (.88)  $   0.01
                                       =============  ======  =============  =========
</TABLE>



NOTE  3  -  EQUITY

There are three classes of preferred stock, A, B & C. Each share of Series A and
B is convertible at the option of the holder into 10 shares common stock. Series
C is not convertible, but each share has 100 votes.


                                        6
<PAGE>
During  the nine months ended September 30, 2004, employees exercised options to
acquire 73,200,000 shares of common stock on a cashless basis through an outside
broker.  The  broker  sold  the  shares on the open market and Zannwell received
proceeds totaling $132,934.

During the nine months ended September 30, 2004, Zannwell sold 13,000,000 shares
of common stock in a private placement for proceeds of $260,000.

During  the  nine  months  ended  September  30, 2004, Zannwell issued 1,000,000
shares  of  Series  A  preferred  stock  for services. The shares were valued at
$280,000.

During  the  nine  months  ended  September 30, 2004, Zannwell issued 10,714,286
shares of Series A preferred stock for $150,000 of debt owed to a related party.
The  shares were valued at $262,500 resulting in a reduction of debt of $150,000
and a charge to expense for the additional $112,500.

During  the  nine  months  ended  September 30, 2004, Zannwell issued 10,000,000
shares  of  Series  C  preferred  stock  for services. The shares were valued at
$28,000,000.

During  the  nine  months  ended  September 30, 2004, Zannwell issued 44,500,000
shares of common stock for services. The shares were valued at $165,530.


NOTE 4 - SUBSEQUENT EVENTS

In  October  2004,  employees'  exercised options to acquire 2,800,000 shares of
common stock on a cashless basis through an outside broker.


                                        7
<PAGE>
ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

FORWARD-LOOKING INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act of 1934.  Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings  with  the  Securities  and  Exchange  Commission.

     The  following  are  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements  contained herein, which speak only as of the date hereof. We believe
the  information  contained  in  this  Form 10-QSB to be accurate as of the date
hereof.  Changes  may occur after that date. We will not update that information
except  as  required  by  law  in  the  normal  course  of its public disclosure
practices.

     Additionally,  the  following  discussion regarding our financial condition
and  results  of  operations  should  be  read in conjunction with the financial
statements  and related notes contained in Item 1 of Part I of this Form 10-QSB,
as  well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the  fiscal  year  ended  December  31,  2003.

MANAGEMENT'S PLAN OF OPERATION

     Change  of  Control.  On  March  19,  2004,  we issued 13,000,000 shares of
common  stock  to  Robert  C. Simpson, Ph.D. for a purchase price of $260,000.00
which  constituted approximately 75 percent of our issued and outstanding shares
of  common  stock.  Before  the  purchase  by  Dr.  Simpson, Allen Jones was our
controlling  stockholder.  Following  the purchase of our shares by Dr. Simpson,
he  and  George  Peterman were appointed to our board of directors.  Dr. Simpson
was also elected as our president, chief financial officer and secretary.

     On  May  26,  2004, Mr. Peterman resigned as a director.  On July 14, 2004,
Dr.  Simpson  resigned  as  our  president  and  became chairman of our board of
directors.  At that time, we elected Luther E. Lindner, M.D., Ph.D. as president
and chief executive officer.  We and Dr. Lindner have since mutually agreed that
Dr.  Lindner  would resign as our president and chief executive officer in order
to  allow  Dr.  Lindner  to  accept  a position as president and chief executive
officer of Cryptobe, Inc., an affiliated privately-held company.

We retained AMVI, a company controlled by Mr. Jones, as a consultant.  Under the
terms  of  the  consulting agreement, AMVI will receive a total of $141,516 from
March  19,


                                        8
<PAGE>
2004 through October 1, 2004, payable in four installments. In addition, we sold
certain  assets  to  AMVI for $10,300, which consisted of 5,000 shares of common
stock  of  an  unrelated  corporation,  certain  computer  equipment  and a note
receivable in the principal amount of $300,000. All monies were put into a trust
managed  by  counsel  and  paid  on  schedule.

     After  Dr.  Simpson  initially  acquired our shares, we intended to acquire
Blue Kiwi, Inc., a company in which Dr. Simpson has an equity interest. However,
we  decided that we would not acquire Blue Kiwi, Inc. Instead, we entered into a
strategic alliance with Blue Kiwi based on the synergies as seen by Dr. Simpson.
We  intend  to  either  commence  operations  or  acquire  another business with
operation in which Dr. Simpson may have an equity interest. It is possible that,
as  a result of any acquisition of a business in which Dr. Simpson has an equity
interest, we may issue additional shares of our capital stock to Dr. Simpson. We
have  been  actively  reviewing  possible  acquisitions  opportunities.

     Before  the  change  of  control  described  above, we acted as an agent in
commercial  transactions  between  Vietnamese purchasers and U.S. manufacturers.
In  particular, we identified suitable (with respect to products, quantities and
trade  terms)  U.S.  suppliers for Vietnamese buyers, facilitated communications
between  the  parties,  and  assisted  Vietnamese buyers with the preparation of
letters  of  credit  documentation  and  submitting  of  such  to the seller for
approval.'

     Our  new management decided to terminate the Vietnamese commercial business
and  focus  on  opportunities  within  the  United  States.  We  are  currently
evaluating  various  business  opportunities, including operating opportunities,
joint  ventures,  acquisitions  or  other  business  combinations.  Some  of the
opportunities  being  evaluated  are  ones in which our management has a current
interest,  and  it  is  possible  that, if we pursue one of these opportunities,
management  may  receive  additional  capital  stock  of  ZannWell in connection
therewith.

     We  currently  have  limited working capital with which to satisfy our cash
requirements,  and  we  will  require  additional  capital  in  order to conduct
operations.  We  anticipate  that  we will raise at least $250,000 in additional
working  capital  in  order  to sustain operations for the next 12 months.  This
requirement  could  increase  substantially, depending on the nature and capital
requirements  of  the  business  opportunities  we elect to pursue.  In order to
obtain  the  necessary  working  capital,  we intend to continue to seek private
equity financing in 2004.  Such financing may not be available to us when and if
needed on acceptable terms or at all.  In the event that we are unable to obtain
such  financing,  management  may  provide  additional  financing  for ZannWell.

     In  the  next  12 months, we intend to hire from six to up to 50 employees,
depending  on  the  nature of the business opportunities we elect to pursue.  We
have  established  the ZannWell Inc. 2004 Employee Stock Incentive Plan in order
to  attract  and  retain employees and to provide employees who make significant
and  extraordinary  contributions  to 'our long-term growth and performance with
equity-based  compensation  incentives.

     We intend to take advantage of the full array of services provided by ATNG,
Inc.,  a  publicly held company controlled by Dr. Simpson.  The services include
financial,  accounting,  payroll,  human  relations,  travel,  and  legal.  In
addition,  we have established the ZannWell Inc. 2004 Non-Employee Directors and
Consultants  Retainer  Stock  Plan in order to promote the interests of ZannWell
and  its  stockholders  by  attracting  and retaining non-employee directors and
consultants  capable  of  furthering  the  future  success  of  ZannWell.

     We  intend  to  retain  any future earnings to finance the expansion of our
business  and  any  necessary  capital  expenditures,  and for general corporate
purposes.

     We  have  also  entered into an agreement to purchase Future Beverages Inc.
from  a  company  affiliated  with  ATNG,  Inc.  for  cash,  stock  and  other
consideration.  We  feel  that Future Beverages Inc. has upside potential and is
expected  to be profitable in early 2005.  Our new facility is located in Tempe,
Arizona.  Future  Beverages Inc. has a patented "Cold Fill Process" for enhanced
healthy  beverage  production  like tasteless water with glucosamine and several
other  products.  Future  Beverages  Inc.  has  several  agreements signed or in
process.

     We  have  several  products  in the formulation stages.  We hope that these
products  will be assisted by the synergies between ZannWell and ATNG/Blue Kiwi.


                                        9
<PAGE>
RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE CORRESPONDING PERIOD IN
2003.

     Revenues.  There  were  no revenues during the three months ended September
30,  2004.

     Operating Expenses. During the three-month period ended September 30, 2004,
operating  expenses  were  slightly  higher.
     Consulting expenses were approximately 20 percent of our operating expenses
during  the  three-month  period  ended  September 30, 2004.  There is no way to
compare  the  prior  business  to  our  current  situation  since we were in the
telecommunications  business prior to 2004.

     General  overhead  expenses  were  $27.7 million for the three month period
ended  September  30,  2004.  The actual cash spent during the third quarter was
approximately  $300,000  as  a  result  of  start-up  expenses.  $28  million is
associated  with  10,000,000  shares  of  our  Series C preferred stock that was
issued.

     We anticipate overhead to be very closely managed with minimal waste in the
future.

     Professional fees, which are made up primarily of accounting fees and legal
fees,  totaled  approximately  $75,000.00  during  the  three-month period ended
September  30,  2004  as  compared  to  less than $10,000.00 for the three-month
period  ended  September 30, 2003.  Securities related items made up most of the
professional  fees.

     There  were  no  depreciation  or  amortization  expenses during the period
ending  September  30,  2004.

     We  intend  to  continue  to  find  ways  to expand our business, including
through  acquisitions. We believe that revenues and earnings will increase as we
grow.


LIQUIDITY AND CAPITAL RESOURCES

     Our  capital  requirements,  particularly  as  they relate to our desire to
expand  through  acquisitions, our plan to grow our business, have been and will
continue  to  be  significant.  Our future cash requirements and the adequacy of
available  funds will depend on many factors, including the pace at which we are
able  to  make acquisitions, the pace at which we can deploy our technology, the
acceptance  of  our  products  by  our  clients and the availability of adequate
capital.

     To  date,  we have funded our operations with the capital we raised through
sales of our securities. If capital sources were terminated, our working capital
would  decline  significantly. We cannot guarantee that these relationships will
continue,  or even if they continue, that we will earn enough revenue to sustain
our operations. Currently, however, we believe that revenues from our operations
together  with  the proceeds from the offering of our securities we undertook in
January  2004  and  our  cash  on hand will be sufficient to satisfy our working
capital  needs  for the remainder of 2004. During the next 12 months, if we fail
to  earn  revenue  in  an  amount  sufficient  to


                                       10
<PAGE>
fund  our  operations,  we  intend  to  raise  capital through public or private
offerings  of  our  securities  or from loans, if we are able to obtain them. We
have  no  commitments for financing for our future needs and we cannot guarantee
that  financing will be available to us, on acceptable terms or at all. If we do
not earn revenues sufficient to support our business and we fail to obtain other
financing,  either  through an offering of our securities or by obtaining loans,
we may be required to curtail, or even to cease, our operations.

     As of September 30, 2004 we had working capital of $151,000 made up of cash
and  cash  equivalents  of  greater  than  $11,500 and short-term investments of
$140,000.  We  anticipate  that  cash  will  remain constant for 2004.  Our cash
resources  may  decrease if we complete an acquisition during 2004, or if we are
unable  to  maintain  positive  cash  flow  from  our  business  through  2004.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  We  are  exposed to certain economic and political changes in
international  markets  where  we  compete,  such as inflation rates, recession,
foreign  ownership  restrictions,  and trade policies and other external factors
over  which  we  have  no  control.

     Our  financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars.  In  the  past the majority of our operating capital was raised through
business  relationships,  whose  operations  are  conducted  in  U.S.  dollars.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

     As  discussed  by  our  accountants  in  the  audited  financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient  to  cover  its  costs  and  expenses.  The  management anticipates
raising  any  necessary  capital  from  outside  investors  coupled with bank or
mezzanine  lenders.  As of the date of this report, we have not entered into any
negotiations  with  any  third  parties  to  provide  such  capital.

     OUR  INDEPENDENT  CERTIFIED  PUBLIC ACCOUNTANTS HAVE STATED IN THEIR REPORT
INCLUDED  IN  OUR DECEMBER 31, 2003 FORM 10-KSB, THAT WE HAVE INCURRED OPERATING
LOSSES  IN  THE  LAST  TWO  YEARS,  AND  THAT WE ARE DEPENDENT UPON MANAGEMENT'S
ABILITY  TO DEVELOP PROFITABLE OPERATIONS.  THESE FACTORS AMONG OTHERS MAY RAISE
SUBSTANTIAL  DOUBT  ABOUT  OUR  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.

RECENT DEVELOPMENTS

     On  November  23,  2004,  R.  Patrick  Liska  was  removed as our director,
president,  Chairman of the board and chief executive officer. The removal of R.
Patrick  Liska  as  our  director  and  officer  resulted  from  philosophical
differences between us and Mr. Liska regarding business operations, policies and
practices.  The  effective  date  of  the  removal  was  November  23,  2004.

     Effective  November  23,  2004,  Robert  C.  Simpson  was  elected our sole
director,  president,  chairman  of  the  board  and  chief  executive  officer.

     On  November  29,  2004,  a change in control occurred as the result of the
acquisition  of  our  series A, series B and series C preferred stock by Palomar
Enterprises,  Inc.,  a  Nevada  Corporation  ("Palomar").

     Pursuant  to  that  certain Capital Stock Purchase Agreement dated November
29,  2004, between Robert C. Simpson, our sole director and officer and Palomar,
a  copy  of which is attached as an exhibit to this Amended Quarterly Report, on
November  29,  2004,  Palomar acquired from Dr. Simpson 19,000,000 shares of our
series  A preferred stock, 10,000,000 shares of our series B preferred stock and
10,000,000  shares  of  our Series C preferred stock. Each share of the series A
preferred  stock  is convertible into ten shares of our common stock. The shares
of  the  series  A  preferred stock do not have voting rights. Each share of the
series  B  preferred  stock is convertible into two hundred shares of our common
stock.  On all matters submitted to a vote of the holders Of the Common Stock, a
holder  of the Series B Preferred Stock is entitled to one vote per share of the
Series  B  Preferred  Stock held by such holder. The series C preferred stock is
nonconvertible.  Each  share of the series C preferred stock entitles the holder
to 100 votes of our common stock on all matters brought before our stockholders.
All of the preferred shares acquired by Palomar carried a legend restricting the
transfer  thereof  under  the  Securities  Act Of 1933, as amended. Palomar used
$380,000  of  its  working  capital  as  consideration  for the preferred shares
purchased  by  it  pursuant  to  the  Capital  Stock  Purchase  Agreement.


                                       11
<PAGE>
     Concurrently  with  the  stock purchase transaction, Robert C. Simpson, our
then-sole  director  and officer, nominated Steve Bonenberger and Brent Fouch as
directors.  Steve  Bonenberger  was  also  elected President and Chief Executive
Officer  and  Brent  Fouch  was  elected  Secretary and Chief Financial Officer.
Following  the  election  of  Messrs.  Bonenberger and Fouch as our officers and
directors, Robert C. Simpson resigned his positions as our director and officer.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM 3.  CONTROLS  AND  PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation  of Disclosure and Controls and Procedures. As of the end of the
period  covered  by this Quarterly Report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes  in Internal Controls Over Financial Reporting. There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS.

         As  of  the  date  of  this  report,  we are not involved in any legal
         proceedings.

ITEM 2.  CHANGES  IN  SECURITIES.

         None.

ITEM 3.  DEFAULTS  UPON  SENIOR  SECURITIES.

         None.


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<PAGE>
ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

         None.

ITEM 5.  OTHER  INFORMATION.

         None.

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

<TABLE>
<CAPTION>
(a)  Exhibits.

EXHIBIT NO.                              IDENTIFICATION OF EXHIBIT
-----------  -------------------------------------------------------------------------------------------
<S>          <C>
  3.1**      Articles of Incorporation
  3.2**      Bylaws
  10.1*      Capital Stock Purchase Agreement dated November 29, 2004, between Robert C. Simpson
             and Palomar Enterprises, Inc.
  31.1*      Certification of  Robert C. Simpson, Chief Executive Officer of ZannWell Inc., pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
  31.2*      Certification of Robert C. Simpson, Treasurer of ZannWell Inc., pursuant to 18 U.S.C.
             Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
  32.1*      Certification of Robert C. Simpson, Chief Executive Officer of ZannWell Inc., pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
  32.2*      Certification of Robert C. Simpson, Treasurer of ZannWell Inc., pursuant to 18 U.S.C.
             Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
<FN>

__________
*    Filed herewith.
**   Previously filed.
</TABLE>


(b)      Reports on Form 8-K.

-        On  July  14, 2004, we filed an Amended Current Report regarding the
         change in  our  certifying  public  accountant.

-        On  November 24, 2004, we filed a Current Report regarding the
         removal of R. Patrick Liska as our officer and director.

-        On November 29, 2004, we filed an Amended Current Report regarding the
         removal of R. Patrick Liska as our officer and director.


                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            ZANNWELL INC.


Dated: November 29, 2004.

                                            By /s/ Robert C. Simpson
                                               --------------------------------
                                               Robert C. Simpson,
                                               Chief Executive Officer


                                       13
<PAGE>