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<FONT SIZE=2><P><A NAME="fis_unidentified_table"></A></P>
<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on December 21, 2005 <BR>
Reg. No. 333- </P>

</FONT><B><FONT SIZE=5><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION <BR>
</B></FONT><FONT SIZE=4>Washington, D.C. 20549 </P>
</FONT><FONT SIZE=2>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8 </P>
</B></FONT><FONT SIZE=2>
<B><P ALIGN="CENTER">REGISTRATION STATEMENT <BR>
UNDER <BR>
THE SECURITIES ACT OF 1933 </P>
</B>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">NatureWell, Inc. <BR>
</B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter) </P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=46>
<B><FONT SIZE=2><P ALIGN="CENTER">Delaware<BR>
</B>(State or other jurisdiction of <BR>
incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP" HEIGHT=46>
<B><FONT SIZE=2><P ALIGN="CENTER">94-2901715<BR>
</B>(I.R.S. Employer <BR>
identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<B><P ALIGN="CENTER">110 West C Street, Suite 1300 <BR>
San Diego, CA 92101<BR>
(Address of principal executive offices) (Zip Code) </P>
</B>
<B><P ALIGN="CENTER"><A NAME="fis_stock_plans"></A>AMENDED AND RESTATED<BR>
2004 INCENTIVE STOCK BONUS AND OPTION PLAN<BR>
</B>(full title of plan) </P>

<B><P ALIGN="CENTER">James R. Arabia, <BR>
Chief Executive Officer <BR>
110 West C Street, Suite 1300 <BR>
San Diego, CA 92101<BR>
(619) 234-0222<BR>
</B>(Name, address, and telephone number of agent for service) </P>

<P ALIGN="CENTER">With a copy to: </P>
<B><P ALIGN="CENTER">Darrin M. Ocasio, Esq. <BR>
Sichenzia Ross Friedman Ference LLP <BR>
1065 Avenue of Americas <BR>
New York, NY 10018 <BR>
(212) 930-9700 <BR>
Fax: (212) 930-9725</P>
</B>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=3 CELLPADDING=7 WIDTH=682>
<TR><TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Title of securities<BR>
to be registered</FONT></TD>
<TD WIDTH="31%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed maximum <BR>
Amount to be <BR>
Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed maximum<BR>
offering price<BR>
per share*</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Aggregate <BR>
offering<BR>
Price</FONT></TD>
<TD WIDTH="13%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration <BR>
fee</FONT></TD>
</TR>
<TR><TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Common Stock<BR>
(.01 par value)</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">20,000,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$0.0031</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$62,000.00</FONT></TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$7.30</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<P ALIGN="JUSTIFY">*&nbsp;&nbsp;Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and the low price on the over the counter bulletin board on December 16, 2005. </P>

<B><P ALIGN="CENTER"><A NAME="fis_explanatory_note"></A>EXPLANATORY NOTE </P>
</B>
<P ALIGN="JUSTIFY">This Registration Statement on Form S-8 relates to the issuance of up to 20,000,000 shares of common stock pursuant to the Amended and Restated 2004 Incentive Stock Bonus and Option Plan. </P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER"><A NAME="fis_part_i"></A>PART I </P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS </P>
</B><P>&nbsp;</P>
<P>&nbsp;</P>
<B><P>Item 1. Plan Information. </P>
</B>
<P ALIGN="JUSTIFY">The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. </P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_registrant_information"></A>Item 2. Registrant Information and Employee Plan Annual Information. </P>
</B>
<P ALIGN="JUSTIFY">Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting: </P>

<P ALIGN="CENTER">James R. Arabia, <BR>
Chief Executive Officer <BR>
110 West C Street, Suite 1300 <BR>
San Diego, CA 92101<BR>
(619) 234-0222</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER"><A NAME="fis_part_ii"></A>PART II </P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </P>
</B><P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_documents_by_reference"></A>Item 3. Incorporation of Documents by Reference. </P>
</B>
<P ALIGN="JUSTIFY">The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp;Reference is made to the Registrant's Form 8-Ks filed with the SEC on May 19, 2005 and November 1, 2005  (file no. 000-50535), each of which is hereby incorporated by reference. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp;Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending September 30, 2005, as filed with the SEC on November 18, 2005 (file no. 0-26108), which is hereby incorporated by reference.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp; Reference is made to the Registrant's annual report on Form 10-KSB for the year ending June 30, 2005, as filed with the SEC on October 12, 2005 (file no. 0-26108), which is hereby incorporated by reference.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp; Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending March 31, 2005, as filed with the SEC on May 23, 2005 (file no. 0-26108), which is hereby incorporated by reference. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp; Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending December 31, 2004, as filed with the SEC on February 22, 2005 (file no. 0-26108), which is hereby incorporated by reference.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">o&nbsp;&nbsp;The description of the Registrant's common stock is incorporated by reference to the Registrant's registration statement on Form SB-2 , as filed with the SEC on June 6, 1995, which is hereby incorporated by reference, including all amendments and reports filed with the Commission for the purpose of updating such description. </P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_securities_description"></A>Item 4. Description of Securities. </P>
</B>
<P>Not Applicable. </P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_experts"></A>Item 5. Interests of Named Experts and Counsel. </P>
</B>
<P ALIGN="JUSTIFY">The validity of the shares of common stock offered hereby will be passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of Americas, 21st flr., New York, NY 10018.  Certain members or principles of Sichenzia Ross Friedman Ference LLP will receive 5,750,000 shares of common stock of the Registrant under this registration statement to be issued as compensation for legal services performed on behalf of the Registrant.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_indemnification"></A>Item 6. Indemnification of Directors and Officers. </P>
</B>
<P ALIGN="JUSTIFY">The Registrant's Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant's Bylaws provided that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware law. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. </P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_exemption_from_registration"></A>Item 7. Exemption from Registration Claimed. </P>
</B>
<P ALIGN="JUSTIFY">All shares of common stock registered hereunder for reoffer or resale, have been or will be issued or have been pursuant to the Amended and Restated 2004 Incentive Stock Bonus and Option Plan. The shares are non-transferable and the shares were and will be issued in transactions not involving a public offering. Upon the issuance of the shares, the holder is required to execute an undertaking not to resell such shares except pursuant to an effective registration statement or other exemption under the Act, a restrictive legend is placed on the certificates for the shares of common stock purchased and transfer stops are placed against such certificates. Such shares may only be reoffered and sold pursuant to registration under the Act or pursuant to an applicable exemption under the Act. As a result, such offers and sales are exempt from the registration requirements of the Act pursuant to the provisions of Section 4(2) of the Act.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_exhibits"></A>Item 8. Exhibits. </P>
</B><P><A NAME="fis_unidentified_table_3"></A></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=739>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">EXHIBIT <BR>
NUMBER</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=2><P>EXHIBIT </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Amended and Restated 2004 Incentive Stock Bonus and Option Plan.  </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Sichenzia Ross Friedman Ference LLP. </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1. </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Armando C. Ibarra, C.P.A. </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included in the Signature Page) </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<B><P><A NAME="fis_undertakings"></A>Item 9. Undertakings. </P>
</B>
<P ALIGN="JUSTIFY">The undersigned registrant hereby undertakes: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933; </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in volume and price represent no more than 20&nbsp;percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective registration statement; </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; </P>
<B><P ALIGN="JUSTIFY"></P>
</B><I><P ALIGN="JUSTIFY">Provided, however</I>, that paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on Form S-8 and if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section&nbsp;13 or section&nbsp;15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof. </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">(4)&nbsp;That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section&nbsp;15(d) of the Securities Exchange Act of 1934)&nbsp;that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof. </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">(5)&nbsp;That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;Each prospectus filed by a Registrant pursuant to Rule&nbsp;424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;Each prospectus required to be filed pursuant to Rule&nbsp;424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule&nbsp;430B relating to an offering made pursuant to Rule&nbsp;415(a)(1)(i),  (vii)&nbsp;or (x)&nbsp;for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule&nbsp;430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof. <I>Provided, however</I>, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(6)&nbsp;That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule&nbsp;424; </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant; </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and </P>
</FONT><FONT FACE="Arial Unicode MS" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">SIGNATURES<A NAME="fis_signatures"></A></P>
</B><P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of San Diego, State of California, on December 21, 2005. </P>
<P>&nbsp;</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=475>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><FONT SIZE=2><P ALIGN="CENTER">NATUREWELL, INC.</B></FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP" ROWSPAN=3>
<I><FONT SIZE=2><P ALIGN="RIGHT">By:</I></FONT></TD>
<TD WIDTH="55%" VALIGN="TOP" ROWSPAN=3>
<I><U><FONT SIZE=2><P>/s/ James R. Arabia</I></U><BR>
<I>James R. Arabia<BR>
Chief Executive Officer and Director (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer)</I></FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated: </P>
<P>&nbsp;</P>
<P>&nbsp;</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=660>
<TR><TD WIDTH="27%" VALIGN="TOP">
<I><U><FONT SIZE=2><P ALIGN="CENTER">Signature</I></U></FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<I><U><FONT SIZE=2><P ALIGN="CENTER">Title</I></U></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<I><U><FONT SIZE=2><P ALIGN="CENTER">Date</I></U></FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="54%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP" ROWSPAN=5>
<I><U><FONT SIZE=2><P ALIGN="CENTER">/s/ James R. Arabia <BR>
</U>James R. Arabia</I></FONT></TD>
<TD WIDTH="54%" VALIGN="TOP" ROWSPAN=5>
<I><FONT SIZE=2><P ALIGN="CENTER">Chief Executive Officer and Director<BR>
(Principal Executive Officer) <BR>
Chief Financial Officer <BR>
(Principal Financial and Accounting Officer</I>)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" ROWSPAN=5>
<I><FONT SIZE=2><P ALIGN="CENTER">December 21, 2005</I></FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P><A NAME="fis_unidentified_table_4"></A>&nbsp;</P>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=730>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">EXHIBIT<BR>
NUMBER</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=2><P>EXHIBIT </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Amended and Restated 2004 Incentive Stock Bonus and Option Plan. &nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Opinion of Sichenzia Ross Friedman Ference LLP. &nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1. </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Armando C. Ibarra, C.P.A. </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT SIZE=2><P>Power of Attorney (included in the Signature Page) </FONT></TD>
<TD WIDTH="0%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P></FONT></BODY>
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As filed with the Securities and Exchange Commission on December 21, 2005
Reg. No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NatureWell, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
94-2901715
(I.R.S. Employer
identification No.)
110 West C Street, Suite 1300
San Diego, CA 92101
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED
2004 INCENTIVE STOCK BONUS AND OPTION PLAN
(full title of plan)
James R. Arabia,
Chief Executive Officer
110 West C Street, Suite 1300
San Diego, CA 92101
(619) 234-0222
(Name, address, and telephone number of agent for service)
With a copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of Americas
New York, NY 10018
(212) 930-9700
Fax: (212) 930-9725
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Proposed maximum
Amount to be
Registered
Proposed maximum
offering price
per share*
Aggregate
offering
Price
Amount of
Registration
fee
Common Stock
(.01 par value)
20,000,000
$0.0031
$62,000.00
$7.30
*  Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and the low price on the over the counter bulletin board on December 16, 2005.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the issuance of up to 20,000,000 shares of common stock pursuant to the Amended and Restated 2004 Incentive Stock Bonus and Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:
James R. Arabia,
Chief Executive Officer
110 West C Street, Suite 1300
San Diego, CA 92101
(619) 234-0222
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:
o  Reference is made to the Registrant's Form 8-Ks filed with the SEC on May 19, 2005 and November 1, 2005  (file no. 000-50535), each of which is hereby incorporated by reference.
o  Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending September 30, 2005, as filed with the SEC on November 18, 2005 (file no. 0-26108), which is hereby incorporated by reference.
o   Reference is made to the Registrant's annual report on Form 10-KSB for the year ending June 30, 2005, as filed with the SEC on October 12, 2005 (file no. 0-26108), which is hereby incorporated by reference.
o   Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending March 31, 2005, as filed with the SEC on May 23, 2005 (file no. 0-26108), which is hereby incorporated by reference.
o   Reference is made to the Registrant's quarterly report on Form 10-QSB for the period ending December 31, 2004, as filed with the SEC on February 22, 2005 (file no. 0-26108), which is hereby incorporated by reference.
o  The description of the Registrant's common stock is incorporated by reference to the Registrant's registration statement on Form SB-2 , as filed with the SEC on June 6, 1995, which is hereby incorporated by reference, including all amendments and reports filed with the Commission for the purpose of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock offered hereby will be passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of Americas, 21st flr., New York, NY 10018.  Certain members or principles of Sichenzia Ross Friedman Ference LLP will receive 5,750,000 shares of common stock of the Registrant under this registration statement to be issued as compensation for legal services performed on behalf of the Registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant's Bylaws provided that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
All shares of common stock registered hereunder for reoffer or resale, have been or will be issued or have been pursuant to the Amended and Restated 2004 Incentive Stock Bonus and Option Plan. The shares are non-transferable and the shares were and will be issued in transactions not involving a public offering. Upon the issuance of the shares, the holder is required to execute an undertaking not to resell such shares except pursuant to an effective registration statement or other exemption under the Act, a restrictive legend is placed on the certificates for the shares of common stock purchased and transfer stops are placed against such certificates. Such shares may only be reoffered and sold pursuant to registration under the Act or pursuant to an applicable exemption under the Act. As a result, such offers and sales are exempt from the registration requirements of the Act pursuant to the provisions of Section 4(2) of the Act.
Item 8. Exhibits.
EXHIBIT
NUMBER
EXHIBIT
4.1
Amended and Restated 2004 Incentive Stock Bonus and Option Plan.
5.1
Opinion of Sichenzia Ross Friedman Ference LLP.
23.1
Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1.
23.2
Consent of Armando C. Ibarra, C.P.A.
24.1
Power of Attorney (included in the Signature Page)
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however
, that paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on Form S-8 and if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),  (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of San Diego, State of California, on December 21, 2005.
NATUREWELL, INC.
By:
/s/ James R. Arabia
James R. Arabia
Chief Executive Officer and Director (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ James R. Arabia
James R. Arabia
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer
)
December 21, 2005
EXHIBIT
NUMBER
EXHIBIT
4.1
Amended and Restated 2004 Incentive Stock Bonus and Option Plan.
5.1
Opinion of Sichenzia Ross Friedman Ference LLP.
23.1
Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1.
23.2
Consent of Armando C. Ibarra, C.P.A.
24.1
Power of Attorney (included in the Signature Page)