SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Connolly Timothy J

(Last)

(First)

(Middle)

1770 ST JAMES PLACE

SUITE 116

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Natural Nutrition Inc. [ NNTN.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Director/CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2007	05/01/2007	A		3,541,667	A	⁽¹⁾	59,276,567⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock (convertible)	⁽³⁾⁽⁴⁾	06/07/2007	05/30/2007	S⁽⁵⁾			60,735	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	0	D
Series A Preferred Stock (convertible)	⁽³⁾⁽⁴⁾	06/07/2007	05/30/2007	S⁽⁵⁾			10,720	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	0	I	Held by Spouse, Jan Carson Connolly
Series B Preferred Stock (convertible)	⁽³⁾⁽⁴⁾	06/07/2007	05/30/2007	S⁽⁵⁾		60,735		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	60,735	D
Series B Preferred Stock (convertible)	⁽³⁾⁽⁴⁾	06/07/2007	05/30/2007	S⁽⁵⁾		10,720		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	10,720	I	Held by Spouse, Jan Carson Connolly

Explanation of Responses:

1. Mr. Connolly received 3,541,667 shares of common stock of Natural Nutrition, Inc. (the "Company") on May 1, 2007 as compensation in consideration for his services as an officer of the Company, and Mr. Connolly does not expect to receive any further issuances of stock by the Company for compensation.

2. Includes 47,373,300 shares issuable upon conversion of 60,735 shares of the Company's Series B convertible preferred stock ("Series B Preferred") held by Mr. Connolly, 8,361,600 shares issuable upon conversion of 10,720 shares of Series B held by Mr. Connolly's spouse and 3,541,667 shares issued to Mr. Connolly as compensation as set forth in footnote (1) above.

3. On May 31, 2007, the Company executed a securities purchase agreement (the "SPA") with Cornell Capital Partners, LP and on June 6, 2007, the Company filed a Current Report on Form 8-K (the "Current Report") disclosing the details and attaching the transaction documents relating to the financing. In connection therewith, Mr. Connolly executed a lockup agreement and in consideration therefore, the Company granted to Mr. Connolly (and to his spouse) super voting rights with respect to his shares of convertible preferred stock. In order to effect the grant, the Company issued to Mr. Connolly (and his spouse) shares of Series B Preferred with powers, designations, preferences and relative, participating, optional and other special rights identical to the Company's Series A preferred stock ("Series A Preferred"), except that the Series B Preferred contain super voting rights.

4. Simultaneously upon the issuance to Mr. Connolly (and his spouse) of the Series A Preferred, Mr. Connolly (and his spouse) relinquished all of their shares of Series A Preferred. Each share of Series B Preferred is convertible into 780 shares of common stock, as evidenced by the beneficial ownership calculation set forth in footnote (2) above. The Company filed a Certificate of Designation for the Series B Preferred with the Secretary of State of the State of Nevada on June 6, 2007. A copy of the lockup agreement is attached to Exhibit 10.1 to the Current Report.

5. /K

	/s/ Timothy J. Connolly	06/07/2007
	** Signature of Reporting Person	Date
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