U.S. SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
|X|Form 10-KSB |_| Form 20-F |_| Form 11-K |_|Form 10-Q |_| Form N-SAR
For Period Ended: June 30, 2005
|_| 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:
- --------------------------------------------------------------------------------
Read Attached Instruction Sheet 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
Lifestream Technologies, Inc.
________________________________________________________________________________
Full Name of Registrant:
N/A
________________________________________________________________________________
Former Name if Applicable:
570 S. Clearwater Loop, Bldg. 1000, Suite D
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Post Falls, ID 83854
________________________________________________________________________________
City, State and Zip Code
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) [Paragraph 23,047],
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 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 [Amended in Release No. 34-26589
(Paragraph 72,435), effective April 12, 1989, 54 F.R. 10306.]
|_| (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 1O-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. [Amended in Release No. 34-26589 (Paragraph
72,435), effective April 12, 1989, 54 F.R. 10306.]
We are unable to file our annual report on Form 10-KSB by the prescribed due
date because we have had a change in our senior financial management which
resulted in additional time required to complete the work required without
unreasonable effort and expense; thereby delaying the completion of our annual
audit.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Matt Colbert (208) 457-9409
-------------------- ------------ -------------------
(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 the answer is
no, identify report(s).
|X| Yes |_| No
________________________________________________________________________________
(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. (See attachment).
================================================================================
Lifestream Technologies, Inc.
--------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 2005 By: /s/ Matt Colbert
-----------------------------
Matt Colbert, V.P. of Finance