UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-KSB [X] Form 20-F SEC FILE NUMBER
[_] Form 11-K [_] Form 10-Q [ ] Form N-SAR 0-50894
For Period Ended: December 31, 2004
[_] Transition Report on Form 10-K CUSIP NUMBER
[_] Transition Report on Form 20-F 95828P 10 4
[_] 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 Instruction (on back page) Before Preparing Form. Please Print or Type.
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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
Western Goldfields, Inc.
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Full Name of Registrant
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Former Name if Applicable
961 Matley Lane, Suite 120
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Address of Principal Executive Office (Street and Number)
Reno, Nevada 89502
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City, State and Zip Code
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-K, 20-F, 11-K, 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
(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 Forms 10-KSB, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
Western Goldfields, Inc. (the "Company") is unable to file its Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2004 without unreasonable
effort or expense due to the inability of the Company's independent auditors to
complete the audit of such financial statements, for the reasons discussed
below. As previously disclosed in the Company's Current Report on Form 8-K filed
on December 8, 2004, the Company engaged HJ & Associates, L.L.C. as its
independent accountant in December 2004. This is a new engagement for HJ &
Associates, which is unable to complete its review in a timely manner to file
the Annual Report on Form 10-KSB. Until HJ & Associates has completed its review
and issued its report on the Company's financial statements for the period ended
December 31, 2004, it is not feasible for management to file its Annual Report
on Form 10-KSB in a timely manner without unreasonable effort or expense, nor
can a reasonable estimate of the Company's results for the period be made.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas K. Mancuso (775) 337-9433
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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 answer is no,
identify report(s) Yes [X] No [_]
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(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.
See Attachment I to this Form 12b-25
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Western Goldfields, 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
hereunto duly authorized.
Date: March 31, 2005 By: /s/ Becky Corigliano
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Becky Corigliano
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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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
thereto 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 (ss.232.201 or ss.232.202 of this Chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
ATTACHMENT I
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The Company began its operation of the Mesquite Mine in November 2003. As
a result, the Company's operating profile between the periods prior to and
following November 2003 changed significantly. Prior to November 2003, the
Company primarily concentrated its business on the acquisition of properties and
raising funds to advance its business. After the acquisition of the Mesquite
Mine, the Company has dedicated the majority of its expenditures to retrieve
gold from heap leach pads or from new mining and processing at the Mesquite
Mine. The Company did not earn any revenues from operations from the period when
it emerged from dormancy in April 1999 through the year ended December 31, 2003
and had a net loss of approximately $3.8 million for the year ended December 31,
2003. The Company expects to report net revenues from the sale of gold produced
from the Mesquite Mine and net loss for the year ended December 31, 2004.