UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




Amendment No. 2 to


FORM
10-K


(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      fiscal year ended: December 31,
      2009




OR




o
            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:  333-140148




Nevada
      Gold Holdings, Inc.(Exact
      name of registrant as specified in its charter)





Nevada
                  
                  20-3724068(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (IRS
      Employer Identification No.)





1640
      Terrace Way
                    Walnut
      Creek, California
                  
                  94597(Address
      of principal executive offices)
                  
                  (Postal
      Code)




Registrant’s
telephone number, including area code:  (775) 835-6177




Securities
registered under Section 12(b) of the Act:  None




Securities
registered under Section 12(g) of the Act:  Common Stock, Par Value of $0.001 Per
Share




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes o   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  Yes o   No x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 o




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
12 months (or for such shorter period that the registrant was required to submit
and post such files).   Yes o   No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o




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




Large
Accelerated Filer o                                                    Accelerated
Filer o


Non-Accelerated
Filer o                                                      Smaller
reporting company x


(Do
not check if a smaller reporting company)




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




On June
30, 2009, the last business day of the registrant’s most recently completed
second fiscal quarter, 48,121,946 shares of its Common Stock, $0.001 par value
per share (its only class of voting or non-voting common equity) were held by
non-affiliates of the registrant.  The market value of those shares
was $10,586,828, based on the last sale price of $0.22 per share of the Common
Stock on that date.  For this purpose, shares of Common Stock
beneficially owned by each executive officer and director of the registrant and
each beneficial owner of 10% or more of the Common Stock outstanding have been
excluded because such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.




As of
April 14, 2010, there were 76,430,476 shares of the registrant's common stock,
par value $0.001, issued and outstanding.






DOCUMENTS
INCORPORATED BY REFERENCE


None
  
 
  Explanatory
Note
  This
Amendment No. 2 to the Annual Report on Form 10-K of Nevada Gold Holdings, Inc.
(the “Company”), for the fiscal year ended December 31, 2009, is being filed
solely to include the report of the Company’s independent registered public
accounting firm, GBH CPAs PC, on its opinion with respect to the Company’s
consolidated financial statements for the fiscal years ended December 31, 2009
and 2008, appearing on page F-2, which report was inadvertently omitted from the
Company’s Form 10-K/A filed on April 20, 2010.
  Except as
described above, this Amendment No. 2 to Form 10-K does not revise, update or in
any way affect any information or disclosure contained in the Company’s Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2009, as filed on
April 20, 2010, and we have not updated the disclosures contained therein to
reflect any events that have occurred after that date.


SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 NEVADA
      GOLD HOLDINGS, INC.Dated:  April
      22, 2010
                By:
                /s/ David
      RectorDavid
      RectorChief
      Executive Officer, President, Secretary and
  Treasurer
  50
  FINANCIAL
      STATEMENTS
 
 PageReport
      of Independent Registered Public Accounting Firm
                    
                    F-2Consolidated
      Balance Sheets as of December 31, 2009 and 2008
                    
                    F-3Consolidated
      Statements of Operations for the years ended December 31, 2009 and
      2008
                    
                    F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from June 9,
      2006 to December 31, 2009
                    
                    F-5Consolidated
      Statements of Cash Flows for the years ended December 31, 2009 and
      2008
                    
                    F-6Notes
      to Financial Statements
                    
                    F-7
  F-1
  Report of Independent
Registered Public Accounting Firm
 To the
Board of Directors and Stockholders
 Nevada
Gold Holdings, Inc.
 (An
Exploration Stage Company)
 Walnut
Creek, California
 
 We have
audited the accompanying consolidated balance sheets of Nevada Gold Holdings,
Inc. (the “Company”) (an
exploration stage company) as of December 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders’ equity (deficit)
and cash flows for the year ended December 31, 2009, for the period from
Inception (October 2, 2008) through December 31, 2008 and for the period from
Inception (October 2, 2008) through December 31, 2009. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, audits of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
 The 2008
consolidated statements have been restated for the correction of an error. See
Note 8 to the consolidated financial statements describing the
restatement.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Nevada Gold
Holdings, Inc. as of December 31, 2009 and 2008 and the consolidated results of
their operations and their consolidated cash flows for the year ended December
31, 2009, for the period from Inception (October 2, 2008) through December 31,
2008 and for the period from Inception (October 2, 2008) through December
31, 2009, in conformity with accounting principles generally accepted in the
United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and has
accumulated losses since inception. Those conditions raise substantial doubt
about the Company’s ability to
continue as a going concern. Management’s plans in regard
to those matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
     www.gbhcpas.com
  F-2
  NEVADA
GOLD HOLDINGS, INC.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheet
 ASSETSDecember
      31,
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  December
      31,2009
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  2008(Restated)CURRENT
      ASSETSCash
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  158,398
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  -Cash
      held in trust
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  253,440Total
      Current Assets
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  158,398
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  253,440OTHER
      ASSETSMining
      reclamation bond
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  15,444
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -Total
      Other Assets
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  15,444
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -TOTAL
      ASSETS
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  173,842
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  253,440LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  70,480
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  233,354Derivative
      liability
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  112,500Note
      payable
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  100,000
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -Total
      Current Liabilities
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  170,480
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  345,854STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock:$0.001 par value, 10,000,000 shares authorized;
      no shares issued and outstanding
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  -Common stock:$0.001
      par value, 300,000,000 shares authorized;
      72,631,946 and 71.001.946 shares issued
      and outstanding, respectively
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  72,632
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  71,002Additional
      paid-in capital (deficit)
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  817,944
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  (142,520
                                                                                                                                                                                                                                                                  )Deficit
      accumulated during the exploration stage
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  (887,214
                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  (20,896
                                                                                                                                                                                                                                                                  )Total
      Stockholders' Equity (Deficit)
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  3,362
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  (92,414
                                                                                                                                                                                                                                                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  173,842
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                  253,440


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




F-3


NEVADA
GOLD HOLDINGS, INC.


(An
Exploration Stage Company)


Consolidated
Statement of Operations




From
      Inception
                                                    
                                                    
                                                    From
      InceptionFor
      the Year
                                                    
                                                    
                                                    on
      October 2,
                                                    
                                                    
                                                    on
      October 2,Ended
                                                    
                                                    
                                                    2008
      Through
                                                    
                                                    
                                                    2008
      ThroughDecember
      31,
                                                    
                                                    
                                                    December
      31,
                                                    
                                                    
                                                    December
      31,2009
                                                    
                                                    
                                                    2008
                                                    
                                                    
                                                    2009REVENUES
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -EXPENSESGeneral
      and administrative
                                                    
                                                    
                                                    615,580
                                                    
                                                    
                                                    
                                                    431
                                                    
                                                    
                                                    
                                                    616,011Exploration
      costs
                                                    
                                                    
                                                    205,156
                                                    
                                                    
                                                    
                                                    20,465
                                                    
                                                    
                                                    
                                                    225,621Total
      Expenses
                                                    
                                                    
                                                    820,736
                                                    
                                                    
                                                    
                                                    20,896
                                                    
                                                    
                                                    
                                                    841,632OTHER
      INCOME (EXPENSE)Interest
      expense
                                                    
                                                    
                                                    (158,082
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (158,082
                                                    )Gain
      on settlement of derivative liability
                                                    
                                                    
                                                    112,500
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    112,500Total
      Other Income (Expense)
                                                    
                                                    
                                                    (45,582
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (45,582
                                                    )LOSS
      BEFORE INCOME TAXES
                                                    
                                                    
                                                    (866,318
                                                    )
                                                    
                                                    
                                                    (20,896
                                                    )
                                                    
                                                    
                                                    (887,214
                                                    )INCOME
      TAX EXPENSE
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -NET
      LOSS
                                                    
                                                    $
                                                    (866,318
                                                    )
                                                    
                                                    $
                                                    (20,896
                                                    )
                                                    
                                                    $
                                                    (887,214
                                                    )BASIC
      AND DILUTED LOSS PER COMMON SHARE
                                                    
                                                    $
                                                    (0.01
                                                    )
                                                    
                                                    $
                                                    (0.00
                                                    )WEIGHTED AVERAGE
      NUMBER OF
      COMMON SHARES OUTSTANDING, BASIC
      AND DILUTED
                                                    
                                                    
                                                    72,445,261
                                                    
                                                    
                                                    
                                                    70,633,946






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




F-4




NEVADA
GOLD HOLDINGS, INC.


(An
Exploration Stage Company)


Consolidated
Statement of Stockholders' Equity (Deficit)




DeficitAccumulated
                                                                                  
                                                                                  
                                                                                  TotalAdditional
                                                                                  
                                                                                  
                                                                                  During
      the
                                                                                  
                                                                                  
                                                                                  Stockholders'Common
      Stock
                                                                                  
                                                                                  
                                                                                  Paid-In
                                                                                  
                                                                                  
                                                                                  Exploration
                                                                                  
                                                                                  
                                                                                  EquityShares
                                                                                  
                                                                                  
                                                                                  Amount
                                                                                  
                                                                                  
                                                                                  Capital
                                                                                  
                                                                                  
                                                                                  Stage
                                                                                  
                                                                                  
                                                                                  (Deficit)Balance
      at inception onOctober
      2, 2008
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -Common
      stock issuedto
      founders for cashon
      October 2, 2008
                                                                                  
                                                                                  
                                                                                  30,480,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  30,480
                                                                                  
                                                                                  
                                                                                  
                                                                                  (30,480
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Recapitalization
      pursuant toreverse
      merger
                                                                                  
                                                                                  
                                                                                  39,393,946
                                                                                  
                                                                                  
                                                                                  
                                                                                  39,394
                                                                                  
                                                                                  
                                                                                  
                                                                                  (220,372
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (180,978
                                                                                  )Common
      stock issued for debtissuance
      costs onDecember
      31, 2008
                                                                                  
                                                                                  
                                                                                  300,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  300
                                                                                  
                                                                                  
                                                                                  
                                                                                  37,200
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  37,500Common
      stock issued for cashon
      December 31, 2008, net of$31,540
      of direct issuance costs
                                                                                  
                                                                                  
                                                                                  828,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  828
                                                                                  
                                                                                  
                                                                                  
                                                                                  71,132
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  71,960Net
      loss for the period frominception
      on October 2, 2008through
      December 31, 2008
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (20,896
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (20,896
                                                                                  )Balance,
      December 31, 2008
                                                                                  
                                                                                  
                                                                                  71,001,946
                                                                                  
                                                                                  
                                                                                  
                                                                                  71,002
                                                                                  
                                                                                  
                                                                                  
                                                                                  (142,520
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (20,896
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (92,414
                                                                                  )Common
      stock issued for cash,net
      of $4,130 of direct issuance costs
                                                                                  
                                                                                  
                                                                                  3,330,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,330
                                                                                  
                                                                                  
                                                                                  
                                                                                  787,920
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  791,250Common
      stock issued forservices
      rendered
                                                                                  
                                                                                  
                                                                                  300,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  300
                                                                                  
                                                                                  
                                                                                  
                                                                                  74,700
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  75,000Common
      shares cancelled
                                                                                  
                                                                                  
                                                                                  (2,000,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  2,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Contributed
      services
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  75,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  75,000Stock-based
      compensation
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  20,844
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  20,844Net
      loss for the year endedDecember
      31, 2009
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (866,318
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (866,318
                                                                                  )Balance,
      December 31, 2009
                                                                                  
                                                                                  
                                                                                  72,631,946
                                                                                  
                                                                                  
                                                                                  $
                                                                                  72,632
                                                                                  
                                                                                  
                                                                                  $
                                                                                  817,944
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (887,214
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  3,362






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




F-5




NEVADA
GOLD HOLDINGS, INC.


(An
Exploration Stage Company)


Consolidated
Statement of Cash Flows




From
      Inception
                                              
                                              
                                              From
      InceptionFor
      the Year
                                              
                                              
                                              on
      October 2,
                                              
                                              
                                              on
      October 2,Ended
                                              
                                              
                                              2008
      Through
                                              
                                              
                                              2008
      ThroughDecember
      31,
                                              
                                              
                                              December
      31,
                                              
                                              
                                              December
      31,2009
                                              
                                              
                                              2008
                                              
                                              
                                              2009OPERATING
      ACTIVITIESNet
      loss
                                              
                                              $
                                              (866,318
                                              )
                                              
                                              $
                                              (20,896
                                              )
                                              
                                              $
                                              (887,214
                                              )Adjustments
      to Reconcile Net Loss to Net CashProvoded
      by (Used in) Operating ActivitiesCommon
      stock issued for services
                                              
                                              
                                              95,844
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              95,844Contributed
      services
                                              
                                              
                                              75,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              75,000Gain
      on change in derivative liability
                                              
                                              
                                              (112,500
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (112,500
                                              )Changes
      in Operating Assets and Liabilities:Increase
      in accounts payable
                                              
                                              
                                              (162,874
                                              )
                                              
                                              
                                              52,376
                                              
                                              
                                              
                                              (110,498
                                              )Net Cash Provided by
      (Used in) Operating
      Activities
                                              
                                              
                                              (970,848
                                              )
                                              
                                              
                                              31,480
                                              
                                              
                                              
                                              (939,368
                                              )INVESTING
      ACTIVITIES
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Purchase
      of mining reclamation bond
                                              
                                              
                                              (15,444
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (15,444
                                              )Change
      in cash held in trust
                                              
                                              
                                              253,440
                                              
                                              
                                              
                                              (253,440
                                              )
                                              
                                              
                                              -Net Cash Provided by
      (Used in) Investing
      Activities
                                              
                                              
                                              237,996
                                              
                                              
                                              
                                              (253,440
                                              )
                                              
                                              
                                              (15,444
                                              )FINANCING
      ACTIVITIESProceeds from
      issuance of common stock, net
      of issuance costs
                                              
                                              
                                              791,250
                                              
                                              
                                              
                                              71,960
                                              
                                              
                                              
                                              863,210Proceeds
      from notes payable
                                              
                                              
                                              100,000
                                              
                                              
                                              
                                              150,000
                                              
                                              
                                              
                                              250,000Net
      Cash Provided by Financing Activities
                                              
                                              
                                              891,250
                                              
                                              
                                              
                                              221,960
                                              
                                              
                                              
                                              1,113,210NET
      DECREASE IN CASH
                                              
                                              
                                              158,398
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              158,398CASH
      AT BEGINNING OF PERIOD
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -CASH
      AT END OF PERIOD
                                              
                                              $
                                              158,398
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              158,398SUPPLEMENTAL
      DISCLOSURES OF CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                              
                                              $
                                              8,082
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              8,082Income
      Taxes
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -






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




F-6




NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008


NOTE 1 -
ORGANIZATION AND DESCRIPTION OF BUSINESS
  Nevada
Gold Holdings, Inc. (the “Company”, formerly known as Nano Holdings
International, Inc.) 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. (the “Merger”). 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.
  Pursuant
to the Merger, Nevada Gold Holdings, Inc. ceased operating as a distributor of
party and drinking supplies and acquired the business of Nevada Gold
Enterprises, Inc., to engage in the exploration and eventual development of gold
mines and will continue the Company’s existing business operations as a
publicly-traded company under the name 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 39,393,946 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. As used herein, the “Company” means Nevada Gold Holdings,
Inc.
 
 NOTE 2 -
GOING CONCERN
  The
Company's consolidated financial statements are prepared using generally
accepted accounting principles 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. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern and has accumulated losses
since inception. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.
  In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
  The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern
  NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES
  a.   Accounting
Method
 
 The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31
year-end.
  F-7
 NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 b.  Revenue
Recognition
 
 The
Company has not earned any revenues since inception.  The Company will
develop appropriate revenue recognition policies at such time that planned
principal operations become feasible.
 
 c.  Income
Taxes
 
 The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered.  The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
 
 d.   Use
of Estimates
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles 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.  Actual results could differ from those
estimates.
 
 e.  Basic
Earnings (Loss) Per Share
 
 Basic net
earnings (loss) per common share is computed by dividing net earnings (loss)
applicable to common shareholders by the weighted-average number of common
shares outstanding during the period. Diluted net earnings (loss) per common
share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock
equivalents, consisting of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-average number
of common shares outstanding excludes common stock equivalents, because their
inclusion would be anti-dilutive.
 
 The
dilutive effect of outstanding stock options and warrants is reflected in
diluted earnings per share by application of the treasury stock method. The
dilutive effect of outstanding convertible securities is reflected in diluted
earnings per share by application of the if-converted method.
 
 F-8
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
   NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 e. Basic
Earnings (Loss) Per Share (Continued)
 
 The
following is a reconciliation of basic and diluted earnings per share for 2009
and 2008:
 
 Periods
      EndedDecember
      31,2009
                  
                  
                  2008Numerator:Net
      income (loss) available to common shareholders
                  
                  $
                  (866,318
                  )
                  
                  $
                  (20,896
                  )Denominator:Weighted
      average shares - basic
                  
                  
                  72,445,261
                  
                  
                  
                  70,633,946Net
      income (loss) per share - basic
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Potential
      dilutive effect of common stock equivalents:Options
      and warrants
                  
                  
                  -
                  
                  
                  
                  -Convertible
      Debt
                  
                  
                  -
                  
                  
                  
                  -Denominator:Weighted
      average shares - diluted
                  
                  
                  72,445,261
                  
                  
                  
                  70,633,946Net
      income (loss) per share - diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
 
 For the
year ended December 31, 2009, fully diluted earnings per share excludes the
dilutive effect of 4,470,000 common stock equivalents from options and
warrants and 1,250,000 common stock equivalents from convertible debt, because
their inclusion would be anti-dilutive. For the period ended December 31,
2008, fully diluted earnings per share excludes the dilutive effect of 600,000
common stock equivalents from convertible debt, because their inclusion would be
anti-dilutive.
 
 f.  Cash
and Cash Equivalents
 
 The
Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.
 
 g.  Common
Stock
 
 The
holders of the Company’s common stock are entitled to receive dividends out of
assets or funds legally available for the payment of dividends of such times and
in such amounts as the board from time to time may determine.  Holders
of common stock are entitled to one vote for each share held on all matters
submitted to a vote of shareholders.  There is no cumulative voting of
the election of directors then standing for election.  The common
stock is not entitled to pre-emptive rights and is not subject to conversion or
redemption.  Upon liquidation, dissolution or winding up of the
company, the assets legally available for distribution to stockholders are
distributable ratably among the holders of the common stock after payment of
liquidation preferences, if any, on any outstanding payment of other claims of
creditors.
 
 F-9
 
 NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 h.  Preferred
Stock
 
 Shares of
preferred stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
the board of directors of the Company.  Preferred stock shall have
such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as may be adopted from time
to time by the board of directors.
 
 i.
General and Administrative Expenses
 
 General
and administrative expenses include those costs not directly related to the
sales of the Company’s products. These expenses include travel, administrative
compensation, and various legal and professional fees.
 
 j.  Principles
of Consolidation
 
 The
accompanying 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.
 
 
 
 F-10
 
 NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 k.  Recent
Accounting Pronouncements
 In May
2009, the Company adopted the Codification standards that establish standards
for accounting for and disclosing subsequent events (events which occur after
the balance sheet date but before financial statements are issued or are
available to be issued). The standard requires and entity to disclose the date
subsequent events were evaluated and whether that evaluation took place on the
date financial statements were issued or were available to be issued. It is
effective for interim and annual periods ending after June 15, 2009. Management
has reviewed all subsequent events through the date that the financial
statements were issued in accordance with this pronouncement.  The
adoption of this standard did not have a material impact on the Company’s
financial condition or results of operation.
 
 In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification (the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP.  Rules and interpretive releases of the Securities
and Exchange Commission ("SEC") under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  The introduction
of the Codification does not change GAAP and other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on our consolidated financial statements.
   
 l. Income
Taxes
 
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a
valuation  allowance when, in the opinion of management,  it
is more likely than not that some  portion or all of the deferred tax
assets will to be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of
enactment.
 
 Net
deferred tax assets consist of the following components as of December 31, 2009
and 2008:
  2009
                            
                            
                            2008Deferred
      tax assets:NOL
      carryover
                            
                            $
                            346,013
                            
                            
                            $
                            8,149Valuation
      allowance
                            
                            
                            (346,013
                            )
                            
                            
                            (8,149
                            )Net
      deferred tax asset
                            
                            $
                            --
                            
                            
                            $
                            --
  The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2009 and 2008 due to
the following:
  2009
                        
                        
                        2008Income
      tax benefit at statutory rate
                        
                        $
                        (337,864
                        )
                        
                        $
                        (8,149
                        )Valuation
      allowance
                        
                        
                        337,864
                        
                        
                        
                        8,149$
                        -
                        
                        
                        $
                        -
 At
December 31, 2009, the Company had net operating loss carryforwards of
approximately $900,000 that may be offset against future taxable income through
2030. No tax benefit has been reported in the December 31, 2009 financial
statements since the potential tax benefit is offset by a valuation allowance of
the same amount. Due to the change in ownership provisions of the Tax Reform Act
of 1986, net operating loss carry forwards for Federal income tax reporting
purposes are subject to annual limitations.
  F-11
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 l. Income
Taxes (Continued)
 
 Net
operating loss carryforwards may be limited as to use in future years as a
result of any change in ownership.
 
 NOTE 4 –
DEBT AND EQUITY
 
 On
October 2, 2008 the Company issued 30,480,000 shares of common stock various
individuals.  These shares were issued as founders’ shares and were
recorded for the cash value the founders paid of $25.  In the
accompanying consolidated statement of stockholders’ equity (deficit), the $25
has been included in the reverse merger recapitalization.
 
 On
December 31, 2008, the Company sold in a private placement offering an aggregate
of 828,000 post-split shares of common stock for cash at $0.125 per
share. On December 31, 2008, the Company also received $150,000 pursuant to
a secured convertible note payable with an unrelated party. Under the terms of
this convertible note, interest accrues at a rate of 10.0 % per annum, and the
balance, including accrued interest, was due on December 31, 2009, was
convertible at $1.00 per share that was adjustable based on the conversion
prices of options, warrants or other convertible instruments issued by the
Company. The Company analyzed the conversion feature of the note and
determined that the conversion feature was a derivative liability. The
derivative liability was valued at $112,500 based on the intrinsic value between
the original conversion price and the stock price on December 31, 2008. The
Company recorded a debt discount for the value of the derivative
liability. Upon the closing of the Merger, the purchaser of the note also
received 300,000 post-split shares of Common Stock under the terms of the
convertible note.  These shares were valued at $0.125 per share
($37,500).  The Company recorded a debt discount for the value of the
300,000 shares issued to the purchaser of the convertible note. On June 24,
2009, the Company prepaid $100,000 of principal on this note, $4,603 in
accrued interest, and issued 200,000 shares of common stock to the holder
of the note payable as consideration for waiving certain disputed
anti-dilution clauses of the note. These shares were valued at $0.25 per share
($50,000) and were recorded as common stock issued for services for the year
ended December 31, 2009. On September 21, 2009, the Company paid the remaining
$50,000 in note principal and $8,082 in accrued interest, thus satisfying the
note in full.  As a result of the convertible note repayment, the
derivative liability was settled and the Company recognized a $112,500 gain for
the year ended December 31, 2009; additionally, the debt discount on the
convertible note, totaling $150,000 ($112,500 from the derivative liability and
$37,500 from the 300,000 shares) was recognized as interest expense for the year
ended December 31, 2009. As of December 31, 2009 the Company has no remaining
obligations under the terms of the note.
 
 Effective
March 9, 2009, the Company issued 330,000 post-split shares of common stock for
cash at $0.125 per share.
  On May
11, 2009, the Company entered into a consulting agreement whereby the Company
receives certain investor relation and corporate communications services in
exchange for the issuance of 100,000 post-split shares of the Company’s common
stock.  Of these shares, 50,000 were issued upon execution of the
agreement, at a value of $0.25 per share.  The remaining 50,000 shares
were issued on August 26, 2009, also at $0.25 per share.
  Effective
May 13, 2009, the Company’s shares of common stock were forward split on a 2
shares for 1 share basis, in the form of a stock dividend. The accompanying
financial statements have been restated to reflect the forward stock split on a
retro-active basis.
 
 On
November 5, 2009 the Company received 2,000,000 shares from David Mathewson, who
surrendered the shares pursuant to his resignation as an officer of the
Company.  The shares were subsequently cancelled by the Company in
April, 2010.
 
 F-12
 
 NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 4 –
DEBT AND EQUITY (Continued)
 
 Private Placement
Offerings
 
 On June
24, 2009, the Company consummated a private placement offering whereby the
Company issued 2,000,000 units in exchange for cash at $0.25 per unit for net
proceeds after closing costs of $500,000.  Each unit consists of one
share of common stock and one warrant to purchase one share of common stock at
$0.50 per share, exercisable for a period of five years. Concurrent with
the private placement offering, the Company agreed to grant an additional
200,000 warrants to the related placement agent,which were valued at $44,456
using the Black-Scholes options pricing model assuming common stock volatility
of 153% and a risk-free rate of 3.94.  Each of these warrants allows
the recipient the right to purchase one share of the Company’s common stock at a
price of $0.25 per share, for a period of up to five years.  The
Company performed an analysis of the 2,000,000 warrants using the Black-Scholes
options pricing model, assuming common stock volatility of 153% and a risk-free
rate of 3.94%, resulting in an aggregate relative fair value of
$235,327.  The fair value of the warrants was recognized in additional
paid in capital for the year ended December 31, 2009.The warrants were deemed
not to be derivatives.
 
 On
September 18, 2009, the Company consummated a private placement offering whereby
the Company issued 1,000,000 units in exchange for cash at $0.25 per unit for
net proceeds after offering costs of $4,130.  Each unit consists of
one share of common stock and one warrant to purchase one share of common stock
at $0.50 per share, exercisable for a period of five years.  Each of
these warrants allows the recipient the right to purchase one share of the
Company’s common stock at a price of $0.25 per share, for a period of up to five
years.  The Company performed an analysis of the warrants using the
Black-Scholes options pricing model, assuming common stock volatility of 134%
and a risk-free rate of 3.94%, resulting in an aggregate relative fair value of
$109,474.  The fair value of the warrants was recognized in additional
paid in capital for the year ended December 31, 2009. The warrants were deemed
not to be derivatives.
 
 In
connection with the private placement offering, the Company had previously
entered into a Placement Agency Agreement with Gottbetter Capital Markets, LLC
(the “Placement Agent”), in which the Company agreed (i) to pay a cash fee to
the Placement Agent equal to 10% of the gross proceeds from the sale of PPO
Units to investors introduced to the Company by the Placement Agent and 2% of
the gross proceeds from the sale of PPO Units to any other investors, and (ii)
to issue to the Placement Agent warrants to purchase a number of shares of
Common Stock equaling 10% of the PPO Units sold to investors introduced to the
Company by the Placement Agent and 2% of the PPO Units sold to any other
investors, exercisable for a period of five years at an exercise price of $0.50
per share.  In connection with the closing on September 18, 2009, the
Placement Agent earned a cash fee of $5,000 and warrants to purchase 20,000
shares of Common Stock.  The Company valued these warrants at $2,181,
pursuant to the Black-Scholes options pricing model. The fair value of the
warrants was recognized in additional paid in capital for the year ended
December 31, 2009.
 
 Bridge
Loan
 
 On
December 7, 2009 the Company entered into a Bridge Loan Agreement with Theory
Capital Corp., an unrelated third party entity (“Theory”), whereby Theory loaned
a total of $100,000 to the Company.  The note accrues interest at a
rate of 10.0% per annum, and is due and payable in full on June 4,
2010.  The note is mandatorily convertible into common stock upon the
Company’s closing of a private placement offering, or the due date, whichever
comes first.  The loan is convertible into common stock at the market
value of the shares on the date of conversion.   The Company’s
management has assessed the conversion feature of the note and concluded that it
is a contingent conversion feature, which will not be recorded until the
triggering event (a future private placement offering by the Company) takes
place.
 
 F-13
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 4 –
DEBT AND EQUITY (Continued)
 
 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 1,000,000
shares of Common Stock at a purchase price of $0.135 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 250,000 shares of Common Stock at a purchase price of $0.127 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.
 
 The
Company’s 2008 Equity Incentive Plan (the Plan), which is shareholder-approved,
permits the grant of share options and shares to its employees for up to 4
million shares of common stock. The Company believes that such awards better
align the interests of its executive officers, key employees, consultants and
directors with those of its shareholders.
  
  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.
  2009Expected
      volatility
                        
                        
                        193
                        %Expected
      dividends
                        
                        
                        0
                        %Expected
      term (in years)
                        
                        
                        3Risk-free
      rate
                        
                        
                        2.3
                        %
 
 F-14
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
  NOTE 4 –
DEBT AND EQUITY (Continued)
 
 Stock Option
Awards
 
 A summary
of option activity under the Plan as of December 31, 2009, and changes during
the year then ended is presented below:
  Options
                
                Shares
                
                
                Weighted-
                  Average
                  Exercise
                  Price
                
                
                Weighted-
                  Average
                  Remaining
                  Contractual
                  Term
                
                
                Aggregate
                  Intrinsic
                  ValueOutstanding
      at January 1, 2008
                
                
                -
                
                
                
                -Granted
                
                
                1,250,000
                
                
                $
                0.13
                
                
                
                4.9
                
                
                $
                -Exercised
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Forfeited
      or expired
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Outstanding
      at December 31, 2009
                
                
                1,250,000
                
                
                $
                0.13
                
                
                
                4.9
                
                
                
                -Exercisable
      at December 31, 200
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
  The
weighted-average grant-date fair value of options granted during the years ended
December 31, 2009 and 2008, was $0.12 and $-0-, respectively.
  A summary
of the status of the Company’s nonvested shares as of December 31, 2009, and
changes during the year ended December 31, 2009, is presented
below:
  Nonvested Shares
                
                Shares
                
                
                Weighted-Average
                  Grant-Date
                  Fair ValueNonvested
      at January 1, 2009
                
                
                -
                
                
                
                -Granted
                
                
                1,250,000
                
                
                $
                0.13Vested
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -Nonvested
      at December 31, 2009
                
                
                1,250,000
                
                
                $
                0.13
 
 F-15
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 4 –
DEBT AND EQUITY (Continued)
 
 Warrants
 
 A summary
of warrant activity as of December 31, 2009, and changes during the year then
ended is presented below:
  Options
                
                Shares
                
                
                Weighted-
                  Average
                  Exercise
                  Price
                
                
                Weighted-
                  Average
                  Remaining
                  Contractual
                  Term
                
                
                Aggregate
                  Intrinsic
                  ValueOutstanding
      at January 1, 2009
                
                
                -
                
                
                
                -Granted
                
                
                3,220,000
                
                
                $
                0.50
                
                
                
                4.6
                
                
                $
                -Exercised
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Forfeited
      or expired
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Outstanding
      at December 31, 2009
                
                
                3,220,000
                
                
                $
                0.50
                
                
                
                4.6
                
                
                
                -Exercisable
      at December 31, 2009
                
                
                3,220,000
                
                
                $
                0.50
                
                
                
                4.6
                
                
                
                -
   NOTE 5 –
FAIR VALUE MEASUREMENTS
 
 Fair
value is defined 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 hierarchy for measuring fair
value. Fair value measurements are classified and disclosed in one of the
following categories:
 
 Level 1:   Quoted prices
(unadjusted) in active markets for identical assets and liabilities that we have
the ability to access at the measurement date.
 
 Level 2:  Inputs other
than quoted prices included within Level 1 that are either directly or
indirectly observable for the asset or liability, including quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or
similar assets or liabilities in inactive markets, inputs other than quoted
prices that are observable for the asset or liability, and inputs that are
derived from observable market data by correlation or other means. Instruments
categorized in Level 2 include non-exchange traded derivatives such as
over-the-counter forwards and swaps.
 
 Level 3:  Unobservable inputs
for the asset or liability, including situations where there is little, if any,
market activity for the asset or liability.
 
 The
valuation assumptions utilized to measure the fair value of the Company’s
derivatives were observable inputs based on market data obtained from
independent sources and are considered Level 2 inputs (quoted prices for
similar assets, liabilities (adjusted) and market-corroborated
inputs).
 
 F-16
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 5 –
FAIR VALUE MEASUREMENTS (Continued)
 
 The
following table presents for each hierarchy level our assets and liabilities,
including both current and non-current portions, measured at fair value on a
recurring basis, as of December 31, 2008 (no assets are measured at fair
value on a recurring basis at December 31, 2009):
  Level
      1
                                            
                                            
                                            
                                            Level
      2
                                            
                                            
                                            
                                            Level
      3
                                            
                                            
                                            
                                            TotalAssets —
      Current:$
                                            --
                                            
                                            
                                            $
                                            --
                                            
                                            
                                            $
                                            --
                                            
                                            
                                            $
                                            --Liabilities —
      Current:Derivative
      – conversion feature of debt
                                            
                                            $
                                            --
                                            
                                            
                                            $
                                            112,500
                                            
                                            
                                            $
                                            --
                                            
                                            
                                            $
                                            --
 In
consideration of credit risk, the Company considers that it is of substantial
credit quality and has the financial resources and willingness to meet its
potential repayment obligations associated with the derivative
transactions.
 
 The
estimated fair value of financial instruments is the amount at which the
instrument could be exchanged currently between willing parties. The carrying
amounts reported in the consolidated balance sheet for cash and cash held in
trust, and accounts payable approximate fair value due to the immediate or
short-term maturity of these financial instruments. We use available marketing
data and valuation methodologies to estimate the fair value of debt. The
following disclosure does not impact our financial position, results of
operations or cash flows.
  December 31,
      2009
                                            
                                            
                                            December 31,
      2008Carrying
      Amount
                                            
                                            
                                            Estimated
      Fair Value
                                            
                                            
                                            Carrying
      Amount
                                            
                                            
                                            Estimated
      Fair ValueShort-Term
      DebtConvertible
      Debt
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            --
                                            
                                            
                                            
                                            150,000Long-Term
      Debt
                                            
                                            $
                                            100,000
                                            
                                            
                                            $
                                            100,000
                                            
                                            
                                            $
                                            --
                                            
                                            
                                            $
                                            150,000
   NOTE 6 –
COMMITMENTS AND CONTINGENCIES
 
 Litigation
 The
Company is party to various legal actions arising in the ordinary course of
business. Matters that are probable of unfavorable outcomes to the Company and
which can be reasonably estimated are accrued. Such accruals are based on
information known about the matters, the Company’s estimates of the outcomes of
such matters and its experience in contesting, litigating and settling similar
matters. None of the actions are believed by management to involve future
amounts that would be material to our financial position or results of
operations after consideration of recorded accruals although actual amounts
could differ materially from management’s estimate that are reasonably possible
to occur will not have a material adverse affect on the Company’s financial
position or results of operations.
 
 F-17
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
   NOTE 6 –
COMMITMENTS AND CONTINGENCIES (Continued)
 
 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 PaymentJanuary
      15, 2008 (paid)
                        
                        $
                        10,000January
      15, 2009 (paid)
                        
                        $
                        15,000January
      15, 2010 (paid)
                        
                        $
                        30,000January
      15, 2011
                        
                        $
                        45,000January
      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
   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 $133.50 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 $32,256.
 
 
 NOTE
7 – SUBSEQUENT EVENTS
 
 On
February 5, 2010, the Company entered into a financing arrangement with JMJ
Financial (“JMJ”), pursuant to which the JMJ may lend the Company up to
$3,200,000.  The Company issued convertible promissory notes to JMJ in
an aggregate principal amount of $3,200,000.  The Company received
$200,000 from JMJ pursuant to these notes on February 5, 2010.  The
Notes bear a one-time interest of 8% and mature three years from the date of
issuance.  Prepayment under the Notes is not permitted, unless
approved by the JMJ.  Under the terms of the Notes, JMJ is entitled,
at its option, to convert all or part of the principal amount and accrued
interest into shares of the Company’s Common Stock at a conversion price equal
to 70% of the lowest trade price of the Common Stock in the twenty (20) trading
days immediately prior to the conversion, subject to adjustment in certain
circumstances.
 
 On
February 17, 2010, the Company entered into a six month consulting agreement
whereby the Company receives certain investor relation and corporate
communications services in exchange for the issuance of 1,000,000 post-split
shares of the Company’s common stock as of the date of the
agreement.   The agreement can be terminated immediately by either
party upon written notice.
  F-18
  NEVADA
GOLD HOLDINGS, INC.
 Notes to
the Consolidated Financial Statements
 December
31, 2009 and 2008
 NOTE 8
-  CORRECTION OF AN ERROR
 
 The
Company has restated the consolidated balance sheet, consolidated
statements of operations and cash flows as of and for the period ended December
31, 2008 for matters related to the following errors: (i) an overstatement of
current liabilities, (ii) an overstatement of general and administrative
expenses, and  (iii) the incorrect classification of the cost of
the Tempo Mineral Prospect.
 
 Following
is a description of the errors related to the overstatement of current
liablities at December 31, 2008, and the overstatement of general and
administrative expenses for the period from inception through December 31,
2008:  The Company overstated current liabilities due to the Company’s
accounting consultant misconstruing certain transactions taking place within the
Company’s trust account, which is maintained by an external
accountant.  Certain cash payments on prior period liabilities were
incorrectly recorded as accruals of new accounts payable and accrued
expenses. This overstatement was offset by $112,500 that the Company
recorded as additional paid in capital instead of as a current liability related
to the derivative liability on the conversion feature of a convertible note
payable.
 
 Following
is a description of the error related to the overstatement of general and
administrative expenses for the period from inception through December 31,
2008:  The Company overstated general and administrative expenses, as
certain expense payments were incorrectly recorded as accruals of
liabilities.
  Following
is a description of the error related to the incorrect classification of the
cost of the Tempo Mineral Prospect:  The asset was originally
classified as an asset and valued at the predecessor owner’s cost of
$20,465.  In accordance with SEC Staff guidance, since there has not
been a final or bankable feasibility study and the designation of proven and
probable reserves, the Tempo Mineral Prospect was considered to be an
exploration cost for the period ended December 31, 2008.
 
 The
effects on the Company’s previously issued consolidated financial statements for
the fiscal year ended December 31, 2008, of the aforementioned errors are
summarized as follows:
 AsPreviously
                        
                        
                        As
                        
                        
                        IncreaseDecember
      31, 2008
                        
                        Reported
                        
                        
                        Restated
                        
                        
                        (Decrease)Cash
      held in trust
                        
                        $
                        253,440
                        
                        
                        $
                        253,440
                        
                        
                        $
                        -Total
      current assets
                        
                        
                        253,440
                        
                        
                        
                        253,440
                        
                        
                        
                        -Mining
      claims
                        
                        
                        20,465
                        
                        
                        
                        -
                        
                        
                        
                        (20,465
                        )Mining
      reclamation bond
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Total
      assets
                        
                        
                        273,905
                        
                        
                        
                        253,440
                        
                        
                        
                        (20,465
                        )Accounts
      payable and accrued expenses
                        
                        
                        363,996
                        
                        
                        
                        233,354
                        
                        
                        
                        (130,642
                        )Derivative
      liability
                        
                        
                        -
                        
                        
                        
                        112,500
                        
                        
                        
                        112,500Total
      liabilities
                        
                        
                        363,996
                        
                        
                        
                        345,854
                        
                        
                        
                        18,142Total
      stockholders’ equity (deficit)
                        
                        
                        (90,091
                        )
                        
                        
                        (92,414
                        )
                        
                        
                        (2,323
                        )For
      the Period Ended December 31, 2008Exploration
      costs
                        
                        
                        -
                        
                        
                        
                        20,465
                        
                        
                        
                        20,465General
      and administrative expense
                        
                        
                        90,282
                        
                        
                        
                        431
                        
                        
                        
                        89,851Net
      loss
                        
                        
                        (90,282
                        )
                        
                        
                        (20,896
                        )
                        
                        
                        69,386Net
      loss per share, basic and diluted
                        
                        
                        (0.00)
                        
                        
                        
                        (0.00)
                        
                        
                        
                        (0.00)Cash
      provided by (used in) operating activities
                        
                        
                        (25)
                        
                        
                        
                        31,480
                        
                        
                        
                        31,455Cash
      provided by (used in) investing activities
                        
                        
                        -
                        
                        
                        
                        (253,440)
                        
                        
                        
                        (253,440)Cash
      provided by (used in) financing activities
                        
                        
                        -
                        
                        
                        
                        221,960
                        
                        
                        
                        221,960
 
 F-19