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^*

ARABIA JAMES R

(Last)

(First)

(Middle)

110 WEST C STREET

SUITE 1300

(Street)

SAN DIEGO

92101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATUREWELL INC [ NAWL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

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	12/21/2004		G		300,000	D	$0.005	7,612,743	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)
Convertible Prefered Stock	$0.01	02/21/2005		A		25		⁽¹⁾	⁽²⁾	Common Stock	625,000	$250⁽³⁾	250,075	D
Convertible Note	$0.01	02/21/2005		A		100,000		⁽⁴⁾	10/01/2010	Common Stock	10,000,000	$100,000⁽⁵⁾	350,075	I	By Financial Acquisition Partners LP
Convertible Note	$0.01	02/21/2005		A		90,000		⁽⁴⁾	10/01/2010	Common Stock	9,000,000	$90,000⁽⁶⁾	440,075	D
Convertible Note	$0.01	02/21/2005		A		30,000		⁽¹⁾	10/01/2010	Common Stock	3,000,000	$30,000⁽⁷⁾	470,075	D
Convertible Note	⁽⁸⁾	02/21/2005		A		110,000		⁽¹⁾	10/01/2010	Common Stock	11,000,000	$110,000⁽⁹⁾	580,075	D

Explanation of Responses:

1. Pursuant to Letter Agreement dated as of 2/21/05, convertible at holder's option at any time 60 days after Company has authorized common stock in an amount great enough to meet conversion rights of all convertible securities outstanding.

2. No expiration.

3. 25 shares issued in exchange for $10,229 of senior secured debt in default.

4. Pursuant to Letter Agreement dated as of 2/21/05, convertible at holder's option at any time 60 days after Company has authorized common stock in an amount great enough to meet conversion rights of all convertible securities outstanding, and at Company's option at any time after achieving such increase in authorized common stock.

5. Issued in exchange for $163,663 of senior secured debt in default.

6. Issued in exchange for $147,297 of senior secured debt in default.

7. Issued as payment for $30,000 of services rendered.

8. $.01 until 5/15/06, $.005 thereafter, provided that Reporting Person remains in the continuous employ of Company throughout period before reduction of Conversion Price.

9. Issued as payment for $110,000 of services rendered.

Remarks:

	James R. Arabia	02/25/2005
	** 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 4 (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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