SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
SEC File Number: 333-140148
CUSIP Number: 641267109
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 10-D
|_| Form 20-F |_| Form 10-Q |_| Form N-SAR |_| Form N-CSR
For period ended December 31, 2008
-----------------
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the transition period ended N/A
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: N/A
PART I--REGISTRANT INFORMATION
Full name of registrant: Nevada Gold Holdings, Inc.
Former name if applicable: Nano Holdings International, Inc.
Address of principal executive office: 1265 Mesa Drive
City, State and Zip Code: Fernley, NV 89408
PART II--RULE 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 appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or subject distribution report on
Form 10-D, 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 reason why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report or portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant is unable to file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 (the "Report") by the prescribed date
of March 31, 2009, without unreasonable effort or expense because the
registrant needs additional time to complete certain disclosures and
analyses to be included in the Report. The registrant intends to file its
Report on or prior to the fifteenth calendar day following the prescribed
due date.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact with regard to this
notification.
Barrett S. DiPaolo (212) 400-6910
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the Registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). |X| Yes |_| No
2
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
On December 31, 2008, a special-purpose subsidiary of the registrant
merged with and into Nevada Gold Enterprises, Inc., a Nevada corporation
("NGE") formed on October 7, 2008, with NGE being the surviving
corporation (the "Merger"). As a result of the Merger, NGE became a
wholly-owned subsidiary of the Registrant. The Merger was accounted for as
a "reverse merger," and NGE was deemed to be the acquirer in the reverse
merger. Consequently, the assets and liabilities and the historical
operations that will be reflected in the financial statements prior to the
Merger will be those of NGE. Therefore, the results of operations to be
included in the Report are not comparable to those presented in the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007; nor are there any results of operations of NGE for the
prior fiscal year.
3
Nevada Gold Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
heretofore duly authorized.
Date: March 31, 2009
By: /s/ David C. Mathewson
----------------------------------------
Name: David C. Mathewson
Title: President and Chief Executive Officer
4