-----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, R77n4q+Yi1diZO/ybprrZOCB8P+1ZuqBOPpdb58mI41brZ7dhnQ8syAGlDvDmGZ0 X9kUV+X0SIfj7YiDnqPM/Q== 0000909012-07-001162.txt : 20070814 0000909012-07-001162.hdr.sgml : 20070814 20070814171612 ACCESSION NUMBER: 0000909012-07-001162 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 EFFECTIVENESS DATE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gold Run Inc. CENTRAL INDEX KEY: 0001383290 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 204919927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-139412 FILM NUMBER: 071056827 BUSINESS ADDRESS: STREET 1: 330 BAY STREET STREET 2: SUITE 820 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 BUSINESS PHONE: 14163630151 MAIL ADDRESS: STREET 1: 330 BAY STREET STREET 2: SUITE 820 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 NT 10-Q 1 t303654.txt ------------------------------- OMB APPROVAL OMB NUMBER: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ........2.50 ------------------------------- SEC FILE NUMBER 333-139412 ------------------------------- CUSIP NUMBER 380710103 ------------------------------- COMMISSION FILE NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-KSB [ ] Form 20-F [X] Form 10-QSB [ ] Form N-SAR For Period Ended: March 31, 2007 [ ] 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 COMMISSIONS HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. If the notification relates to a portion of the filing checked above, identify the items(s) to which the notification relates: PART I REGISTRANT INFORMATION GOLD RUN INC. ------------------------------------------ Full Name of Registrant: ------------------------------------------ Former Name if Applicable 330 BAY STREET, SUITE 820 ------------------------------------------ Address of Principal Executive Office (Street and Number) TORONTO, ONTARIO M5H-2S8 CANADA ------------------------------------------ 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) [x] (a) The reason 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, Form 20-F, 11-K, Form N-SAR, or Form N-CSR, 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 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. EXPLANATION: On May 14, 2007, the Commission declared effective the Registrant's Registration Statement on Form SB-2. On June 27, 2007, the Registrant filed Post-Effective Amendment No. 1 to its original registration statement. Among other changes, Post-Effective Amendment No. 1 changed the structure of the Registrant's initial public offering from an $8 million all-or-none into a $3 million / $8 million mini-max. On July 12, 2007 the Registrant filed a sticker amendment extending the offering period until August 12, 2007. On July 20, 2007 the Registrant filed a sticker amendment indicating that it has achieved its minimum offering as of July 19, 2007. Shortly thereafter, the Securities and Exchange Commission took the position that because the Registrant accepted subscriptions prior to Post-Effective Amendment No. 1 being declared effective, the Registrant was required to return all funds received from subscribers, file a new post-effective amendment, and seek to have it declared effective. Since then, the Registrant has been devoting its full attention to refunding all monies received in connection with its initial public offering, preparing Post-Effective Amendment No. 4 and executing its contingency plan regarding the financing of its operations until such time as Post-Effective Amendment No. 4 is filed and declared effective. Accordingly, it has been unable to devote the resources necessary to prepare and file by August 14, 2007 the Form 10-QSB for the period ending June 30, 2007. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification (Name) (Area Code) (Telephone Number) Daniel Tepper, Esq. 212 490-3232 ------------------- ----------- ------------------ (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). [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. GOLD RUN 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: August 14, 2007 By: /s/ JOHN M. PRITCHARD --------------------------- Name: John M. Pritchard Title: 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 filed with the form. ATTENTION INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----