SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-28861

                           NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-KSB  |_| Form 11-K  |_| Form 20-F  |_| Form 10-QSB
             |_|  Form N-SAR

For Period Ended: December 31, 2005

|_| Transition Report on Form 10-KSB
|_| 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.

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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

INTERNATIONAL STAR, INC.
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Full Name of Registrant

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Former Name if Applicable

2405 Ping Drive
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Address of Principal Executive Office (Street and Number)

Henderson, NV  89074
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City, State and Zip Code

PART II. RULE 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)

      (a)   | X | The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

      (b)   | X | The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F, Form 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;
            and

      (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.)

      Form 10-KSB for International Star, Inc. could not be filed within the
      prescribed period because the Company's independent accountants had not
      completed their review of the Company's financial statements. The Company
      expects to file its Form 10-KSB by April 14, 2006.



PART IV. OTHER INFORMATION

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

Mr. Denny Cashatt                                          (702) 897-5338
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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?
|_| Yes |X| No

                  INTERNATIONAL STAR, 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 March 30, 2006      By:  /s/Dottie W. McNeely
                              -------------------------------
                              Dottie W. McNeely,
                              Secretary, Treasurer and Chief Financial Officer

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 person
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 INSTRUCTIONS

1.    This form is required by Rule 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
      hereto 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 amended 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 or apply for an adjustment in filing date
      pursuant to Rule 13(b) of Regulation S-T. (Form 12b-25-07/99)