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

                             -----------------------

                                    FORM 10-Q

             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2009

               |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                            THE EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number : 0-7475

                             -----------------------

                            SWORDFISH FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                                        41-0831186
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                                 142 Wembley Way

                              Rockwall, Texas 75032
                    (Address of principal executive offices)

                                 (972) 310-1830
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be  filed by  Section  13 or 15(d) of the  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  requirements  for the
past 90 days.
|X|  Yes?  |_|  No

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
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? |X| No

The  number of shares of  issuer's  common  stock,  par value  $0.16 per  share,
outstanding  as of March 1, 2010,  was  13,300,000.  The registrant has no other
classes of securities outstanding.


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<PAGE>








                               NATURE VISION, INC.
                                      INDEX


PART I          FINANCIAL INFORMATION                                      Page
                                                                          Number

      Item 1 :  Financial Statements

                Consolidated Balance Sheets - September 30, 2009 (Unaudited)
                   and December 31, 2008                                       1

                Consolidated Statements of Operations - Three Months and
                   Nine Months Ended September 30, 2009 and 2008 (Unaudited)   2

                Consolidated Statements of Cash Flows - Nine Months Ended
                   September 30, 2009 and 2008 (Unaudited)                     3

                Notes to Consolidated Financial Statements (Unaudited)         4

      Item 2:   Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                  20

      Item 4T:  Controls and Procedures                                       26

PART II         OTHER INFORMATION

      Item 4:   Submission of Matters to a Vote of Security Holders           27

      Item 6 :  Exhibits                                                      27

                Signatures                                                    28




































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<PAGE>
<TABLE>
<CAPTION>


                         Part I - FINANCIAL INFORMATION

Item 1: Financial Statements

                   Swordfish Financial, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                    September 30, 2009 and December 31, 2008

                                                                               Unaudited
                                                                              ------------
                                                                              September 30,   December 31,
                                                                                   2009          2008
                                                                              ------------    ------------
<S>                                                                                           <C>
ASSETS

CURRENT ASSETS
   Cash and Cash Equivalents                                                  $    151,676    $       --
   Accounts Receivable, net                                                           --         2,962,869
   Other Receivables                                                                45,281           4,260
   Note Receivable                                                               3,500,000            --
   Inventories, net                                                                   --         4,313,759
   Current Portion of Prepaid Expenses                                                --           221,443
   Current Assets Retained Relating to Discontinued Operations                        --           236,927
                                                                              ------------    ------------
     Total Current Assets                                                        3,696,957       7,739,258
                                                                              ------------    ------------

PROPERTY AND EQUIPMENT, NET                                                          7,000       1,901,650
                                                                              ------------    ------------

NON-CURRENT ASSETS
   Prepaid Expenses, net of Current Portion                                           --            32,422
   Intangibles, net                                                                   --           965,430
                                                                              ------------    ------------
     Total Non-Current Assets                                                         --           997,852
                                                                              ------------    ------------

     TOTAL ASSETS                                                             $  3,703,957    $ 10,638,760
                                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Checks Issued in Excess of Cash in Bank                                    $       --      $     22,236
   Current Portion of Long-Term Debt                                               235,952         258,405
   Note Payable - Related Party                                                    450,000         700,000
   Current Portion of Deferred Retirement Benefits                                  50,550          60,438
   Line of Credit, Bank                                                               --         3,084,956
   Accounts Payable                                                                948,984         679,673
   Accrued Payroll and Payroll Taxes                                                 2,603         107,858
   Accrued Expenses                                                              1,158,674         559,377
   Accrued Sales and Warranty Reserve                                              200,000         450,000
                                                                              ------------    ------------
     Total Current Liabilities                                                   3,046,763       5,922,943
                                                                              ------------    ------------

LONG-TERM LIABILITIES
   Long-term Debt, Net of Current Portion                                          367,998         525,401
   Note Payable - Related Party                                                  1,154,029         924,775
   Deferred Retirement Benefits, Net of Current Portion                            387,476         422,776
                                                                              ------------    ------------
     Total Non-Current Liabilities                                               1,909,503       1,872,952
                                                                              ------------    ------------

     Total Liabilities                                                           4,956,266       7,795,895
                                                                              ------------    ------------

<PAGE>

                   Swordfish Financial, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                    September 30, 2009 and December 31, 2008
                                  (continued)



COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common Stock, $.16 Par Value per Share, 25,000,000 Shares Authorized:
     13,300,000  Issued Outstanding at September 30, 2009 and 2,312,583
     at December 31, 2008                                                        2,128,002         370,013
   Additional Paid-In Capital                                                    8,889,474       7,141,368
   Accumulated Deficit                                                         (12,269,785)     (4,668,516)
                                                                              ------------    ------------
     Total Stockholders' Equity                                                 (1,252,309)      2,842,865
                                                                              ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $  3,703,957    $ 10,638,760
                                                                              ============    ============


          See accompanying notes to consolidated financial statements.

                                        1







<PAGE>

                   Swordfish Financial, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)


                                                                Three months ended September 30,   Nine months ended September 30,
                                                                --------------------------------- ----------------------------------
                                                                     2009              2008            2009               2008
                                                                ---------------   --------------- ----------------   ---------------

SALES, NET                                                      $      739,556    $    2,199,853  $     4,640,309    $    6,017,084

COST OF GOOD SOLD                                                      781,804         1,882,706        4,229,949         5,053,292
                                                                ---------------   --------------- ----------------   ---------------


   GROSS PROFIT                                                        (42,248)          317,147          410,360           963,792
                                                                ---------------   --------------- ----------------   ---------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                           354,849         1,040,954        2,251,631         3,053,862
Impairment Allowance for Inventory, Equipment
and Intangibles                                                              -                 -          598,434                 -
                                                                ---------------   --------------- ----------------   ---------------
                                                                       354,849        1,040,954         2,850,065        3,053,862
                                                                ---------------   --------------- ----------------   ---------------

LOSS FROM OPERATIONS                                                  (397,097)         (723,807)      (2,439,705)       (2,090,070)
                                                                ---------------   --------------- ----------------   ---------------

OTHER INCOME (EXPENSE)
   Interest expense                                                    (64,209)         (131,776)        (331,569)         (396,941)
   Interest income                                                      21,875                 -           21,875                 -
   Loss on loan default                                             (1,539,272)                -       (4,904,566)                -
   Other expenses                                                        2,480              (419)          (6,635)           (2,078)
                                                                ---------------   --------------- ----------------   ---------------

     Net Other Income (Expenses)                                    (1,579,126)         (132,195)      (5,220,895)         (399,019)
                                                                ---------------   --------------- ----------------   ---------------

   LOSS FROM CONTINUING OPERATIONS BEFORE TAXES                     (1,976,223)         (856,002)      (7,660,600)       (2,489,089)

PROVISION FOR INCOME TAX EXPENSE                                             -           428,274                -           428,274
                                                                ---------------   --------------- ----------------   ---------------

   LOSS FROM CONTINUING OPERATIONS                                  (1,976,223)       (1,284,276)      (7,660,600)       (2,917,363)

   GAIN  (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX                     -           303,804           59,332         1,418,609
                                                                ---------------   --------------- ----------------   ---------------

   NET LOSS                                                     $   (1,976,223)   $     (980,472) $    (7,601,268)   $   (1,498,754)
                                                                ===============   =============== ================   ===============

Loss from continuing operations per common share
   Basic                                                        $        (0.48)   $        (0.56) $         (1.85)   $        (1.26)
   Diluted                                                      $        (0.48)   $        (0.56) $         (1.85)   $        (1.26)

Gain (loss) from discontinued operations per common share
   Basic                                                        $         0.00    $         0.14  $          0.01    $         0.61
   Diluted                                                      $         0.00    $         0.14  $          0.01    $         0.61

Net loss per common share
   Basic                                                        $        (0.48)   $        (0.42) $         (1.83)   $        (0.65)
   Diluted                                                      $        (0.48)   $        (0.42) $         (1.83)   $        (0.65)

Weighted average common shares
   Basic                                                             4,143,819         2,312,583        4,143,819         2,312,583
   Diluted                                                           4,143,819         2,312,583        4,143,819         2,312,583

          See accompanying notes to consolidated financial statements.

                                        2


<PAGE>


                   Swordfish Financial, Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (Unaudited)

                  Nine Months Ended September 30, 2009 and 2008

                                                                                                         2009             2008
                                                                                                    ---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                                         $    (7,601,268) $   (1,498,754)
   Adjustments to reconcile net loss to net cash flows from operating activities
     Depreciation and amortization                                                                          495,734         593,354
     Gain on sale of discontinued operations                                                                               (465,150)
     Loss on bank default                                                                                 4,904,565               -
     Loss on impairment of leasehold improvements                                                           273,666          28,180
     Loss on impairment of prepaid expenses                                                                 324,768               -
     Gain on sale of building, net of income taxes                                                                         (998,950)
     Stock based compensation                                                                                 6,095           1,726
     Provision for deferred income taxes                                                                                    428,274
     Amortization of original issue discount                                                                                 33,379
     Changes in operating assets and liabilities:
        Accounts receivable                                                                               2,391,415       1,248,046
        Inventories, net                                                                                  1,246,455        (537,393)
        Prepaid expenses                                                                                    (70,903          36,398
        Accounts payable                                                                                    269,311         625,090
        Accrued payroll and payroll taxes                                                                  (105,255)        (54,178)
        Accrued expenses                                                                                    349,297        (151,127)
        Payments on deferred retirement benefits                                                             (9,888)        (58,471)
                                                                                                    ---------------- ---------------
          Net Cash Flows from Operating Activities                                                        2,473,992        (769,576)
                                                                                                    ---------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                                                            -        (365,564)
   Proceeds from sale of property and equipment                                                              24,534               -
   Purchase of assets associated with Castaic Softbait Brand                                                      -        (340,641)
   Purchase of assets from MarCum Technologies                                                                    -        (759,521)
   Purchase of assets from Innovative Outdoors                                                                    -         (10,753)
   Proceeds from sale of building                                                                                 -       2,294,941
   Proceeds from sale of discontinued operations, net                                                       236,927         243,345
   Net proceeds from sale of working capital associated with discontinued operations                              -         317,461
   Purchases of intangible assets                                                                                 -         (11,796)
                                                                                                    ---------------- ---------------
          Net Cash Flows from (used in) Investing Activities                                                261,461       1,367,472
                                                                                                    ---------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in checks issued in excess of cash in bank                                           (22,236)        131,119
   Net receipts (payments) on line of credit, bank                                                       (2,325,639)      1,200,486
   Proceeds from current note payable                                                                        14,098               -
   Principal payments on long-term debt                                                                    (250,000)     (2,060,988)
                                                                                                      --------------   -------------
          Net Cash Flows from (used in) Financing Activities                                             (2,583,777)      (729,383)

                                                                                                    ---------------- ---------------
     Net Change in Cash and Cash Equivalents                                                                151,676        (131,487)

CASH AND CASH EQUIVALENTS - January 1, 2009 and 2008                                                              -         131,487
                                                                                                    ---------------- ---------------
CASH AND CASH EQUIVALENTS - September 30, 2009 and 2008                                             $       151,676  $            -
                                                                                                    ================ ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3

<PAGE>


Index

                      NATURE VISION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2009 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        NATURE OF OPERATIONS

Swordfish  Financial,  Inc.,  (f/k/a  Nature  Vision,  Inc.  and  Photo  Control
Corporation)  (the  "Company"  or  "we")  as  Nature  Vision,   Inc.   designed,
manufactured and marketed outdoor  recreation  products  primarily for the sport
fishing and hunting  markets.  On August 14, 2009,  Nature Vision,  Inc. entered
into a Stock Purchase  Agreement with Swordfish  Financial,  Inc. for 10,987,417
shares (representing  approximately 80% of the outstanding shares) of its common
stock in exchange  for a $3,500,000  promissory  note.  On August 17, 2009,  the
shareholders  owning a majority of the outstanding  common stock voted to change
the Company's name from Nature Vision, Inc. to Swordfish Financial, Inc.

The Company did not meet the  minimum  net worth  covenants  of a line of credit
with M&I  Business  Credit  LLC (M&I  Bank) as of June 30,  2009,  which put the
Company in default on the line of  credit.  On August 14,  2009,  simultaneously
with the signing of the Swordfish Financial,  Inc. stock purchase agreement, M&I
Business Credit LLC, owed approximately $1,800,000 by the Company, foreclosed on
the line of credit and forced the  Company to enter into a  Voluntary  Surrender
Agreement. The Voluntary Surrender Agreement tendered to M&I Business Credit LLC
total possession of the Company's Premises,  operations and all of the Company's
Collateral,  which consisted of all of the Company's assets. M&I Business Credit
LLC  liquidated  basically  all of the  Company's  assets to recover the line of
credit debt.

Based on the limited assets, product lines and resources remaining after the M&I
Business  Credit LLC  liquidation,  Swordfish  Financial,  Inc. has decided that
there is not enough remaining of the Nature Vision  operations to continue as an
outdoor  recreations  products  company and will  concentrate on the business on
being and asset recovery company and using the financial  resources recovered to
retire the  Company's  debts and  invest in other  businesses  domestically  and
internationally.

Because of seasonal and other  factors,  the results of operations  for the nine
months ended September 30, 2009 are not necessarily indicative of the results to
be expected for the Company's full 2009 fiscal year.

        GOING CONCERN

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of  business.  We  incurred  net  losses of  $7,601,268  and  $1,498,754,
respectively,  for the nine months ended  September 30, 2009 and 2008 and had an
accumulated deficit of $12,269,785 as of September 30, 2009. We have managed our
liquidity   during  the  first  nine  months  of  2009  through  cost  reduction
initiatives  and the proceeds  from  collections  on accounts  receivables.  The
Company is currently in default of a $450,000 note with its former CEO and is in
negotiations  to extend the terms (Note 6). The Company is  currently in default
on its line of credit with a bank and in August 2008 it entered into a voluntary
surrender agreement allowing the bank (as discussed in Note 8) with its superior
lien position to assume control of the Company's  assets and operations until it
liquidates  sufficient assets to pay off the line of credit which is $873,288 at
September  30,  2009.  The  Company is in default on  $603,950  of others  notes
payable.

The Company has historically  been a seasonal  business with the majority of the
Company's  revenue being realized in the fourth quarter.  On the August 14, 2009
foreclosure  by M&I Business  Credit LLC and forcing the Company to enter into a
Voluntary  Surrender  Agreement  which tendered to M&I Business Credit LLC total
possession of the Company's Premises, operations and all of the Company's assets
to collect  the  approximately  $1,800,000  owed by the  Company.  After the M&I
Business Credit LLC's  liquidations of virtually all of the Company's  assets at
significant  discounts to book value,  Swordfish has been left with virtually no
product  lines to market and  continue  the Nature  Vision  outdoor  recreations
products  operations.  At  September  30,  2009,  the  Company  has  recorded  a
$4,904,566 loss on the bank default and  repossession by M&I Business Credit LLC
and an impairment loss of $598,434 related to leasehold improvements and prepaid
expenses.

Despite  cost  reduction  initiatives,  the  Company  will be  unable to pay its
obligations  in the normal  course of  business  or service its debt in a timely
manner  throughout 2009 without raising  additional debt or equity capital.  See
Note 3, for a discussion  of capital  acquired by the  Company.  There can be no
assurance that this financing  arrangement will alleviate the Company's 12 month
working capital needs unless it is funded or the Company can complete a recovery
project.


                                        4

<PAGE>


        INTERIM FINANCIAL INFORMATION

The accompanying  condensed consolidated balance sheet at September 30, 2009 and
the condensed consolidated  statements of operations and cash flows for the nine
months ended  September 30, 2009 and 2008 are unaudited.  The unaudited  interim
condensed  consolidated balance sheet and condensed  consolidated  statements of
operations  and cash flows have been  prepared  in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  and,  in the
opinion of  management,  reflect  all  adjustments,  which  include  only normal
recurring  adjustments,  necessary  to present  fairly the  Company's  financial
position,  results of  operations  and its cash flows for the nine months  ended
September 30, 2009 and 2008. The financial data and other information  disclosed
in these notes to the condensed  consolidated  financial  statements  related to
these  periods  are  unaudited.  Operating  results  for the nine  months  ended
September  30, 2009 are not  necessarily  indicative  of the results that may be
expected  for the year ending  December  31, 2009.  The  condensed  consolidated
financial  statements  should be read in conjunction with the audited  financial
statements for the year ended December 31, 2008 included in the Annual Report on
Form 10-K of the Company filed with the Securities and Exchange Commission.

        PRINCIPLES OF CONSOLIDATION

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

        FINANCIAL INSTRUMENTS

The carrying amounts for all financial  instruments  approximate fair value. The
carrying amounts for cash and cash equivalents,  accounts  receivable,  accounts
payable  and  accrued  expenses  approximate  fair  value  because  of the short
maturity of these instruments.  The fair value of long-term debt, notes payable,
line of credit-bank, and deferred liabilities - retirement benefits approximates
the carrying amounts based upon the Company's  expected  borrowing rate for debt
with similar remaining maturities and comparable risk.

        ACCOUNTS RECEIVABLE

The Company reviews customers' credit history before extending  unsecured credit
and  establishes  an allowance  for  uncollectible  accounts  based upon factors
surrounding  the  credit  risk of  specific  customers  and  other  information.
Accounts  receivable  are due  based on agreed  upon  customer  terms.  Accounts
receivable  are  considered  past due  once  they are over the due date of these
terms. The Company does not accrue interest on past due accounts receivable.  If
accounts  receivable in excess of the provided  allowance  are  determined to be
uncollectible, they are charged to expense in the year that the determination is
made.  Accounts  receivable  are written off after all  collection  efforts have
failed.  The  Company  had no  receivables  at  September  30,  2009  due to the
Company's  default on its loan with M&I Business Credit LLC and its repossession
of the Company's  asset (See Note 8).  Accounts  receivable at December 31, 2008
were reduced by an allowance for uncollectible accounts of $37,500.

        INVENTORIES

Inventories  consist of raw materials  and finished  goods and are valued at the
lower of standard  cost  (which  approximates  the  first-in,  first-out  (FIFO)
method) or market.  Market represents  estimated realizable value in the case of
finished  goods  and  replacement  or  reproduction  cost in the  case of  other
inventories.  Because of changing technology, our customer base, customer needs,
general economic conditions, and the level of success of certain sales programs,
and market demand, inventory is subject to obsolescence. Management periodically
reviews all  inventories  to determine  if any  obsolete,  discontinued  or slow
moving items are in inventory. Based on this review, inventory is disposed of or
an allowance for obsolescence  established to cover any future disposals. Due to
the  Company's  default  on its  loan  with  M&I  Business  Credit  LLC  and its
repossession of the Company's assets,  the Company's  inventory at September 30,
2009 was reduced to zero (See Note 8).

        GOODWILL

The Company applies SFAS No. 142, "Goodwill and Other Intangible  Assets," which
sets forth  financial and reporting  standards for the acquisition of intangible
assets,  other than those acquired in a business  combination,  and for goodwill
and other intangible  assets  subsequent to their  acquisition.  This accounting
standard requires that goodwill no longer be amortized but tested for impairment
on a periodic basis.

During the fourth  quarter of fiscal  2008,  the  Company  performed  its annual
goodwill  impairment  test with the assistance of a third-party  valuation firm.
Due to reduced growth expectations  resulting from weakening economic conditions
and anticipated  lower impact on revenues and profitability in future years, the
Company  recorded a non-cash  charge of $666,373 in the fourth quarter of fiscal
2008 for goodwill impairment. The balance of goodwill was $0 as of September 30,
2009 and December 31, 2008, respectively.



                                        5

<PAGE>

        INTANGIBLE ASSETS AND OTHER ASSETS

Other  intangible  assets  consisted   primarily  of  patents  and  identifiable
intangible  assets  including  customer lists,  trademarks,  other  intellectual
property  and  non-compete  agreements,  which  are  being  amortized  using the
straight-line  method over their  estimated  useful lives  ranging from three to
nineteen  years.  Due to the  Company's  default  on its loan with M&I  Business
Credit  LLC  and  its  repossession  of  the  Company's  assets,  the  Company's
intangible assets was reduced to zero at September 30, 2009 (See Note 8).

The long-term portion of prepaid expenses  consists of deferred  financing costs
of $-0- and $32,422 at September 30, 2009 and December 31, 2008, respectively.

        IMPAIRMENT OF LONG-LIVED ASSETS

We assess the  impairment of  long-lived  assets  whenever  events or changes in
circumstances  indicate  that the  carrying  amount may not be  recoverable,  in
accordance with FASB SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets."  An asset or asset  group  is  considered  impaired  if its
carrying amount exceeds the undiscounted future net cash flow the asset or asset
group  is  expected  to  generate.  If an asset  or  asset  group is  considered
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds its fair value. If estimated fair value is
less than the book value,  the asset is written down to the estimated fair value
and an impairment loss is recognized.

If we  determine  that the  carrying  amount  of  long-lived  assets,  including
intangible assets, may not be recoverable,  we measure any impairment based on a
projected  discounted  cash flow method using a discount rate  determined by our
management to be  commensurate  with the risk  inherent in our current  business
model or  another  valuation  technique.  Considerable  management  judgment  is
necessary  in  estimating  future  cash flows and other  factors  affecting  the
valuation of  long-lived  assets,  including  intangible  assets,  including the
operating  and  macroeconomic  factors that may affect them.  We use  historical
financial information,  internal plans, and projections and industry information
in making such estimates.

Due to the  Company's  default on its loan with M&I Business  Credit LLC and its
repossession of the Company's  assets,  the Company's  property and equipment of
$967,254 at September 30, 2009 was reduced to $7,000 and included as part of the
$4,904,566 loss recorded on the bank loan default as summarized in Note 8.

We had an independent appraisal firm complete an appraisal of goodwill and other
intangibles  as of  November  30,  2008.  Due  to  reduced  growth  expectations
resulting from weakening  economic  conditions and  anticipated  lower impact on
revenues and profitability in future years, we recognized a non-cash  impairment
charge of $671,877  for our  long-lived  assets,  including  intangible  assets,
during the year ended  December 31, 2008.  Due to the  Company's  default on its
loan with M&I Business Credit LLC and its repossession of the Company's  assets,
the Company's  intangible  assets at September 30, 2009 was reduced to zero (See
Note 8) The balance of intangibles  was $0 and $965,430 as of September 30, 2009
and December 31, 2008, respectively.

In particular,  if we no longer believe we will achieve our long-term  projected
sales or  operating  expenses,  we may  conclude in  connection  with any future
impairment  tests  that  the  estimated  fair  value of our  long-lived  assets,
including  intangible  assets,  are less than the book  value and  recognize  an
additional  impairment  charge.  Such  impairment  would  adversely  affect  our
earnings.

        DISCONTINUED OPERATIONS

On February 5, 2007,  the Company sold certain  assets and  transferred  certain
liabilities related to its Vaddio division.

These assets met the requirements of SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" as being held for sale. Operations and cash flows
were  eliminated  as a result  of the  sales  and the  Company  did not have any
significant  involvement in the operations  after the sales.  The results of the
Vaddio  product lines are presented on a historical  basis as a separate line in
the consolidated  statements of operations and the  consolidated  balance sheets
entitled  "Assets/Liabilities  sold  relating to  discontinued  operations"  and
"Assets/Liabilities retained relating to discontinued operations." In accordance
with EITF  87-24,  "Allocation  of  Interest to  Discontinued  Operations,"  the
Company  elected  to  not  allocate   consolidated   interest   expense  to  the
discontinued  operations where the debt is not directly attributed to or related
to  the  discontinued  operations.  All  of  the  financial  information  in the
consolidated  financial  statements  and  notes  to the  consolidated  financial
statements has been revised to reflect only the results of continuing operations
(see Note 13).

                                        6

<PAGE>

        REVENUE RECOGNITION

The Company recognizes revenue on the date products are shipped to customers and
does not sell  products  with  the  guaranteed  right  of  return.  The  Company
maintains  a warranty  on new  products  up to two years from the date of retail
purchase and therefore  permits  returns for defective  product within the first
few months of purchase  and repairs  products up through the end of the warranty
period.  Estimated  reserves  for sales / warranty  returns are  established  by
management based on historical  experience and are subject to ongoing review and
adjustment  by the Company.  Sales are reported net of the  provision for actual
and estimated  future  returns in the  accompanying  consolidated  statements of
operations. Revenues are reported net of discounts and allowances. The Company's
revenue  is  recognized  in  accordance  with  generally   accepted   accounting
principles as outlined in the SEC's Staff  Accounting  Bulletin No. 104 "Revenue
Recognition,"  which requires that four basic criteria be met before revenue can
be recognized:  (i) persuasive evidence of an arrangement exists; (ii) the price
is fixed or determinable;  (iii) reasonably assured it is collectible;  and (iv)
product delivery has occurred.  The Company  recognizes  revenue as products are
shipped based on FOB shipping point terms when title passes to customers.

In June 2006,  the  Financial  Accounting  Standards  Board (FASB)  ratified the
consensus of Emerging  Issues Task Force Issue No.  06-3, " How Taxes  Collected
from Customers and Remitted to Governmental  Authorities  Should Be Presented in
the Income  Statement  (That Is, Gross versus Net  Presentation  )" (EITF 06-3).
EITF 06-3 concluded that the presentation of taxes imposed on  revenue-producing
transactions  (sales,  use,  value  added,  and excise  taxes) on either a gross
(included in revenues and costs) or a net (excluded from  revenues)  basis is an
accounting policy that should be disclosed. The Company adopted EITF 06-3 during
the year ended  December 31, 2007, and it did not have any impact on our results
of operations or financial  condition.  The Company's policy is to present taxes
imposed on revenue-producing transactions on a gross basis.

        SALES AND WARRANTY RESERVE

The Company has  established a sales and warranty  reserve for sales returns and
warranty costs. Reserves are estimated based on historical  experience,  current
product lines being sold, and  management's  estimates.  The Company  provides a
standard  one or  two-year  warranty  program  for its  products.  The sales and
warranty  reserve for sales  returns and warranty  costs  relating to continuing
operations  was $200,000  and  $450,000 at  September  30, 2009 and December 31,
2008,  respectively.  The sales and warranty  reserve  represents a  significant
estimate and actual results could differ from the estimate.  The following table
provides the activity through the returns and warranty  accounts as recorded and
charged  against the  reserve  relating to  continuing  operations  for the nine
months ended September 30, 2009 and 2008.

                                                    2009             2008
                                               ---------------  ---------------

Accrued balance - beginning,  December 31      $      450,000   $      300,000
Provision                                              85,000          201,000
Claims incurred                                      (335,000)        (291,000)
                                               ---------------  ---------------


Accrued balance - ending, September 30         $      200,000   $      210,000
                                               ===============  ===============

        RESEARCH AND DEVELOPMENT

The Company  expenses all costs related to product  research and  development as
incurred.

        STOCK-BASED COMPENSATION

In  accordance  with SFAS No.  123(R),  cash  flows  from  income  tax  benefits
resulting from tax deductions in excess of the compensation  cost recognized for
stock-based  awards have been  classified as financing cash flows  prospectively
from January 1, 2006.  Prior to adoption of SFAS No. 123(R),  such excess income
tax benefits were  presented as operating  cash flows.  There were no cash flows
from income tax benefits for the nine months ended September 30, 2009 and 2008.





                                        7

<PAGE>

There were no stock options  granted during the nine months ended  September 30,
2009.

The  following  assumptions  were used to  calculate  the  value of the  options
granted during the nine months ended  September 30, 2008:  dividend yield of 0%,
risk-free  interest rate of 3%, expected life equal to 3.5 years, and volatility
of 76% - 106%.  The following  are the  assumptions  used for the  Black-Scholes
model:

     o    The  Company  calculates  expected  volatility  for stock  options and
          awards using historical volatility.

     o    The Company  used 0% as a  forfeiture  rate and the  Company  does not
          consider forfeitures to be material.

     o    The  Company  has not,  and  does  not  intend  to,  issue  dividends;
          therefore, the dividend yield assumption is 0%.

     o    The  expected  term of  options is based on the  simplified  method as
          allowed  under Staff  Accounting  Bulletins  (SAB)  No's.  107 and 110
          issued by the SEC. The  simplified  method  assumes the option will be
          exercised  midway between the vesting date and the contractual term of
          the option.  The Company is able to use the  simplified  method as the
          options qualify as "plain  vanilla"  options as defined by SAB No. 107
          and since the Company  does not have  sufficient  historical  exercise
          data to provide a reasonable basis to estimate expected term.

     o    The  risk-free  rates for the expected  terms of the stock options and
          awards  are based on the U.S.  Treasury  yield  curve in effect at the
          time of grant.

The Company recognizes  stock-based  compensation costs on a straight-line basis
over the requisite  service  period of the award,  which is generally the option
vesting  term. As of September  30, 2009,  there was $-0- of total  unrecognized
compensation  costs as all of the outstanding  options were cancelled during the
third quarter of 2009.

Stock  options  issued  to  non-employees  (which  no  options  were  issued  to
non-employees),  are accounted for in accordance with Emerging Issues Task Force
(EITF) 96-18.

        LOSS PER COMMON SHARE

Net loss per common  share was based on the  weighted  average  number of common
shares  outstanding  during the periods  when  computing  the basic net loss per
share.  When  dilutive,  stock options and warrants are included as  equivalents
using the treasury  stock market method when  computing the diluted net loss per
share.  There were no dilutive common stock  equivalents,  options and warrants,
for the nine months ended September 30, 2009 and 2008. Anti-dilutive options and
warrants were -0- and 219,450 at September 30, 2009 and 2008, respectively.

        INCOME TAXES

The Company  accounts for income taxes using the asset and  liability  approach,
which requires the  recognition of deferred tax assets and  liabilities  for tax
consequences of temporary differences between the financial statement and income
tax reporting bases of assets and liabilities  based on currently  enacted rates
and  laws.  These  temporary   differences   principally  include  depreciation,
amortization,  net operating losses, deferred retirement benefits, paid time off
and performance  benefits,  contract payable,  allowance for doubtful  accounts,
inventory  obsolescence  allowance,  and warranty  reserves.  Deferred taxes are
reduced by a valuation  allowance to the extent that  realization of the related
deferred tax assets is not assured. There is a full valuation allowance recorded
as of September 30, 2009 and December 31, 2008.

In June 2006, the Financial  Accounting  Standards  Board, or FASB,  issued FASB
Interpretation  No. 48, or FIN 48, "Accounting for Uncertainty in Income Taxes -
an  interpretation  of FASB Statement No. 109," which  prescribes  comprehensive
guidelines  for  recognizing,   measuring,  presenting  and  disclosing  in  the
financial statements tax positions taken or expected to be taken on tax returns.
FIN 48,  effective for fiscal years beginning after December 15, 2006,  seeks to
reduce  the  diversity  in  practice  associated  with  certain  aspects  of the
recognition and measurement  related to accounting for income taxes. The Company
adopted  provisions of FASB  Interpretation  48,  Accounting for  Uncertainty in
Income Taxes:  an  interpretation  of FASB Statement 109,  Accounting for Income
Taxes ("FIN 48) on January 1, 2007. To the extent  interest and penalties  would
be assessed by taxing  authorities  on any  underpayment  of income taxes,  such
amounts would be accrued and classified as a component of income tax expenses on
the consolidated statement of operations.  The Company has no material amount of
accrued  liabilities for interest or penalties  recorded related to unrecognized
tax benefits.

The  federal  and  state  tax  returns  are open to  examination  for the  years
2005-2008.



                                        8


<PAGE>

        RECLASSIFICATION

Certain  prior  year  amounts  have been  reclassified  to  conform  to the 2009
presentation. The reclassification relates to the breakout of operating expenses
on the  statement  of  operations  into  the  following  categories:  sales  and
marketing,   research  and   development  and   engineering,   and  general  and
administrative.  The Company's  opinion is that this breakout  provided  insight
into the different categories of operating expenses the Company incurs.

        ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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  significantly  from
those estimates.  For the Company,  significant  estimates include the allowance
for doubtful accounts receivable,  reserves for inventory valuation,  impairment
of goodwill  and long lived  assets,  reserves for sales  returns,  reserves for
warranty services, and the valuation allowance for deferred tax assets.

        RECENT ACCOUNTING PRONOUNCEMENTS

During  December  2007, the FASB issued SFAS No. 141 (Revised  2007),  "Business
Combinations"  ("SFAS 141 (Revised  2007)").  While this  statement  retains the
fundamental  requirement of SFAS 141 that the  acquisition  method of accounting
(which  SFAS  141  called  the  purchase  method  ) be  used  for  all  business
combinations,  SFAS 141  (Revised  2007)  now  establishes  the  principles  and
requirements  for how an  acquirer  in a business  combination:  recognizes  and
measures in its financial  statements  the  identifiable  assets  acquired,  the
liabilities  assumed,   and  any  noncontrolling   interests  in  the  acquiree;
recognizes and measures the goodwill acquired in the business combination or the
gain  from a  bargain  purchase;  and  determines  what  information  should  be
disclosed  in the  financial  statements  to enable  the users of the  financial
statements  to  evaluate  the  nature  and  financial  effects  of the  business
combination.  SFAS 141 (Revised 2007) is effective for fiscal years beginning on
or after December 15, 2008. The adoption of SFAS 141 (Revised 2007) did not have
a material impact on the Company's financial statements.

During December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51" ("SFAS 160"). This
statement  establishes  accounting  and reporting  standards for  noncontrolling
interests  in  subsidiaries  and for the  deconsolidation  of  subsidiaries  and
clarifies  that  a  noncontrolling  interest  in a  subsidiary  is an  ownership
interest  in the  consolidated  entity  that should be reported as equity in the
consolidated  financial  statements.   This  statement  also  requires  expanded
disclosures that clearly  identify and distinguish  between the interests of the
parent  owners and the interests of the  noncontrolling  owners of a subsidiary.
SFAS 160 is effective for fiscal years  beginning on or after December 15, 2008.
The  adoption  of SFAS  160 did not  have a  material  impact  on the  Company's
financial statements.

In  February  2008,  the FASB  issued FASB Staff  Position  ("FSP")  No.  157-2,
"Effective  Date of FASB  Statement  No. 157" ("FSP  157-2"),  which  delays the
effective  date of SFAS 157 until January 1, 2009 for all  non-financial  assets
and non-financial liabilities, except for items that are recognized or disclosed
at  fair  value  in  the  financial  statements  on  a  recurring  basis.  These
non-financial  items  include  assets and  liabilities  such as reporting  units
measured at fair value in a goodwill  impairment test and  non-financial  assets
acquired and liabilities assumed in a business combination.  The adoption of the
remainder of SFAS 157 did not have a material impact on the Company's  financial
statements.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FAS 133" ("SFAS 161"). This
statement  changes the disclosure  requirements  for derivative  instruments and
hedging activities.  Entities are required to provide enhanced disclosures about
(a)  how and why an  entity  uses  derivative  instruments,  (b) how  derivative
instruments  and related hedged items are accounted for under  Statement 133 and
its related  interpretations,  and (c) how  derivative  instruments  and related
hedged items affect an entity's financial position,  financial performance,  and
cash  flows.  SFAS 161 is  effective  for  fiscal  years  beginning  on or after
November  15, 2008.  The adoption of SFAS 161 did not have a material  impact on
the Company's financial statements.

In April 2008, the FASB issued FSP No. 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP 142-3"),  which amends the factors an entity should
consider in developing renewal or extension  assumptions used in determining the
useful  life of  recognized  intangible  assets  under FASB  Statement  No. 142,
"Goodwill and Other Intangible Assets".  This new guidance applies prospectively
to  intangible  assets that are acquired  individually  or with a group of other
assets in business  combinations and asset acquisitions.  FAS 142-3 is effective
for financial  statements  issued for fiscal years and interim periods beginning
after  December  15,  2008.  The  adoption  of FAS 142-3 did not have a material
impact on the Company's financial statements.



                                        9


<PAGE>

In September  2008,  the FASB issued FSP No. 133-1 and FASB  Interpretation  No.
45-4 ("FSP SFAS 133-1 and FIN 45-4"),  "Disclosures about Credit Derivatives and
Certain   Guarantees:   An  Amendment  of  FASB   Statement  No.  133  and  FASB
Interpretation  No.  45;  and  Clarification  of  the  Effective  Date  of  FASB
Interpretation  No.  45  ("FIN  45"),  "Guarantor's  Accounting  and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness to
Others",  to  require  additional  disclosure  about the  current  status of the
payment/performance  risk of a guarantee.  The  provisions of the FSP that amend
SFAS 133 and FIN 45 and effective for reporting  periods  ending after  November
15, 2008.  FSP SFAS 133-1 and FIN 45-4 also clarifies the effective date in SFAS
161.  Disclosures  required by SFAS 161 are effective  for financial  statements
issued for fiscal years and interim  periods  beginning after November 15, 2008.
The  adoption  of FSP SFAS 133-1 and FIN 45-4 did not have a material  impact on
the Company's financial statements.

In December  2008,  the FASB issued FSP No.  140-4 and FIN 46R-8 ("FSP 140-4 and
FIN 46R-8"),  "Disclosures by Public Entities  (Enterprises)  about Transfers of
Financial Assets and Interests in Variable Interest Entities." FSP 140-4 and FIN
46R-8 require  additional  disclosures  about transfers of financial  assets and
involvement with variable interest entities ("VIE's"). The requirements apply to
transferors,   sponsors,   servicers,   primary  beneficiaries  and  holders  of
significant  variable  interests  in a variable  interest  entity or  qualifying
special  purpose  entity.  Disclosures  required  by FSP 140-4 and FIN 46R-8 are
effective  for the  Company in the first  quarter of fiscal  2009.  Because  the
Company has no VIE's,  the adoption did not have a material impact the Company's
financial statements.

In January 2009, the Financial Accounting Standards Board ("FASB") approved FASB
Accounting Standards Codification (the "Codification"),  which is effective July
1, 2009.  Other than  resolving  certain minor  inconsistencies  in current U.S.
GAAP, the  Codification is not supposed to change GAAP, but is intend to make it
easier to find and  research  GAAP  applicable  to a particular  transaction  or
specific  accounting  issue.  The  Codification  is a new structure  which takes
accounting  pronouncements  and organizes  them by  approximately  90 accounting
topics.  We do not expect  the  Codification  to have a  material  impact on our
financial position or results of operations.

In April 2009, the FASB issued FASB Staff Position SFAS 107-1 ("FSP SFAS 107-1")
and Accounting  Principles Board Opinion 28-1,  Interim  Disclosures  about Fair
Value of Financial Instruments ("APB 28-1"). FSP SFAS 107-1 and APB 28-1 require
disclosures  about  fair  value of  financial  instruments  whenever  summarized
financial information for interim reporting periods is presented. Entities shall
disclose the methods and significant assumptions used to estimate the fair value
of financial  instruments and shall describe  changes in methods and significant
assumptions,  if any,  during  the  period.  FSP  SFAS  107-1  and APB  28-1 are
effective for interim  reporting periods ending after June 15, 2009. The Company
does not expect the  adoption  of FSP SFAS 107-1 and APB 28-1 to have a material
impact on the Company's financial statements.

In April  2009,  the FASB  issued  FSP SFAS  157-4,  which  provides  additional
guidance for estimating  fair value in accordance  with SFAS No. 157, Fair Value
Measurements  ("SFAS 157"), when the volume and level of market activity for the
asset or liability have significantly  decreased. FSP SFAS 157-4 emphasizes that
even if there has been a significant  decrease in the volume and level of market
activity for the asset or liability and  regardless of the valuation  techniques
used, the objective of a fair value  measurement  remains the same. In addition,
the statement  provides  guidance on identifying  circumstances  that indicate a
transaction  is not orderly.  FSP SFAS 157-4 is effective for interim and annual
periods   ending  after  June  15,  2009.   The  Company  does  not  expect  the
implementation  of FSP SFAS  157-4 to have a  material  impact on our  financial
statements.

NOTE 2 - ACQUISITIONS

Innovative Outdoors asset acquisition

On June 27, 2008,  the Company  closed on the  acquisition  of certain assets of
Innovative Outdoors,  Inc. (Innovative  Outdoors) a manufacturer and distributor
of ice fishing hole covers and other related  devices,  pursuant to the terms of
an asset purchase  agreement.  The  transaction  involved the acquisition by the
Company of tooling, intellectual property, and general intangibles of Innovative
Outdoors  for a  purchase  price of  $188,572.  The  purchase  price was paid as
follows:  (i)  $6,000  cash  was paid at  closing,  (ii)  $32,572  by a two year
unsecured  promissory note payable in monthly  installments of $1,458  including
imputed interest at 7%, and (iii) $150,000 by a three year unsecured  promissory
note  payable in monthly  installments  of $4,632  including  interest at 7%. In
connection  with the  acquisition,  the Company  incurred  transaction  costs of
$4,753.This  purchase  allowed the Company to become  vertically  integrated  by
purchasing  the  intellectual  property of an existing  sales product line.  The
assets acquired and liabilities  assumed in the acquisition  were based on their
value  estimated at the date of  acquisition.  Additional pro forma  disclosures
required   under  SFAS  No.  141  "Business   Combinations",   related  to  this
acquisition, were not considered material.




                                       10


<PAGE>

MarCum Technologies asset acquisition

On April 30, 2008,  the Company  closed on the  acquisition of certain assets of
MarCum Technologies, Inc. (Marcum), a manufacturer and distributor of electronic
sonar and underwater camera devices,  pursuant to the terms of an asset purchase
agreement.  The  transaction  involved the  acquisition by the Company of select
equipment, inventories, intellectual property, and general intangibles of Marcum
for a purchase price of $721,080,  of which $650,000 was paid at closing and the
remaining $71,080 was paid in June 2008 as part of the inventory adjustment.  In
connection  with the  acquisition,  the Company  incurred  transaction  costs of
$38,441.  The assets  acquired in the  acquisition  were based on the fair value
estimates at the date of the  acquisition.  . The purchase  provided the Company
with an expanded fishing platform and a strong intellectual property platform to
develop new products.

Castaic Softbait brand acquisition

On January  21,  2008,  the  Company  acquired  substantially  all of the assets
associated  with the Castaic  Softbait brand under an asset purchase  agreement.
The amount of $323,100 was paid at closing, $81,750 is payable pursuant to three
year  promissory  notes,  and $82,860 of liabilities  were assumed.  The Company
incurred  transaction  costs of $17,541 in connection with the acquisition.  The
purchase provided the Company with a proven fishing tackle product platform. The
assets acquired and liabilities  assumed in the acquisition  were based on their
value  estimated at the date of  acquisition.  Additional pro forma  disclosures
required   under  SFAS  No.  141  "Business   Combinations",   related  to  this
acquisition, were not considered material.

Pro forma Information for Material Acquisitions

The results of MarCum, Innovative Outdoors, and Castaic Softbait brand have been
included in the condensed  consolidated  financial  statements since the date of
the  acquisitions.  The  following  unaudited  pro forma  condensed  results  of
operations  for the three months ended give effect to the  acquisition of MarCum
as if such  transaction had occurred on January 1, 2008. The unaudited pro forma
information  does not  purport  to  represent  what  the  Company's  results  of
operations  would actually have been if such transaction in fact had occurred at
such date or to project the Company's results of future operations.

For the nine months ended September 30, 2008:

                                                     September 30, 2008
                                               ---------------------------------
                                                As reported         Pro forma
                                                -----------         ---------

Net sales                                      $   6,017,84       $  6,261,373
Loss from continuing operations                  (2,917,363)        (3,217,912)
Gain from discontinued operations                 1,418,609          1,418,609
Net loss                                       $ (1,498,754)      $ (1,799,303)
Loss per common share:
Basic                                          $      (0.65)      $      (0.78)
Diluted                                        $      (0.65)      $      (0.78)


For the three months ended September 30, 2008:

                                                     September 30, 2008
                                               ---------------------------------
                                                As reported         Pro forma
                                                -----------         ---------

Net sales                                      $  2,199,853       $  2,199,853
Loss from continuing operations                  (1,284,276)        (1,284,276)
Gain from discontinued operations                   303,804            303,804
Net income                                     $   (980,472)      $   (980,472)
Income per common share:
Basic                                          $      (0.42)      $      (0.42)


Diluted                                        $      (0.42)      $      (0.42)






                                       11

<PAGE>

NOTE 3 - RELATED PARTY NOTE RECEIVABLE

On August 14, 2009, the Company closed a Stock Purchase Agreement with Swordfish
Financial,  Inc.  (which is controlled  by the Company's  Chairman of the Board,
President,  Chief Executive Officer and majority  shareholder) pursuant to which
the  Company  sold an  aggregate  of  10,987,417  shares of its common  stock in
exchange  for a  $3,500,000  promissory  note,  payable in two  installments  of
$1,750,000 each with the first  installment  being forty-five (45) days from the
date of the note and the second  installment being one-hundred twenty (120) days
from the date of the note.

NOTE 4 - INVENTORIES

Inventories consisted of the following at:

                                      September 30,      December 31,
                                         2009 *             2008
                                      ------------       -----------

Raw Materials                         $         0        $ 2,200,836
Finished Goods                                  0          2,267,923
                                      -----------        -----------

Total                                           0          4,468,759
Less: Valuation allowance                      (0)          (155,000)
                                      -----------        -----------

Inventories, net                      $         0        $ 4,313,759
                                      ===========        ===========

      *See note 8 for amount of inventory  involved in the M&I  Business  Credit
repossession of the Company's assets.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

                                      September 30,      December 31,
                                         2009 *              2008
                                      ------------       -----------

Tooling                               $         0        $ 1,603,236
Office furniture and equipment                  0            560,257
Warehouse equipment                         7,000            437,952
Vehicles                                        0              7,418
Leasehold improvements                          0            359,729

Construction in progress                        0             77,845
                                      -----------        -----------

   Total                                    7,000          3,046,437

Less: Accumulated depreciation                 (0)        (1,144,787)
                                      -----------        -----------

   Net                                $     7,000        $ 1,901,650
                                      ===========        ===========

Depreciation  expense of $495,734  and $593,354 was recorded for the nine months
ended September 30, 2009 and 2008, respectively.

      *See note 8 for  amount of  property  and  equipment  involved  in the M&I
Business Credit repossession of the Company's assets.



                                       12


<PAGE>
<TABLE>
<CAPTION>

NOTE 6 - INTANGIBLES

Schedule of Intangible Assets at September 30:

                                                                                          2009 *
                                                        ----------------------------------------------------------------------------
                                                         Gross Carrying      Loss on Bank        Accumulated         Net Carrying
                                                                                                                    Amount at June
                                                             Amount             Default          Amortization          30, 2009
                                                        ------------------ ------------------ -------------------  -----------------
<S>                                                                                                                <C>
Intangible assets subject to amortization:
Trademarks                                              $          49,235  $          27,385  $           21,850   $              0
Non-compete                                                       197,104            103,667              93,437                  0
Customer lists                                                          0                  0                   0                  0
Intellectual property and related patents                         266,683            190,254              76,429                  0
Other                                                                   0                  0                   0                  0
                                                        ------------------ ------------------ -------------------  -----------------

   Totals                                               $         513,022  $         321,306  $          191,716   $              0
                                                        ================== ================== ===================  =================

      *See note 8 for amount of inventory  involved in the M&I  Business  Credit
repossession of the Company's assets.

Schedule of Intangible Assets at December 31:

                                                                                         2008
                                                   ---------------------------------------------------------------------------------
                                                     Gross Carrying        Impairment          Accumulated          Net Carrying
                                                                                                                     Amount at
                                                         Amount                                Amortization      December 31, 2008
                                                   ------------------------------------------------------------- -------------------


Intangible assets subject to amortization:
Trademarks                                             $       404,235     $             -      $        59,455      $      344,780
Non-compete                                                    315,361                 544               90,069             224,748
Customer lists                                                 438,667             398,667                9,389              30,611
Intellectual property and related patents                      678,916             272,666               64,826             341,424
Other                                                           24,684                   -                  817              23,867
                                                       ----------------    ----------------     ----------------     ---------------

   Totals                                              $     1,861,863     $       671,877      $       224,556      $      965,430
                                                       ================    ================     ================     ===============
</TABLE>

NOTE 7 - RELATED PARTY NOTE PAYABLE AND WARRANTS

Board of Director Member Notes Payable

On October 19, 2007, the Company borrowed  $1,000,000 from a member of its Board
of Directors in order to meet its short-term cash flow requirement.  This demand
promissory  note was unsecured and had an interest rate of 15% (55.8%  effective
rate by  including  fair value of warrants  amortized  over a three month term).
Interest was payable on the first day of each month,  commencing  on December 1,
2007. The entire  principal and accrued interest was payable upon demand anytime
after January 19, 2008. In connection with the loan, the Company issued warrants
to the Director to purchase  100,000 shares of common stock at an exercise price
of $2.21.  The warrants were  exercisable  from October 19, 2007 through October
19, 2009 (the lender agreed to the  cancellation of these warrants on August 14,
2009). The fair value of the warrants was calculated at $102,010 using the Black
Scholes model. The following assumptions were used to calculate the value of the
warrants:  dividend yield of 0%, risk free interest of 5%,  expected life to two
years,  and volatility of 81%. The resulting  original issue discount,  the fair
value of the warrants,  was amortized  over the life of the debenture  using the
straight-line method. Amortization expense on the original issue discount was $0
and $20,841 for the nine months ended September 30, 2009 and 2008, respectively,
and is included in interest expense.





                                       13

<PAGE>

On July 8, 2008, the Company  amended the terms and replaced the original demand
note issued to the member of its Board of  Directors  on October 19,  2007.  The
amended  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% (20%  effective  rate  including  new  warrants  issued to the  Director and
amortized  over a two year  term).  Interest is payable on the first day of each
month commencing on August 1, 2008. The Company incurred  approximately $110,500
of interest for the nine months ended  September 30, 2009. 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
warrants were  exercisable  from July 8, 2008 to June 30, 2013 (the Board Member
agreed to the  cancellation  of the  warrants  on August 14, 2009 as part of the
transaction with Swordfish Financial,  Inc.). The fair value of the warrants was
calculated at $100,300 using the Black Scholes model. The following  assumptions
were used to calculate the value of the warrants: (i) dividend yield of 0%, risk
free interest of 3.34%,  expected life of 5 years,  and  volatility of 103%. The
resulting  original  issue  discount,  the fair value of the  warrants,  will be
amortized  over  the  life of the  debenture  using  the  straight-line  method.
Amortization  expense on the  original  issue  discount was $25,149 for the nine
months ended September 30, 2009 and is included in interest expense.

On August 17, 2009, the Company borrowed  $200,000 from a member of its Board of
Directors in order to meet its  short-term  cash flow  requirement.  This demand
promissory  note is secured by a second lien on the Company's  assets and has an
interest rate of 15%. the entire  principal and accrued interest is payable upon
demand anytime after February 17, 2010.

Chief Executive Officer Note Payable

On October 27, 2008,  the Company  borrowed  $700,000  from its Chief  Executive
Officer  (CEO) 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.  The Company
incurred  approximately  $78,500 of interest for the nine months ended September
30, 2009. In connection with the loan, the Company issued warrants to the CEO to
purchase  50,555  shares  of  common  stock at an  exercise  price of $.90.  The
warrants were  exercisable  from October 28, 2008 through  October 27, 2010 (the
CEO agreed to the cancellation of the warrants on August 14, 2009 as part of the
Swordfish  Financial,  Inc.).  The fair value of the warrants was  calculated at
$31,071 using the Black Scholes model.  The following  assumptions  were used to
calculate the value of the warrants: dividend yield of 0%, risk free interest of
1.49%,  expected  life to two  years,  and  volatility  of 140%.  The  resulting
original issue discount,  the fair value of the warrants, was amortized over the
life of the debenture using the straight-line  method.  Amortization  expense on
the original  issue  discount  was $31,071 and was included in interest  expense
during the fourth  quarter of fiscal 2008. The Company paid $250,000 of the note
in January 2009.  The Company is currently in default on the remaining  $450,000
of the  note  and is in  negotiations  with  its  CEO to  extend  the  remaining
principal balance of $450,000 in a new note that was outstanding as of September
30, 2009.

NOTE 8 - LINE OF CREDIT, BANK

On November 8, 2007,  the Company  entered  into a line of credit  agreement,  a
demand note, with M&I Bank for up to a maximum amount of $6,000,000. Interest is
payable monthly at the greater of one month LIBOR plus 3.75% or a floor of 5.25%
(5.25% at March 31,  2009).  The line of credit is  collateralized  by  accounts
receivable,  inventories,  property and equipment,  intangible  assets and other
assets of the Company.  The facility is based on the  following  borrowing  base
restrictions,   75%  of  eligible  accounts   receivable  and  50%  of  eligible
inventories.  In connection with this agreement,  the Company is required to pay
an annual  line fee of $45,000  and  minimum  interest  of $120,000 on an annual
basis.  The balance  outstanding on the line of credit was $873,288 at September
30, 2009 and $3,084,956 at December 31, 2008.

The Company did not meet the minimum net worth  covenants  as of June 30,  2009,
which put the  Company  in  default  on its line of credit  with the bank and on
August 14, 2009,  simultaneously  with the signing of the  Swordfish  Financial,
Inc. stock purchase  agreement,  the Company entered into a Voluntary  Surrender
Agreement with M&I Business  Credit LLC (the  `Creditor"),  who as of August 14,
2009 was owed  approximately  $1,800,000 by the Company  relating the Credit and
Security  Agreement  dated  November  8, 2007 (as amended or  supplemented,  the
"Credit Agreement").  In accordance with the Voluntary Surrender Agreement,  the
Company  agreed to tender to M&I  Business  Credit LLC total  possession  of the
Company's Premises,  operations and all of the Company's  Collateral,  which was
basically all of the Company's assets,  until M&I Business Credit LLC liquidates
sufficient  assets to pay off the line of credit  owed by the  Company.  See the
calculation below for the Company's loss on the bank loan default.

                                       14


<PAGE>
<TABLE>
<CAPTION>

The Company  recorded a loss of $4,905,566  against the M&I Business  Credit LLC
$873,288 loan default as set forth in the following summary;

         Company assets repossessed by M&I Business Credit LLC

           Cash accounts                                   $   113,971
           Accounts receivable                                 530,432

           Inventory                                         3,067,304
           Property and equipment                            1,231,899
           Intangible assets                                   834,247
                                                           -----------
           Total assets repossessed by Bank                  5,777,853
           Bank loan at September 30, 2009                    (873,288)
                                                           -----------
           Loss recorded on bank loan default              $ 4,904,565
                                                           ===========


NOTE 9 - LONG-TERM DEBT

Long-term debt consisted of the following at:
                                                                                                September 30,     December 31,
                                                                                                    2009              2008
                                                                                              ----------------  ----------------
<S>                                                                                                             <C>
Unsecured Promissory Note - Cass Creek - monthly installments of approximately $11,000  from  $       386,538   $       493,932
   September 2008 through March 2010, then annual installments ranging from $108,000 to
   $124,000 beginning September 2010 through September 2012, all payments include interest
   at 8%, guaranteed by the CEO of the Company.

Unsecured Note Payable - Fish Hawk -  annual installments of $33,333 plus interest at 8%
   from July 2008 through July 2010                                                                    66,666            66,667

Unsecured Note Payable - Castaic -  annual installments of $17,171, including interest at
   8%, from January 2009 through January 2011                                                          30,620            44,250

Unsecured Note Payable - Castaic -  monthly installments of $1,175, including interest at
   8%, from February 2008 through January 2011                                                         20,128            26,978

Unsecured Note Payable - monthly installments of $1,458, including interest at 7%, from
   August 2008 through July 2010                                                                            0            24,850

Unsecured Note Payable - Innovative Outdoors - monthly installments of $4,632, including
   interest at 7% from August 2008 through July 2011                                                   99,998           127,129
                                                                                              ----------------  ----------------

Totals                                                                                                603,950           783,806
Less: Current portion                                                                                 235,952           258,405
                                                                                              ----------------  ----------------
Net Long-Term Debt                                                                            $       367,998   $       525,401
                                                                                              ================  ================
</TABLE>

The Company is in default on all the above note payable at September 30, 2009.

Future  maturities of long-term  debt for years ending after  September 30, 2009
are as follows:
                                                                 Total
                                                              -----------
Year ending September 30:
2010                                                          $  235,952
2011                                                             209,480
2012                                                             117,462
2013                                                              41,056
2014 and forward                                                       -
                                                              -----------
Total Long-Term Debt                                          $  603,950
                                                              ===========

                                       15

<PAGE>


NOTE 10 - INCOME TAXES

The  provision  for  income  taxes for  continuing  operations  consists  of the
following components for the nine months ended September 30:

                                                       2009         2008
                                                   -----------  -----------
Current                                            $        -   $        -
Deferred                                                    -            -
                                                   -----------  -----------

   Total Benefit from Income Taxes                 $        -   $        -
                                                   ===========  ===========

A comparison of the  provision  for income tax expense at the federal  statutory
rate of 34% for the nine months ended  September 30 to the  Company's  effective
rate is as follows:

                                                       2009           2008
                                                    ---------     ---------

Federal statutory rate                                 (34.0) %      (34.0) %
State tax, net of federal benefit                       (3.3)         (3.3)
Permanent differences and other including
   surtax exemption                                      0.1           0.1
Valuation allowance                                     37.2          37.2
                                                    ---------     ---------

   Effective Tax Rate                                      -%            -%
                                                    =========     =========

 NOTE 11 - COMMITMENTS AND CONTINGENCIES

        Lease Commitment

The Company  entered into a lease  agreement  for its assembly and  distribution
facility and corporate headquarters in Brainerd,  Minnesota. The lease commenced
on September  1, 2006 and expires on August 31,  2016.  The lease was amended in
May 2008 for additional space, a sprinkler system improvement addition,  and the
term extended through August 31, 2018. The lease was further amended by a second
amendment  as of July 1, 2009 giving the Company and the  Landlord  the right to
terminate  the lease  effective  as of  December  31,  2009 by giving  notice of
termination  30 days prior to the  effective  date of  termination.  This second
amendment  also reduces the monthly rent from $21,801 to $15,000 with the $6,801
being  deferred  and  waived by the  Landlord  if the  Company  timely  pays the
Adjusted  Monthly  Charge  through  December 31,  2009.  The Company will record
monthly rent expense equal to the total of the payments due over the lease term,
divided by the number of months of the lease term. The  difference  between rent
expense  recorded  and the amount  paid will be  credited or charged to deferred
rent. The Company is also required to pay its portion of operating expenses.

Based on the terms of the second  amendment  the Company  will have the right to
terminate  the lease on December 31, 2009 by giving the Landlord  notice 30 days
prior to December 31, 2009. The future minimum lease payments  through  December
31, 2009 are $45,000 as of September 30, 2009.

        Other Commitments

On May 1, 2008, the Company entered into a research and  development  consulting
agreement with an entity that had common  ownership  with MarCum.  The agreement
requires  the Company to pay the entity as follows:  (i)  $525,000 in 36 monthly
installments of $14,583 for research and development  services beginning June 1,
2008,  (ii) $200,000 in 24 monthly  installments  of $8,333 for product  support
services beginning June 1, 2008. In addition, the Company will pay this entity a
royalty  of 5% of net sales  (for a period of three  years  following  the first
sale) on any new  product  that  meets  certain  requirements  as defined in the
agreement. The Company has recognized approximately $207,000 of expense relating
to this  agreement  for the nine  months  ended  September  30,  2009,  which is
included in research and development and engineering expense.



                                       16

<PAGE>

On May 1, 2008, the Company entered into a research and  development  consulting
agreement with an entity that had common  ownership  with MarCum.  The agreement
requires  the Company to pay the entity as follows:  (i)  $180,000 in 36 monthly
installments of $5,000 for research and development  services  beginning June 1,
2008,  (ii) $100,000 in 24 monthly  installments  of $4,166 for product  support
services beginning June 1, 2008. In addition, the Company will pay this entity a
royalty  of 5% of net sales  (for a period of three  years  following  the first
sale) on any new  product  that  meets  certain  requirements  as defined in the
agreement.  The Company has recognized approximately $84,000 of expense relating
to this  agreement  for the nine  months  ended  September  30,  2009,  which is
included in research and development and engineering expense.

The  Company  is under a  technology  purchase  agreement  requiring  payment of
$50,000 by September 30, 2009.

NOTE 12 - CONCENTRATIONS

        Major Customers

The  Company   derived  more  than  10%  of  its  revenues  from  the  following
unaffiliated  customers  in the  following  amounts  for the nine  months  ended
September 30, 2009 and 2008:

                                        2009                   2008
                                  -----------------       ----------------
Customer A                        $               *       $       407,879

The Company  had no  receivables  at  September  30,  2009 due to the  Company's
default on its loan with M&I  Business  Credit LLC and its  repossession  of the
Company's asset (See Note 8). The Company had receivable  balances  greater than
10% of its accounts  receivable  from the  following  unaffiliated  customers at
December 31, 2008:


                                 September 30, 2009 **   December 31, 2008
                                  -----------------     -------------------
Customer A                        $              *      $                *
Customer B                                       *                 485,908
Customer C                                       *                 309,721

*Did  not  represent  more  than  10%  of the  Company's  revenues  or  accounts
receivable  for the period  indicated.  ** See note 8 for amount of  receivables
involved in the M&I Business Credit repossession of the Company's assets.


        Foreign Inventory

Included in the consolidated  balance sheets are international  inventories of $
-0- at  September  30, 2009 (due to the  Company's  default on its loan with M&I
Business  Credit LLC and its  repossession  of the Company's asset (See Note 8),
and $351,690 at December 31, 2008. Foreign  inventories  consist of raw material
goods  held in Asia and  Mexico  and  used in the  production  of the  Company's
products.

        Foreign Sales and Long-Lived Assets

The following  table  presents net sales by geographic  area for the nine months
ended September 30:

Geographic Data                        2009               2008
-----------------------------     ----------------   ----------------

Net Sales
United States                     $     4,144,211    $     1,933,567
International                             496,098            433,498
                                  ----------------   ----------------

Total net sales                   $     4,640,309    $     2,367,065
                                  ================   ================





                                       17

<PAGE>


The following table presents  property,  plant, and equipment by geographic area
as of September 30, 2009 and December 31, 2008:

Geographic Data                              September 30,       December 31,
                                                  2009               2008
-----------------------------------------   -----------------  -----------------

Property, plant, and equipment
United States                               $          7,000   $      1,023,517
International                                              0            878,133
                                            -----------------  -----------------

Total property, plant, and equipment        $          7,000   $      1,901,650
                                            =================  =================


NOTE 13 - DISCONTINUED OPERATIONS

Vaddio product line sale

The sale of Nature Vision's Vaddio product line to New Vad, LLC (New Vad) closed
on February 5, 2007 pursuant to the terms of the asset purchase  agreement.  The
transaction involved the sale of fixed assets, equipment, licenses, intellectual
property and certain other assets  relating to Nature  Vision's  Vaddio  product
line.  The  original  purchase  price  paid by the  Buyer  was  $757,372,  which
consisted  of $710,694 in cash at closing and $46,678 in assumed  paid time off.
In addition,  Nature  Vision  receives 2% of receipts from the gross sale of all
Vaddio  products  sold by New Vad after March 1, 2007,  paid on a monthly  basis
with a six month  deferral,  until a total payment of $750,000 is received.  The
potential deferral proceeds of up to $750,000 have been recorded when earned and
collection is deemed  probable.  Based on the past history of  collections,  the
Company  elected to record the  deferred  sale  proceeds  as earned  rather than
collected. The Company had $236,927 included in current assets retained relating
to  discontinued  operations  as of December  31, 2008  relating to the deferred
sales proceeds.  In addition,  there were $97,885 remaining of the deferred sale
proceeds to be recorded at December 31, 2008.  In March 2009,  the Company had a
$215,206 receivable related to the deferred sale proceeds that was to be paid to
the Company  over the next six months.  The Company  gave New Vad, LLC a $32,281
discount  in exchange  for paying the  receivable  balance in March 2009.  As of
March 31, 2009 there were no remaining  deferred  sale  proceeds to be earned or
collected.

The following are condensed  statements of the discontinued  operations (Vaddio)
for the nine months ended September 30:

                                                       2009       2008
                                                   --------   --------

    Sales, Net                                     $   --     $   --
    Cost of goods sold                                 --         --
                                                   --------   --------
    Gross profit                                       --         --

    Selling, general, and administrative               --       37,070
                                                   --------   --------
    Income (loss) from operations                      --      (37,070)

    Other income (expense)                             --         --
    Gain on sale of building                           --         --
    Gain on sale of equipment                          --         --
    Gain on sale of Vaddio product line              59,332     81,647
                                                   --------   --------

    Income and gain from discontinued
       operations before income taxes                59,332     44,577
                                                   --------   --------
    Provision for income taxes                         --         --
                                                   --------   --------

    Gain from discontinued operations              $ 59,332   $ 44,577
                                                   ========   ========




                                       18


<PAGE>

Assets and liabilities retained relating to the discontinued operations (Vaddio)
consisted of the following at September 30, 2009 and December 31, 2008.

                                                         2009       2008
                                                     ----------  ----------
Current assets retained relating
     to discontinued operations:
       Accounts receivable                           $        -   $       -
       Other Receivables                                      -     236,927
       Inventory                                              -           -
                                                     ----------  ----------
           Total                                     $        -  $  236,927
                                                     ==========  ==========

NOTE 14 - SUPPLEMENTAL CASH FLOWS

                                                         2009       2008
                                                     ----------  ----------

Supplemental Cash Flow Disclosures
   Cash paid for interest                            $  191,167  $  112,896
   Cash paid for income taxes                                 -           -

Supplemental cash flow information regarding the Company's acquisition of assets
   associated with Castaic Softbait brand
     Fair value of assets acquired                               $ 505,251
        Less liabilities assumed                                   (82,860)
     Net assets acquired                                           422,391
        Less note payable issued                                   (81,750)
                                                                 ----------
     Less cash acquired                                                  -
     Net                                                         $ 340,641
                                                                 ==========

NOTE 14 - SUBSEQUENT EVENTS

The Company was party to legal  action  pending in the Ninth  Judicial  District
Court, Crow Wing County, State of Minnesota styled Esox Designs, Inc. vs. Nature
Vision,  Inc. The Plaintiff  filed  complaint  against the defendants to recover
amounts  Plaintiff claims under a consulting  agreement entered into in 2008. In
October 2009, Court issued a default judgment against Nature Vision, Inc. in the
amount  of  $179,166.63,  which  Swordfish  Financial,  Inc.  will  accrue  as a
liability.

                                       19

<PAGE>


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Forward Looking Statements

Some of the  statements  made  in  this  Form  10-Q  constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These  statements are subject to the safe harbor  provisions of the reform
act. Forward-looking  statements may be identified by the use of the terminology
such as may, will, expect,  anticipate,  intend,  believe,  estimate,  should or
continue or the  negatives of these terms or other  variations on these words or
comparable terminology.  To the extent that this report contains forward-looking
statements  regarding  the  financial  condition,  operating  results,  business
prospects  or any other  aspect of our  business,  you  should be aware that our
actual  financial  condition,  operating  results and business  performance  may
differ materially from that projected or estimated by us in the  forward-looking
statements.  We have attempted to identify, in context, some of the factors that
we currently  believe may cause actual future  experience  and results to differ
from their current expectations. These differences may be caused by a variety of
factors  including,  but not limited to, adverse  economic  conditions,  intense
competition,  including entry of new competitors, inability to obtain sufficient
financing  to support  our  operations,  progress in  research  and  development
activities,  variations in costs, fluctuations in foreign currencies against the
U.S. dollar in countries where we source products,  adverse  federal,  state and
local government  regulation,  unexpected costs,  lower sales and net income (or
higher net losses, than forecasted), price increases for equipment, inability to
raise prices,  failure to obtain new  customers,  the possible  fluctuation  and
volatility of our operating results and financial condition,  inability to carry
out marketing and sales plans,  loss of key  executives and other specific risks
that may be alluded to in this report.

The  following  discussion  and  analysis  of  financial  condition,  results of
operations,  liquidity and capital  resources should be read in conjunction with
our  audited  consolidated  financial  statements  and notes  thereto  appearing
elsewhere  in this  report,  which  have  been  prepared  assuming  that we will
continue as a going concern,  and in conjunction  with our Annual Report on Form
10-K for the  year  ended  December  31,  2008.  As  discussed  in Note 1 to the
condensed  consolidated  financial  statements,  our  recurring  net  losses and
inability to generate  sufficient cash flows to meet our obligations and sustain
our operations raise  substantial doubt about our ability to continue as a going
concern.  Management's plans concerning these matters are also discussed in Note
1 to the condensed consolidated  financial statements.  This discussion contains
forward-looking  statements  that  involve  risks and  uncertainties,  including
information  with  respect  to our  plans,  intentions  and  strategies  for our
businesses.  Our actual results may differ  materially  from those  estimated or
projected in any of these forward-looking statements.

Overview

Swordfish  Financial,  Inc.,  (f/k/a  Nature  Vision,  Inc.  and  Photo  Control
Corporation) (the "Company" or "we") was incorporated as a Minnesota corporation
in 1959. On August 31, 2004, the Company changed its name to Nature Vision, Inc.
in connection with a merger transaction with Nature Vision Operating Inc. (f/k/a
Nature Vision, Inc.) a Minnesota corporation that was incorporated in 1998. As a
part  of  the  merger,  Nature  Vision  Operating  Inc.  became  a  wholly-owned
subsidiary of the Company.  On August 17, 2009, the  shareholders of the Company
owning a majority of the  outstanding  common  stock voted to change its name to
Swordfish  Financial,  Inc.  The  shares  of the  Company  trade on the Over The
Counter (OTC) Pinksheets under the symbol, "SWRF."

Nature Vision designed,  manufactured and marketed outdoor  recreation  products
primarily for the sport fishing and hunting markets.

The Company did not meet the  minimum  net worth  covenants  of a line of credit
with M&I  Business  Credit  LLC (M&I  Bank) as of June 30,  2009,  which put the
Company in default on the line of  credit.  On August 14,  2009,  simultaneously
with the signing of the Swordfish Financial,  Inc. stock purchase agreement, M&I
Business Credit LLC, owed approximately $1,800,000 by the Company, foreclosed on
the line of credit and forced the Company to enter into a  Voluntary  Surrender.
The  Voluntary  Surrender  Agreement  tendered to M&I Business  Credit LLC total
possession  of the  Company's  Premises,  operations  and  all of the  Company's
Collateral,  which consisted of all of the Company's assets. M&I Business Credit
LLC  liquidated  basically  all of the  Company's  assets to recover the line of
credit debt.

Based on the limited assets, product lines and resources remaining after the M&I
Business Credit LLC liquidation,  Swordfish Financial, Inc. has made the decided
that there is not enough  remaining of the Nature Vision  operations to continue
as an outdoor recreations  products company and will concentrate on the business
on being and asset recovery company and using the financial  resources recovered
to retire the Company's debts and invest in other  businesses  domestically  and
internationally.

Despite  cost  reduction  initiatives,  the  Company  will be  unable to pay its
obligations  in the normal  course of  business  or service its debt in a timely
manner throughout 2009 without completing a recovery project, raising additional
debt or equity capital. There can be no assurance that the Company will complete
a recovery project, raise additional debt or equity capital.



                                       20

<PAGE>

                                    Revenue

        Revenue consists of sales of our products net of returns and allowances.
Revenue  includes  sales  via  orders  from  distributors,  dealers  and  direct
consumers  and  includes  customer  service and  shipping  charges.  New product
innovation  through the use of  technology  will continue to be the basis of our
organic growth. Demand for our outdoor recreation products is seasonal, with the
majority  of  sales  occurring  in  the  fourth  and  first  quarters.  We  will
continually  look to  strategic  acquisitions  to provide  penetration  into new
product categories and distribution channels as well as level seasonality.

Cost of Goods Sold

        Cost of  goods  sold for our  products  consists  of the cost of  direct
materials,  labor to produce the products, freight in, import duty, depreciation
of  production  equipment,  amortization  of  molds  and  patents,  warehousing,
associated management,  occupancy costs, customer service and warranty, shipping
and receiving costs,  quality assurance and other indirect  manufacturing costs.
Cost of goods  sold can  fluctuate  based  on the  product  mix sold for a given
period.  Increasing  oil costs  continue to drive up the cost of components  and
freight to receive and ship products.  In addition,  currency  fluctuations  can
impact our landed  costs in the U.S.A.  We continue to  evaluate  make  in-house
versus  outsource  opportunities  to minimize product costs. We look to increase
our  purchasing  capacities  and  distribution  abilities  in order  to  achieve
efficiencies in certain operating costs.

Gross Profit

        We define gross  profit as the  difference  between  revenue and cost of
goods  sold.  We  believe  that  gross  profit is our best  metric to manage the
business on a product line basis.

Selling, General and Administrative Expenses

        Selling,   general  and   administrative   expenses   include   directly
identifiable operating costs and other expenses. The majority of these costs are
fairly  consistent  from month to month,  with the exception of advertising  and
sales  commissions.  Selling expenses consist of payroll,  commissions,  product
management,  marketing, advertising and customer relationship costs. General and
administrative  expenses include payroll,  product design,  product development,
engineering,  order processing,  management information systems,  accounting and
administrative costs.

Income (Loss) from Operations

        Income  (Loss) from  Operations is defined as revenue less cost of goods
sold and selling, general and administrative expenses.

Other Income (Expense)

        Other  expense  consists  primarily of interest on the existing  line of
credit. The interest rate is at the greater of 6% or prime plus .75%.

Gain (Loss) from Discontinued Operations

        On October 20, 2006, Nature Vision, Inc. sold the Norman product line of
its Photo  Control  division  (Norman)  and  renamed  the  division  the  Vaddio
Division.  On February 5, 2007, the Company sold certain assets and  transferred
certain liabilities related to its Vaddio division (Vaddio).  In accordance with
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets,"  this  operating  segment was
classified as  discontinued  operations  and the financial  results are reported
separately as discontinued operations for all periods presented.




                                       21
<PAGE>
<TABLE>
<CAPTION>


Results of Operations

        The following  table  provides the  percentage  change in our net sales,
gross profit, loss from operations, and net (loss) for the three months and nine
months ended September 30, 2009 and September 30, 2008:

(in thousands)                Three months ended        Increase          Nine months ended          Increase
                                  September 30         (Decrease)            September 30           (Decrease)
                           ------------------------    -----------     ------------------------    -----------
<S>                                                                                                <C>
                              2009           2008                        2009            2008

NET SALES                  $   740        $ 2,200        (66.4%)       $ 4,460        $ 6,017        (22.88%)

GROSS PROFIT/ LOSS             (42)           317      (113.25%)           410            964        (57.47%)

LOSS FROM OPERATIONS          (397)          (724)      (45.17%)        (2,440)        (2,090)        16.75%


NET LOSS                   $(1,976)       $  (980)      101.63%        $(7,601)       $(1,499)       407.07%

</TABLE>

        The following table presents our gross profit,  loss from operations and
net loss as a percentage of net sales for the three months and nine months ended
September 30, 2009 and September 30, 2008:

                              Three months ended          Nine months ended
                                  September 30               September 30
                           -------------------------   -------------------------
                              2009           2008         2009          2008

GROSS PROFIT/LOSS              5.7%          14.4%         8.8%         16.0%

LOSS FROM OPERATIONS         53.65%          32.9%        52.6%         35.7%

NET LOSS                    267.02%          44.6%       163.8%         24.9%


        Net Sales

        Net sales for the quarter  ending  September  30, 2009 of $739,556  were
down by $1,463,297, or 66.4% compared to net sales of $2,199,853 during the same
period last year.  Year to date net sales for the nine months  ending  September
30, 2009 of $4,460,309  were down by $1,376,775,  or 22.9% compared to net sales
of $6,017,084 during the same period last year.


         Net sales  decrease for the third  quarter was  primarily the result of
M&I Business Credit LLC foreclosing on it line of credit loan to the Company and
taking total  possession of the Company's  Premises,  operations  and all of the
Company's Collateral,  which consisted of all of the Company's assets. After the
foreclosure   process,   M&I  Business  Credit  LLC  disregarded  the  Company's
operations and  concentrated on liquidating the Company's  assets to recover the
line of credit debt as quickly as possible.

         Net sales  decrease for the nine months  ending  September 30, 2009 was
primarily the result of M&I Business Credit LLC foreclosing on it line of credit
loan to the Company  and taking  total  possession  of the  Company's  Premises,
operations and all of the Company's  Collateral,  which  consisted of all of the
Company's  assets.  After the  foreclosure  process,  M&I  Business  Credit  LLC
disregarded  the  Company's  operations  and  concentrated  on  liquidating  the
Company's assets at substantially  low values to recover the line of credit debt
as quickly as possible.

        Gross Profit

         Gross profit  (loss) of  $(42,248)  was 5.7% of net sales for the three
months ended September 30, 2009 compared to $317,147 or (14.4)% of net sales for
the prior year three months ended.  The primary  reasons for the increase in the
gross margin as compared to the prior year was the result of M&I Business Credit
LLC  foreclosing  on it line of credit  loan to the  Company  and  taking  total
possession  of the  Company's  Premises,  operations  and  all of the  Company's
Collateral,   which  consisted  of  all  of  the  Company's  assets.  After  the
foreclosure   process,   M&I  Business  Credit  LLC  disregarded  the  Company's
operations and concentrated on liquidating the Company's assets at substantially
low values to recover the line of credit debt as quickly as possible.


                                       22

<PAGE>

         Gross  profit of  $410,360  was 8.8% of net  sales for the nine  months
ended  September  30,  2009  compared  to $963,792 or 16.0% of net sales for the
prior year nine months ended.  The primary reasons for the decrease in the gross
margin as compared to the prior year was the result of M&I  Business  Credit LLC
foreclosing on it line of credit loan to the Company and taking total possession
of the Company's Premises, operations and all of the Company's Collateral, which
consisted of all of the Company's  assets.  After the foreclosure  process,  M&I
Business  Credit LLC disregarded  the Company's  operations and  concentrated on
liquidating the Company's assets at substantially low values to recover the line
of credit debt as quickly as possible.

Selling, General and Administrative Expenses

        Total  selling,  general  and  administrative  expenses  for the quarter
ending  September 30, 2009 of $354,849,  or 48% of sales,  were down compared to
spending of $1,040,954, or 47.3% of sales during the comparative period in 2008.
Selling,  general and  administrative  costs decreased due to the termination of
all of the Company's  employees on August 14, 2009 and the lack of concentration
on sales by M&I Business Credit LLC after its August 14, 2009  foreclosure on it
line of credit loan to the Company.  After the foreclosure process, M&I Business
Credit LLC disregarded the Company's  operations and concentrated on liquidating
the Company's assets at  substantially  low values to recover the line of credit
debt as quickly as possible.

        Total selling,  general and administrative  expenses for the nine months
ending  September  30,  2009 of  $2,251,631,  or  48.5%  of  sales,  were  level
percentage  wise with  spending  of  $3,053,862,  or 50.8% of sales  during  the
comparative period in fiscal 2008.  Selling,  general and  administrative  costs
decreased due to the termination of all of the Company's employees on August 14,
2009 and the lack of concentration on sales by M&I Business Credit LLC after its
August 14, 2009 foreclosure on it line of credit loan to the Company.  After the
foreclosure   process,   M&I  Business  Credit  LLC  disregarded  the  Company's
operations and concentrated on liquidating the Company's assets at substantially
low values to recover the line of credit debt as quickly as possible.

        Operating Expenses

         Total operating expenses for the three months ending September 30, 2009
of $354,849,  or 48% of sales,  down from  spending of  $1,040,954,  or 47.3% of
sales  during  the  comparative  period in fiscal  2008.  Selling,  general  and
administrative  costs have  decreased  for the three  months ended June 30, 2009
primarily due to the termination of all of the Company's employees on August 14,
2009 and the lack of concentration on sales by M&I Business Credit LLC after its
August 14, 2009 foreclosure on it line of credit loan to the Company.  After the
foreclosure   process,   M&I  Business  Credit  LLC  disregarded  the  Company's
operations and concentrated on liquidating the Company's assets at substantially
low values to recover the line of credit debt as quickly as possible.

         Total operating  expenses for the nine months ending September 30, 2009
of $2,850,065 or 61.4% of sales, were down from spending of $3,053,862, or 50.8%
of sales  during the  comparative  period in fiscal 2008.  Selling,  general and
administrative  costs decreased by $$203,797 for the nine months ended September
30,  2009 as the  result of a decrease  of  $802,231  in  selling,  general  and
administrative  expenses  resulting from the termination of all of the Company's
employees  on  August  14,  2009 and the lack of  concentration  on sales by M&I
Business  Credit LLC after its August 14, 2009  foreclosure on it line of credit
loan to the Company.  After the  foreclosure  process,  M&I Business  Credit LLC
disregarded  the  Company's  operations  and  concentrated  on  liquidating  the
Company's assets at substantially  low values to recover the line of credit debt
as quickly as possible plus an impairment provision of $598,434 against assets.

        Other Income and Expenses

         Other  expenses  increased  by  $1,446,931  for the three  months ended
September  30, 2009 as compared to the prior year three months  ended  September
30,  2008.  The  increase  is due to a loss of  $1,539,272  recorded  during the
quarter  relating to the M&I Business  Credit LLC  foreclosure  discussed  above
offset by a decrease of $66,547 in  interest  expense and an increase of $21,875
in interest income.

         Other expense increased by approximately $4,821,876 for the nine months
ended  September  30,  2009 as  compared  to the prior  year nine  months  ended
September 30, 2008. The increase is due to a loss of $4,904,566  recorded during
the nine month period as the result of the M&I Business  Credit LLC  foreclosure
discussed  above  offset by a decrease  of $65,372 in  interest  expense  and an
increase of $21,875 in interest income.

        Loss from Continuing Operations

         The Company recognized a pretax loss of $1,976,223 for the three months
ended  September  30, 2009,  compared to a pretax loss of $856,002 for the three
months ended  September 30, 2008. The increase in the pretax loss is as a result
of the fluctuations  discussed above and $1,539,272  increase during the quarter
ended  September  30,  2009 in the loss on bank  default  due to the M&I  Bank's
taking  over  the  Company's  assets  and  operations  on  August  14,  2009 and
liquidating  the assets at  substantially  low  values to recover  approximately
$1,800,000 owed by the Company as quickly as possible.




                                       23

<PAGE>


        The Company  recognized a pretax loss of $7,660,600  for the nine months
ended  September 30, 2009,  compared to a pretax loss of $2,917,363 for the nine
months ended  September 30, 2008. The increase in the pretax loss is as a result
of the  fluctuations  discussed  above and  $4,904,566  loss on bank default and
$598,434 in the impairment  allowances  against the Company's  assets due to the
M&I Bank's  taking over the Company's  assets and  operations on August 14, 2009
and liquidating the assets at substantially low values to recover  approximately
$1,800,000 owed by the Company on the repossession date as quickly as possible.

        Gain from Discontinued Operations

         In the three months ended  September 30, 2009,  the Company had no gain
from  discontinued  operations,  while in the three months ended  September  30,
2008,  the Company  recognized a gain of $303,804  resulting  primarily from the
sale of its facilities in New Hope, MN.

         In the nine months ended  September 30, 2009, the Company  recognized a
$59,332  gain from  discontinued  operations  on the sale of the Vaddio  product
line, while in the nine months ended September 30, 2008, the Company  recognized
a gain of $1,418,609  resulting primarily from the sale of its facilities in New
Hope, MN. and from the sale of the Vaddio product line.

        Net Loss

         The Company  recognized a net loss of approximately  $1,976,223 for the
three months ended September 30, 2009 compared to a net loss of $980,472 for the
three months ended September 30, 2008. . The increase in the pretax loss is as a
result of the  fluctuations  discussed above and $1,539,272  increase during the
quarter  ended  September  30,  2009 in the loss on bank  default due to the M&I
Bank's  taking over the Company's  assets and  operations on August 14, 2009 and
liquidating  the assets at  substantially  low  values to recover  approximately
$1,800,000  owed by the  Company  on the  date of  repossession  as  quickly  as
possible.

         The Company  recognized a net loss of approximately  $7,601,268 for the
nine months ended  September 30, 2009  compared to a net loss of $1,498,754  for
the nine months ended  September 30, 2008. The increase in the pretax loss is as
a result of the fluctuations discussed above and $4,904,566 loss on bank default
and $598,434 in the impairment  allowances  against the Company's  assets due to
the M&I Bank's  taking over the  Company's  assets and  operations on August 14,
2009  and  liquidating  the  assets  at  substantially  low  values  to  recover
approximately $1,800,000 owed by the Company on the repossession date as quickly
as possible.

Liquidity and Capital Resources

The Company's cash flow from operating,  investing and financing activities,  as
reflected in the  consolidated  statements  of cash flows,  is summarized in the
following table for the nine months ended September 30:

 (thousands)                                             2009           2008
                                                     ------------   ------------
Cash provided by (used for):
Operating activities                                 $ 2,473,992    $ (769,576)
Investing activities                                     261,461      1,367,472
Financing activities                                  (2,583,777)      (729,383)
                                                     ------------   ------------
Increase (decrease) in cash and cash equivalents     $   151,676    $  (131,487)
                                                     ============   ============

        Operating Activities

         Cash flows from  operations  totaled  $2,473,992 and $(769,675) for the
nine months ended September 30, 2009 and 2008, respectively. The primary reasons
for the cash flow from  operations for the nine months ended  September 30, 2009
was  $5,502,999 of non cash charges for loss on bank default and  provisions for
impairments  and $3,637,870 in liquidation of accounts  receivable and inventory
which collectively total $9,140,869 compared to the net loss of $7,601,268.

        Investing Activities

        Cash flows provided from (used in) investing activities totaled $261,461
and  $1,367,472  for  the  nine  months  ended  September  30,  2009  and  2008,
respectively.  The proceeds related to the sale of Vaddio generated $236,927 for
the nine months ended September 30, 2009.

        Financing Activities

         Cash  flows  provided  by  (used  for)  financing   activities  totaled
($2,583,777)  and  ($729,383)  for the nine months ended  September 30, 2009 and
2008,  respectively.  Payments  during the nine months ended  September 30, 2009
were  $2,325,639  on the bank line of credit and  $250,000 on the note payable -
related party.



                                       24
<PAGE>


         On  November  8,  2007,  the  Company  entered  into a line  of  credit
agreement,  a  demand  note,  with  M&I  Bank  for  up to a  maximum  amount  of
$6,000,000.  Interest is payable  monthly at the greater of one month LIBOR plus
3.75% or 5.25% (5.25% at March 31, 2009).  The line of credit is  collateralized
by accounts receivable, inventories, property and equipment, and other assets of
the Company. The facility is based on the following borrowing base restrictions,
75% of  eligible  accounts  receivable  and  50%  of  eligible  inventories.  In
connection  with this  agreement,  the Company is required to pay an annual line
fee of $45,000 and minimum  interest of $120,000 on an annual basis. The balance
outstanding on the line of credit was $1,698,995 and $3,084,956 at June 30, 2009
and December  31,  2008,  respectively.  The terms of the credit  agreement  are
written  such  that the line  will  stay in place  for up to three  years if the
Company can  satisfactorily  perform  within certain  covenants  outlined by the
bank. The agreement  required the Company to be in compliance with the following
affirmative  covenants  as of March  31,  2009:  minimum  net  worth  (including
subordinated  debt) of $5,500,000  and minimum  tangible net worth of $2,200,000
and annual capital expenditures not to exceed $500,000. The Company did not meet
the minimum net worth covenants as of June 30, 2009. In August 2009, the Company
agreed to a Voluntary  Surrender  Agreement with M&I Bank, which allows the bank
to sell Company assets until the line of credit returns to a compliant status.

         In October 2008, the Company borrowed $700,000 from its Chief Executive
Officer  (CEO) 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. 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 CEO agreed to the cancellation of
the  warrants  in August  2009.  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 the CEO's note.  The CEO agreed to extend the note for twelve months
from August 14, 2009 per the Stock Purchase Agreement with Swordfish  Financial,
Inc.

         In July 2008,  the Company  amended the terms and replaced the original
$1,000,000 demand note issued to the 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.  The Board of Director  agreed to extend the
note for twelve  months from August 14,  2009 per the Stock  Purchase  Agreement
with  Swordfish  Financial,  Inc. 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 Director agreed to the cancellation of
the warrants in August 2009.

         In May 2008,  the  Company  entered  into a  research  and  development
consulting  agreement with an entity that had common ownership with MarCum.  The
agreement requires the Company to pay the entity as follows:  (i) $525,000 in 36
monthly  installments of $14,583 for research and development services beginning
June 1, 2008,  (ii)  $200,000 in 24 monthly  installments  of $8,333 for product
support   services   beginning   June  1,  2008.   The  Company  has  recognized
approximately $134,000 of expense relating to this agreement for the nine months
ended  September  30, 2009,  which is included in research and  development  and
engineering expense.

In May 2008,  the Company  entered  into a research and  development  consulting
agreement with an entity that had common  ownership  with MarCum.  The agreement
requires  the Company to pay the entity as follows:  (i)  $180,000 in 36 monthly
installments of $5,000 for research and development  services  beginning June 1,
2008,  (ii) $100,000 in 24 monthly  installments  of $4,166 for product  support
services  beginning  June 1, 2008.  The  Company  has  recognized  approximately
$83,000  of  expense  relating  to this  agreement  for the  nine  months  ended
September  30,  2009,   which  is  included  in  research  and  development  and
engineering expense.

         The  Company  entered  into a  lease  agreement  for its  assembly  and
distribution  facility and corporate  headquarters in Brainerd,  Minnesota.  The
lease  commenced on September 1, 2006 and expires on August 31, 2016.  The lease
was amended in May 2008 for  additional  space, a sprinkler  system  improvement
addition,  and the term extended  through August 31, 2018. The lease was further
amended by a second  amendment  as of July 1, 2009  giving the  Company  and the
Landlord the right to terminate  the lease  effective as of December 31, 2009 by
giving the  notice 30 days  prior to the  effective  date of  termination.  This
second  amendment also reduces the monthly rent from $21,801 to $15,000 with the
$6,801 being  deferred and waived by the Landlord if the Company timely pays the
Adjusted  Monthly  Charge  through  December 31,  2009.  The Company will record
monthly rent expense equal to the total of the payments due over the lease term,
divided by the number of months of the lease term. The  difference  between rent
expense  recorded  and the amount  paid will be  credited or charged to deferred
rent. The Company is also required to pay its portion of operating expenses.

         Based on the terms of the second  amendment  the Company  will have the
right to terminate the lease on December 31, 2009 by giving the Landlord  notice
on or before  November 30,  2009.  The future  minimum  lease  payments  through
December 31, 2009 are $45,000.

         The Company is under a technology  purchase agreement requiring payment
of $50,000 by September 30, 2009.



                                       25

<PAGE>

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of  business.  We  incurred  net  losses of  $7,601,268  and  $1,498,754,
respectively,  for the nine months ended  September 30, 2009 and 2008 and had an
accumulated deficit of $12,269,785 as of September 30, 2009. We have managed our
liquidity   during  the  first  nine  months  of  2009  through  cost  reduction
initiatives  and the  proceeds  from  liquidation  of  accounts  receivable  and
inventory.  The Company is currently in default of the remaining $450,000 of the
note payable - related party.  The related party agreed in August 2008 to extend
the note for  twelve  months  as part of the  Swordfish  Financial,  Inc.  stock
purchase agreement.  The Company is also not in compliance with the terms of its
line of  credit  loan  from the bank and in August  2008  voluntarily  agreed to
surrender  the  Company's  assets and  operations to the bank on August 14, 2009
until the bank  liquidates  enough assets to cover its loan. The Company is also
in default on $603,950 of other notes payable.

         The Company has historically been a seasonal business with the majority
of the Company's revenue being realized in the fourth quarter. On the August 14,
2009  foreclosure  by M&I  Business  Credit LLC and forcing the Company to enter
into a Voluntary  Surrender  Agreement which tendered to M&I Business Credit LLC
total possession of the Company's Premises,  operations and all of the Company's
assets to collect the  approximately  $1,800,000 owed by the Company.  After the
M&I Business Credit LLC's  liquidations of virtually all of the Company's assets
at significant  discounts to book value,  Swordfish has been left with virtually
no product  lines to market and continue the Nature Vision  outdoor  recreations
products operations.

         Despite cost reduction  initiatives,  the Company will be unable to pay
its obligations in the normal course of business or service its debt in a timely
manner  throughout 2009 without raising  additional debt or equity capital.  See
Note 3, for a discussion  of capital  acquired by the  Company.  There can be no
assurance that this financing  arrangement will alleviate the Company's 12 month
working capital needs unless it is funded or the Company can complete a recovery
project.

         The Company is currently evaluating strategic alternatives that include
the following:  (i) raising of capital, or (ii) the sale of the Company's assets
to pay off its  debts.  This  process  is  ongoing  and may be  lengthy  and has
inherent  costs.  There can be no assurance that the this process will result in
any specific action to alleviate the Company's 12 month working capital needs or
result in any other transaction.

        In the  event  future  cash  flows  and  borrowing  capacities  are  not
sufficient to fund operations at the present level,  additional measures will be
taken including a reduction in operating and capital expenditures.  In addition,
we believe  that other  sources of  liquidity  are  available  which may include
additional subordinated debt, and raising additional capital.  However, there is
no assurance that these other sources of liquidity will be available or on terms
acceptable to the Company.

         The Company believes that the effect of inflation has not been material
during the nine months ended September 30, 2009.

Off-Balance Sheet Financing Arrangements

         As of September 30, 2009, there were no off-balance sheet arrangements,
unconsolidated subsidiaries and commitments or guaranties of other parties.

Critical Accounting Policies

         The  Company's  critical  accounting  policies  are  identified  in the
Company's  Annual  Report on Form 10-K for the fiscal year ending  December  31,
2008 in Management's  Discussion and Analysis of Financial Condition and Results
of Operations under the heading  "Critical  Accounting  Policies." There were no
significant  changes to the Company's  critical  accounting  policies during the
nine months ended September 30, 2009.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable




                                       26

<PAGE>


Item 4T: Controls and Procedures.

          Our  management  is  responsible  for   establishing  and  maintaining
adequate  internal  control  over  financial  reporting.  Internal  control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f)  promulgated under
the Exchange  Act as a process  designed  by, or under the  supervision  of, the
company's  principal  executive  officer  and  principal  financial  officer and
effected by our board of directors,  management and other personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

     o    pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     o    provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that receipts and
          expenditures  of the  company are being made only in  accordance  with
          authorizations of management and directors of the company; and

     o    provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  company's
          assets that could have a material effect on the financial statements.

          Because of its inherent  limitations,  internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of  effectiveness  to future  periods are subject to the risk that  controls may
become  inadequate  because  of  changes  in  conditions,  or that the degree of
compliance with the policies or procedures may deteriorate.

          In September  2009, we conducted an evaluation,  under the supervision
and with the  participation  of our  principal  executive  officer and principal
financial  officer,  of the effectiveness of our internal control over financial
reporting  based on the criteria for effective  internal  control over financial
reporting  established in "Internal Control -- Integrated  Framework," issued by
the Committee of  Sponsoring  Organizations  (COSO) of the Treadway  Commission.
Based upon this  assessment,  we determined  that there are material  weaknesses
affecting our internal control over financial reporting.

          The  matters  involving  internal  controls  and  procedures  that our
management considers to be material weaknesses under COSO and SEC rules are: (1)
lack of a functioning  audit committee and lack of independent  directors on our
board of  directors,  resulting  in  potentially  ineffective  oversight  in the
establishment and monitoring of required  internal controls and procedures;  (2)
inadequate  segregation  of  duties  consistent  with  control  objectives;  (3)
insufficient  written  policies and  procedures  for  accounting  and  financial
reporting with respect to the  requirements  and  application of US GAAP and SEC
disclosure requirements;  and (4) ineffective controls over period end financial
disclosure  and  reporting  processes.  The  aforementioned  potential  material
weaknesses were identified by our Chief Financial Officer in connection with the
preparation   of  our  financial   statements  as  of  September  30,  2009  who
communicated the matters to our management and board of directors.

          Management  believes that the material  weaknesses  set forth in items
(2), (3) and (4) above did not have an affect on our financial results. However,
the lack of a functioning  audit committee and lack of a majority of independent
directors  on our  board of  directors,  resulting  in  potentially  ineffective
oversight in the  establishment and monitoring of required internal controls and
procedures, can impact our financial statements.

Management's Remediation Initiatives
------------------------------------

          Although we are unable to meet the standards under COSO because of the
limited funds  available to a company of our size, we are committed to improving
our financial organization. As funds become available, we will undertake to: (1)
create a position to segregate duties  consistent with control  objectives,  (2)
increase our personnel resources and technical  accounting  expertise within the
accounting  function (3) appoint one or more  outside  directors to our board of
directors  who shall be appointed to a Company  audit  committee  resulting in a
fully  functioning  audit  committee  who will  undertake  the  oversight in the
establishment and monitoring of required  internal controls and procedures;  and
(4) prepare and implement  sufficient written policies and checklists which will
set forth procedures for accounting and financial  reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.



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<PAGE>


          We will  continue to monitor and  evaluate  the  effectiveness  of our
internal  controls  and  procedures  and our  internal  control  over  financial
reporting on an ongoing  basis and are  committed to taking  further  action and
implementing additional enhancements or improvements,  as necessary and as funds
allow.  However,  because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute  assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud,
if any,  within the  Company  have been  detected.  These  inherent  limitations
include the realities that  judgments in decision  making can be faulty and that
breakdowns  can occur  because  of simple  error or  mistake.  The design of any
system of controls is based in part on certain  assumptions about the likelihood
of future events,  and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Projections of
any evaluation of controls effectiveness to future periods are subject to risks.

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Breach of Contract Action

         On August  14,  2009,  M&I  Business  Credit  LLC,  owed  approximately
$1,800,000 by the Company, foreclosed on the Company's assets under a Credit and
Security  Agreement  dated  November  8, 2007 (as amended or  supplemented,  the
"Credit Agreement") and the Company entered into a Voluntary Surrender Agreement
which  tendered to M&I Business  Credit LLC total  possession  of the  Company's
Premises,  operations and all of the Company's  Collateral,  which was basically
all of the Company's assets, until M&I Business Credit LLC liquidates sufficient
assets to pay off the line of credit owed by the  Company.  On October 30, 2009,
M&I Business  Credit LLC notified the Company that it had  converted  sufficient
Company assets to recover the Company's debt and was turning back to the Company
possession of the Company's Premises, operations and remaining assets.

         The Company  was party to legal  action  pending in the Ninth  Judicial
District Court, Crow Wing County,  State of Minnesota styled Esox Designs,  Inc.
vs. Nature Vision,  Inc. The Plaintiff filed complaint against the defendants to
recover amounts  Plaintiff claims under a consulting  agreement  entered into in
2008. In October 2009,  Court Issued a default  judgment  against Nature Vision,
Inc. in the Amount of $179,166.63,  which Swordfish Financial,  Inc. will accrue
as an expense.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         On August 14, 2009, the Company entered into a Stock Purchase Agreement
with Swordfish  Financial,  Inc. pursuant to which the Company sold an aggregate
of 10,987,417 shares of its common stock in exchange for a $3,500,000 promissory
note,  payable in two installments of $1,750,000 each with the first installment
being forty-five (45) days from the date of the note and the second  installment
being one-hundred twenty (120) days from the date of the note.

         The  issuance  of  these  shares  was  exempt  from  the   registration
requirements of the Securities Act of 1933 under Section 4 (2) thereof.

Item 3. Defaults Upon Senior Securities. Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.

Item 5.  Other Information.

         As a result of the Swordfish  Financial,  Inc. stock purchase described
in Note 3 to the financial statements, a change in control occurred with respect
to the Company's capital stock ownership.  Mssrs Richard P. Kiphart,  Jeffery P.
Zernov, Scott S. Meyers and Curtis A. Sampson served as the members of the Board
of  Directors.  Pursuant  to the  terms  and  conditions  set forth in the Stock
Purchase Agreement, immediately following the closing of the Transaction, (1) On
August 13, 2009,  Michael D.  Alexander and Randy J. Moseley were appointed as a
members to the Board of Directors  effective  August 14, 2009 and (2) Richard P.
Kiphart,  Jeffery P. Zernov,  Scott S. Meyers and Curtis A. Sampson  voluntarily
tendered  their  resignations,  effective  August  14,  2009,  as members of the
Company's Board of Directors.

         On August  13,  2009,  the  Company  received  from each of  Jeffrey P.
Zernov,  President  and  Chief  Executive  Officer  and  Robert P.  King,  Chief
Financial Officer and Secretary a letter voluntarily  resigning their respective
officer positions with the Company.

         On  August  17,  2009,  the board of  directors  appointed  Michael  D.
Alexander as the President and Chief Executive  Officer of the Company and Randy
Moseley as Chief Financial Officer of the Company.

         On August 17, 2009, the board of directors voted to amend the Company's
Articles  of  Incorporation  to  change  the name of the  Company  to  Swordfish
Financial, Inc.


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<PAGE>


Item 6.  Exhibits.

         Listing of Exhibits:

         31.1     Certification of Chief Executive Officer.


         31.2     Certification of Chief Financial Officer.


         32.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                                   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.


                                             SWORDFISH FINANCIAL, INC.


Date:  March 5, 2010                         By:   /s/ Michael Alexander
                                                   -----------------------------
                                                   Its:  Chief Executive Officer
                                                   and President


Date:  March 5, 2010                         By:   /s/ Randy Moseley
                                                   -----------------------------
                                                   Its:  Chief Financial Officer


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