SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
__ Transition Report on Form 10-K
__ Transition Report on Form 20-F
__ Transition Report on Form 11-K
__ Transition Report on Form 10-Q
__ Transition Report on Form N-SAR
For the Transition Period Ended: ______________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE
PRINT OR TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED
HEREIN.
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If the notification relates to a portion of the filing check
above, identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant:
4Health, Inc.
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Former Name if Applicable:
N/A
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Address of Principal Executive Office (Street and Number):
5485 Conestoga Court
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City, State and Zip Code:
Boulder, CO 80301
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PART II -- RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F or Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-
F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
4Health, Inc. is currently involved in a pending merger with a
privately held company. The preparation of the proxy statement
for the pending merger has taken substantial time and effort from
the accounting, finance, and legal departments of 4Health, Inc.
Consequently, without unreasonable effort and expense, we could
not complete our Form 10-Q for the period ending December 31,
1997. Therefore, 4Health, Inc. seeks relief pursuant to Rule
12b-25(b) in order to gain additional time to complete our Form
10-K.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Pika Fisher 303 546-6305 ex.4143
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
[X]Yes [ ]No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
[ ]Yes [X]No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
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4Health, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 27, 1998 By: /s/Scott W. Lusk
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Scott W. Lusk
Director of Finance
INSTRUCTIONS: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be types
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
___________________________Attention____________________________
INTENTIONAL MISSTATEMENTS OF OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25)
of the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form
and amendments thereto must be completed and filed with
the Securities and Exchange Commission, Washington, D.C.
20549, in accordance with Rule 0-3 of the General Rules
and Regulations under the Act. The information contained
or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on
which any class of securities of the registrant is
registered.
4. Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified
as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by
electronic filers unable to timely file a report solely
due to electronic difficulties. Filers unable to submit a
report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section
232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
