U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
|_|Form 10-KSB |_| Form 20-F |_| Form 11-K |X|Form 10-Q |_| Form N-SAR
For Period Ended: September 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:
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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:
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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) 570 S. Clearwater Loop,
Bldg. 1000, Suite D
City, State and Zip Code Post Falls, ID 83854
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.]
As previously reported on Form 8-K, effective October 11, 2005, the Company
engaged LeMaster & Daniels PLLC ("LeMaster & Daniels") to serve as the Company's
independent registered public accountants. Since this is the first quarter in
which LeMaster & Daniels is reviewing the Company's financial statements, it is
taking longer to complete the filing of the Form 10-QSB than anticipated. As a
result, completion of LeMaster & Daniel's review procedures in accordance with
Statement on Auditing Standards (SAS) No. 100, "Interim Financial Review" has
been delayed. The Company expects to file its first quarter 2006 Form 10-QSB on
or before November 21, 2005.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Matt Colbert (208) 457-9409
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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 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?
|X| Yes |_| 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).
It is anticipated that gross profit for the three months ended September 30,
2005 will be approximately $85,000, compared to $232,000 in the corresponding
three months ended September 30, 2004. The decrease in gross profit is
attributed to reduced sales from a significant customer. It is anticipated that
net loss for the three months ended September 30, 2005 will be approximately
$1,281,000, compared to $2,487,000 in the corresponding three months ended
September 30, 2004. The decrease in net loss is attributed to a decrease in the
amortization of debt discount and deferred financing costs for the quarter ended
September 30, 2005.
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
thereunto duly authorized.
Date: November 15, 2005 By: /s/ Matt Colbert
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Matt Colbert, V.P. of Finance