UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December~~January 121, ~~2005~~2006

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Lifestream Technologies, Inc.

(Exact name of registrant as specified in its charter)

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Nevada	0-29058	82-0487965
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

570 S. Clearwater Loop, Building 1000, Suite D, Post Falls, ID 83854

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 208-457-9409

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~¨ ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

~~Effective~~On ~~December~~January 121, ~~2005~~2006, ~~Lifestream~~the ~~and~~Company ~~Polymer~~failed ~~Technology~~to ~~Systems,~~make ~~Inc., entered into~~ a ~~Distribution~~required ~~Agreement~~$100,000 ~~whereby~~payment ~~Polymer~~of ~~will~~principal ~~manufacture~~on ~~and~~the ~~supply~~outstanding ~~Lifestream~~promissory ~~with~~note ~~test strips for Total Cholesterol and HDL Cholesterol. The test strips will be used to test total cholesterol and HDL cholesterol~~ in ~~conjunction~~the ~~with~~aggregate ~~the~~principal ~~use~~amount of ~~cholesterol~~$2,869,740 ~~monitors~~payable ~~marketed~~to byRAB ~~Lifestream.~~Special ~~Under~~Situations ~~the agreement, Lifestream~~ (aMaster) ~~has~~Fund ~~a non-exclusive~~Limited, ~~limited~~as ~~license~~assignee toof ~~market~~RAB ~~and~~Special ~~sell~~Situations ~~the~~LP ~~Total Cholesterol and HDL Cholesterol test strips,~~ (b“RAB”). ~~has~~Under ~~agreed to purchase its requirements for~~ the ~~Total~~terms ~~Cholesterol and HDL Cholesterol test strips exclusively from Polymer, at specified prices, during the term~~ of the ~~agreement~~note, ~~and~~the ~~(c)~~Company’s ~~grants~~failure to ~~Polymer~~make asuch ~~non-exclusive,~~payment ~~limited~~causes ~~license to~~ the ~~Lifestream~~entire ~~Intellectual~~principal ~~Property~~amount ~~required~~of ~~to design and manufacture~~ the ~~test~~note ~~strips~~to ~~during~~become ~~the~~immediately ~~term~~due ofand ~~the agreement~~payable. The ~~agreement~~Company’s isobligations ~~for~~under anthe ~~initial~~note ~~term~~and ofrelated ~~three~~loan ~~years~~agreements ~~and~~are iscollateralized ~~renewable~~by ~~for~~a ansecurity ~~additional~~interest ~~five-year~~in ~~term~~all ~~unless~~of ~~otherwise~~the ~~terminated~~Company’s ~~by either party~~assets.

On January 1, 2006, RAB verbally advised us that (a) RAB has waived any default arising by reason of our failure to make the January 1, 2006, payment under the note, (b) RAB has agreed to defer payment of the $100,000 installment due under the promissory note on January 1, 2006, (c) payment of the January 1, 2006, installment under the promissory note will become due and payable on the February 1, 2006, maturity date of the promissory note, (d) our agreement in principle with RAB will be promptly reduced to writing, and (e) all of the other terms and conditions of our promissory note to RAB remain in full force and effect. RAB previously agreed that the May 1, 2005, June 1, 2005, July 1, 2005, August 1, 2005, September 1, 2005, October 1, 2005, November 1, 2005, and December 1, 2005, installment note payments would become due and payable on the February 1, 2006, maturity date of the note.

Item 9.01.

Financial Statements and Exhibits

(da)

Financial Statements of Businesses Acquired.

None.

(b)

Pro Forma Financial Information.

None.

(c)

Exhibits.

99None.1

Press Release dated December 13, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lifestream Technologies, Inc. By: /s/ CHRISTOPHER MAUS Christopher Maus Chairman, President and CEO


	LIFESTREAM TECHNOLOGIES, INC.

Date: January 9, 2006	By:	/s/ CHRISTOPHER MAUS
		Christopher Maus Chairman, President and CEO

Date: December 15, 2005

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