LIFE RESOURCES INC
NT 10-K, 1998-09-28
GROCERIES & RELATED PRODUCTS
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                                UNITED STATES                    SEC File Number
                      SECURITIES AND EXCHANGE COMMISSION              0-7655
                            Washington, D.C. 20549                    ------
                                                                   Cusip Number
                                 FORM 12b-25                      

                          NOTIFICATION OF LATE FILING

(Check One) [X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K  [ ]Form 10-Q [ ]Form N-SAR

                 For Period Ended:        June 30, 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: 
                                                  ---------------------------

  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

                          LIFE RESOURCES INCORPORATED
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable

              101 E. Redlands Blvd. Suite 211 (Formerly Suite 206)
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

                               Redlands, CA 92373
- --------------------------------------------------------------------------------
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), the following
should be completed.  (Check appropriate box)

 [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-KSB, Form 20-F, 11-K, 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-QSB, 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 10-KSB, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.  (Attach Extra Sheets if Needed)

The Registrant's Form 10-KSB could not be filed timely because the Registrant is
currently in the process of compiling its financial statements and coordinating
its audit with its independent auditing firm. As a result of these two factors,
the Registrant's audited statements could not be timely prepared without
unreasonable effort or expense. Form 10-KSB will be filed no later than the
fifteenth calendar day following the prescribed due date of September 28, 1998.
<PAGE>   2
PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

              MILTON M. MINER             (909)                793-3000      
         --------------------------     -----------        ------------------
                  (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).
         [ ] Yes  [X] No

         Form 10-QSB for the periods ended March 31, 1998, December 31, 1997,
         September 30, 1997, March 31, 1997, December 31, 1996, and September
         30, 1996 have not been filed.

         Form 10-KSB for the fiscal year ended June 30, 1997 has not been filed.

(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:

- --------------------------------------------------------------------------------

                          LIFE RESOURCES INCORPORATED
             ------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date      September 23, 1998         By         
    -----------------------------      ----------------------------------------
                                                  Milton M. Miner
                                            Secretary of the Registrant

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
persons signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
                                   ATTENTION
  Intentional misstatements or omissions of fact constitute Federal Criminal
                       Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTION

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549 in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act.  The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished.  The form shall
     be clearly identified as an amendment notification.

5.   ELECTRONIC FILERS.  This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties. Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
     chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.12(c) of this chapter).


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