U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-30489
CUSIP NUMBER
53221T 10 8
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 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: Not Applicable
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: Not Applicable
Part I -- Registrant Information
Full Name of Registrant: Lifeline Therapeutics, Inc.
Former Name if Applicable: Yaak River Resources, Inc.
Address of Principal Executive Office:
6400 S. Fiddler's Green Circle, Suite 1750 Englewood, CO 80111
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 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 or 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th 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;
[ ] (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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.) The CFO resigned as of May 15,
2005 and more time is required to complete the necessary work.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
William J. Driscoll ( 720 ) 488-1711
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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
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.
We expect losses significantly in excess of prior periods due to several
factors including 1) commencement of commercial operations; 2) the addition of
personnel to support the operations of the company; and 3) the impairment of
goodwill in relation to the purchase of the 19% minority interest of the
subsidiary; and 4) other expenditures relating to settlement of the minority
shareholder.
We estimated that the loss for the nine months ended March 31, 2005 will be
approximately $(12,600,000) as compared to $(183,681) for the same period of
2004. The significant expenditures include a $9,000,000 charge for impairment of
goodwill generated as a result of the March 2005 settlement with the former
minority shareholder of the subsidiary, interest expense of $1,324,733 because
of a greater amount of indebtedness outstanding during the period, $650,000 for
the contribution of 200,000 shares of LTI's Series A common stock to Lifeline
Orphan Foundation and expenses relating to the substantially greater activities
in which LTI engaged during the period since the completion of the October 2004
reorganization.
Lifeline Therapeutics, Inc. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated this 16th day of May, 2005
By: /s/ William J. Driscoll, CEO
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William J. Driscoll, CEO