<PAGE> 1
SEC FILE NUMBER
033-07773-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP NUMBER
35728C 10 O
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 20-F /X/Form 10-Q / / Form N-SAR
For Period Ended: March 31, 1997
______________
/ / 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 Instructions (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.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Fremont Gold Corporation
________________________________________________________________________________
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
777 Hornby Street, Suite 2000
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Vancouver, B.C., Canada, V6Z 1S4
________________________________________________________________________________
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)
(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, Form 20-F, 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 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, 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)
(ATTACH EXTRA SHEETS IF NEEDED)
<PAGE> 2
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward M. Topham 604 682-4606
___________________________ ________________ ___________________
(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 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.
________________________________________________________________________________
Fremont Gold Corporation
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 14, 1997 By /s/ Edward M. Topham
____________________________________ _____________________________
Edward M. Topham
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 this 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).
- -------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 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.
<PAGE> 3
FREMONT GOLD CORPORATION
ATTACHMENT TO
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD ENDING MARCH 31, 1997
CUSIP NO: Common Stock 35728C 10 O
PART III - NARRATIVE
The last day for Fremont Gold Corporation (the "Company") to
timely file its Form 10-QSB for the fiscal quarter ended March 31, 1997 (the
"Form 10-QSB"), without filing a Form 12b-25, was May 15, 1997.
During the quarter ended March 31, 1997, the Company acquired
new accounting software for purposes of producing its financial statements. The
Company proceeded to input all of its financial information for the current
fiscal year into the new system. After this input, the Company attempted to
retrieve trial balances from the system, but was unable to do so. The software
manufacturer's representatives and consultants were contacted and came to the
Company's premises to determine the cause of the malfunction. Because these
individuals were unable to determine the cause of the problem, the Company
directly contacted the software manufacturer for guidance. During the week of
May 5, 1997, the software manufacturer's employees were on the Company's site to
locate and correct the bug in the software system. These individuals determined
that the cause of the problem was an error in setup related to translation of
the Company's transactions in foreign currency. As of May 12, 1997, the Company
believes that the bug has been corrected and is now in the process of completing
its financial statements for the fiscal quarter ended March 31, 1997. These
delays were unavoidable and the Company used all of its diligence to obtain an
expedited resolution to the software problem. Unfortunately, because the
expertise of the software manufacture was required to correct the problem,
delays were experienced.
The Company will file the Form 10-QSB on or before May 20,
1997.
PART IV - OTHER INFORMATION
At March 31, 1996 the Company did not have any material operations. In
June 1996 there was a change in control of the Company. Following this change in
control the Company began to implement its current business plan which includes
the acquisition, exploration and development of mineral properties, primarily
gold and copper properties located in Latin America. The financial statements
for the quarter ended March 31, 1997 will reflect these operations.
