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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 the Period Ended: December 31, 1998
___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. PLESE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMTION CONTAINED HEREIN.
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If the notification relates to the 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:
Irwin Naturals/4 Health, Inc.
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Former Name if Applicable:
4 Health, Inc.
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Address of Principal Executive Office (Street and Number):
10549 W. Jefferson Blvd.
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Page 2
City, State an Zip Code:
Culver City, CA 90232
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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, 11-K 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 of 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.
Irwin Naturals and /4 Health, Inc. completed their merger on 6/30/98, and the
Form 10-K for the period ending 12/31/98 is the first 10K for the newly
merged company. In addition, the Company was involved in another merger in
February of 1999, and an Acquisition of another business in March of 1999.
This unique confluence of events required an inordinate amount of Management
time and Company resources, and created unforeseen delays in preparing the
company's accounts. Consequently, without unreasonable effort and expense
the Company could not complete its Form 10-K for the period ending 12/31/98
by the scheduled due date.
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Therefore, Irwin Naturals/4 Health, Inc. seeks relief pursuant to Rule
12b-25(b) in order to gain additional time to complete its Form 10-K. The
company anticipates filing its Form 10-K within the time prescribed by such
Rule.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dan Martin (310) 253-5305, ext. 3146
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 12 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
(3) It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected in
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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Irwin Naturals/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: By:
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