Amendment No. 3 to SC 13/G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeEwP+QYgdIcYtVbLv79AYl2lBQ/YMrmpU/7Q87zntMmuca238zBoF6VcLRqE3Va WguQnfwMTM6HIFuyd0GDhA== 0001193125-04-024511.txt : 20040217 0001193125-04-024511.hdr.sgml : 20040216 20040217112933 ACCESSION NUMBER: 0001193125-04-024511 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: MICHAEL ALEN-BUCKLEY GROUP MEMBERS: RAB CAPITAL LIMITED GROUP MEMBERS: RAB EUROPE FUND LIMITED GROUP MEMBERS: RAB PARTNERS LIMITED GROUP MEMBERS: WILLIAM PHILIP RICHARDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFESTREAM TECHNOLOGIES INC CENTRAL INDEX KEY: 0001029738 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 820487965 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56363 FILM NUMBER: 04605159 BUSINESS ADDRESS: STREET 1: 510 CLEARWATER LOOP STREET 2: STE 101 CITY: POST FALLS STATE: ID ZIP: 83854 BUSINESS PHONE: 2084579409 MAIL ADDRESS: STREET 1: 510 CLEARWATER LOOP STREET 2: SUITE 101 CITY: POST FALLS STATE: ID ZIP: 83854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAB CAPITAL LTD CENTRAL INDEX KEY: 0001130228 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NO. 1 ADAM ST. STREET 2: WC2N 6LE CITY: LONDON UK BUSINESS PHONE: 011442073897003 MAIL ADDRESS: STREET 1: NO. 1 ADAM ST. STREET 2: WC2N 6LE CITY: LONDON UK SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 3 TO SC 13/G Amendment No. 3 to SC 13/G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Lifestream Technologies, Inc.

(Name of Issuer)

Common Stock, Par Value, $.001

(Title of Class of Securities)

53219K101

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 10



CUSIP No. 53219K101	13G	Page 2 of 10 Pages



1.		Name of Reporting Person S.S. or I.R.S. Identification No. of above person Name RAB Europe Fund Limited

2.		Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

$5,020,000 in principal amount of Convertible Term Notes

(convertible into up to 50,200,000 shares of Common Stock)¹^/ ²^/

7. Sole Dispositive Power

8. Shared Dispositive Power

See Row 6 above.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares¹^/ ²^/ x

11.		Percent of Class Represented by Amount in Row (9) Up to 9.9% as of the date of filing this statement. ²^/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Row 6 above.)

12.		Type of Reporting Person* CO

¹^/

The Convertible Term Notes, as amended and restated, generally are convertible at the rate of 1 share of Common Stock for each $0.10 amount of principal amount of the Convertible Term Notes plus any accrued and unpaid interest and Registration Delay Payments (as defined in the Registration Rights Agreement between the Issuer and the Reporting Person) on such principal amount. Any shares of Common Stock into which any such accrued and unpaid interest or Registration Delay Payments may be converted are not reported as beneficially owned herein.

²^/	Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.

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CUSIP No. 53219K101	13G	Page 3 of 10 Pages



1.		Name of Reporting Person S.S. or I.R.S. Identification No. of above person Name RAB Partners Limited

2.		Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

$5,020,000 in principal amount of Convertible Term Notes

(convertible into up to 50,200,000 shares of Common Stock)¹^/ ²^/

7. Sole Dispositive Power

8. Shared Dispositive Power

See Row 6 above.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares¹^/ ²^/ x

11.		Percent of Class Represented by Amount in Row (9) Up to 9.9% as of date of filing this statement. ²^/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Row 6 above.)

12.		Type of Reporting Person* CO

¹^/

²^/	Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.

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CUSIP No. 53219K101	13G	Page 4 of 10 Pages



1.		Name of Reporting Person S.S. or I.R.S. Identification No. of above person Name RAB Capital Limited

2.		Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

$5,020,000 in principal amount of Convertible Term Notes

(convertible into up to 50,200,000 shares of Common Stock)¹^/ ²^/

7. Sole Dispositive Power

8. Shared Dispositive Power

See Row 6 above.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares¹^/ ²^/ x

11.		Percent of Class Represented by Amount in Row (9) Up to 9.9% as of the date of filing this statement. ²^/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Row 6 above.)

12.		Type of Reporting Person* CO

¹^/

²^/	Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.

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CUSIP No. 53219K101	13G	Page 5 of 10 Pages



1.		Name of Reporting Person S.S. or I.R.S. Identification No. of above person Name William Philip Richards

2.		Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

$5,020,000 in principal amount of Convertible Term Notes

(convertible into up to 50,200,000 shares of Common Stock)¹^/ ²^/

7. Sole Dispositive Power

8. Shared Dispositive Power

See Row 6 above.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares¹^/ ²^/ x

11.		Percent of Class Represented by Amount in Row (9) Up to 9.9% as of the date of filing this statement. ²^/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Row 6 above.)

12.		Type of Reporting Person* IN

¹^/

²^/	Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.

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CUSIP No. 53219K101		13G		Page 6 of 10 Pages



1.		Name of Reporting Person S.S. or I.R.S. Identification No. of above person Name Michael Alen-Buckley

2.		Check the Appropriate Box if a Member of a Group* (a) x (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

$5,020,000 in principal amount of Convertible Term Notes

(convertible into up to 50,200,000 shares of Common Stock)^{1/ 2/}

7. Sole Dispositive Power

8. Shared Dispositive Power

See Row 6 above.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares^1/ 2/ x

11.		Percent of Class Represented by Amount in Row (9) Up to 9.9% as of the date of filing this statement.^2/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Row 6 above.)

12.		Type of Reporting Person* IN

^1/

^2/	Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.

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CUSIP No. 53219K101		13G		Page 7 of 10 Pages


Item 1(a)	Name of Issuer: Lifestream Technologies, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices: 510 Clearwater Loop, Suite 101 Post Falls, Idaho 83854

Item 2(a)	Name of Person Filing

Item 2(b)	Address of Principal Business Office

Item 2(c)	Citizenship

	RAB Europe Fund Limited P.O. Box 265 GT Walker House Mary Street George Town, Grand Cayman Cayman Islands company RAB Partners Limited P.O. Box 265 GT Walker House Mary Street George Town, Grand Cayman Cayman Islands company RAB Capital Limited No. 1 Adam Street London W2CN 6LE United Kingdom United Kingdom company William Philip Richards No. 1 Adam Street London W2CN 6LE United Kingdom United Kingdom citizen Michael Alen-Buckley No. 1 Adam Street London W2CN 6LE United Kingdom United Kingdom citizen

Item 2(d)	Title of Class of Securities:

	Common Stock, par value $.001 per share

Item 2(e)	CUSIP Number: 53219K101

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act;

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CUSIP No. 53219K101		13G		Page 8 of 10 Pages

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x



Item 4	Ownership:

	RAB Europe Fund Limited RAB Partners Limited RAB Capital Limited William Philip Richards Michael Alen-Buckley

	(a)	Amount beneficially owned:

		$5,020,000 of principal amount Convertible Term Notes (convertible into up to 50,200,000 shares of Common Stock) ¹^{/ 2/}

	(b)	Percent of class:

		Up to 9.9% as of the date of filing this statement. ²^/ (Based on 101,000,434 shares of Common Stock issued and outstanding as of December 23, 2003, plus the Common Stock issuable upon the conversion of the Convertible Term Notes referred to in Item 4(a) above.)

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: See item (a) above.

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: See item (a) above.

Page 8 of 10


CUSIP No. 53219K101		13G		Page 9 of 10 Pages

^1/

^2/

Pursuant to the terms of the Convertible Term Notes, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.



Item 5		Ownership of Five Percent or Less of a Class: Not Applicable.

Item 6		Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.

Item 8		Identification and Classification of Members of the Group: Not Applicable.

Item 9		Notice of Dissolution of Group: Not Applicable.

Item 10		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 9 of 10


CUSIP No. 53219K101		13G		Page 10 of 10 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 17th day of February, 2004


RAB EUROPE FUND LIMITED			RAB CAPITAL LIMITED

By:	RAB Capital Limited, its Investment Manager		By:	/s/ William Philip Richards
				William Philip Richards, Managing Director

	By:	/s/ William Philip Richards
		William Philip Richards, Managing Director

RAB PARTNERS LIMITED			MICHAEL ALEN-BUCKLEY

By:	/s/ William Philip Richards
	William Philip Richards, Director		/s/ Michael Alen-Buckley

WILLIAM PHILIP RICHARDS

/s/ William Philip Richards

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