-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HgZndtkWrUSMWJCouNQc0qHY7Vqt9fIrXuiGx20MctGIT7t08Vrb9Zh+bHZQ2Xmh mRo4Px5v4yiWT5AVFPFZAQ== 0001144204-05-009983.txt : 20050401 0001144204-05-009983.hdr.sgml : 20050401 20050401110129 ACCESSION NUMBER: 0001144204-05-009983 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 EFFECTIVENESS DATE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GOLDFIELDS INC CENTRAL INDEX KEY: 0001208038 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 383661016 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50894 FILM NUMBER: 05723449 BUSINESS ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7753379433 MAIL ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 NT 10-K 1 v015483_nt10k.txt 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: ___________________ ================================================================================ 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 Western Goldfields, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 961 Matley Lane, Suite 120 - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Reno, Nevada 89502 - -------------------------------------------------------------------------------- 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 ------------------- ----------------- -------------------- (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 [_] - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- 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 31, 2005 By: /s/ Becky Corigliano ------------------------ ---------------------------------- 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 ================================================================================ INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). ================================================================================ 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 ------------ 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. EX-99.1 2 v015483_ex99-1.txt Exhibit 99.1 RSM McGladrey Network An Independently Owned Member 50 South Main Street, Suite 1450, Salt Lake City, Utah 84144 Telephone (801) 328-4408 Fax (901) 328-4461 HJ & Associates, L.L.C. CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS March 30, 2005 Western Goldfields, Inc. 961 Marley Lane, Suite 120 Reno, Nevada 89502 We have been unable to complete the audit of the December 31, 2004 financial statements of Western Goldfields, Inc. and Subsidiaries in order for the Company to file its Form 10KSB on a timely basis. As you are aware and as reported on Form 8-K, our firm was recently retained as the Company's independent registered public accounting firm. We are in the process of securing additional information and documentation from the Company's previous independent registered public accounting firm that is necessary for us to complete our audit procedures. In addition we have had unforeseen scheduling and logistical issues that have contributed to the delay in completing the audit. It is our expectation that the audit will be completed in sufficient time for the Company to file its December 31, 2004 Form 10KSB on or before April 15, 2005. Sincerely, /s/ HJ & Associates, LLC HJ & Associates, LLC -----END PRIVACY-ENHANCED MESSAGE-----