UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
Commission File Number
000-50103
NOTIFICATION OF LATE FILING
(Check
One):
[
] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form 10-D
[
] For N-SAR [ ] Form N-CSR
For
Period Ended:
April 30, 2008
[
] 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 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, the forensic audit of the Brazilian
operations of International Gold Resources, Inc. (the “Company”) has now been
completed. This audit occurred after the management of the Company, in
October 2007, 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. The forensic audit determined that the financial
statements for the Company will need to be restated for fiscal years 2005, 2006,
and 2007.
Under the direction of Robert L. Dumont, the Company’s President
and Chief Executive Officer, the Company is reconciling the results of the
forensic audit with the historical financials of its North American operations.
Upon completion of the reconciliation process, the Company will be
restating 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-Q for the quarter ended April 30, 2008 has imposed time constraints that
have rendered timely filing of Form 10-Q impracticable without undue hardship
and expense to the Company. The Company undertakes the responsibility to
file the second quarterly report for 2008 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, its required Form 10-K for the year ended October 31, 2007, and
its required Form 10-Q for the three months ended January 31, 2008.
(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:
June
18, 2008
By:
/
s/
Nathan M. Longenecker
Nathan
M. Longenecker
Vice
President and General Counsel