SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2004

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	09/11/2003		P4	1,428,571	A	$0.0175	2,162,742	D
Common Stock	12/17/2003		S4	2,250,000	D	$0.1	2,162,743	D
Common Stock	12/17/2003		S4	1,212,127	D	$0.1	2,162,743	D
Common Stock	12/17/2003		S4	1,656,654	D	$0.1	2,162,743	D
Common Stock	02/15/2002		J4	6,750,000	D⁽¹⁾	⁽¹⁾	2,162,743	D
Common Stock	06/16/2004		A4	1,142,857	A	$0.0175⁽²⁾	2,162,743	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)	4. Transaction Code (Instr. 8)	(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)
Senior Convertible Note	$0.01	02/15/2004		4P	200,000⁽³⁾		⁽⁴⁾	04/01/2010	Common Stock	20,000,000	$200,000	250,050	D
Senior Convertible Note	$0.01	02/15/2004		4A	50,000		⁽⁴⁾	04/01/2010	Common Stock	5,000,000	$50,000⁽⁵⁾	250,050	D

Explanation of Responses:

1. Shares forfeited to Company pursuant to 2/15/04 Letter Agreement.

2. Issued as payment for $20,000 of services rendered.

3. Issuer note, $200,000 face value, amended to add convertible feature at $.01 Conversion Price pursuant to 2/15/04 Letter Agreement.

4. Pursuant to Letter Agreement dated 2/21/05, convertible at any time 60 days after the Company has authorized common stock in an amount great enough to meet conversion rights of all convertible secutities outstanding.

5. Issued as repayment of $50,000 of loans/advances made to Company.

Remarks:

	James R. Arabia	02/28/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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