UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
Commission File Number 000-50103
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [
] Form 11-K [ ] Form 10-Q and form 10-QSB [
] For N-SAR
For Period Ended: October 31, 2007
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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:
PART I REGISTRATION INFORMATION
Full
name of registrant:
International
Gold Resources, Inc.
Address
of principal executive office:
7200
S. Alton Way, Suite A-250
Centennial,
Colorado 80112
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;
[ ]
(b)
The subject annual report, semi annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15
th
calendar day following the prescribed due date; or
the subject quarterly report or transition report on the 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
As previously reported, in October 2007 the management of
International Gold Resources, Inc. (the “Company”) uncovered a number of
potential fraudulent acts and misdeeds against the Company dating back to the
filing of Form 10-KSB for the period ending October 30, 2005. More specifically,
the possible fraudulent acts and misdeeds discovered included a failed
acquisition of Uniworld Mineracao Ltda., a default under the agreement with
Cooperativa de Mineracao dos Garimpeiros do Lourenco, and questions concerning
the Company's title to certain equipment purchased for the Brazilian operations.
Following this discovery, the Company informed its independent accountants
and launched a forensic audit of its Brazilian operations in order to resolve
these issues as expeditiously as possible.
The forensic audit of the Company’s Brazilian operations has now
been completed. Rodolfo Michels, Vice President of Brazilian Operations,
has reviewed the audit and determined that the financial statements for the
Company will need to be restated for fiscal years 2005, 2006, and 2007.
However, the forensic audit indicated that no past fraudulent acts or
misdeeds negatively impact or call into question the Company's title and right
to its Cupixi claim block in the State of Amapa, Brazil.
The Company must restate all of its financial statements filed
since the Company's reverse merger into Montpellier Group, Inc. on August 19,
2005. As a result, the compilation, dissemination, and review of the
information required to complete Form 10-K for the fiscal year ended October 31,
2007 has imposed time constraints that have rendered timely filing of Form 10-K
impracticable without undue hardship and expense to the Company. The
Company undertakes the responsibility to file the 2007 fiscal annual report 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.
PART IV OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this modification:
Robert
L. Dumont
(720)
529-4855
(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).
[ ]
Yes
[X]
No
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.
(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?
[X]
Yes
[ ]
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.
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 thereunto duly authorized.
Date:
January 29, 2008
By:
"Robert L. Dumont"
Robert L. Dumont
President & Chief Financial Officer