SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
(Check One) [x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction 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.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant Lifestream Technologies, Inc.
Former Name if Applicable N/A
Address of principal Executive Office
(Street and Number) 201 Linden Street, Suite 302
City, State and Zip Code Ft. Collins, CO 80524
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-25b, 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
expenses:
[x] (b) The subject annual report, semi-annual report on Form 10-K,
Form 20-F, 11-F, 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
[x] (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 the Form 10K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attached Extra Sheets if needed) Lifestream
Technologies, Inc. is unable to file its annual report on Form 10-KSB by the
prescribed due date because our auditor, BDO Seidman, LLP, has not completed
their work for the year ended December 31, 1998 and is unable to provide our
required opinion as of the date of this filing. Our auditor is unable to
complete their work because management has been unable to provide them with
certain key documentation and information without unreasonable effort and
expense, specifically due to (a) the termination of employment of the
registrant's president; and (b) the execution of several material subsequent
transactions for which proper documentation has not yet become available.
(1) Name and telephone number of person to contact in regard to this
notification
Criss Sakala 970 416-9966
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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 reports) been filed? If
answer is no, identify report(s). [x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operation
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.
Lifestream Technologies, 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 30, 1999 By /s/ Criss Sakala, Secretary
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Criss Sakala
/Letterhead of BDO Seidman, LLP/
BDO Seidman, LLP
601. W. Riverside Ave., Suite 900
Spokane, WA 99201
March 29, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Lifestream Technologies, Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or expense,
its Annual Report on Form 10-KSB for the year ended December 31, 1998 because
our Firm has not yet completed our audit of the financial statements of the
Registrant for the year ended December 31, 1998 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because
management has been unable to provide us with certain documentation and
information required for the completion of audit tests. Management faults the
turnover of a key management position on March 24, 1999, and that the Company
has executed several material subsequent transactions for which the
documentation has not been yet been available. As such, we have not yet had
sufficient time to complete the auditing procedures that we consider necessary
under the circumstances.
Very truly yours,
/s/BDO Seidman, LLP