U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
33-28562
CUSIP NUMBER
891535106
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
[X] Form 10-KSB
[ ] Transition Report on Form 10-K
[ ] 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: ______________
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:
PART I--REGISTRATION INFORMATION
Full Name of Registrant: Toucan Gold Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
26 Wellington Street East
Suite 905
Toronto, Ontario
Canada M5E 152
(City, State and Zip Code)
CORPDAL:63792.1 29976-00001
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] (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-K, 20-F, 11-K, 10-Q or 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-Q, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
[X] (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 annual report, quarterly
report, transition report on Form 10-K, 20-F, 11-K, 10-Q or N-SAR or portion
thereof could not be filed within the prescribed period.
Grant Thornton, L.L.P., independent certified accountants and auditors
to Toucan Gold Corporation, were not able to obtain certain information
necessary to provide certified financial statements to Toucan Gold Corporation
for the year ended December 31, 1996 in sufficient time to permit the filing
within the prescribed period of time its annual report on Form 10-KSB. A copy of
the statement of Grant Thornton, L.L.P. stating why that firm was unable to
furnish the required financial statements by March 31, 1997 is attached hereto.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Douglas Scharf (416) 350-3657
(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
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.
[The Rest of this Page is Intentionally Blank]
CORPDAL:63792.1 29976-00001
Toucan Gold Corporation
(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 31, 1997 By:/s/ Oliver Lennox-King
-----------------------
Oliver Lennox-King,
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 field with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
CORPDAL:63792.1 29976-00001