SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-28861

                           NOTIFICATION OF LATE FILING

(Check One):      {  } Form 10-KSB {_} Form 11-K {_} Form 20-F {x} Form 10-QSB
                  {_}  Form N-SAR

For Period Ended: June 30, 2006

[ ] 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: ___________________

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-QSB 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-QSB by August 21, 2006.


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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: August 14, 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.


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                                    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)

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