10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

   X  . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

or

 . 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:  000-52636

Nevada Gold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3724068
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
800 E. Colorado Blvd., Suite 888
Pasadena, CA	91101
(Address of principal executive offices)	(Zip Code)

626-683-7330

(Registrant’s telephone number, including area code)

_______________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  . 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes   X  . 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	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 . No   X  .

As of May 18, 2011, there were 42,865,074 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarterly period ended March 31, 2012, filed with the Securities and Exchange Commission on May 21, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6.   Exhibits.

The following Exhibits are being filed with this Amendment No. 1 to Quarterly Report on Form 10-Q/A.

Exhibit

Number

Description

31.1

Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a)

31.2

Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a)

32.1

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

32.2

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

101*

The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011, (ii) the Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, (iii) the Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, and (v) Notes to Condensed Consolidated Financial Statements.

**

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEVADA GOLD HOLDINGS, INC.

Dated: May 25, 2012

By:  /s/ Jimmy Wang     

Jimmy Wang

Controller

(Principal Financial Officer)

EXHIBIT INDEX

Exhibit

Number

Description

31.1

Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a)

31.2

Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a)

32.1

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

32.2

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011, (ii) the Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, (iii) the Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, and (v) Notes to Condensed Consolidated Financial Statements.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Jianguo Xu, the principal executive officer of Nevada Gold Holdings, Inc., certify that:

1.

I have reviewed this amendment to quarterly report on Form 10-Q/A of Nevada Gold Holdings, Inc.;

 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 25, 2012

/s/ Jianguo Xu

Jianguo Xu

Chief Executive Officer

(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Jimmy Wang, the principal financial officer of Nevada Gold Holdings, Inc., certify that:

1.

I have reviewed this amendment to quarterly report on Form 10-Q/A of Nevada Gold Holdings, Inc.;

 2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 25, 2012

/s/ Jimmy Wang       

Jimmy Wang

Controller

(principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Jianguo Xu, certify that:

1.

The Amendment to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012 (the “Report”) of Nevada Gold Holdings, Inc. (the “Company”) as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 25, 2012

/s/ Jianguo Xu     

Jianguo Xu

Chief Executive Officer

(principal executive officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Nevada Gold Holdings, Inc., and will be retained by Nevada Gold Holdings, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Jimmy Wang, certify that:

1.

The Amendment to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012 (the “Report”) of Nevada Gold Holdings, Inc. (the “Company”) as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 25, 2012

/s/ Jimmyt Wang     

Jimmy Wang

Controller

(principal financial officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Nevada Gold Holdings, Inc., and will be retained by Nevada Gold Holdings, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2012

NOTES PAYABLE

NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

During the three months ended March 31, 2012, the Company has received an l over-payment from ACI to $156,041. This loan is interest-free and it is due on demand.  

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NOTES RECEIVABLE

3 Months Ended

Mar. 31, 2012

NOTES RECEIVABLE

NOTES RECEIVABLE

NOTE 3 – NOTES RECEIVABLE

On January 26, 2011, the Company made a loan of $200,000 to Hybrid Kinetic Motors Corporation, a related party. On February 24, 2011, the Company made a loan of $400,000 to American Compass Inc.   (“ACI”), a related party; and on March 24, 2011, the Company made an additional loan of $400,000 to ACI. On various dates from April to June, the Company has made additional loans to ACI in the amount of $800,000, bring additional notes receivable from this party to $1,600,000 from February 2011 to June 2011. $480,000 was repaid by ACI during the year, bringing the new total to $1,120,000. Each of these loans is unsecured and due on demand with 3% interest per annum. During the three months ended March 31, 2012, the Company received payment from ACI to pay off the $1,120,000 loan. As of March 31, 2012, total notes receivable from related parties were $200,000.  The Company accrued interest receivables in the amount of $2,552 as of March 31, 2012.  Each of the borrowers is a wholly owned subsidiary of Hybrid Kinetic Group Ltd., which is also the parent of our controlling stockholder, Far East Golden Resources.  Hybrid Kinetic Group Ltd. guaranteed each of the loans.

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CONSOLIDATED BALANCE SHEET (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 532,221	$ 9,276
Prepaid expense	153,191	35,000
Notes receivable - related party	200,000	1,320,000
Accrued interest receivable - related party	2,552	15,724
Other current assets	0	0
Total current assets	887,964	1,380,000
Mining reclamation bond	0	0
Total assets	887,964	1,380,000
Current liabilities
Accounts payable	17,238	17,238
Notes payable	156,041	7,600
Other payable	9,020	14,510
Accrued expenses and other liabilities	70,658	141,836
Total current liabilities	252,957	181,184
Total liabilities	252,957	181,184
Stockholders' (deficit) equity
Preferred stock, $.001 par value; 10,000,000 shares authorized, 0 share issued and outstanding as of March 31, 2012 and December 31, 2011	0	0
Common stock, $.001 par value; 300,000,000 shares authorized, 43,844,054 shares issued and outstanding as of March 31, 2012 and December 31, 2011	43,844	43,844
Additional paid-in capital	5,286,323	5,286,323
Accumulated deficit	(4,695,160)	(4,131,351)
Total stockholders' (deficit) equity	635,007	1,198,816
Total liabilities and stockholders' (deficit) equity	$ 887,964	$ 1,380,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature of Business and Trade Name

Nevada Gold Holdings, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on April 16, 2004.  Nevada Gold Enterprises, Inc., a Nevada corporation, was incorporated under the laws of the State of Nevada on October 2, 2008.  On December 31, 2008, Nevada Gold Acquisition Corp., a Nevada corporation formed on December 18, 2008, and a wholly owned subsidiary of Nevada Gold Holdings, Inc., merged with and into Nevada Gold Enterprises, Inc. Nevada Gold Enterprises, Inc. was the surviving corporation in the Merger. As a result of the Merger, Nevada Gold Enterprises, Inc., became a wholly-owned subsidiary of Nevada Gold Holdings, Inc. The Merger was treated as a reverse merger and recapitalization for financial accounting purposes. As a result of the merger, the Company recorded an aggregate stock issuance of 2,626,263 shares of common stock with a net value of $(180,978). The negative recapitalization net value recognized was the result of the Company restating the equity structure of the legal subsidiary using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition.  Nevada Gold Enterprises, Inc. was considered the acquirer for accounting purposes, and Nevada Gold Holdings, Inc. is considered the surviving company for legal purposes. Accordingly, the accompanying financial statements present the historical financial statements of Nevada Gold Enterprises, Inc., as the historical financial statements of Nevada Gold Holdings, Inc., i.e. a reverse merger. The Company is engaged in the acquisition, exploration and development of gold mining claims in Nevada.

Basis of Presentation

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Use of Estimates

The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.

Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Nevada Gold Holdings, Inc. and its wholly owned subsidiary Nevada Gold Enterprises, Inc.  All significant intercompany transactions have been eliminated.

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited consolidated financial statements. The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

Basic and diluted earnings per share

Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2012 and 2011, fully diluted earnings per share excludes the dilutive effect of 43,844,054 common stock equivalents from options and warrants, because their inclusion would be anti-dilutive.  

The following is a reconciliation of basic and diluted earnings per share for 2012 and 2011:

	Three months ended March 31,
Historical net loss per share:	2012			2011
Net income (loss)	$	(563,809	)	$	(228,595	)
Shares used in computing basic per share amounts (weighted average)
Net income (loss) per share:		43,844,054			43,844,054
Basic and Diluted	$	(0.01	)	$	(0.01	)

Recently issued accounting standards

In May 2011 the FASB issued additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.

In June 2011, the Financial Accounting Standards Board, or FASB, issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.

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PREPAID EXPENSE

3 Months Ended

Mar. 31, 2012

PREPAID EXPENSE

PREPAID EXPENSE

NOTE 2 – PREPAID EXPENSE

The Company has entered into a lease with Gold Standard Royalty (GSR) and Gold Run Inc. for mineral right lease at the Tempo property in Lander County, Nevada. Per the lease, Nevada Gold is to pay the dollar equivalent of 90 oz of gold as advance minimum royalty to GSR from 2012 and onwards. The lease is in effect until terminated by either party. Payment in the amount of $153,191 was made during the three months ended March 31, 2012.

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CONSOLIDATED BALANCE SHEET PARENTHETICALS (USD $)	Mar. 31, 2012	Dec. 31, 2011
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	43,844,054	43,844,054
Common Stock, shares outstanding	43,844,054	43,844,054

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GOING CONCERN

3 Months Ended

Mar. 31, 2012

GOING CONCERN

GOING CONCERN

NOTE 12 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.  

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.  

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 18, 2012
Document and Entity Information
Entity Registrant Name	Nevada Gold Holdings, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001369203
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		42,865,074
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

Management has reviewed material events subsequent to the three months ended March 31, 2012 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures are required.

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	3 Months Ended		42 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Revenues	$ 0	$ 0	$ 0
Operating Expenses
Research and development	35,000	16,290	500,797
General and administrative	530,519	218,167	3,836,041
Total operating expenses	565,519	234,457	4,336,838
Loss from operations	(565,519)	(234,457)	(4,336,838)
Interest income (expense)
Interest income	1,710	5,862	21,072
Other income	0	0	2,367
Gain on settlement of derivative liability	0	0	112,500
Interest expense	0	0	(494,261)
Total interest income (expense)	1,710	5,862	(358,322)
Loss before income taxes	(563,809)	(228,595)	(4,695,160)
Provision for income taxes	0	0	0
Net loss	$ (563,809)	$ (228,595)	$ (4,695,160)
Net loss per share of common stock:
Basic	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding	43,844,054	43,844,054

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2012

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 7 – FAIR VALUE MEASUREMENTS

Effective January 1, 2009, the Company adopted new fair value accounting guidance. The adoption of the guidance was limited to financial assets and liabilities and did not have a material effect on the Company’s financial condition or results of operations.

The guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact business and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 — Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.

Assets Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of March 31, 2012:

	Total		Level 1		Level 2		Level 3
Cash (1)	$	532,221	$	532,221	$	-	$	-
Total cash equivalents as of March 31, 2012	$	532,221	$	532,221	$	-	$	-

(1)

Included in cash and cash equivalents on the Company's Balance Sheet.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENT AND CONTINGENCIES

Mining Lease

The Company is required under the terms of our property lease to make annual lease payments. The Company is also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the county in which its property is located in order to maintain its rights to explore and, if warranted, to develop its property. If the Company fails to meet these obligations, it will lose the right to explore for gold on its property.

The Company’s property lease is for an initial period of ten years from May 2007 and may be extended in five year increments for up to a total term of 99 years. The Company may terminate this lease at any time. Until production is achieved, the Company’s lease payments (deemed “advance minimum royalties”) consist of an initial payment of $5,000, which was made upon the effectiveness of the lease, followed by annual payments according to the following schedule:

Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
January 15, 2008 (paid)	$	10,000
January 15, 2009 (paid)	$	15,000
January 15, 2010 (paid)	$	30,000
January 15, 2011 (paid)	$	45,000
January 15, 2012 and annually thereafter during the term of the lease	The greater of $60,000 or the dollar equivalent of 90 ounces of gold.

In the event that the Company produces gold or other minerals from the leased Tempo claims, the Company’s lease payments will be the greater of (i) the advance minimum royalty payments according to the table above, or (ii) a production royalty equal to 4% of the gross sales price of any gold, silver, platinum or palladium that we recover plus 2% of the gross sales price of any other minerals that the Company recovers. The Company’s lease expressly states that we have no rights to any oil, gas, hydrocarbons and geothermal resources that may be found on the property. Under certain conditions, the lessor may elect to take its production royalty in cash rather than in kind. In the event that the Company produces gold or other minerals from Tempo and pay the lessor a production royalty, then, within any one calendar year, the Company may use 100% of that year’s advance royalty payment as a credit against the Company’s royalties payable for that year. If the Company’s royalty payments payable for that year are greater than the Company’s advance royalty payment paid for that year, then the Company can credit all advance minimum royalty payments made in previous years against 50% of the production royalty payable for that year.

In the event that the Company pays the lessor a production royalty, the Company has the option to repurchase up to two points of the royalty payable on gold, silver, platinum or palladium, which would have the effect of thereafter permanently reducing the lessor’s production royalty on gold, silver, platinum or palladium from 4% to 2% of the Company’s gross sales price for those minerals. The purchase price for each royalty “point” shall be according to the following schedule:

Royalty Point Purchased		Price
First 1%	$	1,500,000
Second 1%	$	3,000,000

The Company cannot purchase the remaining 2% production royalty on gold, silver, platinum or palladium or the 2% production royalty applicable to all other minerals.

The Company’s lease required us to perform $50,000 worth of physical work on the property for 2009. Starting in 2010 and thereafter, the Company must perform a minimum of $50,000 worth of work annually on the property, of which at least $25,000 is physical work.  Work performed in any year in excess of these amounts is carried forward to offset the obligation in future years.  The Company met its commitment for 2010 but did not do so for 2011.

The Company is required to make annual claim maintenance payments to the Bureau of Land Management and to the counties in which its property is located. If the Company fails to make these payments, it will lose its rights to the property. As of the date of this Report, the annual maintenance payments are approximately $155 per claim, consisting of payments to the Bureau of Land Management and to the counties in which the Company’s properties are located. The Company’s property consists of an aggregate of 206 lode claims. The aggregate annual claim maintenance costs are currently approximately $32,000.

On March 31, 2012, the Company received a notice from the Committee on Foreign Investment in the United States (CFIUS) of the Department of the Treasury that an agency notice has been filed with regard to Far East Golden Resources Investment Limited’s acquisition of 88.4 percent of the outstanding common shares of the Company. On April 26, 2012, the Company received another notice from CFIUS that CFIUS is undertaking an investigation of that transaction. Further, it is indicated that the investigation will be completed no later than June 11, 2012. The Company has promptly responded to CFIUS’ inquiries and the outcome is yet to be determined..

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2012

CAPITAL STOCK

CAPITAL STOCK

NOTE 10 – CAPITAL STOCK

Contribution of Capital

On February 17, 2010 a shareholder of the Company transferred 66,667 shares of the Company’s common stock from his personal account to an unrelated entity as a payment for investor relations and corporate communication services for the Company. The Company valued these shares at $0.75 per share based on the quoted market price of the shares, resulting in a total value of the shares transferred of $50,000.  Accordingly, the Company recorded a contribution of capital in the amount of $50,000 during the year ended December 31, 2010.

Private Placement Offering

On October 29, 2010 the Company consummated a private placement offering (“the offering”) whereby the Company issued 38,833,356 units at $0.10 per unit for total proceeds of $3,883,337.  The proceeds consisted of $3,450,000 in cash, conversions of $313,337 in convertible notes payable, and $120,000 as credit on certain of the Company’s trade payables.  Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at $0.10 per share, exercisable for a period of five years from the date of closing.  The offering resulted in the Company undergoing a change in control, with Far East Golden Resources Investment Limited holding 30,000,000 of 43,694,054 (69%) post-offering common shares.  The offering warrants were valued using the Black Scholes model using the following assumptions: stock price at valuation, $0.36; strike price, $0.10; risk free rate 0.97%; 5 year average expected warrant term; and volatility of 113%. The Company attributed $2,969,195 of the offering proceeds associated with the transaction to the warrants based on the fair value of the warrants. The fair value of the warrants were accounted for as both an increase to additional paid in capital and as a decrease to additional paid in capital since the warrants were considered an incremental direct cost of raising capital.

In connection with the private placement offering transaction, the Company analyzed the contingent conversion features of the convertible notes and recorded interest expense totaling approximately $300,000 based on the intrinsic values of the convertible notes at the time of conversion and a market price of $0.36 per share.

Other Issuances

On November 18, 2010 the Company’s Board of Directors resolved to issue 150,000 shares of common stock to an independent third-party investor relations firm, as payment for services rendered during 2010. The Company valued these shares at $0.35 per share based on the quoted market price of the shares, resulting in a total value of the shares transferred of $52,500.  

Stock Option Awards

On November 5, 2009, the Company’s Board of Directors granted to David Rector, in connection with his appointment as the Company’s Chief Executive Officer, President, Secretary and director, incentive stock options to purchase 66,667 shares of Common Stock at a purchase price of $2.10 per share (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 4, 2014.

On November 16, 2009, the Company’s Board of Directors granted to John N. Braca, in connection with his appointment as a director, non-qualified stock options to purchase 16,667 shares of Common Stock at a purchase price of $1.95 per share (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 15, 2014.

On December 30, 2008, the Board of Directors of the Company adopted, and its stockholders approved, the 2008 Equity Incentive Plan (the “Plan”) which initially provided for incentive award grants of up to 266,667 shares of Common Stock.   However, in connection the Company’s 1-for-15 reverse stock split effected in September 2010, with stockholder approval, the Company amended the Plan to increase the total number of shares of Common Stock that may be granted pursuant to awards there under from 266,667 to 3,000,000, and to add a provision for automatic annual increases based on increases in the Company’s capitalization (the “Evergreen Clause”).

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the table below. Expected volatilities are based on implied volatilities from, historical volatility of the Company’s stock, and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	March 31, 2012
Expected volatility		294	%
Expected dividends		0	%
Expected term (in years)		1
Risk-free rate		0.12	%

A summary of option activity under the Plan as of March 31, 2012, and changes during the year then ended is presented below:

Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2011		83,333	$	2.001		3.9	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at March 31, 2012		83,333	$	2.001		3.9	$	-
Exercisable at March 31, 2012		83,333	$	2.001		3.9	$	-

The weighted-average grant-date fair value of options granted during the years ended March 31, 2012 and 2011 was both $0.

The Company recorded $0 stock-based compensation for the three months ended March 31, 2012 and there was no change to the Company’s non-vested shares as of three months ended March 31, 2012. 

Warrants

A summary of warrant activity as of March 31, 2012, and changes during the year then ended is presented below:

Warrants	Shares
Outstanding at December 31, 2011		37,966,653
Granted		-
Exercised		-
Forfeited or expired		-
Outstanding at March 31, 2012		37,966,653
Exercisable at March 31, 2012		37,966,653

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

Hybrid Kinetic Group Ltd. is the parent of the Company’s controlling stockholder, Far East Golden Resources.

Office services are provided without charge by the primary shareholder of the Company. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein.

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SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2012

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 9 – SHAREHOLDERS’ EQUITY

In December 2009, a $100,000 note was issued to Theory Capital Corp. with an interest of 10% per annum until paid in full. The note was due on June 4, 2010 but it was not paid and it is now in default.  According to Theory Capital Agreement, upon closing of the private placement offering (“PPO”) on or before the due date, June 4, 2010, the outstanding principal amount of the Note shall automatically, without any action by lender or borrower, be converted into shares of Common Stock, at a price per share (the “Conversion Price”) equal to the price per share of Common Stock paid by investors in the PPO.  Even though the convertible note has not been paid, the agreement required the $100,000 need to be automatically converted to common stock when due on June 4, 2010. Currently the common stocks have not been issued as of March 31, 2012; however, the shareholders have the right to claim the common stocks. The Company reclassified the $100,000 Theory convertible notes from notes payable to equity as of December 31, 2010 and the Company needs to issue the common stock for the $100,000 convertible notes soon.

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OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

3 Months Ended

Mar. 31, 2012

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

NOTE 11 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

The Company has not entered into any transactions with unconsolidated entities whereby it has financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)	3 Months Ended		42 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Cash flows from operating activities
Net Income	$ (563,809)	$ (228,595)	$ (4,695,160)
Adjustments to reconcile net income to net cash used by operating activities:
Stock based compensation	0	0	131,508
Common stock issued for services	0	0	290,590
Contributed services or common stock contributed for services	0	0	125,000
Gain on change in derivative liability	0	0	(112,500)
Interest expense related to intrinsic value of converted promissory notes	0	0	300,000
Changes in operating assets and liabilities:
Prepaid expenses	(118,191)	0	(153,191)
Notes receivables	1,120,000	0	(200,000)
Accrued interest receivable - related party	13,172	(2,433)	(2,552)
Other assets	0	0	0
Accounts payable and accrued interest payable	0	18,098	71,707
Other payable	(5,490)	0	(5,490)
Accrued expenses and other liabilities	(71,178)	0	70,658
Net cash used by operating activities	374,504	(212,930)	(4,179,430)
Cash flows from investing activities
Purchase of mining reclamation bond	0	0	0
Notes receivable - related parties	0	(1,000,000)	0
Change in cash held in trust	0	0	0
Net cash provided (used) by investing activities	0	(1,000,000)	0
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs	0	0	4,313,210
Proceeds from notes payable	148,441	0	598,441
Payments on notes payable	0	0	(200,000)
Bank overdraft	0	25,587	0
Issuance of common stock	0	0	0
Net cash provided by financing activities	148,441	25,587	4,711,651
Net change in cash and cash equivalent	522,945	(1,187,343)	532,221
Cash and cash equivalent at the beginning of year	9,276	2,995,727	0
Cash and cash equivalent at the end of year	532,221	1,808,384	532,221
Supplemental disclosures of cash flow Information:
Cash Paid for Interest	$ 0	$ 0	$ 8,082

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2012

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 5 – ACCRUED EXPENSES

During the year ended December 31, 2011, the Company has accrued director fee in the amount of $60,000 and accrued expenses related to an issuance of the convertible note back in 2009 in the amount of $10,657. Together with the accrued interest from the Theory Capital Corp. note, total accrued expenses as of March 31, 2012 are $70,658.