SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                               
                                   FORM 12b-25
                                                                                
                           NOTIFICATION OF LATE FILING

                             COMMISSION FILE NUMBER
                                     0-20722

(Check One):|X| Form 10-K |_|Form 20-F |_|Form 11-K | | Form 10-Q| _| Form N-SAR
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                                  CUSIP NUMBER
                                    651362105

     For Period Ended: 1/31/98
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     [ ] 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: 
                                     ----------------------
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  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.
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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
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Full Name of Registrant

Newgold, Inc.
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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

35265 Willow Avenue
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City, State and Zip Code

Clarksburg, CA  95612
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PART II -- RULE 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 appropriate box.)

  |_|   (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, Form 20-F,  Form 11-K,  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 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 why the Form 10-K, 11-K, 20-F 10-Q,  N-SAR, or
the  transition  report  or  portion  thereof,  could  not be filed  within  the
prescribed time period. (Attach Extra Sheets if Needed.)

     See attached.

PART IV--OTHER INFORMATION

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

    Michael M. Kessler, Corporate Counsel         916-665-1840
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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 the 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.

                                  Newgold, 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    April 30, 1998         By  /s/Michael M.Kessler
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                               Michael M.Kessler, Corporate Counsel

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 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 or apply for an  adjustment  in filing date pursuant to Rule
    13(b) of Regulation S-T.

United States Securities and Exchange Commiaaion
Form 12b-25


                              PART III - NARRATIVE

     Registrant's 10-KSB will be filed late because the financial audit of the

Company has not yet been completed and the text remains under review by the

Company's auditors.