UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):     Form 10-K         Form 20-F       Form 11-K       Form 10-Q      Form N-SAR

For Period Ended: December 31, 2005

For Period Ended:

  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:                                                          

Read Instruction (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.

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

Full Name of Registrant
Western Goldfields, Inc.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)
1575 Delucchi Lane, Suite 116

City, State and Zip Code
Reno, Nevada 89502

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;
(b) [X]	The subject annual report, semi-annual report, transition report on Form 10-K, 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 of 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 12-b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On February 13, 2006 the Registrant appointed a new senior management team, including a new principal executive officer and principal financial and accounting officer. As a result the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2005 could not be filed within the prescribed time period because the Registrant was unable to complete its review of the Form 10-KSB without unreasonable effort or expense.  The Registrant represents that the Form 10-KSB will be filed by no later than the 15th day following the date on which the Form 10-KSB was due.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brian Penny	(416)	324-6002
(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     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     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 results cannot be made.

Western Goldfields, 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    March 30, 2006	By  /s/ Brian Penny
	Brian Penny, Chief Financial Officer