SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LEIGHTON DOUGLAS

(Last)

(First)

(Middle)

C/O DUTCHESS PRIVATE EQUITIES FUND LTD.

50 COMMONWEALTH AVENUE, #2

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2008

3. Issuer Name and Ticker or Trading Symbol
NATUREWELL INC [ LAJD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	397,000,000⁽¹⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock⁽³⁾	05/09/2008	⁽⁵⁾	Common Stock	1,875,000⁽⁴⁾	⁽⁴⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. In addition to the 397,000,000 shares of common stock, the Reporting Person is a director of Dutchess Private Equities Fund, Ltd. and, as such, indirectly owns 19,000,000 shares of Series A Common Stock owned by that entity.

2. Mr. Leighton is a director of Dutchess Private Equities Fund, Ltd, which has voting and dispositive control over the shares.

3. As of May 9, 2008.

4. The Reporting Person has voting and dispositive power over 75 shares of Series C Preferred Stock owned by Dutchess Private Equities Fund, Ltd. The Series C Preferred Stock converts into 1,875,000 shares of Common Stock.

5. None

	/s/ Douglas Leighton	05/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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