UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-1369203
CUSIP Number: 641267 109
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form 10-D
|_| Form N-SAR |_| Form N-CSR
For period ended: December 31, 2009
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the transition period ended:
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
Full name of registrant: Nevada Gold Holdings, Inc.
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Address of Principal Executive Office: 1640 Terrace Way
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City, State and Zip Code: Walnut Creek, CA 94597
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Copy to:
Adam S. Gottbetter, Esq.
Gottbetter & Partners, LLP
488 Madison Avenue, 12th Floor
New York, NY 10022
Phone: (212) 400-6900
Facsimile: (212) 400-6901
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reason 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 fifteenth 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,
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, 2009 (the "Report") by the prescribed date
of March 31, 2010, 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) 400-6900
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(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
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
Significant Change in Results of Operations Summary:
Revenues and Other Income
During the twelve month period ended December 31, 2009, the registrant
remained in the exploration stage and we did not realize any revenues from
operations. Similarly, we did not realize any revenues from operations
during the period from inception on October 2, 2008 through December 31,
2008.
Operating Expenses
General and administrative expenses totaled $520,845 in the year ended
December 31, 2009, an increase of $325,226 from $195,619 of general and
administrative expenses incurred in the period from inception on October
2, 2008 through December 31, 2008. Exploration costs incurred in the year
ended December 31, 2009 was $92,057, an increase of $71,592 over $20,465
in exploration costs incurred in the period ended December 31, 2008. The
primary reason our operating expenses increased significantly for the year
ended December 31, 2009 compared to the 2008 period is the fact that the
2008 period, from inception on October 2, 2008 through December 31, 2008,
does not represent an entire calendar year, but consisted of only 90 days.
Net Losses
As a result of the foregoing, the registrant incurred a net loss of
$612,902, or ($0.01) per share, in the year ended December 31, 2009,
compared to a net loss of $216,084, or ($0.01) per share, in the period
from inception on October 2, 2008 through December 31, 2008. Our increase
in net loss in the 2009 period is due primarily to the fact that the 2008
period does not represent a full calendar year.
The foregoing information is preliminary and unaudited and may be subject
to change in the Report when filed.
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Nevada Gold Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
heretofore duly authorized.
Date: April 1, 2010
By: /s/ David Rector
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Name: David Rector
Title: Chief Executive Officer and President
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