TOUCAN GOLD CORP
NT 10-Q, 1996-11-15
BLANK CHECKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                                 SEC FILE NUMBER
                                    33-28562



                                  CUSIP NUMBER
                                    891535106

                                  (Check One):


                     [ ] Form  10-K [ ] Form  20-F [ ] Form 11-K
                     [X] Form 10-QSB [ ] Form N-SAR For Period
                     Ended: September 30, 1996



                  [  ]     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
         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:  Toucan Gold Corporation

         Former Name if Applicable:  [N/A]

         Address of Principal Executive Office (Street and Number)

                                8201 Preston Road
                                    Suite 600
                               Dallas, Texas 75225
                           (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 reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

CORPDAL:57910.1  29976-00001

<PAGE>



[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K, 10-QSB 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 annual  report,  quarterly
report,  transition  report on Form 10-K, 20-F, 11-K, 10-QSB or N-SAR or portion
thereof could not be filed within the prescribed period.

         The Company has recently undertaken a major financing effort,  pursuant
to Regulation S of the United States  Securities Act of 1933, as amended,  which
needs to be reflected in the Form 10-QSB.  Hence,  timely  filing of Form 10-QSB
was delayed in order to appropriately reflect this financing effort.






PART IV--OTHER INFORMATION


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

  Robert P. Jeffcock                 (214)                      890-8065
    (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.




                 [The Rest of this Page is Intentionally Blank]

CORPDAL:57910.1  29976-00001

<PAGE>


                             Toucan Gold Corporation
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date:  November 15, 1996        By:  /s/ Robert P. Jeffcock
                                     -------------------------
                                     Robert P. Jeffcock, 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 field with the form.


                                    ATTENTION

 Intentional misstatements or omissions of fact constitute Federal Criminal 
 Violations (See 18 U.S.C. 1001).


CORPDAL:57910.1  29976-00001



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