Nevada Gold & Casinos (UWN) 10-Q 2011 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal period ended October 31, 2010

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from_______________________ to ___________________________

Commission file number 1-15517

Nevada Gold & Casinos, Inc.

(Name of issuer in its charter)

Nevada	88-0142032
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification No.)

50 Briar Hollow
Suite 500W
Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (713) 621-2245

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for any shorter period that the registrant was required to file the reports), and (2) has been subject to those filing requirements for the past 90 days.      x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).   

¨ Yes   x No

The number of common shares outstanding was 12,764,130 as of December 13, 2010.

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets - October 31, 2010 (unaudited) and April 30, 2010	2
	Consolidated Statements of Operations  - Three and Six Months Ended October 31, 2010 (unaudited) and October  31, 2009 (unaudited)	3
	Consolidated Statements of Cash Flows - Six Months Ended October 31, 2010 (unaudited) and October 31, 2009 (unaudited)	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Removed and Reserved	22
Item 5.	Other Information	22
Item 6.	Exhibits	22

FORWARD-LOOKING STATEMENTS

Factors that May Affect Future Results

(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

Certain information included in this Form 10-Q and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company or its representatives) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” or other words or expressions of similar meaning, may identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. Forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations, intentions with respect to the financial condition, results of operations, future performance and the business of the Company, including statements relating to our business strategy and our current and future development plans. These statements may also involve other factors which are detailed in the “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the year ended April 30, 2010 and other filings with the Securities and Exchange Commission.

Although we believe that the assumptions underlying these forward-looking statements are reasonable, any or all of the forward-looking statements in this report and in any other public statements that are made may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this report will be important in determining the Company’s future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this report or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any further disclosures made on related subjects in the Company’s subsequent reports filed with the Securities and Exchange Commission should be consulted.

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Part I. Financial Information

Item 1. Consolidated Financial Statements

Nevada Gold & Casinos, Inc.

Consolidated Balance Sheets

	October 31,			April 30,
	2010			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,550,306		$	3,155,736
Restricted cash		652,557			5,266,938
Accounts receivable		825,434			66,822
Prepaid expenses		1,177,755			475,262
Income tax receivable		1,154,762			1,750,374
Other current assets		286,416			155,796
Total current assets		6,647,230			10,870,928
Investments in development projects		202,253			1,418,789
Investments in development project held for sale		3,373,966			3,437,932
Note receivable - development projects, net of current portion and allowances		1,700,000			1,700,000
Goodwill		16,424,679			10,243,362
Identifiable intangible assets, net of accumulated amortization of $1,230,469 and $729,000 at October 31, 2010 and April 30, 2010		7,983,383			5,101,800
Property and equipment, net of accumulated depreciation of $3,304,868 and $2,978,679 at October 31, 2010 and April 30, 2010, respectively		5,204,324			3,473,051
Deferred tax asset		2,307,017			1,848,419
BVO receivable		4,000,000			4,000,000
Other assets, net of allowances		510,137			376,938
Total assets	$	48,352,989		$	42,471,219
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,887,206		$	1,060,017
Accrued interest payable		70,000			70,000
Other accrued liabilities		1,338,246			687,819
Long-term debt, current portion		76,316			—
Total current liabilities		3,371,768			1,817,836
Long-term debt, net of current portion		15,092,291			10,000,000
Other liabilities		23,541			30,944
Total liabilities		18,487,600			11,848,780
Commitments and contingencies		—			—
Stockholders' equity:
Common stock, $0.12 par value per share; 50,000,000 shares authorized; 13,935,330 shares issued and 12,764,130 shares outstanding at October 31, 2010 and April 30, 2010, respectively		1,672,240			1,672,240
Additional paid-in capital		20,008,595			19,859,966
Retained earnings		18,559,293			19,464,972
Treasury stock, 1,171,200 shares at October 31, 2010 and April 30, 2010, respectively, at cost		(10,369,200	)		(10,369,200	)
Accumulated other comprehensive loss		(5,539	)		(5,539	)
Total stockholders' equity		29,865,389			30,622,439
Total liabilities and stockholders' equity	$	48,352,989		$	42,471,219

The accompanying notes are an integral part of these consolidated financial statements.

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Nevada Gold & Casinos, Inc.

Consolidated Statements of Operations

(unaudited)

	Three Months Ended						Six Months Ended
	October 31,			October 31,			October 31,			October 31,
	2010			2009			2010			2009
Revenues:
Casino	$	12,008,128		$	4,788,536		$	17,767,983		$	8,973,599
Food and beverage		2,936,433			1,234,909			4,278,054			2,348,675
Other		542,514			218,837			768,022			402,871
Management fee		-			250,000			-			500,000
Gross revenues		15,487,075			6,492,282			22,814,059			12,225,145
Less promotional allowances		(1,674,037	)		(751,923	)		(2,474,521	)		(1,427,567	)
Net revenues		13,813,038			5,740,359			20,339,538			10,797,578
Expenses:
Casino		6,392,339			2,071,139			9,022,758			3,955,094
Food and beverage		1,213,057			887,247			1,893,025			1,721,790
Marketing and administrative		3,455,196			1,435,444			5,227,453			2,676,223
Facility		1,137,305			231,183			1,484,979			492,031
Corporate expense		930,906			945,368			2,100,085			2,377,065
Legal expense		64,863			38,710			461,019			103,003
Depreciation and amortization		534,619			517,985			848,458			663,152
Other		333,971			114,382			489,876			223,632
Total operating expenses		14,062,256			6,241,458			21,527,653			12,211,990
Operating loss		(249,218	)		(501,099	)		(1,188,115	)		(1,414,412	)
Non-operating income (expenses):
Gain on sale of assets		-			-			384,414			-
Interest income		44,191			46,559			89,115			105,068
Interest expense		(396,070	)		(225,490	)		(623,858	)		(378,471	)
Amortization of loan issue costs		(11,250	)		(27,770	)		(22,500	)		(59,979	)
Loss before income tax benefit		(612,347	)		(707,800	)		(1,360,944	)		(1,747,794	)
Income tax benefit		215,741			263,685			455,265			602,970
Net loss	$	(396,606	)	$	(444,115	)	$	(905,679	)	$	(1,144,824	)
Per share information:
Net loss per common share - basic	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.09	)
Net loss per common share - diluted	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.09	)
Basic weighted average number of shares outstanding		12,764,130			12,939,130			12,764,130			12,939,130
Diluted weighted average number of shares outstanding		12,764,130			12,939,130			12,764,130			12,939,130

The accompanying notes are an integral part of these consolidated financial statements.

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Nevada Gold & Casinos, Inc.

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended
	October 31,			October 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(905,679	)	$	(1,144,824	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		848,458			663,152
Stock-based compensation		148,629			541,853
Amortization of deferred loan issuance costs		22,500			59,979
Gain on sale/settlement of assets		(384,414	)		-
Deferred income tax benefit		(458,598	)		(60,497	)
Changes in operating assets and liabilities:
Receivables and other assets		(1,081,812	)		(804,942	)
Accounts payable and accrued liabilities		1,024,597			364,891
Net cash used in operating activities		(786,319	)		(380,388	)
Cash flows from investing activities:
Capitalized development costs		(57,196	)		(12,049	)
Collections on notes receivable		-			1,100,000
Purchase of property and equipment		(4,798,450	)		(11,634,130	)
Proceeds from the sale of assets		448,379			-
Net (additions) and deductions of restricted cash		4,614,381			(53,355	)
Net cash provided by (used in) investing activities		207,114			(10,599,534	)
Cash flows from financing activities:
Payments on capital lease		(7,403	)		(6,559	)
Proceeds (repayment) on term loans		(18,822	)		150,000
Deferred loan issuance costs		-			(180,000	)
Net cash used in financing activities		(26,225	)		(36,559	)
Net decrease in cash and cash equivalents		(605,430	)		(11,016,481	)
Cash and cash equivalents at beginning of period		3,155,736			13,834,544
Cash and cash equivalents at end of period	$	2,550,306		$	2,818,063
Supplemental cash flow information:
Cash paid for interest	$	619,151		$	372,466
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	$	5,187,429		$	4,000,000

The accompanying notes are an integral part of these consolidated financial statements.

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Nevada Gold & Casinos, Inc.

Notes to Consolidated Financial Statements

Note 1.   Basis of Presentation

The interim financial information included herein is unaudited. However, the accompanying consolidated financial statements include all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly our Consolidated Balance Sheets at October 31, 2010 and April 30, 2010, Consolidated Statements of Operations for the three and six months  ended October 31, 2010 and October 31, 2009, and Consolidated Statements of Cash Flows for the six months ended October 31, 2010 and October 31, 2009. Although we believe the disclosures in these financial statements are adequate to make the interim information presented not misleading, certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended April 30, 2010 and the notes thereto included in our Annual Report on Form 10-K. The results of operations for the three and six months ended October 31, 2010 are not necessarily indicative of the results expected for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and disclosure of contingent liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, investments, intangible assets and goodwill, property, plant and equipment, income taxes, insurance, employment benefits and contingent liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Certain reclassifications have been made to conform prior year financial information to the current period presentation.  Those reclassifications did not impact working capital, total assets, total liabilities, net loss or stockholders’ equity.

Note 2.   Critical Accounting Policies

Revenue Recognition

In accordance with gaming industry practice, we recognize casino revenues as the net win from gaming activities, which is the difference between gaming wins and losses. Casino revenues are net of accruals for anticipated payouts of progressive jackpots which are recorded as a progressive jackpot liability. Revenues from food, beverage, entertainment, and the gift shops are recognized at the time the related service or sale is performed or made.

The retail value of food and beverage and other services furnished to guests without charge is included in gross revenue and deducted as promotional allowances. We record the redemption of coupons and points for cash as a reduction of revenue. These amounts are included in promotional allowances in the accompanying consolidated statements of operations. The estimated cost of providing such complimentary services that is included in casino expense in the accompanying consolidated statements of operations was as follows:

	Three Months Ended				Six Months Ended
	October 31, 2010		October 31, 2009		October 31, 2010		October 31, 2009
Food and beverage	$	1,176,446	$	176,645	$	1,573,765	$	374,953
Other		5,888		2,856		11,798		6,346
Total cost of complimentary services	$	1,182,334	$	179,501	$	1,585,563	$	381,299

Fair Value of Financial Instruments and Concentrations of Credit Risk 

U.S. generally accepted accounting principles defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: 

 

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Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

 Level 2 - Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 Level 3 - Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. 

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily notes receivable, cash and cash equivalents, accounts receivable and payable, and long term debt. At October 31, 2010, the Company had one note receivable outstanding. This note was issued in connection with a potential gaming project. Management performs periodic evaluations of the collectibility of this note. The Company’s cash deposits are held with large, well-known financial institutions, and, at times, such deposits may be in excess of the federally insured limit.  The recorded value of cash, accounts receivable and payable, approximate fair value based on their short term nature; the recorded value of long term debt approximates fair value as interest rates approximate current market rates.

New Accounting Pronouncements Issued

As of October 31, 2010, there are several new accounting standards and interpretations effective. Below is a discussion of significant standards that may impact us.

Improving Disclosures about Fair Value Measurements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06). This update provides amendments to Topic 820 and requires new disclosures for 1) significant transfers in and out of Level 1 and Level 2 and the reasons for such transfers and 2) activity in Level 3 fair value measurements to show separate information about purchases, sales, issuances and settlements. In addition, this update amends Topic 820 to clarify existing disclosures around the disaggregation level of fair value measurements and disclosures for the valuation techniques and inputs utilized (for Level 2 and Level 3 fair value measurements). The provisions in ASU 2010-06 are applicable to interim and annual reporting periods beginning subsequent to December 15, 2009, with the exception of Level 3 disclosures of purchases, sales, issuances and settlements, which will be required in reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact the Company’s consolidated financial statements.

Exemption from Sarbanes Oxley 404(b)

On July 31, 2010, President Obama signed into law the exemption from Sarbanes Oxley 404(b) for public companies with less than $75 million in market capitalization.   

Note 3. Restricted Cash

During the six months ended October 31, 2010, we maintained approximately $613,000 in Player Supported Jackpot funds which are progressive games that customers fund.  When a jackpot is hit it is paid from these funds.  We also maintain approximately $40,000 of insurance and tax reserve funds in accordance with a lending agreement.  During the three months ended July 31, 2010, we used the $5,000,000 Project Fund for the acquisition of six mini-casinos in Washington State.

  Note 4.   Notes Receivable and BVO Receivable

Notes Receivable

Southern Tier Acquisition II, LLC and Oneida Entertainment, LLC

On June 14, 2007, we sold our membership interest of American Racing to two of our former partners, Southern Tier Acquisition II, LLC (“Southern Tier”) and Oneida Entertainment, LLC (“Oneida”). At April 30, 2009, we had notes receivable of $550,000 from both Southern Tier and Oneida. The notes receivable and accrued interest were paid in full on June 15, 2009.

6

Notes Receivable - Development Projects

From time to time, we make advances to third parties related to the development of gaming/entertainment projects. We make these advances after undertaking extensive due diligence. On a quarterly basis, we review each of our notes receivable to evaluate whether the collection of our note receivable is still probable. In our analysis, we review the economic feasibility and the current financial, legislative and development status of the project. If our analysis indicates that the project is no longer economically feasible, the note receivable will be written down to its estimated fair value.

Big City Capital, LLC

During fiscal 2008, we determined that our ability to collect $859,000 of accrued interest and $1.5 million of the original $3.2 million notes receivable from Big City Capital, LLC (“Big City Capital”) had been impaired. As a result we wrote down the notes receivable to $1.7 million, by establishing a $1.5 million allowance, and we wrote off the accrued interest. At October 31, 2010, we had notes receivable of $1.7 million related to the development of gaming/entertainment projects, net of a $1.5 million allowance, which is represented by notes receivable from Big City Capital.

The repayment of these loans will be largely dependent upon the ability to obtain financing for the development project and/or the performance of the development project.

BVO Receivable

As of May 2007, we owned a 40% interest in Buena Vista Development Company, LLC (“Buena Vista Development”) which is developing a casino for a Native American tribe in Amador County, California.  Effective November 25, 2008, through our wholly- owned subsidiary, Nevada Gold BVR, LLC, we sold our 40% interest in Buena Vista Development, LLC (BVR) to B. V. Oro, LLC (BVO), which is owned by our former partner and related parties for $16 million cash and a $4 million receivable from BVD which is due no later than two years after the opening of a gaming/entertainment facility to be built by BVD for the Buena Vista Rancheria of Me-Wuk Indians.  This receivable bears interest at the rate of prime plus 1% and is guaranteed by our former partner and related parties.  In addition we are entitled to a 5% carried interest in the Class B membership interest. As of October 31, 2010, the opening date could not be estimated.  Should the facility not be developed, the collectibility of this receivable cannot be assured.

Note 5.   Long-Term Debt  

Our long-term financing obligations are as follows:

	October 31,			April 30,
	2010			2010
$6.0 million promissory note, 10% through June 30, 2010, 11% interest until maturity at June 30, 2013	$	6,000,000		$	6,000,000
$5.1 million note payable, LIBOR plus 9% interest, maturing
July 23, 2012		5,070,000			-
$4.0 million promissory note, 7% interest, maturing May 12, 2012		4,000,000			4,000,000
IGT note, 8% interest, maturing May 16, 2012		34,137			-
Williams Gaming note, 8% imputed interest, maturing November 18, 2011		64,470			-
Total		15,168,607			10,000,000
Less: current maturities		(76,316	)		-
Total long-term financing obligations	$	15,092,291		$	10,000,000

The $6.0 million promissory note matures June 30, 2013.  The interest rate on the note was fixed at 10% through June 2010, then changed to 11% on the unpaid balance for the remainder of the term.  The $5.1 million promissory note matures July 23, 2012 and the interest rate is based on the 30 day LIBOR at the end of each calendar month, plus 9%, with a 30 day LIBOR floor of 2.0%.  The $4.0 million promissory note matures May 12, 2012 and the interest rate is fixed for the term at 7%.

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Note 6.   Stock-Based Compensation

Information about our share-based plans

The company has three employee stock plans, the 1999 Stock Option Plan (the “Stock Option Plan”), the 2009 Equity Incentive Plan (the “2009 Plan”) and the 2010 Employee Stock Purchase Plan, as amended (the “2010 Plan”).

The Stock Option Plan

The Company’s Stock Option Plan provided for the granting of awards to our directors, officers, employees and independent contractors.  The Stock Option Plan expired in January, 2009 and was replaced with a new plan described below.  The number of shares of common stock reserved for issuance under the Stock Option Plan was 3,250,000 shares. The plan was administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee had discretion under the plan regarding the vesting and service requirements, exercise price and other conditions.

The 2009 Plan

On April 14, 2009, the shareholders of the Company approved the Company’s 2009 Plan.  The number of shares with respect to which awards may be granted under the 2009 Plan is 1,750,000 shares.  The 2009 Plan is similar to the 1999 Stock Option Plan in most respects and continues to provide for awards which may be made subject to time based or performance based vesting.  Under the 2009 Plan the Committee is authorized to grant the following types of awards:

· Stock Options including Incentive Stock Options (“ISO”)

· Options not intended to qualify as ISO’s

· Stock Appreciation Rights

· Restricted Stock Grants.

To date, the Committee has only awarded stock options and restricted stock under both plans. Our practice has been to issue new shares upon the exercise of stock options. Stock option rights granted prior to fiscal year 2006 under the Stock Option Plan generally have 5-year terms and are fully vested and exercisable immediately. Subsequent option rights granted generally have 3, 5 or 10 year terms and are exercisable in three or five equal annual installments, with some options grants providing for immediate vesting for a portion of the grant.

A summary of activity under the Company’s share-based payment plans for the six months ended October 31, 2010 is presented below:

					Weighted
			Weighted		Average		Aggregate
			Average		Remaining		Intrinsic
	Shares		Exercise		Contractual		Value
		(000’s)	Price		Term		($000’s)
Outstanding at April 30, 2010		1,456,000	$	1.77
Granted		340,000		0.98
Exercised		-		-
Forfeited or expired		-		-
Outstanding at October 31, 2010		1,796,000	$	1.62		5.4	$	-
Exercisable at October 31, 2010		1,504,333	$	1.70		4.8	$	-

As of October 31, 2010, there was a total of $208,839 of unamortized compensation related to stock options, which cost is expected to be recognized over a weighted-average period of 1.7 years.

Compensation cost for stock options was based on the fair value of each award, measured by applying the Black-Scholes model on the date of grant, using the following weighted-average:

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	Six Months Ended
	October 31, 2010			October 31, 2009
Expected volatility		195.9	%		143.3	%
Expected term		10.0			8.0
Expected dividend yield		-			-
Risk-free interest rate		3.08	%		1.43	%
Forfeiture rate		-			-

Expected volatility is based on historical volatility on the Company’s stock. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.   The weighted average grant date fair value of options granted during the six months ended October 31, 2010, was $0.98.

The 2010 Plan

On October 11, 2010, the shareholders of the Company approved the Company’s 2010 Plan which permits all our eligible employees, including employees of certain of our subsidiaries, to purchase shares of the company's common stock through payroll deductions at a purchase price not to be less than 90% of the fair market value of the common stock on each purchase date.  The number of shares available for issuance under the 2010 Plan is a total of 500,000 shares. The Plan is administered by the Board of Directors which administration may be delegated to the Compensation Committee of the Board of Directors.  On December 1, 2010, the Board of Directors amended the 2010 Plan effective January 1, 2011, to allow its participants to contribute up to a maximum of twenty (20%) percent of their company paid compensation.  The 2010 Plan is not available for employee participation until January 1, 2011, therefore, as of October 31, 2010, no shares were issued under the 2010 Plan.

Note 7.   Computation of Earnings Per Share

The following is presented as a reconciliation of the numerators and denominators of basic and diluted earnings per share computations:

	Three Months Ended						Six Months Ended
	October 31,			October 31,			October 31,			October 31,
	2010			2009			2010			2009
Numerator:
Basic and Diluted:
Net loss available to common stockholders	$	(396,606	)	$	(444,115	)	$	(905,679	)	$	(1,144,824	)
Denominator:
Basic weighted average number of common shares outstanding		12,764,130			12,939,130			12,764,130			12,939,130
Dilutive effect of common stock options and warrants		—			—			—			—
Diluted weighted average number of common shares outstanding		12,764,130			12,939,130			12,764,130			12,939,130
Loss per share:
Net loss per common share - basic	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.09	)
Net loss per common share - diluted	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.09	)

For the six months ended October 31, 2010 and October 31, 2009, potential dilutive common shares issuable under options of 1,504,333 and 1,486,000, respectively, were not included in the calculation of diluted earnings per share as they were anti-dilutive.

9

Note 8.   Segment Reporting  

We have two business segments (i) gaming and (ii) non-core. The gaming segment for the three and six month periods ended October 31, 2010 and October 31, 2009, consists of Colorado Grande Casino and the Washington mini casinos.  The “non-core” column is the land in Colorado and its taxes and maintenance expenses.

Summarized financial information for our reportable segments is shown in the following table.

	As of and for the Three Months Ended October 31, 2010
	Gaming			Non-Core			Totals
Net revenue	$	13,813,038		$	-		$	13,813,038
Segment loss pre tax		(603,460	)		(8,887	)		(612,347	)
Segment assets		38,192,381			3,495,966			41,688,347
Depreciation and amortization		534,165			454			534,619
Addition to property and equipment		11,034			—			11,034
Interest expense, net (includes amortization)		363,129			—			363,129
Income tax benefit		215,741			—			215,741

	As of and for the Three Months Ended October 31, 2009
	Gaming			Non-Core			Totals
Net revenue	$	5,740,359		$	-		$	5,740,359
Segment loss pre tax		(707,226	)		(574	)		(707,800	)
Segment assets		30,298,512			3,715,279			34,013,791
Depreciation and amortization		516,943			1,042			517,985
Addition to property and equipment		386,151			—			386,151
Interest expense, net (includes amortization)		206,701			—			206,701
Income tax benefit		263,471			214			263,685

10

	As of and for the Six Months Ended October 31, 2010
	Gaming			Non-Core			Totals
Net revenue	$	20,339,538		$	—		$	20,339,538
Segment loss pre tax		(1,346,251	)		(14,693	)		(1,360,944	)
Segment assets		38,192,381			3,495,966			41,688,347
Depreciation and amortization		846,970			1,488			848,458
Additions to property and equipment		9,985,879			—			9,985,879
Interest expense, net (includes amortization)		557,243			—			557,243
Income tax benefit		455,265			—			455,265

	As of and for the Six Months Ended October 31, 2009
	Gaming			Non-Core			Totals
Net revenue	$	10,797,578		$	—		$	10,797,578
Segment loss pre tax		(1,742,451	)		(5,343	)		(1,747,794	)
Segment assets		30,298,512			3,715,279			34,013,791
Depreciation and amortization		661,046			2,106			663,152
Additions to property and equipment		15,634,130			—			15,634,130
Interest expense, net (includes amortization)		333,382			—			333,382
Income tax benefit		601,127			1,843			602,970

Reconciliation of reportable segment assets to our consolidated totals is as follows:

	October 31,
	2010
Total assets for reportable segments	$	41,688,347
Cash and restricted cash not allocated to segments		3,202,863
Income tax receivable		1,154,762
Deferred tax asset		2,307,017
Total assets	$	48,352,989

Note 9. Other Assets

Other assets consist of the following at October 31, 2010 and April 30, 2010, respectively:

	October 31, 2010		April 30, 2010
Accrued interest receivable	$	320,137	$	234,438
Other assets		70,000		-
Deferred loan issue cost, net		120,000		142,500
Other assets	$	510,137	$	376,938

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Note 10.   Commitments and Contingencies  

We rent office space in Houston, Texas, under a non-cancelable operating lease which expires on March 31, 2013. Also, we lease (through our wholly-owned subsidiary, Colorado Grande Enterprises, Inc.) a portion of a building in Cripple Creek, Colorado, and an adjacent parking lot, for use in connection with the Colorado Grande Casino facilities. We lease this property at an annual rent of the greater of $144,000 or 5% of Colorado Grande-Cripple Creek’s adjusted gross gaming revenues, as defined, with an annual cap of $400,000. This lease is for an initial term of sixteen years with an option to renew for fifteen years with the final option period concluding January 31, 2021. On July 7, 2005, we exercised the option to extend the lease to January 2021. On April 1, 2008 we extended the lease to January 2033 at a flat annual rent of $400,000 from February 2021 through January 2033.

Six card-room facilities in the State of Washington were acquired on July 23, 2010 (see note 12), resulting in the following leases:  Silver Dollar Casino in SeaTac has a building lease which expires in May 2022, with an annual rent of $238,000 and an option to renew for an additional 10-year term; the Silver Dollar Casino in Renton has a building lease which expires in March 2019 with an annual rent of $480,000 and an option to renew for up to two additional 10-year terms; the Silver Dollar Casino Mill Creek in Bothell has a building lease which expires in April 2012, with an annual rent of $286,000 and an option to renew for up to two additional 10-year terms; the Club Hollywood Casino in Shoreline has building and parking lot leases which expire in March 2017, with annual rents of $660,000 and $11,350, respectively, and options to renew each of them for up to four 5-year terms; the Golden Nugget Casino in Tukwila has a building lease which expires in November 2014, with an annual rent of $166,000 and an option to renew for an additional 10-year term; and the Royal Casino in Everett has a building lease which expires in January 2016 with an annual rent of $360,600 and an option to renew for up to four 5-year terms.  The administrative office in Renton, WA has entered into a lease agreement, effective September 1, 2010, which expires in December 2014 with an annual rent of $53,000.  This represents a 46% reduction of square footage and annual rent compared to the prior operation.

Three card-room facilities in the State of Washington were acquired on May 12, 2009 (see note 12), resulting in the assumption of three leases.  A casino building lease for the Crazy Moose Casino in Mountlake Terrace expires in May 2011, with an annual rent of $192,000 and an option to extend the lease for two five year additional terms. A lease for the administrative office in Auburn, WA expires in February 2011, with an annual rent of $28,800 and an option to renew for one additional 3-year term.  We have no intention to extend the Auburn lease due to the consolidation of this office with the administrative offices in Renton resulting in additional cost savings.  Finally, the Crazy Moose Casino in Pasco has a parking lot lease which expires in January, 2011, with an annual rent of $6,300 and an option to renew for an additional 35-month term.

We continue to pursue additional development opportunities that may require, individually and in the aggregate, significant       commitments of capital, extensions of credit, up-front payments to third parties and guarantees by the Company of third-party debt.

We indemnified our officers and directors for certain events or occurrences while the director or officer is or was serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited; however, we have a Directors and Officers Liability Insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid, provided that such insurance policy provides coverage.

Note 11. Legal Proceedings

The Company is not currently involved in any material legal proceedings.

Note 12. Acquisition

NG Washington II, LLC

On July 23, 2010, the Company, through NG Washington II, LLC, its wholly-owned subsidiary, acquired six additional casinos, and the leasehold to their related operating center, in the state of Washington. The casinos are the Silver Dollar Casino in SeaTac, the Silver Dollar Casino in Renton, the Silver Dollar Casino Mill Creek in Bothell, the Club Hollywood Casino, located in Shoreline, the Royal Casino, located in Everett, and the Golden Nugget Casino, located in Tukwila (collectively, “Silver Dollar Casinos”). All of the Silver Dollar Casinos are located in western Washington State.  The Company acquired the Silver Dollar Casinos through bankruptcy proceedings.  The Silver Dollar Casinos were previously owned by subsidiaries of Evergreen Gaming Corporation, a British Columbia Corporation, which is under bankruptcy court protection.  The Company purchased the six casinos from Grant-Thornton, Ltd. (the “Receiver”), in its capacity as a court-appointed receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek, Inc.,  for $11.07 million, $6.0 million which was paid in cash to the Receiver and $5.07 million financed pursuant to a credit agreement between NG Washington II Holdings, LLC, and Fortress Credit Corp., as an agent for the lenders.  Two promissory notes, issued pursuant to the credit agreement, are due July 23, 2012, and bear an interest rate based on the 30-day LIBOR at the end of each calendar month, plus 9%, with a 30-day LIBOR floor of 2.0%.  Interest is due monthly.   The terms of the credit agreement contain, among others, customary events of default, including nonpayment when due of principal or any interest or fees or other amounts owing within specified grace periods, and failure to comply with certain affirmative or negative covenants, including certain financial covenants.  The preliminary purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of their fair value on the date of acquisition.   A summary of the preliminary purchase price allocation, using the values agreed to at closing, is as follows:

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		(000’s	)
Current assets and liabilities, net	$	(383	)
Property and equipment		1,889
Customer relationships		3,382
Goodwill		6,182
Purchase price	$	11,070

The results of operations of ($368,000), which includes depreciation and amortization of $215,000, as well as closing costs, pre-opening expenses, and severance pay totaling an additional $170,000, have been included in the consolidated statements of operations since the date of the acquisition of July 23, 2010. At October 31, 2010 goodwill acquired was approximately $6,182,000, all of which is expected to be deductible for tax purposes.

NG Washington, LLC 

On May 12, 2009, the Company, through NG Washington, LLC, its wholly-owned subsidiary, acquired certain assets and liabilities of Crazy Moose Casino, Inc., Crazy Moose II, Inc., Coyote Bob’s, Inc., and Gullwing III, LLC for a purchase price of $15,962,200, including $212,000 of costs directly associated with the acquisition that were expensed at the end of fiscal year 2009. The acquisition was financed with cash and a note to the sellers for $4 million. The acquisition was accounted for as a purchase business combination in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of their fair value on the date of acquisition.  A summary of the remaining purchase price allocation, valued by an independent third party, is as follows:

		(000’s	)
Current assets and liabilities, net	$	(11	)
Property and equipment		2,400
Customer relationships		2,951
Trade names		1,862
Noncompete		1,018
Goodwill		7,530
Purchase price	$	15,750

The results of operations of $2,657,000, which includes depreciation and amortization of $1,421,000, have been included in the consolidated statements of operations since the date of the acquisition of May 12, 2009. At October 31, 2009 goodwill acquired was $7,530,000, all of which is expected to be deductible for tax purposes.

Note 13.  Goodwill and Other Intangible Assets

In connection with our acquisition of the Colorado Grande casino on April 25, 2005, and the acquisitions of the Washington casinos on May 12, 2009 and July 23, 2010 (see Note 12), we have goodwill and identifiable intangible assets with an indefinite useful life of $24.1 million, net of amortization.

The change in the carrying amount of goodwill and other intangibles for the six months ended October 31, 2010, is as follows (in thousands):

	Total			Goodwill		Other Intangibles
Balance as of April 30, 2010	$	16,074		$	10,243	$	5,831
Acquired during the six months ended October 31, 2010		9,564			6,182		3,382
Accumulated amortization		(1,230	)		-		(1,230	)
Balance as of October 31, 2010	$	24,408		$	16,425	$	7,983

The $6.1 million increase in goodwill and $3.4 million increase in intangibles from April 30, 2010 to October 31, 2010 results from recording the estimated intangibles for the acquisition of six additional Washington mini-casinos during fiscal 2011.   Other intangible assets are generally amortized on a straight line basis over the useful lives of the assets.  All goodwill and other intangible assets pertain to the gaming segment.

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A summary of other intangible assets follows (in thousands):

	As of October 31, 2010
Amortizable	Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	6,333	$	(752	)
Non-compete agreements		1,018		(478	)
Subtotal		7,351		(1,230)
Non-amortizable
Trade names		1,862		-
Total	$	9,213	$	(1,230	)

The estimated future annual amortization of intangible assets for each of the next five years is (in thousands):

2011	$	1,244
2012	$	1,088
2013	$	904
2014	$	904
2015	$	904
2016 and thereafter	$	1,077

The weighted average useful lives of acquired intangibles related to customer relationships and non-compete agreements are 7.0 years and 3.0 years, respectively.  The weighted average useful life of amortizable intangible assets in total is 5.0 years.

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if an event occurs or circumstances change that may reduce the fair value of our goodwill below its carrying value.

We review goodwill at the reporting level unit, which is one level below an operating segment. We review the carrying value of the net assets of each reporting unit to the estimated fair value of the reporting unit, based upon a multiple of estimated earnings. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. The fair value calculation uses level 3 inputs and includes multiple assumptions and estimates, including the projected cash flows and discount rates applied. Changes in these assumptions and estimates could result in goodwill impairment that could materially adversely impact our financial position or results of operations. All of our goodwill is attributable to reporting units within our gaming segment.  

We use earnings before interest, taxes, depreciation, amortization, and management fees (“EBITDA”) as the measure for future earnings in our impairment test.  Management estimates future EBITDA based primarily on its projections of future revenues. We utilized comparable industry average multiples of EBITDA rates based on industry standards ranging from 5.5 to 7.5 times EBITDA when we estimated fair values of our casinos as of October 31, 2010.   

Long-lived assets, including property, plant and equipment and amortizable intangible assets, also comprise a significant portion of our total assets. We evaluate the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under authoritative guidance. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-lived assets are not recoverable, we reduce the carrying values to fair value. For long-lived assets held for sale, we compare the carrying values to an estimate of fair value less selling costs to determine potential impairment. We test for impairment of long-lived assets at the lowest level for which cash flows are measurable. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available.

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Note 14. State Gaming Laws

Washington

The gaming legislation in Washington State is codified in chapter 9.46 of the Revised Code of Washington. The gaming legislation stipulates the Washington State Gambling Commission (the “Commission”) to be the regulator of gambling activities in this state.  The Commission enforces its authority through an extensive set of rules and regulations promulgated in Title 230 of the Washington Administrative Code.  The state of Washington allows certain gambling activities, such as amusement games, bingo, raffles, punch boards, pull-tabs, card-rooms, and public card games.  In order to be considered legal, these activities must be operated by either non-profit organizations or by commercial food and drink establishments.  Some activities may be operated solely by non-profit organizations, such as raffles.  Traditional casino games, such as craps, roulette and keno, are prohibited.  House-banked card-rooms have been authorized in Washington State since 1997 and, under current law, each establishment is allowed to have up to 15 tables offering games, such as Blackjack, Ultimate Texas Hold’em, Three Card Poker, Four Card Poker, Spanish Poker, Texas Shootout, Spanish 21, Pai Gow Poker, and others.  The law allows both player-sponsored and house-banked card-rooms.  As of January 1, 2009, the Commission increased the maximum bet for house-banked card-rooms’ table game wager limit to $300 and allowed card-rooms to offer Mini-Baccarat. In addition, these establishments are allowed to be open 24 hours per day, provided they close for at least four continuous hours two times per week. 

In order to operate our nine “mini casinos,” Crazy Moose Casino in Pasco, Crazy Moose Casino in Mountlake Terrace, Coyote Bob’s Roadhouse Casino in Kennewick, Silver Dollar Casino in SeaTac, Silver Dollar Casino in Renton, Silver Dollar Casino in Bothell, Club Hollywood Casino in Shoreline, Royal Casino located in Everett and Golden Nugget Casino located in Tukwila, each of them is required to maintain a Public Card-room license and Punch Board/Pull-Tab Commercial Stimulant license.  These licenses are renewable annually, subject to continued compliance with applicable gaming regulations.  In addition, the Commission requires, prior to the licenses being issued, each substantial interest holder in the licensees (including our officers, directors and owners of five percent or more of any class of our stock) to submit to the Commission certain disclosure forms and be subject to background investigations.  The failure or inability of our “mini-casinos” to maintain their respective licenses would have a material adverse effect on our operations.

RCW 9.46.110 allows local governments (including cities, counties and towns) to prohibit any or all gambling activities for which licenses are required as well as tax such activities.  The maximum tax limitations imposed by law include 20% of gross receipt for public card-room games and either 5% of gross receipts or 10% of net receipt (as chosen by a local authority) for pull-tabs activities.  The current gaming tax rate for public card-room games in the cities of Pasco, Mountlake Terrace, Kennewick, SeaTac, Renton, Tukwila and Shoreline, as well as in Snohomish County, is 10% of table games gross receipts.  The current gaming tax rate for pull-tabs in the cities of Pasco and Kennewick is 10% of pull-tabs net receipts, while in the cities of Mountlake Terrace, SeaTac, Renton, Tukwila and Shoreline, as well as in Snohomish County, the tax rate is 5% of pull-tabs gross receipts.  In addition, Washington State charges a business and occupational tax in the amount of 1.63% of all gaming activities’ net receipts in order to promote responsible gaming. 

Colorado

The ownership and operation of gaming facilities in Colorado are subject to extensive state and local regulations. No gaming may be conducted in Colorado unless licenses are obtained from the Colorado Limited Gaming Control Commission (the “Gaming Commission”). In addition, the State of Colorado created the Division of Gaming (the “CDG”) within its Department of Revenue to license, implement, regulate, and supervise the conduct of limited stakes gaming. The Director of the CDG (“CDG Director”), under the supervision of the Gaming Commission, has been granted broad powers to ensure compliance with the laws and regulations. The Gaming Commission, CDG and CDG Director that have responsibility for regulation of gaming are collectively referred to as the “Colorado Gaming Authorities.”

The laws, regulations, and supervisory procedures of the Colorado Gaming Authorities seek to maintain public confidence and trust that licensed limited gaming is conducted honestly and competitively, that the rights of the creditors of licensees are protected, and that gaming is free from criminal and corruptive elements. The Colorado Gaming Authorities’ stated policy is that public confidence and trust can be maintained only by strict regulation of all persons, locations, practices, associations, and activities related to the operation of the licensed gaming establishments and the manufacture and distribution of gaming devices and equipment.

The Gaming Commission is empowered to issue five types of gaming and related licenses. To operate our Colorado casino we are required to maintain a retail gaming license, which must be renewed every two years, and the Colorado Commission has broad discretion to revoke, suspend, condition, limit, or restrict the licensee at any time. Under Colorado gaming regulations, no person or entity can have an ownership interest in more than three retail licenses, and our business opportunities will be limited accordingly. The failure or inability of the Colorado Grande Casino in Cripple Creek (the "Colorado Grande Casino"), or the failure or inability of others associated with the Colorado Grande Casino to maintain necessary gaming licenses or approvals would have a material adverse effect on our operations.

The Colorado Grande Casino must meet specified architectural requirements, fire safety standards and standards for access for disabled persons. It also must not exceed specified gaming square footage limits as a total of each floor and the full building. Casinos may operate 24 hours daily. Colorado casinos are permitted to operate slot machines and various types of table games, such as blackjack, poker, craps and roulette.  Casino patrons must be 21 or older to gamble in the casino.  Effective July 2, 2009, the casino is permitted to operate 24 hours per day and the maximum bet limit was increased $5 to $100. No Colorado Casino may provide credit to its gaming patrons.

15

The Colorado Constitution permits a gaming tax of up to 20% on adjusted gross gaming proceeds, and authorizes the Gaming Commission to change the rate annually. As of July 2, 2009, any increase in the gaming tax rate requires statewide voter approval.  The current gaming tax rate is 0.25% on adjusted gross gaming proceeds of up to and including $2 million, 2% over $2 million up to and including $5 million, 9% over $5 million up to and including $8 million, 11% over $8 million up to and including $10 million, 16% over $10 million up to and including $13 million and 20% on adjusted gross proceeds in excess of $13 million.

Colorado law requires that every officer, director or stockholder holding either a 5% or greater interest or controlling interest of a publicly traded corporation, or owners of an applicant or licensee, shall be a person of good moral character and submit to a full background investigation conducted by the Gaming Commission. The Gaming Commission may require any person having an interest in a license or a licensee to undergo a full background investigation and pay the cost of investigation in the same manner as an applicant. Persons found unsuitable by the Gaming Commission may be required to immediately terminate any interest in, association or agreement with, or relationship to, a licensee. A finding of unsuitability with respect to any officer, director, employee, associate, lender or beneficial owner of a licensee or applicant may also jeopardize the licensee’s license or applicant’s license application. Licenses may be conditioned upon termination of any relationship with unsuitable persons.

The rules impose certain additional restrictions and reporting and filing requirements on publicly traded entities holding gaming licenses in Colorado. A licensee or affiliated company or any controlling person of a licensee or affiliated company, which commences a public offering of voting securities, must notify the Gaming Commission with regard to a public offering to be registered with the Securities and Exchange Commission ("SEC"), no later than ten business days after the initial filing of a registration statement with the SEC, or, with regard to any other type of public offering, no later than ten business days prior to the public use or distribution of any offering document, if: 1) the licensee, affiliated company or a controlling person thereof, intending to issue the voting securities is not a publicly traded corporation; or 2) if the licensee, affiliated company or controlling person thereof, intending to issue the voting securities is a publicly traded corporation, and if the proceeds of the offering, in whole or in part, are intended to be used: a) to pay for construction of gaming facilities in Colorado to be owned and operated by the licensee; b) to acquire any direct or indirect interest in gaming facilities in Colorado; c) to finance the operation by the licensee of gaming facilities in Colorado; or d) to retire or extend obligations incurred for one or more of the purposes set forth in subsections a, b, or c above.

We may not issue any voting securities except in accordance with the provisions of the Colorado Limited Gaming Act and the regulations promulgated thereunder. The issuance of any voting securities in violation will be void and the voting securities will be deemed not to be issued and outstanding. No voting securities may be transferred, except in accordance with the provisions of the Colorado Limited Gaming Act and the regulations promulgated thereunder. Any transfer in violation of these provisions will be void. If the Colorado Limited Gaming Control Commission at any time determines that a holder of our voting securities is unsuitable to hold the securities, then we may, within sixty (60) days after the finding of unsuitability, purchase the voting securities of the unsuitable person at the lesser of (a) the cash equivalent of such person’s investment, or (b) the current market price as of the date of the finding of unsuitability, unless such voting securities are transferred to a suitable person within sixty (60) days after the finding of unsuitability. Until our voting securities are owned by persons found by the Commission to be suitable to own them, (a) we are not permitted to pay any dividends or interest with regard to the voting securities, (b) the holder of such voting securities will not be entitled to vote and the voting securities will not for any purposes be included in the voting securities entitled to vote, and (c) we may not pay any remuneration in any form to the holder of the voting securities, except in exchange for the voting securities.

Note 15. Pro forma financials

The following pro-forma combined statement of operations of the Company and Silver Dollar Casinos are presented to give effect to the acquisition, as if it occurred May 1, 2010.  Although we believe that the unaudited financial information provided to the Company by the Sellers are reasonably accurate, any and all of the pro-forma statements in this report and any other public statements that are made may prove to be incorrect.  This may occur as a result of inaccurate information provided by the Sellers or a consequence of known or unknown risks and uncertainties.  Consequently, actual numbers may differ materially from those presented in the pro-forma statements.  In light of these and other uncertainties, you should not regard the inclusion of the pro-forma statements in this report or other public communications that the Company might make as a representation of audited financial information, and you should not place undue reliance on such pro-forma statements.

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Nevada Gold & Casinos, Inc.

Pro-forma Statement of Operations for the Six Month Period Ended October 31, 2010

	Nevada Gold as reported in Form 10-Q			Operating Results of the acquired Silver Dollar Casinos for the three months ended July 31, 2010 (unaudited)			Pro-forma Adjustments			Pro-forma Statement of Operations
Revenues:
Casino	$	17,767,983		$	5,950,401		$			$	23,718,384
Food and beverage		4,278,054			1,546,625						5,824,679
Other		768,022			282,465						1,050,487
Gross revenues		22,814,059			7,779,491			-			30,593,550
Less promotional allowances		(2,474,521	)		(960,334	)					(3,434,855	)
Net revenues		20,339,538			6,819,157			-			27,158,695
Operating expenses:
Casino		9,022,758			4,042,868						13,065,626
Food and beverage		1,893,025			1,331,879						3,224,904
Marketing and administrative		5,227,453			125,267						5,352,720
Facility		1,484,979			698,926						2,183,905
Corporate expense		2,100,085			447,599						2,547,684
Legal expenses		461,019			5,000						466,019
Depreciation and amortization		848,458			143,207			109,893			1,101,558
Other		489,876			81,132						571,008
Total operating expenses		21,527,653			6,875,878			109,893			28,513,424
Operating income (loss)		(1,188,115	)		(56,721	)		(109,893	)		(1,354,729	)
Non-operating income (expenses):
Gain (loss) on sale equity investees and assets		384,414			-						384,414
Interest income		89,115			-			(1,637	)		87,478
Interest expense		(623,858	)		-			(126,819	)		(750,677	)
Amortization of loan issue costs		(22,500	)		-						(22,500	)
Income (loss) before income tax expense (benefit)		(1,360,944	)		(56,721	)		(238,349	)		(1,656,014	)
Income tax expense (benefit)
Current		(455,265	)		-			(81,039	)		(536,304	)
Net income (loss)	$	(905,679	)	$	(56,721	)	$	(157,310	)	$	(1,119,710	)
Per share information:
Net income (loss) per common share - basic	$	(0.07	)	$	(0.00	)	$	(0.01	)	$	(0.09	)
Net income (loss) per common share - diluted	$	(0.07	)	$	(0.00	)	$	(0.01	)	$	(0.09	)
Basic weighted average number of shares outstanding		12,764,130			12,764,130			12,764,130			12,764,130
Diluted weighted average number of shares outstanding		12,764,130			12,764,130			12,764,130			12,764,130

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Nevada Gold & Casinos, Inc.

Pro-forma adjustments to give effect to the acquisition as if it occurred as of May 1, 2010 (the first day of fiscal 2011)

	Debit		Credit
Reduce interest income for the use of cash to purchase casinos for 174 days at 0.18%
Interest income		2,046
Cash				2,046
To account for interest expense on $5,070,000 long-term debt at 11.0% for 174 days
Interest expense		126,819
Cash				126,819
To amortize Customer Relationship intangible asset over 7 years for 174 days
Amortization of intangible assets expense		109,893
Accumulated amortization of intangible assets				109,893
To account for interest on $1 million deposit made to acquire casinos for 174 days at 0.18%
Cash		409
Interest income				409
To account for Federal income tax at 34% of pro-forma pre-tax operating adjustments
Income tax receivable		81,038
Income tax expense-current				81,038

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis (“MD&A”) should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 1 of this Quarterly Report and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report for the year ended April 30, 2010 filed on Form 10-K with the Securities and Exchange Commission.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. We prepare these financial statements in conformity with U.S. generally accepted accounting principles. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Annual Report for the year ended April 30, 2010 filed on Form 10-K with the Securities and Exchange Commission.

Executive Overview

We were formed in 1977 and since 1994, have primarily been a gaming company involved in financing, developing, owning and operating gaming properties. Our gaming facility operations are located in the United States of America (“U.S.”), specifically in the states of Colorado and Washington.  Our business strategy will continue to focus on owning and operating gaming establishments. If we are successful, our future revenues, costs and profitability can be expected to increase. Our net revenues were $13.8 million and $5.7 million for the three months ended October 31, 2010 and October 31, 2009, respectively.

When compared to the three months ended October 31, 2009, the three month period ended October 31, 2010 was impacted by the following items:

- Addition of three mini casinos in Washington state effective May 12, 2009;

- Addition of six additional mini casinos in Washington state effective July 23, 2010;

- Addition of table games at Colorado Grande Casino effective July 2, 2009;

- Loss of management fees from Oceans Casino Cruises, Inc., (“SunCruz”); and

- Reduced interest income and increased interest expense.

COMPARISON OF THE THREE MONTHS ENDED OCTOBER 31, 2010 AND OCTOBER 31, 2009

Net revenues. Net revenues increased 140.6% or $8.1 million, for the three month period ended October 31, 2010 compared to the period ended October 31, 2009. Casino revenues increased $7.2 million with the addition of the Washington casinos and increased drop and hold percentages at the three existing Washington mini-casinos.  Food and beverage revenues increased $1.7 million with the additional restaurants in the Washington casinos, and other revenues increased $0.3 million with the addition of Pull Tab revenue from the nine Washington casinos.  We have no management fees in the current year, compared to $250,000 due to the SunCruz bankruptcy. Our promotional allowances increased $0.9 million for the three month period ended October 31, 2010 compared to the period ended October 31, 2009 in proportion to the additions in revenue.

Total operating expenses. Total operating expenses increased 125.3% or $7.8 million, for the three month period ended October 31, 2010 compared to the period ended October 31, 2009. Of the increase, $4.3 million is the result of increased casino operating expenses, $2.0 million increased marketing and administrative expenses, $0.3 increased food and beverage operating expenses, and $0.9 million increased facility expense due to the addition of the new casinos in Washington State.  Corporate, legal, and depreciation and amortization expenses remained consistent for the three month period ended October 31, 2010 compared to the period ended October 31, 2009.  Other expenses increased $0.2 million due to the addition of pull tab costs at the six additional Washington casinos.

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Interest income (expense), net. Interest income (expense), net, consists of a net balance of interest expense and amortization of loan issue cost, offset by interest income from our various notes receivable and investments. Interest expense increased 75.6%, or $171,000, for the three month period ended October 31, 2010 compared to the three month period ended October 31, 2009. The increase is primarily due to increased debt balances related to our acquisitions in Washington State. Interest income remained consistent for the three month period ended October 31, 2010 compared to the three month period ended October 31, 2009. Amortization of loan issue cost was $11,250 and $27,770 for the three month periods ended October 31, 2010 and October 31, 2009, respectively.

Net income (loss). Net loss was ($396,606) and ($444,115) for the three month periods ended October 31, 2010 and October 31, 2009, respectively. The improvement of $48,000 is primarily related to the addition of the six new Washington casinos revenue and the increased hold percentage at the existing three Washington casinos, offset by a reduced tax benefit of $48,000 and increased operating expenses related to the new Washington casinos acquisition. The effective tax rate for the three month periods ended October 31, 2010 and October 31, 2009 was a benefit of (35%) and a benefit of (37.3%), respectively.

COMPARISON OF THE SIX MONTHS ENDED OCTOBER 31, 2010 AND OCTOBER 31, 2009

Net revenues. Net revenues increased 88.4%, or $9.5 million, for the six month period ended October 31, 2010 compared to the six month period ended October 31, 2009. Casino revenues increased $8.8 million, food and beverage revenues increased $1.9 million, while other revenues increased $365,000 and the Company had no management fees for the six months ended October, 2010 compared to $500,000 for the six month period ended October 31, 2009.  This was offset by an increase of $1.0 million of promotional allowances.

Total operating expenses. Total operating expenses increased 76.3% or $9.3 million, for the six month period ended October 31, 2010, compared to the six month period ended October 31, 2009. During the six months ended October 31, 2010, casino and food and beverage operating expenses increased $5.2 million and facility expense increased $1.0 million due to the addition of the new casinos in Washington State.  Marketing and administrative expenses increased $2.6 million, primarily related to marketing and advertising expenses during the ramp up period for the new Washington casinos.  Other expenses increased $0.2 million due to the addition of pull tab costs at the six additional Washington casinos.  Corporate expenses decreased $0.3 million which was offset by increased legal expenses of $0.4 million primarily due to $0.3 million acquisition related expenses, and depreciation and amortization expenses increased $0.2 million due to the addition of the Washington assets.

Interest expense, net. Interest expense, net consists of a net balance of interest expense and amortization of loan issue cost, offset by interest income. Interest expense increased 64.8%, or $0.2 million, for the six month period ended October 31, 2010 compared to the six month period ended October 31, 2009. The increase is primarily due to a higher debt balance due to the acquisition of the new Washington casinos. Interest income decreased 15.2%, or $16,000, for the six month period ended October 31, 2010 compared to the six month period ended October 31, 2009 mainly due to the lack of interest income from the Project Fund that was used for the Washington casino acquisition. Amortization of loan issue costs was $22,500 and $60,000 for the six month periods ended October 31, 2010 and October 31, 2009, respectively.

Net loss. Net loss was $0.9 million and $1.1 million for the six month periods ended October 31, 2010 and October 31, 2009, respectively. The improvement of $0.2 million is primarily related to the increased casino, food and beverage net revenues of $9.5 million offset by $9.3 million increased operating expenses, a $0.3 million increase in net interest expense, the $0.4 million pre tax gain related to the Isle of Capri, offset by recording a $0.4 million tax benefit, compared to a tax benefit of $0.6 million in the prior year.

Liquidity and Capital Resources

Historical Cash Flows

The following table sets forth our consolidated net cash provided by (used in) operating, investing and financing activities for the six month periods ended October 31, 2010 and October 31, 2009:

	October 31,			October 31,
	2010			2009
Net cash provided by (used in):
Operating activities	$	(786,319	)	$	(380,388	)
Investing activities		207,114			(10,599,534	)
Financing activities		(26,225	)		(36,559	)

Operating activities. Net cash used in operating activities during the six month period ended October 31, 2010 increased to $786,000 compared to $380,000 cash used in the period ended October 31, 2009. The difference is primarily due to expenses incurred in connection with the Washington casino acquisition.

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Investing activities. Net cash provided by investing activities during the six month period ended October 31, 2010 increased to $207,000 compared to net cash used of $10.6 million for the six month period ended October 31, 2009. The increase of funds provided is primarily due to the use of $11.1 million to acquire the three mini casinos in fiscal 2010.

Financing activities.  Net cash used for financing activities during the six month period ended October 31, 2010 was $26,000 compared to cash used of $36,000 for the six month period ended October 31, 2009.

Future Sources and Uses of Cash

We expect that our future liquidity and capital requirements will be affected by:

- capital requirements related to future acquisitions;

- cash flow from acquisitions;

- new management contracts;

- working capital requirements;

- obtaining funds via long-term debt instruments;

- debt service requirements;  and

- disposition of non-gaming related assets.

At October 31, 2010, outstanding indebtedness was $15.2 million, of which $4.0 million is due May 12, 2012, $0.1 million is due by May 16, 2012, $5.1 million is due July 23, 2012, and $6.0 million is due June 30, 2013. We anticipate that cash flow from the Colorado Grande Casino and the recently acquired mini-casinos in Washington State will generate sufficient cash flow to pay for corporate overhead, net interest expense and anticipated capital improvements.

The 260 acres in Black Hawk, CO is available for sale. If the acreage is sold we will use the proceeds to pay operating expenses or debt or, reinvest the funds into acquisition opportunities.

On October 31, 2010, excluding restricted cash of $0.7 million, we had cash and cash equivalents of $2.6 million.

Our Consolidated Financial Statements have been prepared assuming we will have adequate availability of cash resources to satisfy our liabilities in the normal course of business. We have made, and are in the process of making, arrangements to ensure that we have sufficient working capital to fund our obligations as they come due. These potential funding transactions include divesting of non-core assets and obtaining long-term financing. We believe that some or all of these sources of funds will be funded in a timely manner and will provide sufficient working capital for us to meet our obligations as they come due; however, there can be no assurance that we will be successful in divesting our non-core assets or achieving the desired level of working capital at terms that are favorable to us. Should cash resources not be sufficient to meet our current obligations as they come due, if we are unable to repay or refinance our long-term debts due in 2012 and 2013 and, if we are unable to acquire operations that generate positive cash flow, we would be required to curtail our activities and grow at a pace that cash resources could support which may require a restructuring of our debt or selling core assets of the Company.

Off-Balance Sheet Arrangements

None.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates, credit risk, commodity price and equity prices. Our primary exposure to market risk is credit risk concentrations. We do not believe we are subject to material interest risk.

Item 4.   Controls and Procedures

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. As a result of our evaluation, we concluded that our disclosure controls and procedures were effective as of October 31, 2010. There have not been any changes in our control over financial reporting during the six months ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1.   Legal Proceedings

The Company is not currently involved in any material legal proceedings.

Item 1A. Risk Factors

There have been no material changes in our risk factors  as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2010.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None. 

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Removed and Reserved

Item 5.   Other Information

None.

Item 6.   Exhibits

See the Index to Exhibits following the signature page hereto for a list of the exhibits filed pursuant to Item 601 of Regulation S-K

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nevada Gold & Casinos, Inc.
By:	/s/ James J. Kohn
James J. Kohn, Chief Financial Officer
Date: December 13, 2010

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INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.1A	Amended and Restated Articles of Incorporation of Nevada Gold & Casinos, Inc. (filed previously as Exhibit A to the Company's definitive proxy statement filed on Schedule 14A on July 30, 2001)
3.1B	Certificate of Amendment to the Articles of Incorporation of Nevada Gold & Casinos, Inc. (filed previously as Exhibit 4.2 to the Company’s Form S-8 filed October 11, 2002)
3.1C	Certificate of Amendment to the Articles of Incorporation of Nevada Gold & Casinos, Inc. (filed previously as Exhibit 3.3 to the Company’s Form 10-Q filed November 9, 2004)
3.1D	Certificate of Amendment to the Articles of Incorporation of Nevada Gold & Casinos, Inc. (filed previously as Exhibit 3.1 to the Company’s Form 8-K filed October 17, 2007)
3.2	Amended and Restated Bylaws of Nevada Gold & Casinos, Inc. (filed previously as Exhibit 3.2 to the Company’s From 10-QSB filed August 14, 2002)
3.3	Amended and Restated Bylaws of Nevada Gold & Casinos, Inc., effective July 24, 2007 (filed previously as Exhibit 3.2 to the Company’s From 8-K filed July 27, 2007)
4.1	Common Stock Certificate of Nevada Gold & Casinos, Inc. (filed previously as Exhibit 4.1 to the Company’s Form S-8/A, file no. 333-79867)
4.2	Second Amended and Restated Nevada Gold & Casinos, Inc. 1999 Stock Option Plan (filed previously as Exhibit 4.6 to the Company’s Form S-8, file no. 333-126027)
4.3	Nevada Gold & Casinos, Inc.’s 2009 Equity Incentive Plan (filed previously as Exhibit 10.1 to the Company’s Form S-8, file no. 333-158576)
10.1	Stock Purchase Agreement dated as of April 25, 2005 among Isle of Capri Black Hawk, L.L.C., IC Holdings Colorado, Inc., Colorado Grande Enterprise, Inc., and CGC Holdings, L.L.C. (filed previously as Exhibit 2.1 to the Company’s Form 8-K filed April 29, 2005)
10.2	Purchase Agreement dated November 25, 2009 between Nevada Gold BVR, LLC and B.V. Oro, LLC (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed December 12, 2009)
10.3	Asset Purchase Agreement dated March 12, 2009 among Crazy Moose Casino, Inc., Crazy Moose Casino II, Inc., Coyote Bob’s, Inc. and Gullwing III, LLC, as sellers, and NG Washington, LLC, as purchaser (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed March 13, 2009)
10.4	Agreement Regarding Loans effective March 1, 2009 between Nevada Gold & Casinos, Inc. and Louise H. Rogers (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed June 17, 2009)
10.5	Amended and Restated Security Agreement effective March 1, 2009 between Nevada Gold & Casinos, Inc. and Louise H. Rogers (filed previously as Exhibit 10.2 to the Company’s Form 8-K filed June 17, 2009)
10.6	Schedule of Collateral, Notes, Security Interests and Ownership Interests effective March 1, 2009 between Nevada Gold & Casinos, Inc. and Louise H. Rogers (filed previously as Exhibit 10.3 to the Company’s Form 8-K filed June 17, 2009)
10.7	Promissory Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers effective March 1, 2009 (filed previously as Exhibit 10.4 to the Company’s Form 8-K filed June 17, 2009)
10.8	July 2009 Amended and Restated Security Agreement among Nevada Gold & Casinos, Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado Grande Enterprises, Inc., Nevada Gold BVR, LLC and Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 7, 2009)
10.9	Schedule of Collateral, Notes, Security Interests and Ownership Interests dated July 7, 2009 among Nevada Gold & Casinos, Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado Grande Enterprises, Inc., Nevada Gold BVR, LLC and Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.2 to the Company’s Form 8-K filed July 7, 2009)

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10.10	Collateral Assignment of Notes, Contractual Rights, Security Interests, and Ownership Interests dated July 7, 2009 among Nevada Gold & Casinos, Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado Grande Enterprises, Inc., Nevada Gold BVR, LLC and Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.3 to the Company’s Form 8-K filed July 7, 2009)
10.11	Promissory Note issued by Nevada Gold & Casinos, Inc. to the senior lender dated July 7, 2009 between Nevada Gold & Casinos, Inc. and Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.4 to the Company’s Form 8-K filed July 7, 2009)
10.12	Loan Guaranty Agreement dated July 7, 2009 among Nevada Gold & Casinos, Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado Grande Enterprises, Inc., NG Washington, LLC, Nevada Gold BVR, LLC and Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.5 to the Company’s Form 8-K filed July 7, 2009)
10.13	Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd, as receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek, Inc. (filed previously as Exhibit 10.1 to the Company’s Form 8-K/A filed April 23, 2010)
10.14	Amendment to the Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as court-appointed receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc. and Silver Dollar Mill Creek, Inc. (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.15	Credit Agreement dated July 23, 2010 between NG Washington II Holdings, LLC, as Borrower, and Fortress Credit Corp., as agent for the lenders (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.16	Membership Interest Pledge Agreement dated July 23, 2010 between Nevada Gold & Casinos, Inc., as grantor, and Fortress Credit Corp., as agent for the lenders (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.17	Pledge and Security Agreement dated July 23, 2010 among NG Washington II Holdings, LLC and NG Washington II, LLC, as grantors, and Fortress Credit Corp., as agent for the lenders (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.18	Promissory Note dated July 23, 2010 issued by NG Washington II Holdings, LLC to Fortress Credit Funding II LP (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.19	Promissory Note dated July 23, 2010 issued by NG Washington II Holdings, LLC to Fortress Credit Opportunities I LP (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.20	Guaranty dated July 23, 2010 among NG Washington, LLC and NG Washington II, LLC, as guarantors, and Fortress Credit Corp., as agent for the lenders (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28, 2010)
10.21A (+)	Employment Agreement dated November 27, 2006 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.27 to the Company’s Form 10-Q filed December 15, 2006)
10.21B (+)	Amendment to the Employment Agreement dated August 30, 2007 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 99.1 to the Company’s Form 8-K filed August 31, 2007)
10.21C (+)	Amendment to the Employment Agreement dated October 30, 2007 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 99.1 to the Company’s Form 8-K filed October 30, 2007)
10.21D (+)	Second Amendment to the Employment Agreement dated January 23, 2009 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed January 24, 2009)
10.22A (+)	Employment Agreement dated October 24, 2006 by and between James J. Kohn and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to the Company’s Form 10-Q filed March 9, 2007)

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10.22B(+)	First Amendment to the Employment Agreement dated April 14, 2009 by and between James J. Kohn and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.24B to the Company’s Form 10-Q filed September 9, 2009)
10.23A (+)	Employment Agreement dated December 29, 2006 by and between Ernest E. East and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to the Company’s Form 10-Q filed March 9, 2007)
10.23B (+)	First Amendment to the Employment Agreement dated April 14, 2009 by and between Ernest E. East and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.25B to the Company’s Form 10-Q filed September 9, 2009)
10.23C (+)	Second Amendment to Employment Agreement between Nevada Gold & Casinos, Inc. and Ernest E. East dated June 8, 2010 (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed June 8, 2010)
23.1(*)	Consent of Independent Registered Public Accounting Firm
31.1(*)	Chief Executive Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act.
31.2(*)	Chief Financial Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act.
32.1(*)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(*)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+           Management contract or compensatory plan, or arrangement.

*           Filed herewith.

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