U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):

     [X] Form 10KSB [ ] Form 20F [ ] Form 11K [ ] Form 10QSB [ ] Form N-SAR

                         For Period Ended: May 31, 2006

                      [ ] Transition Report on Form 10-KSB
                      [ ] Transition Report on Form 20-F
                      [ ] Transition Report on Form 11-K
                      [ ] Transition Report on Form 10-QSB
                      [ ] 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:

Not applicable.

________________________________________________________________________________

PART I - REGISTRANT INFORMATION
________________________________________________________________________________

Full Name of Registrant:            Revelstoke Industries, Inc.

Former Name if Applicable:

Address of Principal Executive
Office (Street and Number):         14977 21st Avenue

City, State and Zip Code:           Surrey, British Columbia
                                    Canada V4A 8G3

________________________________________________________________________________

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)

[ ]  (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 or 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 or 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

[ ]  (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-QSB or N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.

         Management of Revelstoke Industries, Inc., a Nevada corporation (the
"Company"), deems additional time is appropriate and necessary to file its
annual report on Form 10-KSB due to the recent change in the Company's
independent public accountants to ensure that full and complete information is
provided by the Company to its newly engaged independent public accountants for
preparation and audit of its financial statements for fiscal year ended May 31,
2006.

________________________________________________________________________________

PART IV - OTHER INFORMATION
________________________________________________________________________________

     (1)  Name and telephone number of person to contact in regard to this
          notification: Diane D. Dalmy  303.985.9324.

     (2)  Have all other period  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(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

          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.

________________________________________________________________________________

                           REVELSTOKE INDUSTRIES, INC.
                  ____________________________________________
                  (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 29, 2006                 By: /s/ MARCUS JOHNSON
      _______________                 ___________________________________
                                              Marcus Johnson
                                              President/Chief
                                              Executive 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)