U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
33-28562
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(Check One):
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CUSIP NUMBER
891535106
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[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR
[ ] Form 10-KSB For Period Ended: June 30, 1999
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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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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--REGISTRATION INFORMATION
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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)
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PART II--RULES 12B-25 (B) AND (C)
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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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-KSB, 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-QSB, 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.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why annual report, quarterly
report, transition report on Form 10-KSB, 20-F, 11-K, 10-QSB or N-SAR or portion
thereof could not be filed within the prescribed period.
The Company has recently divested itself of substantially all of its
assets relating to its primary industry of mining pursuant to the sale of the
shares of its principal mining subsidiary to Minmet Plc. In addition, the
Company has announced the proposed spin-off of Toucan Mining Limited, its wholly
owned subsidiary that owns the Company's remaining mining interests. Moreover,
the Company has completed the acquisition of a company engaged in the Internet
industry. Each of these transactions are reported in Forms 8-K filed with the
Securities and Exchange Commission. As a result of these substantial changes in
the Company's business operations, the Company must prepare significant
additional disclosure to describe such transactions and its new Internet
business and to otherwise comply with the Commission's Exchange Act reporting
requirements.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
L. Clark Arnold (520) 742-0991
(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?
[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.
Toucan Gold Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 17, 1999 By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock
President and 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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ATTACHMENT WITH RESPECT TO PART IV. QUESTION 3.
As described in the Part III Narrative, the Company has recently sold
substantially all of its mining, and mining-related, assets to Minmet Plc, an
Irish Company, through the sale of the shares of one of the Company's
wholly-owned subsidiaries. As a result of the sale, the Company recognized an
extraordinary one-time gain of approximately $800,000 during the period ended
June 30, 1999. Such gain will increase the Company's reported income
substantially when compared to the Company's income during the comparable period
of 1998.
