International Gold Resources, Inc. - Notification that Quarterly Report will be submitted late (NT 10-Q)
15 September 2008 - 3:00PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 000-50103
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NOTIFICATION OF LATE FILING
(Check
one):
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o
Form 10-K
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o
Form 20-F
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o
Form 11-K
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x
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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July 31, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition
Period Ended:
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Read Instructions (on back
page) 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:
PART I REGISTRANT INFORMATION
International
Gold Resources, Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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7200 S.
Alton Way, Suite A-250
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Address of
Principal Executive Office
(Street and
Number)
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Centennial,
Colorado 80112
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City, State and
Zip Code
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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
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(a)
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The reason
described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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o
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(b)
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The subject
annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
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-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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o
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(c)
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The accountants
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10
-
K, 20
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F, 11
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K, 10
-
Q, 10
-
D, N
-
SAR, N
-
CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
International Gold Resources, Inc. (the
Company), under the direction of its President and Chief Executive Officer,
Robert L. Dumont, is reconciling the results of its completed forensic audit
with the historical financials of its North American operations. As previously
reported, the forensic audit of the Companys Brazilian operations commenced
after management, in October 2007, uncovered potential fraudulent acts and
misdeeds against the Company dating back to the filing of Form 10-KSB for the
period ending October 30, 2005. Upon completion of the reconciliation process,
the Company will be restating all of its financial statements filed since the
Companys reverse merger into Montpellier Group, Inc. on August 19, 2005.
Because the Companys financial statements will
need to be restated for fiscal years 2005, 2006, and 2007, the compilation,
dissemination, and review of the information required to complete Form l0-Q for
the quarter ended July 31, 2008 has imposed time constraints that have rendered
timely filing of Form 10-Q impracticable without undue hardship and expense to
the Company. The Company undertakes the responsibility to file the third
quarterly report for 2008 when the aforementioned restatements have been
completed, but cannot state with certainty a date of resolution.
The Company is working as quickly as possible
to return to current filing status and will notify the SEC and investors as
soon as the financial statements have been compiled and restated.
(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and
telephone number of person to contact in regard to this notification
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Robert L. Dumont
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(720)
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529-4855
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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 answer is no, identify
report(s).
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o
Yes
x
No
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The Company failed to file its required Form 10-Q for the three months
ended January 31, 2007 after discovering that it was no longer a small
business issuer as of November 1, 2006, which occurred after the filing of its
Form 10-QSB for the three months ended January 31, 2007 on March 19, 2007, as
amended on March 20, 2007. The Company also failed to file its required Forms 10-Q
for the three months ended April 30, 2007 and July 31, 2007, respectively, its
required Form 10-K for the year ended October 31, 2007, and its required Form
10-Q for the three months ended January 31, 2008 and April 30, 2008.
(3)
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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?
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x
Yes
o
No
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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.
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Refer to Part III Narrative.
International Gold Resources, Inc.
(Name of Registrant as
Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date
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September 15,
2008
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By
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/s/ Nathan M. Longenecker
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Nathan M. Longenecker
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Vice President and General Counsel
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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 representatives authority to sign on
behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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