UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K




(Mark
One)


x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
Fiscal Year Ended: December 31, 2008


OR


 ̈
            TRANSITION
      REPORT UNDER 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.)





1265
      Mesa Drive, Fernley, NV
                          
                          89408(Address
      of principal executive offices)
                          
                          (Postal
      Code)




Registrant’s
telephone number:    (775)
835-6177




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




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




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes ̈Nox




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 ̈Nox




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 past 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.  YesxNo ̈




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.   ̈




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  ̈                                                    Accelerated
Filer  ̈


Non-Accelerated
Filer  ̈                                                      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  ̈No x





The
market value of voting and non-voting common equity held by non-affiliates of
the registrant was approximately $12,466,116 at December 31, 2008, based on
the last sale price of $0.53 for the registrant’s common stock as
of that date.  Shares of common stock held by each executive
officer and director and by each shareowner affiliated with a director have been
excluded from this calculation because such persons may be deemed to be
affiliates. This determination of officer or affiliate status is not necessarily
a conclusive determination for other purposes.




As of
April 8, 2009, there were 36,425,973 shares of the registrant's common stock,
par value $0.001, issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE


None





TABLE
OF CONTENTS




Item
                                                                          
                                                                          PageAvailable
      Information
                                                                          
                                                                          2Forward-Looking
      Statements
                                                                          
                                                                          3PART
      I
                                                                          
                                                                          41.
                                                                          Business
                                                                          
                                                                          41A.
                                                                          Risk
      Factors
                                                                          
                                                                          132.
                                                                          Properties
                                                                          
                                                                          223.
                                                                          Legal
      Proceedings
                                                                          
                                                                          264.
                                                                          Submission
      of Matters to a Vote of Security Holders
                                                                          
                                                                          26PART
      II
                                                                          
                                                                          265.
                                                                          Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                          
                                                                          266.
                                                                          Selected
      Financial Data
                                                                          
                                                                          287.
                                                                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                          
                                                                          288.
                                                                          Financial
      Statements and Supplemental Data
                                                                          
                                                                          309.
                                                                          Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                                          
                                                                          309A.[T]
                                                                          Controls
      and Procedures
                                                                          
                                                                          30PART
      III
                                                                          
                                                                          3210.
                                                                          Directors,
      Executive Officers, and Corporate Governance
                                                                          
                                                                          3211.
                                                                          Executive
      Compensation
                                                                          
                                                                          3312.
                                                                          Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                          
                                                                          3613.
                                                                          Certain
      Relationships and Related Transactions
                                                                          
                                                                          3914.
                                                                          Principal
      Accountant Fees and Services
                                                                          
                                                                          40PART
      IV
                                                                          
                                                                          4115.
                                                                          Exhibits
      and Financial Statement Schedules
                                                                          
                                                                          41







AVAILABLE
INFORMATION


We file
annual, quarterly and current reports, proxy statements and other information
with the United States Securities and Exchange Commission (“SEC”). You may read
and copy any document we file with the SEC at the SEC’s Public Reference Room at
100 F Street, NE, Washington, DC 20549, U.S.A. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 (or
1-202-551-8090). The SEC maintains an internet site that contains annual,
quarterly and current reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. Our
electronic SEC filings are available to the public at http://www.sec.gov.




Our
public internet site is http://www.nevadagoldholdings.com.
We  make available free of charge through our internet site, via a
link to the SEC’s internet site at http://www.sec.gov,
our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as soon as reasonably practicable after we electronically files
such material with, or furnish it to, the SEC. We also make available through
our internet site, via a link to the SEC’s internet site, statements of
beneficial ownership of our equity securities filed by our directors, officers,
10% or greater shareholders and others under Section 16 of the Exchange
Act.




These
documents are also available in print without charge to any person who requests
them by writing or telephoning:




Nevada
Gold Holdings, Inc.


c/o
Gottbetter & Partners, LLP


488
Madison Avenue


New York,
New York 10022-5718


212-400-6900


Facsimile
212-400-6901


2


FORWARD-LOOKING
STATEMENTS





This
Annual Report contains forward-looking statements, including, without
limitation, in the sections captioned “Description of Business,” “Risk Factors,”
and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and elsewhere. Any and all statements contained in this Report that
are not statements of historical fact may be deemed forward-looking statements.
Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,”
“pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,”
“develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,”
and terms of similar import (including the negative of any of the foregoing) may
be intended to identify forward-looking statements. However, not all
forward-looking statements may contain one or more of these identifying terms.
Forward-looking statements in this Report may include, without limitation,
statements regarding (i) the plans and objectives of management for future
operations, including plans or objectives relating to exploration programs, (ii)
a projection of income (including income/loss), earnings (including
earnings/loss) per share, capital expenditures, dividends, capital structure or
other financial items, (iii) our future financial performance, including any
such statement contained in a discussion and analysis of financial condition by
management or in the results of operations included pursuant to the rules and
regulations of the SEC, and (iv) the assumptions underlying or relating to any
statement described in points (i), (ii) or (iii) above.




The
forward-looking statements are not meant to predict or guarantee actual results,
performance, events or circumstances and may not be realized because they are
based upon our current projections, plans, objectives, beliefs, expectations,
estimates and assumptions and are subject to a number of risks and uncertainties
and other influences, many of which we have no control over. Actual results and
the timing of certain events and circumstances may differ materially from those
described by the forward-looking statements as a result of these risks and
uncertainties. Factors that may influence or contribute to the inaccuracy of the
forward-looking statements or cause actual results to differ materially from
expected or desired results may include, without limitation, our inability to
obtain adequate financing, insufficient cash flows and resulting illiquidity,
our inability to expand our business, government regulations, lack of
diversification, volatility in the price of gold, increased competition, results
of arbitration and litigation, stock volatility and illiquidity, and our failure
to implement our business plans or strategies. A description of some of the
risks and uncertainties that could cause our actual results to differ materially
from those described by the forward-looking statements in this Report appears in
the section captioned “Risk Factors” and elsewhere in this Report.




Readers
are cautioned not to place undue reliance on forward-looking statements because
of the risks and uncertainties related to them and to the risk factors. We
disclaim any obligation to update the forward-looking statements contained in
this Report to reflect any new information or future events or circumstances or
otherwise.




Readers
should read this Report in conjunction with the discussion under the caption
“Risk Factors,” our financial statements and the related notes thereto in this
Report, and other documents which we may file from time to time with the
SEC.


3


PART I





ITEM
      1.
            BUSINESS





Historical
Development





We were
incorporated as Nano Holdings International, Inc., in Delaware on April 16,
2004.  Prior to the Merger (as defined below), our business was to
sell party and drinking supplies, including gelatin shot mixes, shot glasses,
flavored sugar and salts, and various other drinking containers and
paraphernalia.





This
Report contains summaries of the material terms of various agreements executed
in connection with the transactions described herein. The summaries of these
agreements are subject to, and are qualified in their entirety by, reference to
these agreements, all of which are incorporated herein by
reference.





Name
Change and Capital Increase





As
previously reported, on November 3, 2008, we filed a Certificate of Amendment to
our Certificate of Incorporation with the Secretary of State of the State of
Delaware, which (i) changed our name from Nano Holdings International, Inc., to
Nevada Gold Holdings, Inc., and (ii) increased our authorized capital stock from
75,000,000 shares of common stock, par value $0.001, to 300,000,000 shares of
common stock, par value $0.001, and 10,000,000 shares of preferred stock, par
value $0.001.





As used
in this Report, unless otherwise stated or the context clearly indicates
otherwise, the term “Nano Holdings” refers to Nevada Gold Holdings, Inc., before
giving effect to the Merger, the term “NGE” refers to Nevada Gold Enterprises,
Inc., a Nevada corporation formed on October 7, 2008, before giving effect to
the Merger, the term “NGHI” refers to Nevada Gold Holdings, Inc., after giving
effect to the Merger, and the terms “Company,” “we,” “us,” and “our” refer to
Nevada Gold Holdings, Inc., and its wholly-owned subsidiary, NGE, after giving
effect to the Merger.





Stock
Split





As
previously reported, our Board of Directors authorized a 30.30303-for-one
forward split of our common stock, par value $0.001 per share (“Common Stock”),
in the form of a stock dividend (the “Stock Split”), which was paid on November
21, 2008, to Holders of record on November 19, 2008.  After giving
effect to the Stock Split, but before giving effect to the Merger and other
transactions described below, there were outstanding 119,696,973 shares of
Common Stock.  All share and per share numbers in this Report relating
to the Common Stock prior to the Stock Split have been adjusted to give effect
to the Stock Split unless otherwise stated.





Private
Placement Offering





On
December 31, 2008, NGHI closed a private placement (the “Bridge PPO”) of (a)
414,000 shares of Common Stock, at a purchase price of $0.25 per share, and (b)
$150,000 principal amount of its 10% Secured Convertible Promissory Note (the
“Bridge Note”), at a purchase price of par, for aggregate gross proceeds of
$253,500, before deducting expenses related to the offerings.  Upon
the closing of the Merger, the purchaser of the Bridge Note also received
150,000 shares of Common Stock under the terms of the Bridge Note.





On March
9, 2009, NGHI held a second closing of the Bridge PPO for 165,000 shares of
Common Stock, at a purchase price of $0.25 per share.




4





These
offerings were exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance upon the exemptions provided by
Regulation D and Regulation S promulgated by the SEC thereunder. The Bridge PPO
was sold to “accredited investors,” as defined in Regulation D, and non-“U.S.
persons” as defined in Regulation S.  Additional information
concerning the Bridge PPO and the terms of the Bridge Notes is presented below
under “Management’s Discussion and Analysis of Financial Condition and Results
of Operations.”





As an
inducement to certain investors to purchase Common Stock in the Bridge PPO, the
principal former NGE stockholder (David Mathewson, who is also our current sole
director, Chief Executive Officer and President) agreed to transfer to those
investors in private transactions an aggregate of 3,210,000 shares of the
Company Common Stock that he received in the Merger.





Merger





On
December 31, 2008, pursuant to a Merger Agreement entered into on the same date,
Nevada Gold Acquisition Corp., a Nevada corporation formed on December 18, 2008,
and a wholly owned subsidiary of Nano Holdings (“Acquisition Sub”), merged with
and into NGE, with NGE being the surviving corporation (the “Merger”). As a
result of the Merger, NGE became a wholly-owned subsidiary of the
NGHI.





Pursuant
to the Merger, we ceased operating as a distributor of party and drinking
supplies and acquired the business of NGE to engage in the exploration and
eventual development of gold mines and will continue NGE’s existing business
operations as a publicly-traded company under the name Nevada Gold Holdings,
Inc.  See “Split-Off Agreement” below.





At the
closing of the Merger, each of the 200 shares of NGE’s common stock issued and
outstanding immediately prior to the closing of the Merger was converted into
80,000 shares of our Common Stock. As a result, an aggregate of 16,000,000
shares of our Common Stock were issued to the holders of NGE’s common stock. NGE
did not have any stock options or warrants to purchase shares of its capital
stock outstanding at the time of the Merger.





The
Merger Agreement contains a post-closing adjustment to the number of shares of
Company Common Stock issued to the former NGE stockholders, in an amount up to
500,000 shares of Company Common Stock, to be issued on a pro rata basis for any breach
of the Merger Agreement by Nevada Gold Holdings, Inc., discovered during the
two-year period following the Closing Date. In order to secure the
indemnification obligations of NGE under the Merger Agreement, 5% of the shares
of Company Common Stock to which the principal former NGE stockholder (David
Mathewson, who is also our current sole director, Chief Executive Officer and
President) is entitled in exchange for his shares of NGE in connection with the
Merger will be held in escrow for a period of two years pursuant to an escrow
agreement.





The
Merger Agreement contained customary representations and warranties and pre- and
post-closing covenants of each party and customary closing conditions. Breaches
of the representations and warranties will be subject to customary
indemnification provisions.





The
Merger was treated as a recapitalization of the Company for financial accounting
purposes. NGE is considered the acquirer for accounting purposes, and the
historical financial statements of Nano Holdings before the Merger have been
replaced with the historical financial statements of NGE before the Merger in
all subsequent filings with the Securities and Exchange Commission (the
“SEC”).


5


The
parties have taken all actions necessary to ensure that the Merger is treated as
a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986,
as amended.





The
issuance of shares of Common Stock to holders of NGE’s capital stock in
connection with the Merger was not registered under the Securities Act, in
reliance upon the exemption from registration provided by Section 4(2) of the
Securities Act and Regulation D promulgated by the SEC under that section, which
exempts transactions by an issuer not involving any public offering. These
securities may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirement.





Split-Off
Agreement





Upon the
closing of the Merger, under the terms of a Split-Off Agreement, the Company
transferred all of its pre-Merger operating assets and liabilities to its
wholly-owned subsidiary, Sunshine Group, Inc., a Delaware
corporation  (“Sunshine”) formed on December 18, 2008, including,
without limitation, the Company’s equity interests in Sunshine Group, LLC, a
Florida limited liability company (“Sunshine LLC”). Thereafter, pursuant to the
Split-Off Agreement, the Company transferred all of the outstanding shares of
capital stock of Sunshine to Marion R. “Butch” Barnes, William D. Blanchard and
Robert Barnes, pre-Merger stockholders of Nano Holdings (the “Split-Off”), in
consideration of and in exchange for (i) the surrender and cancellation of an
aggregate of 100,000,000 shares of the Company’s Common Stock held by those
stockholders and (ii) certain representations, covenants and
indemnities.





Investor
Relations Agreement and Warrants





In the
Merger Agreement, we agreed to enter into an agreement with an investor
relations firm to be identified (the “IR Consultant”) to provide investor
relations services to the Company, pursuant to which we will agree to issue to
the IR Consultant warrants to purchase an aggregate of 1,000,000 shares of
Common Stock, exercisable for a period of five years, at an exercise price of
$1.00 per share.





2008
Equity Incentive Plan





Before
the Merger, Nano Holdings’ Board of Directors adopted, subject to
stockholder approval, the 2008 Equity Incentive Plan (the “2008 Plan”), which
provides for the issuance of up to 4,000,000 shares of Common Stock as incentive
awards granted to executive officers, key employees, consultants and directors.
No awards have been granted under the 2008 Plan.





Departure
and Appointment of Directors and Officers





Our Board
of Directors consists of one member. On the Closing Date, David Rector, the sole
director of Nano Holdings before the Merger, resigned his position as a
director, and David Mathewson was appointed to fill the vacancy on the Board of
Directors. Also on the Closing Date, Mr. Rector, the President and sole officer
of Nano Holdings, resigned and Mr. Mathewson was appointed CEO, President
Secretary and Treasurer by the Board. See “Management – Directors and Executive
Officers.”


6





Lock-up
Agreements and Other Restrictions





In
connection with the Merger, David Mathewson, the sole officer, director and
employee of the Company, and the two other former stockholders of NGE entered
into lock-up agreements, whereby they are restricted for a period of 24 months
(in the case of Mr. Mathewson) or 12 months (in the case of the other two
stockholders) from certain sales or dispositions of the Common Stock acquired by
them in the Merger. In addition, the Common Stock issued to the former NGE
stockholders in the Merger is not permitted to be included in a registration
statement for a period of 24 months after the closing. In addition, for a period
of 12 months after the closing, former NGE stockholders agreed to be subject to
restrictions on engaging in certain transactions, including effecting or
agreeing to effect short sales, whether or not against the box, establishing any
“put equivalent position” with respect to the Common Stock, borrowing or
pre-borrowing any shares of Common Stock, or granting other rights (including
put or call options) with respect to the Common Stock or with respect to any
security that includes, relates to or derives any significant part of its value
from the Common Stock, or otherwise seeks to hedge their position in the Common
Stock.




Pro
Forma Ownership




Immediately
after giving effect to (i) the Stock Split, (ii) the Bridge PPO, (iii) the
closing of the Merger and (iv) the cancellation of 100,000,000 shares in the
Split-Off, there were issued and outstanding 36,260,973 shares of Common Stock,
as follows:




·
            The
      former NGE stockholders held 16,000,000 shares of Common
      Stock;





·
            The
      stockholders of Nano Holdings prior to the Merger held 19,696,973 shares
      of Common Stock; and





·
            The
      investors in the Bridge PPO (including the purchaser of the Bridge Note)
      held 564,000 shares of Common
Stock.





In
addition,





·
            subsequent
      to the closing of the Merger, David Mathewson, the sole officer, director
      and employee of the Company, transferred to certain investors in the
      Bridge PPO, in private transactions, an aggregate of 3,210,000 out of
      the 15,200,000 shares of the Company Common Stock that he would receive in
      the Merger;





·
            upon
      the closing by the Company of any financing, merger or acquisition, or any
      other business combination, resulting in gross cash proceeds to the
      Company in excess of $500,000, the $150,000 Bridge Note will be
      convertible in whole or in part into Common Stock at a price of $1.00
      principal amount per share;





·
            the
      2008 Plan authorized issuance of up to 4,000,000 shares of Common Stock as
      incentive awards to executive officers, key employees, consultants and
      directors; no awards have been granted under the 2008 Plan;
      and





·
            we
      have agreed that when we identify and enter into an agreement with the IR
      Consultant to provide investor relations services to the Company, pursuant
      to which we will issue to the IR Consultant warrants to purchase an
      aggregate of 1,000,000 shares of Common Stock, exercisable for a period of
      five years, at an exercise price of $1.00 per
  share.


7





Accounting
Treatment; Change of Control




The
Merger is being accounted for as a “reverse merger,” and NGE is deemed to be the
acquirer in the reverse merger. Consequently, the assets and liabilities and the
historical operations that will be reflected in the financial statements prior
to the Merger will be those of NGE and will be recorded at the historical cost
basis of NGE, and the consolidated financial statements after completion of the
Merger will include the assets and liabilities of NGE, historical operations of
NGE and operations of the Company and its subsidiary from the closing date of
the Merger. As a result of the issuance of the shares of Common Stock pursuant
to the Merger, a change in control of the Company occurred as of the date of
consummation of the Merger. Except as described in this Current Report, no
arrangements or understandings exist among present or former controlling
stockholders with respect to the election of members of our Board of Directors
and, to our knowledge, no other arrangements exist that might result in a change
of control of the Company.




We
continue to be a “smaller reporting company,” as defined under the Exchange Act,
following the Merger.





Overview
of Our Business





We are
engaged in the highly speculative business of exploring for gold. We currently
hold a lease on one property in northern Nevada, on which we have the right to
explore, and if warranted, mine for gold. Our current plan is to explore for
gold at our one property and to determine if it contains gold deposits which can
be mined at a profit. Our property is not known to contain gold which can be
mined at a profit.  We have not commenced initial exploration
activities. We also plan to acquire future exploration prospects, but have not
identified any specific future prospects at this time. Our exploration staff
consists solely of our President and Chief Geologist, David Mathewson. We plan
to engage independent engineers, contractors and consultants on an as-needed
basis. We cannot assure you that a commercially exploitable gold deposit will be
found on our property.




In
Nevada, there are five property categories that can be available for exploration
and eventual development and mining: public lands, private fee lands, unpatented
mining claims, patented mining claims, and tribal lands. Our property consists
of unpatented mining claims on federal lands. The primary sources of land for
exploration and mining activities are land owned by the United States federal
government through the Bureau of Land Management and the United States Forest
Service, land owned by state governments, tribal governments and individuals, or
land obtained from entities which currently hold title to or lease government or
private lands.




We
currently have rights to explore for gold on one property, known as Tempo
Mineral Prospect, which we lease from Gold Standard Royalty Corporation, a
subsidiary of Golden Predator Mines Inc., which acquired its rights to
this property from the Lyle F. Campbell Trust of Reno, Nevada, which
acquired its rights to this property from the Federal Bureau of Land Management
by staking. We acquired our interest in the lease from KM Exploration, Ltd., a
Nevada limited liability company in which our director, President and Chief
Geologist, David Mathewson, had a 50% ownership interest prior to its
dissolution. (See “Certain Relationships and Related Transactions and
Director Independence” below.) More details about our property may be found in
the section captioned “Description of Property.” Below is a map indicating the
location of our property in Nevada.


8








Although
mineral exploration is a time consuming and expensive process with no assurance
of success, the process is straightforward. We first acquire the rights to
explore for gold. We then explore for gold by examining the soil, the rocks on
the surface, and by drilling into the ground to retrieve underground rock
samples, which can then be analyzed for their mineral content. This exploration
activity is undertaken in phases, with each successive phase built upon the
information previously gained in prior phases. If our exploration program
discovers what appears to be an area which may be able to be profitably mined
for gold, we will focus most of our activities on determining whether that is
feasible, including further delineation of the location, size and economic
feasibility of any such potential ore body.


9


In the
event that we discover gold deposits on our property which can be mined at a
profit, we will need to raise substantial additional financing in order for the
deposits to be developed. In such event, we may seek to enter into a
joint-venture agreement with another entity in order to mine our property or
enter into other arrangements. Any gold that is mined from our property will be
refined and eventually sold on the open market to dealers.




Competition




We
compete with other exploration companies, many of which possess greater
financial resources and technical abilities than we do. Our main areas of
competition are acquiring exploration rights and engaging qualified personnel.
The gold exploration industry is highly fragmented, and we are a very small
participant in this sector. Many of our competitors explore for a variety of
minerals and control many different properties around the world. Many of them
have been in business longer than we have and have probably established more
strategic partnerships and relationships and have greater financial
accessibility than we do.




There is
significant competition for properties suitable for gold exploration. As a
result, we may be unable to continue to acquire interests in attractive
properties on terms that we consider acceptable.




In the
event that gold is produced from our property, we believe that wholesale
purchasers for the gold would be readily available. Readily available wholesale
purchasers of gold and other precious metals exist in the United States and
throughout the world. Among the largest are Handy & Harman, Engelhard
Industries and Johnson Matthey, Ltd. Historically, these markets are liquid and
volatile. Wholesale purchase prices for precious metals can be affected by a
number of factors, all of which are beyond our control, including but not
limited to:




·
            fluctuation
      in the supply of, demand and market price for
  gold;




·
            mining
      activities of our competitors;




·
            sale
      or purchase of gold by central banks and for investment purposes by
      individuals and financial
institutions;




·
            interest
      rates;




·
            currency
      exchange rates;




·
            inflation
      or deflation;




·
            fluctuation
      in the value of the United States dollar and other currencies;
      and




·
            political
      and economic conditions of major gold or other mineral-producing
      countries.


10








If we
find gold that is deemed of economic grade and in sufficient quantities to
justify removal, we may seek additional capital through equity or debt financing
to build a mine and processing facility, or find some other entity to mine our
property on our behalf, or sell our rights to mine the gold. Upon mining, the
ore would be processed through a series of steps that produces a rough
concentrate. This rough concentrate is then sold to refiners and smelters for
the value of the minerals that it contains, less the cost of further
concentrating, refining and smelting. Refiners and smelters then sell the gold
on the open market through brokers who work for wholesalers including the major
wholesalers listed above. Based upon the current demand for gold, we believe
that we will not have any difficulty in selling any gold that we may recover.
However, we have not found any gold as of today, and there is no assurance that
we will find any gold in the future.




Hedging
Transactions




We do not
currently engage in hedging transactions and we have no hedged mineral
resources.




Compliance
with Government Regulation




Various
levels of governmental controls and regulations address, among other things, the
environmental impact of mineral exploration and mineral processing operations
and establish requirements for decommissioning of mineral exploration properties
after operations have ceased. With respect to the regulation of mineral
exploration and processing, legislation and regulations in various jurisdictions
establish performance standards, air and water quality emission standards and
other design or operational requirements for various aspects of the operations,
including health and safety standards. Legislation and regulations also
establish requirements for decommissioning, reclamation and rehabilitation of
mineral exploration properties following the cessation of operations and may
require that some former mineral properties be managed for long periods of time
after exploration activities have ceased.


11


Our
exploration activities are subject to various levels of federal and state laws
and regulations relating to protection of the environment, including
requirements for closure and reclamation of mineral exploration properties. Some
of the laws and regulations include the Clean Air Act, the Clean Water Act,
the Comprehensive Environmental Response, Compensation and Liability Act, the
Emergency Planning and Community Right-to-Know Act, the Endangered Species Act,
the Federal Land Policy and Management Act, the National Environmental Policy
Act, the Resource Conservation and Recovery Act, and all related state laws in
Nevada. Additionally, our property is subject to the federal General Mining Law
of 1872, which regulates how mineral claims on federal lands are
obtained.




In 1989,
the State of Nevada adopted the Mined Land Reclamation Act (the “Nevada MLR
Act”), which established design, operation, monitoring and closure requirements
for all mining operations in the state. The Nevada MLR Act has increased the
cost of designing, operating, monitoring and closing new mining facilities and
could affect the cost of operating, monitoring and closing existing mining
facilities. New facilities are also required to provide a reclamation plan and
financial assurance to ensure that the reclamation plan is implemented upon
completion of operations. The Nevada MLR Act also requires reclamation plans and
permits for exploration projects that will result in more than five acres of
surface disturbance.




We plan
to secure all necessary permits for our exploration activities and we will file
for the required permits to conduct our exploration programs as necessary. These
permits are usually obtained from either the Bureau of Land Management or the
United States Forest Service. Obtaining such permits usually requires the
posting of small bonds for subsequent remediation of trenching, drilling and
bulk-sampling. Delays in the granting of permits are not uncommon, and any
delays in the granting of permits may adversely affect our exploration
activities. Additionally, necessary permits may be denied, in which case we will
be unable to pursue our exploration activities. It may be possible to appeal any
denials of permits, but any such appeal will result in additional delays and
expense, which may cause you to lose all or part of your
investment.




We do not
anticipate discharging water into active streams, creeks, rivers, lakes or any
other bodies of water without an appropriate permit. We also do not anticipate
disturbing any endangered species or archaeological sites or causing damage to
our property. Re-contouring and re-vegetation of disturbed surface areas will be
completed pursuant to the applicable permits. The cost of remediation work
varies according to the degree of physical disturbance. It is difficult to
estimate the cost of compliance with environmental laws since the full nature
and extent of our proposed activities cannot be determined at this
time.




Employees




We
currently have one employee, our CEO, President and Chief Geologist David
Mathewson. Mr. Mathewson is employed full-time pursuant to an employment
agreement with us. (See “Executive Compensation—Employment Agreements with
Executive Officers.”) In the future, if our activities grow, we may hire
additional personnel on an as-needed basis. For the foreseeable future, we plan
to engage freelance geologists, engineers and other consultants as
necessary.




Research
and Development Expenditures




We are
not currently conducting any research and development activities other than
those relating to the possible acquisition of new gold properties or projects.
As we proceed with our exploration programs we may need to engage additional
contractors and consider the possibility of adding permanent employees, as well
as the possible purchase or lease of equipment. Our planned exploration
activities are described in the section captioned “Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.”


12




Subsidiaries




Nevada
Gold Enterprises, Inc. (“NGE”) is our only subsidiary.  The Company
owns 100% of the stock of NGE.




Patents/Trademarks/Licenses/Franchises/Concessions/Royalty
Agreements or Labor Contracts




We do not
own any patents or trademarks. Also, we are not a party to any license or
franchise agreements, concessions, or labor contracts. In the event that gold is
produced from our property, we will have to pay royalties as disclosed in the
section captioned “Description of Property.”





ITEM
      1A.
            RISK
      FACTORS





THIS
ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS
OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. YOU ARE CAUTIONED THAT SUCH
STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT
ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS,
YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL
REPORT ON FORM 10-K, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.





Risks
Related to the Business and Financial Condition





Our
business is exploring for gold, which is a highly speculative activity. An
investment in our securities involves a high degree of risk. You should not
invest in our securities if you cannot afford to lose your entire investment. In
deciding whether you should invest in our securities, you should carefully
consider the following information together with all of the other information
contained in this Current Report. Any of the following risk factors can cause
our business, prospects, financial condition or results of operations to suffer
and you to lose all or part of your investment.





We
only have one employee; the loss of David Mathewson would adversely affect our
business because his expertise is indispensable; we do not carry any key-man
insurance.





We
currently have only one employee, our President and Chief Geologist, David
Mathewson, who started to work for us full time on December 31, 2008. Mr.
Mathewson is also the sole member of our Board of Directors. Our business
depends upon the continued active involvement of Mr. Mathewson. The loss of Mr.
Mathewson’s services would materially adversely affect our business and
prospects. We relied solely upon Mr. Mathewson’s judgment and expertise in
deciding to lease the Tempo property. We did not independently visit, survey or
examine the property before leasing it. We are relying upon Mr. Mathewson’s
familiarity with the property in implementing our exploration program, which was
designed by Mr. Mathewson. We plan to rely upon Mr. Mathewson’s expertise in
planning our future activities, including the acquisition of exploration
prospects. We do not believe that we will be able to operate as planned in the
event that Mr. Mathewson ceases to be involved with us. You should carefully
consider our reliance upon Mr. Mathewson’s involvement and judgment before
deciding whether to invest in our securities.


13





We do not
currently carry “key-man” insurance on Mr. Mathewson, although we intend to
purchase such insurance if it can be obtained with adequate coverages at
reasonable premiums.





We plan
to engage independent engineers, contractors and consultants on an as-needed
basis.





Exploring
for gold is an inherently speculative business.





Exploring
for gold is a business that by its nature is very speculative. There is a strong
possibility that we will not discover any gold which can be mined at a profit.
Even if we do discover gold deposits, the deposit may not be of the quality or
size necessary for us to make a profit from actually mining it. Few properties
that are explored are ultimately developed into producing mines. Unusual or
unexpected geological formations, geological formation pressures, fires, power
outages, labor disruptions, flooding, explosions, cave-ins, landslides and the
inability to obtain suitable or adequate machinery, equipment or labor are just
some of the many risks involved in mineral exploration programs and the
subsequent development of gold deposits.





We
need to obtain additional financing to fund our exploration
program.





We do not
have sufficient capital to fund our exploration program as it is currently
planned or to fund the acquisition and exploration of new properties. We
estimate that we will need to raise approximately $1.0 million to pay for our
exploration program through December 31, 2009, as it is currently planned and
described in this Report, and our estimated administrative expenses, lease
payments and estimated claim maintenance costs.  We will likely
require additional funding after that date. We may be unable to secure
additional financing on terms acceptable to us, or at all, at times when we need
such financing. Our inability to raise additional funds on a timely basis could
prevent us from achieving our business objectives and could have a negative
impact on our business, financial condition, results of operations and the value
of our securities.  If we raise additional funds by issuing additional
equity or convertible debt securities, the ownership percentages of existing
stockholders will be reduced and the securities that we may issue in the future
may have rights, preferences or privileges senior to those of the current
holders of our Common Stock. Such securities may also be issued at a discount to
the market price of our Common Stock, resulting in possible further dilution to
the book value per share of Common Stock. If we raise additional funds by
issuing debt, we could be subject to debt covenants that could place limitations
on our operations and financial flexibility.





The
global financial crisis may have an impact on our business and financial
condition in ways that we currently cannot predict.





The
continued credit crisis and related turmoil in the global financial system may
have an impact on our business and financial position. The recent high costs of
fuel and other consumables may negatively impact production costs at our
operations. In addition, the financial crisis may limit our ability to raise
capital through credit and equity markets. As discussed further below, the
prices of the metals that we may produce are affected by a number of factors,
and it is unknown how these factors will be impacted by a continuation of the
financial crisis.





Our
management has conflicts of interest.





Our sole
director and officer, David Mathewson, has private mining interests and also may
serve as a director of other gold exploration companies. Consequently, his
personal interests may come into conflict with our interests. Situations may
arise where Mr. Mathewson is presented with business opportunities which may be
desirable not only for us, but also to the other companies with which he is
affiliated. In addition to competition for suitable business opportunities, we
also compete with these other gold exploration companies for investment capital,
technical resources, key personnel and other things. You should carefully
consider these potential conflicts of interest before deciding whether to invest
in our securities.


14





Mr.
Mathewson previously held a 50% ownership interest in KM Exploration, Ltd., a
Nevada limited liability company, from which we acquired the lease for our Tempo
property. See “Certain Relationships and Related Transactions and Director
Independence” below. The lease agreement relating to our property is described
in greater detail in the section captioned “Description of
Property.”





We
do not know if our property contains any gold that can be mined at a
profit.





The
property on which we have the right to explore for gold is not known to have any
deposits of gold which can be mined at a profit. Whether a gold deposit can be
mined at a profit depends upon many factors. Some but not all of these factors
include: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; operating costs and capital expenditures required
to start mining a deposit; the availability and cost of financing; the price of
gold, which is highly volatile and cyclical; and government regulations,
including regulations relating to prices, taxes, royalties, land use, importing
and exporting of minerals and environmental protection.





We
are an exploration stage company with no mining operations and we may never have
any mining operations in the future.





Our
business is exploring for gold. In the unlikely event that we discover
commercially exploitable gold deposits, we will not be able to make any money
from them unless the gold is actually mined. We will need to either mine the
gold ourselves, find some other entity to mine our properties on our behalf, or
sell our rights to mine the gold. Mining operations in the United States are
subject to many different federal, state and local laws and regulations,
including stringent environmental, health and safety laws. If we assume any
operational responsibility for mining on our property, it is possible that we
will be unable to comply with current or future laws and regulations, which can
change at any time. It is possible that changes to these laws will be adverse to
any potential mining operations. Moreover, compliance with such laws may cause
substantial delays and require capital outlays in excess of those anticipated,
adversely affecting any potential mining operations. Our future mining
operations, if any, may also be subject to liability for pollution or other
environmental damage. It is possible that we will choose to not be insured
against this risk because of high insurance costs or other reasons.





We
are a new company with a short operating history and have only lost
money.





NGE, our
sole operating subsidiary, was formed on October 7, 2008. Our operating history
consists of starting our preliminary exploration activities. We have no
income-producing activities. We have already lost money because of the expenses
we have incurred in recruiting personnel, acquiring the rights to explore on our
property, and starting our preliminary exploration activities. Exploring for
gold is an inherently speculative activity. There is a strong possibility that
we will not find any commercially exploitable gold deposits on our property.
Because we are a gold exploration company, we may never achieve any meaningful
revenue.





We
may not be able to follow our internal procedures relating to the authorization
and reporting of our financial transactions, or such procedures may not function
as intended.





We are a
small company with limited resources. We have only one full-time administrative
employee, our CEO and president. This may cause us not to comply with our
internal procedures designed to assure that our financial information is
properly gathered and reported. In the event that we do not follow these
internal procedures, or if they do not function as intended, we could publish
materially incorrect financial statements. This could cause investors to lose
confidence in the accuracy of our reported financial information, impair our
ability to secure additional financing, and result in a loss of your
investment.


15





Our
business is subject to extensive environmental regulations which may make
exploring for or mining gold prohibitively expensive, and which may change at
any time.





All of
our operations are subject to extensive environmental regulations which can make
exploring for gold expensive or prohibit it altogether. We may be subject to
potential liabilities associated with the pollution of the environment and the
disposal of waste products that may occur as the result of our exploring for
gold on our properties. We may have to pay to remedy environmental pollution,
which may reduce the amount of money that we have available to use for exploring
for gold. This may adversely affect our financial position, which may cause you
to lose your investment. If we are unable to fully remedy an environmental
problem, we might be required to suspend operations or to enter into interim
compliance measures pending the completion of the required remedy. If a decision
is made to mine our Tempo property and we retain any operational responsibility
for doing so, our potential exposure for remediation may be significant, and
this may have a material adverse effect upon our business and financial
position. We have not purchased insurance for potential environmental risks
(including potential liability for pollution or other hazards associated with
the disposal of waste products from our exploration activities) because we
currently have no intention of mining our property. However, if we change our
business plan to include the mining of our property and assuming that we retain
operational responsibility for mining, then such insurance may not be available
to us on reasonable terms or at a reasonable price. All of our exploration and,
if warranted, development activities may be subject to regulation under one or
more local, state and federal environmental impact analyses and public review
processes. It is possible that future changes in applicable laws, regulations
and permits or changes in their enforcement or regulatory interpretation could
have significant impact on some portion of our business, which may require our
business to be economically re-evaluated from time to time. These risks include,
but are not limited to, the risk that regulatory authorities may increase
bonding requirements beyond our financial capability. Inasmuch as posting of
bonding in accordance with regulatory determinations is a condition to the right
to operate under all material operating permits, increases in bonding
requirements could prevent operations even if we are in full compliance with all
substantive environmental laws.





We
may be denied the government licenses and permits which we need to explore for
gold on our property. In the event that we discover commercially exploitable
gold deposits, we may be denied the additional government licenses and permits
which we will need to mine gold on our property.





Exploration
activities usually require the granting of permits from various governmental
agencies. For example, exploration drilling on unpatented mineral claims
requires a permit to be obtained from the United States Bureau of Land
Management, which may take several months or longer to grant the requested
permit. Depending on the size, location and scope of the exploration program,
additional permits may also be required before exploration activities can be
undertaken. Prehistoric or Indian grave yards, threatened or endangered species,
archeological sites or the possibility thereof, difficult access, excessive dust
and important nearby water resources may all result in the need for additional
permits before exploration activities can commence. As with all permitting
processes, there is the risk that unexpected delays and excessive costs may be
experienced in obtaining required permits. The needed permits may not be granted
at all. Delays in or our inability to obtain necessary permits will result in
unanticipated costs, which may result in serious adverse effects upon our
business.


16





The
value of our property is subject to volatility in the price of
gold.





Our
ability to obtain additional and continuing funding, and our profitability
should we ever commence mining operations, will be significantly affected by
changes in the market price of gold. Gold prices fluctuate widely and are
affected by numerous factors, all of which are beyond our control. Some of these
factors include the sale or purchase of gold by central banks and financial
institutions; interest rates; currency exchange rates; inflation or deflation;
fluctuation in the value of the United States dollar and other currencies;
speculation; global and regional supply and demand, including investment,
industrial and jewelry demand; and the political and economic conditions of
major gold or other mineral-producing countries throughout the world, such as
Russia and South Africa. The price of gold or other minerals have fluctuated
widely in recent years, and a decline in the price of gold could cause a
significant decrease in the value of our property, limit our ability to raise
money, and render continued exploration and development of our property
impracticable. If that happens, then we could lose our rights to our property
and be compelled to sell some or all of these rights. Additionally, the future
development of our mining property beyond the exploration stage is heavily
dependent upon the level of gold prices remaining sufficiently high to make the
development of our property economically viable. You may lose your investment if
the price of gold decreases. The greater the decrease in the price of gold, the
more likely it is that you will lose money.





Our property title may be
challenged. We are not insured against any challenges, impairments or defects to
our mineral claims or property title. We have not verified title to our
property.





Our
property is comprised of an unpatented lode claim created and maintained in
accordance with the federal General Mining Law of 1872. Unpatented lode claims
are unique U.S. property interests and are generally considered to be subject to
greater title risk than other real property interests because the validity of
unpatented lode claims is often uncertain. This uncertainty arises, in part, out
of the complex federal and state laws and regulations under the General Mining
Law. We have not conducted a title search on our Tempo Mineral Prospect
property. The uncertainty resulting from not having a title search on the
property leaves us exposed to potential title suits. Defending any challenges to
our property title will be costly, and may divert funds that could otherwise be
used for exploration activities and other purposes. In addition, unpatented lode
claims are always subject to possible challenges by third parties or contests by
the federal government, which, if successful, may prevent us from exploiting our
discovery of commercially extractable gold. Challenges to our title may increase
our costs of operation or limit our ability to explore on certain portions of
our property. We are not insured against challenges, impairments or defects to
our property title, nor do we intend to carry title insurance in the future.
Potential conflicts to our mineral claims are discussed in detail in the section
captioned “Description of Property.”





Possible amendments to the General
Mining Law could make it more difficult or impossible for us to execute our
business plan.





The U.S.
Congress has considered proposals to amend the General Mining Law that would
have, among other things, permanently banned the sale of public land for mining.
The proposed amendment would have expanded the environmental regulations to
which we are subject and would have given Indian tribes the ability to hinder or
prohibit mining operations near tribal lands. The proposed amendment would also
have imposed a royalty of 4% of gross revenue on new mining operations located
on federal public land, which would have applied to all of our property. The
proposed amendment would have made it more expensive or perhaps too expensive to
recover any otherwise commercially exploitable gold deposits which we may find
on our property. While at this time the proposed amendment is no longer pending,
this or similar changes to the law in the future could have a significant impact
on our business model.


17


Market
forces or unforeseen developments may prevent us from obtaining the supplies and
equipment necessary to explore for gold.





Gold
exploration is a very competitive business. Competitive demands for contractors
and unforeseen shortages of supplies and/or equipment could result in the
disruption of our planned exploration activities. Current demand for exploration
drilling services, equipment and supplies is robust and could result in suitable
equipment and skilled manpower being unavailable at scheduled times for our
exploration program. Fuel prices are extremely volatile as well. We will attempt
to locate suitable equipment, materials, manpower and fuel if sufficient funds
are available. If we cannot find the equipment and supplies needed for our
various exploration programs, we may have to suspend some or all of them until
equipment, supplies, funds and/or skilled manpower become available. Any such
disruption in our activities may adversely affect our exploration activities and
financial condition.





We
may not be able to maintain the infrastructure necessary to conduct exploration
activities.





Our
exploration activities depend upon adequate infrastructure. Reliable roads,
bridges, power sources and water supply are important factors which affect
capital and operating costs. Unusual or infrequent weather phenomena, sabotage,
government or other interference in the maintenance or provision of such
infrastructure could adversely affect our exploration activities and financial
condition.





Our
exploration activities may be adversely affected by the local climate, which
prevents us from exploring our property year-round.





The local
climate makes it impossible for us to conduct exploration activities on our
properties year-round. Because of their rural location and the lack of developed
infrastructure in the area, our properties are generally impassible during the
muddy season, which lasts roughly from December through May. During this time,
it may be difficult or impossible for us to access our property, make repairs,
or otherwise conduct exploration activities on them. Earthquakes, heavy rains,
snowstorms, and floods could result in serious damage to or the destruction of
facilities, equipment or means of access to our property, or may otherwise
prevent us from conducting exploration activities on our property.





We
do not carry any property or casualty insurance and do not intend to carry such
insurance in the future.





Our
business is subject to a number of risks and hazards generally, including but
not limited to adverse environmental conditions, industrial accidents, unusual
or unexpected geological conditions, ground or slope failures, cave-ins, changes
in the regulatory environment and natural phenomena such as inclement weather
conditions, floods and earthquakes. Such occurrences could result in damage to
our property, equipment, infrastructure, personal injury or death, environmental
damage, delays, monetary losses and possible legal liability. You could lose all
or part of your investment if any such catastrophic event occurs. We do not
carry any property or casualty insurance at this time, nor do we intend to carry
this type of insurance in the future (except that we will carry all insurance
that we are required to by law, such as motor vehicle insurance). Even if we do
obtain insurance, it may not cover all of the risks associated with our
operations. Insurance against risks such as environmental pollution or other
hazards as a result of exploration is generally not available to us or to other
companies in our business on acceptable terms. Should any events against which
we are not insured actually occur, we may become subject to substantial losses,
costs and liabilities which will adversely affect our financial
condition.


18





We
must make annual lease payments and claim maintenance payments or we will lose
our rights to our property.





We are
required under the terms of our property lease to make annual lease payments. We
are also required to make annual claim maintenance payments to Federal Bureau of
Land Management and to the county in which our property is located in order to
maintain our rights to explore and, if warranted, to develop our property. Our
annual claim maintenance payments currently total approximately $19,503. If we
fail to meet these obligations, we will lose the right to explore for gold on
our property. Our property lease is described in greater detail in the section
captioned “Description of Property.”





There
is a limited public market for our securities and they will not be listed on a
widely traded market in the foreseeable future.





There is
currently a limited public market for shares of our Common Stock and one may
never develop. Our Common Stock is quoted on the OTC Bulletin Board operated by
the National Association of Securities Dealers, Inc. The OTC Bulletin Board is a
thinly traded market and lacks the liquidity of certain other public markets
with which some investors may have more experience. We may not ever be able to
satisfy the listing requirements for our Common Stock to be listed on an
exchange or Nasdaq, which are often a more widely-traded and liquid market.
Some, but not all, of the factors which may delay or prevent the listing of our
Common Stock on a more widely-traded and liquid market include the following:
our stockholders’ equity may be insufficient; the market value of our
outstanding securities may be too low; our net income from operations may be too
low; our Common Stock may not be sufficiently widely held; we may not be able to
secure market makers for our Common Stock, and we may fail to meet the rules and
requirements mandated by the several exchanges and markets to have our Common
Stock listed.





We
cannot assure you that, even following the Merger, the Common Stock will become
liquid or that it will be listed on a securities exchange.





We expect
our Common Stock to remain eligible for quotation on the OTC Bulletin Board, or
on another over-the-counter quotation system. In those venues, however, an
investor may find it difficult to obtain accurate quotations as to the market
value of our Common Stock. In addition, if we fail to meet the criteria set
forth in SEC regulations, various requirements would be imposed by law on
broker-dealers who sell our securities to persons other than established
customers and accredited investors. Consequently, such regulations may deter
broker-dealers from recommending or selling our Common Stock, which may further
affect the liquidity of our Common Stock.  This would also make it
more difficult for us to raise additional capital after the Merger. While we
intend to apply to list the Common Stock on the Nasdaq Stock Market, there can
be no assurance that such listing will be successful or that the Common Stock
will ever be listed on a national securities exchange.





“Penny
Stock” rules will initially make buying or selling our Common Stock difficult
because the broker-dealers selling our Common Stock will be subject to certain
limitations.





Trading
in our securities is subject to certain regulations adopted by the Securities
Exchange Commission, commonly known as the “penny stock” rules and which apply
to stocks selling below $5.00 per share. Our shares of Common Stock qualify as
“penny stocks” and are covered by Section 15(g) of the Exchange Act, which
imposes additional practice requirements on broker-dealers who sell shares of
such stocks in the market. “Penny stock” rules govern how broker-dealers can
deal with their clients and with “penny stocks.” For sales of our securities,
including the sale of any Common Stock by the selling shareholders, the
broker-dealer must make a special suitability determination and receive from you
a written agreement prior to making a sale of stock to you. The additional
burdens imposed upon broker-dealers by the “penny stock” rules may discourage
broker-dealers from effecting transactions in our securities, which could
severely affect their market price and liquidity. This could prevent you from
easily reselling your shares or warrants when they become freely tradable and
could cause the price of our securities to decline.


19





Compliance
with U.S. securities laws, including the Sarbanes-Oxley Act, will be costly and
time-consuming.





After
completion of the Merger, we will continue as a reporting company under U.S.
securities laws, and we will be obliged to comply with the provisions of
applicable U.S. laws and regulations, including the Securities Act, the Exchange
Act and the Sarbanes-Oxley Act of 2002 and the related rules of the SEC, and the
rules and regulations of the relevant U.S. market. Preparing and filing annual
and quarterly reports and other information with the SEC, furnishing audited
reports to stockholders and other compliance with these rules and regulations
will involve a material increase in regulatory, legal and accounting expenses
and the attention of management, and there can be no assurance that we will be
able to comply with the applicable regulations in a timely manner, if at
all.





We
do not plan to pay any dividends in the foreseeable future.





We have
never paid a dividend and we are unlikely to pay a dividend in the foreseeable
future, if ever. Whether any dividends are distributed in the future, as well as
the specific details of any such dividends, will be decided by our Board of
Directors based upon a number of factors, including but not limited to our
earnings, financial requirements and other conditions prevailing at the time. We
may never pay dividends. You should carefully consider this before deciding
whether to purchase our securities.




Securities
analysts may not initiate coverage or continue to cover our Common Stock, and
this may have a negative impact on its market price.





The
trading market for our Common Stock following the Merger will depend, in part,
on the research and reports that securities analysts publish about our business.
We do not have any control over these analysts. There is no guarantee that
securities analysts will cover the Common Stock. If securities analysts do not
cover the Common Stock, the lack of research coverage may adversely affect its
market price. If we are covered by securities analysts, and our stock is the
subject of an unfavorable report, our stock price would likely decline. If one
or more of these analysts ceases to cover our Company or fails to publish
regular reports on us, we could lose visibility in the financial markets, which
could cause our stock price or trading volume to decline. In addition, because
we will become public through a “reverse triangular merger,” we may have further
difficulty attracting the coverage of securities analysts.





You
may experience dilution of your ownership interests because of the future
issuance of additional shares of our Common Stock.





Any
future issuance of our equity or equity-backed securities may dilute
then-current stockholders’ ownership percentages and could also result in a
decrease in the fair market value of our equity securities, because our assets
would be owned by a larger pool of outstanding equity. As described above, we
may need to raise additional capital through public or private offerings of our
common or preferred stock or other securities that are convertible into or
exercisable for our common or preferred stock. We may also issue such securities
in connection with hiring or retaining employees and consultants (including
stock options issued under our equity incentive plans), as payment to providers
of goods and services, in connection with future acquisitions or for other
business purposes. Our Board of Directors may at any time authorize the issuance
of additional common or preferred stock without common stockholder approval,
subject only to the total number of authorized common and preferred shares set
forth in our articles of incorporation. The terms of equity securities issued by
us in future transactions may be more favorable to new investors, and may
include dividend and/or liquidation preferences, superior voting rights and the
issuance of warrants or other derivative securities, which may have a further
dilutive effect. Also, the future issuance of any such additional shares of
common or preferred stock or other securities may create downward pressure on
the trading price of the common stock. There can be no assurance that any such
future issuances will not be at a price (or exercise prices) below the price at
which shares of the common stock are then traded.


20





Any
failure to maintain effective internal control over our financial reporting
could materially adversely affect us.





Section
404 of the Sarbanes-Oxley Act of 2002 will require us to include in our annual
reports on Form 10-K, beginning with the Form 10-K for the fiscal year ending
December 31, 2008, an assessment by management of the effectiveness of our
internal control over financial reporting. In addition, in future periods our
independent auditors will be required to attest to and report on management’s
assessment of the effectiveness of such internal control over financial
reporting. While we intend to diligently and thoroughly document, review, test
and improve our internal control over financial reporting in order to ensure
compliance with Section 404, management may not be able to conclude that our
internal control over financial reporting is effective. Furthermore, even if
management were to reach such a conclusion, if our independent auditors are not
satisfied with the adequacy of our internal control over financial reporting, or
if the independent auditors interpret the requirements, rules or regulations
differently than we do, then they may decline to attest to management’s
assessment or may issue a report that is qualified. Any of these events could
result in a loss of investor confidence in the reliability of our financial
statements, which in turn could negatively impact the price of our common
stock.





In
particular, we must perform system and process evaluation and testing of our
internal control over financial reporting to allow management and our
independent registered public accounting firm to report on the effectiveness of
our internal control over financial reporting, as required by Section 404. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. We currently do not have an
internal audit group, and we will need to retain the services of additional
accounting and financial staff or consultants with appropriate public company
experience and technical accounting knowledge to satisfy the ongoing
requirements of Section 404. We intend to review the effectiveness of our
internal controls and procedures and make any changes management determines
appropriate, including to achieve compliance with Section 404 by the date on
which we are required to so comply. However, any significant deficiencies in our
control systems may affect our ability to comply with SEC reporting requirements
and any applicable listing standards or cause our financial statements to
contain material misstatements, which could negatively affect the market price
and trading liquidity of our common stock and cause investors to lose confidence
in our reported financial information, as well as subject us to civil or
criminal investigations and penalties.





Our
principal stockholders have the power to control the Company because they hold a
majority of our outstanding shares of Common Stock.





Under
certain circumstances, our President and sole Director, David Mathewson, as the
holder of a majority of our outstanding shares of Common Stock, has and may
continue to have the ability to substantially control our business and affairs
and has the power to approve all matters that need to be approved by our
stockholders. This includes the election and removal of directors and officers,
mergers, consolidations, or the sale of all or substantially all of our assets.
This concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of the company, impeding a merger, consolidation,
takeover or other business combination involving the company, or discouraging a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of the company. This may adversely affect the value of your investment,
and you should carefully consider this concentration of ownership before
deciding whether to invest in our Company. Other stockholders who will own more
than 5% of our outstanding shares of Common Stock are identified in “Security
Ownership of Certain Beneficial Owners and Management.”


21


We
are a holding company that depends on cash flow from our subsidiaries to meet
our obligations and pay dividends.





We are a
holding company with no material assets other than the stock of our wholly-owned
subsidiary, NGE. Accordingly, we anticipate that all of our operations will be
conducted by NGE (and any additional subsidiaries we may form or acquire). We
currently expect that the earnings and cash flow of our subsidiaries will
primarily be retained and used by them in their operations, including servicing
any debt obligations they may have now or in the future. Therefore, our
subsidiaries may not be able to generate sufficient cash flow to distribute
funds to us in order to allow us to pay our obligations as they become due or,
although we do not anticipate paying any dividends in the foreseeable future,
pay future dividends on, or make any distributions with respect to, our common
or other stock. Additionally, our ability to participate as an equity holder in
any distribution of assets of any subsidiary upon liquidation is generally
subordinate to the claims of creditors of the subsidiaries.





ITEM
      2.
            PROPERTIES





Executive
Offices





Our
business office is located at 1265 Mesa Drive, Fernley, NV  89408. Our
office is located in the home of our President, Mr. David Mathewson. It contains
office furniture and equipment sufficient to administer our current business.
Mr. Mathewson donates the use of this office space to us.





Tempo
Mineral Prospect (“Tempo”)




We have
the right to explore for gold on a property located in Austin, Nevada, known as
Tempo Mineral Prospect. We acquired our exploration rights to Tempo Mineral
Prospect pursuant to a lease with Gold Standard Royalty Corporation, a
subsidiary of Golden Predator Mines Inc. (the “Lessor”), which acquired its
rights to this property from the Lyle F. Campbell Trust of Reno, Nevada, an
entity with which we are not affiliated and which acquired its rights to Tempo
Mineral Prospect from the Federal Bureau of Land Management by staking. We may
terminate our lease of the Tempo Mineral Prospect at any time. Our property is
not known to contain gold which can be mined at a profit, although the areas in
which our properties are located have a history of mining activity by others.
Our current property was selected by our President and Chief Geologist, David
Mathewson.




The Tempo
lease was originally between the Lessor and Gold Run, Inc., a Delaware
corporation (“Gold Run”) as Lessee.  The Lease was assigned by Gold
Run to KM Exploration Ltd., a Nevada limited liability company (“KM”) on August
14, 2008, and was subsequently assigned to NGE as of December 15,
2008.




Property
Description, Location and Access




Tempo is
located approximately 20 miles north of Austin, Nevada. Tempo consists of 146
contiguous unpatented lode claims, totaling 2,920 acres, and is located within
the north-south trending Rabbit Creek Gold Trend.


22




Tempo is
accessible through good roads as well as cross-country. Access is generally
available from May through December. Between December and May is the muddy
season, during which wet weather and poor road conditions will generally prevent
us from accessing the property. We know of no environmental or archeological
issues related to this property.




Title
Report




We have
not conducted a title survey on Tempo, and have no immediate plans to do so in
the future.




Geology
and History




We
believe that Tempo’s geology, geochemistry and alteration are typical of those
in the Rabbit Creek gold trend. The central target is defined by a gold and
arsenic soil anomaly approximately 5,000 feet in strike length. Both upper-plate
and permissive lower-plate rocks are present. Rock samples indicate a high of 20
gm/t for gold and 300 gm/t for silver. The central portion of the property
covers approximately one square mile of lower plate carbonate rock intruded by
Laramide diorites with associates gold-bearing skarn. The northern third of the
property includes numerous exposures of lower-plate carbonate rocks within a
large expanse of non-permissive upper-plate rocks. Jasperoids are common and
contain anomalous to very anomalous gold and arsenic values. Approximately 160
holes have been previously drilled within the property by others. Approximately
70% of the holes were no deeper than 300 feet. Approximately 65% of the holes
encountered non-permissive upper-plate of rock units. Approximately 40% of holes
intersected permissive lower-plate underlying the upper-plate rocks. We believe
that multiple high-quality gold targets remain to be identified, qualified and
assessed by drilling.




Tempo Mineral Prospect
Lease




Our lease
for Tempo is with Gold Standard Royalty Corporation, a subsidiary of Golden
Predator Mines Inc., which acquired its rights to this property
from the Lyle F. Campbell Trust of Reno, Nevada, an entity with which we
are not affiliated and which acquired its rights to this property from the
Federal Bureau of Land Management by staking its lode claims.




NGE
acquired its interest in the Tempo lease prior to the Merger pursuant to a
reassignment of the lease from KM Exploration, Ltd. In connection with the
reassignment, we reimbursed KM Exploration for claim fees ($19,503) and
preparation cost ($961.50), totaling $20,464.50. Also in connection with the
reassignment, Mr. Mathewson, then the sole stockholder of NGE, assigned five
shares of NGE (which converted into 400,000 shares each of Company Common Stock
upon the Merger) to each of two individuals (one of whom was the owner of the
other 50% interest in KM Exploration prior to its dissolution).  (See
“Certain Relationships and Related Transactions and Director Independence”
below.)




Our 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. We may terminate this lease
at any time. Until production is achieved, our lease payments (deemed “advance
minimum royalties”) consist of an initial payment of $5,000, which we made upon
the effectiveness of our lease, followed by annual payments according to the
following schedule:


23




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
                                
                                $
                                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







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




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





Royalty Point Purchased
                                  
                                  PriceFirst
      1%
                                  
                                  $
                                  1,500,000Second
      1%
                                  
                                  $
                                  3,000,000





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


Our lease
requires us to perform $50,000 worth of physical work on the property for 2009.
Starting in 2010 and thereafter, we must perform a minimum of $50,000 worth of
work annually on the property, of which at least $25,000 is physical
work.


24


Map
of Tempo Mineral Prospect







25





Claim
Maintenance Payments




We are
required to make annual claim maintenance payments to the Bureau of Land
Management and to the counties in which our property is located. If we fail to
make these payments, we will lose our rights to our property. As of the date of
this Report, our annual maintenance payments are $133.50 per claim, consisting
of payments to the Bureau of Land Management and to the counties in which our
properties are located. Our property consists of an aggregate of 146 lode
claims. Our aggregate annual claim maintenance costs are currently
$19,503.





ITEM
      3.
            LEGAL
      PROCEEDINGS





No legal
or governmental proceedings are presently pending or, to our knowledge,
threatened, to which we are a party or to which any of our properties is
subject.




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





We
obtained the written consent of our stockholders holding the requisite number of
shares of our Common Stock under Nevada law, as of October 23, 2008, to (i)
change our name from Nano Holdings International, Inc., to Nevada Gold Holdings,
Inc., and (ii) increase our authorized capital stock from 75,000,000 shares of
common stock, par value $0.001, to 300,000,000 shares of common stock, par value
$0.001, and 10,000,000 shares of preferred stock, par value $0.001. No other
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this Report.





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Our
Common Stock is currently quoted on the OTC Bulletin Board under the symbol
“NGHI.OB”. However, there is no established public trading market for our common
stock, because and it has never been actively traded.




The
following table sets forth the high and low closing bid prices for our Common
Stock for the fiscal quarters indicated as reported on the OTCBB. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions. Our Common Stock is very thinly traded,
and therefore pricing of our Common Stock on the OTCBB does not necessarily
represent its fair market value.


26





Period
                
                High(1)
                
                
                Low(1)Fiscal YearEnded December
      31, 2007:First
      Quarter
                
                $
                
                
                
                $Second
      QuarterThird
      QuarterFourth
      QuarterFiscal
      Year Ending December 31, 2008First
      Quarter
                
                $
                
                
                
                $Second
      QuarterThird
      QuarterFourth
      Quarter





(1)
            All
      quotations give retroactive effect to the 30.30303-for-one forward Stock
      Split which was effected on November 21,
2008.





Holders




As of April
8, 2009, we had 36,425,973 shares of our
Common Stock issued and outstanding held by26shareholders of
record.





Dividends





We have
never declared any cash dividends with respect to our Common
Stock.  Future payment of dividends is within the discretion of our
board of directors and will depend on our earnings, capital requirements,
financial condition and other relevant factors.  Although there are no
material restrictions limiting, or that are likely to limit, our ability to pay
dividends on our Common Stock, we presently intend to retain future earnings, if
any, for use in our business and have no present intention to pay cash dividends
on our Common Stock




Recent
Sales of Unregistered Securities





On
December 31, 2008, the Company sold in connection with the Bridge PPO (a) an
aggregate of 414,000 shares of its common stock to a total of 13 investors, for
aggregate consideration of $103,500, or $0.25 per share and (b) $150,000
principal amount of a Bridge Note, for consideration of $150,000, in each case
before deducting expenses related to the offerings.




On March
9, 2009, NGHI held a second closing of the Bridge PPO for 165,000 shares of
Common Stock, at a purchase price of $0.25 per share.




The
securities sold in the Bridge PPO were sold to (i) accredited investors as
defined under Regulation D, Rule 501(a) promulgated by the SEC and (ii) non-U.S.
persons as defined under Regulation S promulgated by the SEC, and otherwise in
accordance with the provisions of Regulation D and/or Regulation S. The
transactions described above were exempt from registration under Section 4(2) of
the Securities Act and Rule 506 of Regulation D and Regulation S as promulgated
by the SEC.


27




The
Stock Split




The
Company effected a 30.30303-for-one forward split of its Common Stock in the
form of a stock dividend to its holders of record, which was paid on November
21, 2008.




Issuances
by NGE




In
October 2008, NGE issued 200 shares of common stock of NGE to David Mathewson,
our President, Chief Geologist and sole director, in consideration for his
formation of NGE and for his services as its sole officer and director; in
connection with the reassignment of the Tempo lease to NGE, Mr. Mathewson,
assigned five shares of NGE to each of two individuals (one of whom was the
owner of the other 50% interest in KM Exploration prior to its dissolution).
These transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act, since the foregoing issuance did not involve a public offering,
the recipient took the shares for investment and not resale and NGE took
appropriate measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuance and no underwriting discounts or commissions
were paid by NGE.




Shares
Issued in Connection with the Merger




On the
closing date of the Merger, the holders of common stock of NGE surrendered all
of their 200 issued and outstanding shares and received an aggregate of
16,000,000 shares of the Company’s Common Stock.




The
Company’s stockholders retained 19,696,973 shares of Common Stock in the
Merger.




Upon the
closing of the Merger, the purchaser of the Bridge Note also received 150,000
shares of Common Stock under the terms of the Bridge Note.




The
transactions described above were exempt from registration under Section 4(2) of
the Securities Act and Rule 506 of Regulation D as promulgated by the SEC. None
of the securities were sold through an underwriter and, accordingly, there were
no underwriting discounts or commissions involved.




Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





Except in
connection with the issuance described above, during within the fourth quarter
of the fiscal year covered by this Report, no purchases were made by or on
behalf of the Company or any “affiliated purchaser,” as defined in Rule
10b-18(a)(3) under the Exchange Act, of shares or other units of any class of
the Company’s equity securities.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
applicable.





ITEM 7.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” for a
discussion of the uncertainties, risks and assumptions associated with these
forward-looking statements.


28


The
following discussion and analysis of the Company’s financial condition and
results of operations are based on the preparation of our financial statements
in accordance with U.S. generally accepted accounting principles. You
should read the discussion and analysis together with such financial statements
and the related notes thereto.




Results
of Operations





Fiscal
year Ended December 31, 2008





We are
still in our development stage and have generated no revenues to
date.





General
and Administrative Expenses





We
incurred total operating expenses of $90,282 from inception on October 2, 2008
through  December 31, 2008 The operating expenses were professional
fees incurred in connection with our merger.





Net
Losses





Our net
loss from inception on October 2, 2008 through December 31, 2008 was
$90,282  or $0.01 per share.





Bridge
Note





The
Bridge Note issued in the Bridge PPO has a principal amount of
$150,000, has a term of one year (or earlier upon certain events of
default) and bears interest at 10% per annum, payable at
maturity.  Upon the closing by the Company of any financing, merger or
acquisition, or any other business combination, resulting in gross cash proceeds
to the Company in excess of $500,000 (a “Financing”), the Company must redeem
the Bridge Note in full, provided that upon the closing of a Financing, the
holder shall be entitled, at its option, to convert all or any part of the
principal amount of the Note into  shares of the Company’s Common
Stock at a price (of $1.00 per share, subject to adjustment in certain
circumstances.  The Bridge Note is secured pursuant to security
agreement by all of the assets of NGHI and NGE.  So long as the Bridge
Note remains outstanding, the Company may not incur, create, assume, guaranty or
permit to exist any indebtedness that ranks senior in priority to, or pari passu with, the
obligations under the Bridge Note (except for indebtedness created as a result
of a subsequent financing if the gross proceeds to the Company of such financing
are equal to or greater than the aggregate principal amount of the Notes and the
Note is repaid in full upon the closing of such financing); create, incur,
assume or permit to exist any other lien on any property or assets now owned or
hereafter acquired (with certain limited exceptions); declare or pay, directly
or indirectly, any dividend or make any other distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, with respect to any shares of NHGI’s capital stock or directly or
indirectly redeem, purchase, retire or otherwise acquire for value any shares of
any class of NHGI’s capital stock or set aside any amount for any such purpose;
pay in cash any amount in respect of any indebtedness or preferred stock that
may at the Company’s option be paid in kind or in other securities; or
optionally prepay, repurchase or redeem or otherwise defease any other
indebtedness of the Company.


29


Liquidity
and Capital Resources





After
paying legal, accounting, auditing and other expenses incurred in connection
with the Bridge PPO and the merger, we had approximately $253,440 in cash on
hand at December 31, 2008.  Subsequently we paid the $15,000 royalty
payment under the Tempo lease that was due on January 15, 2009, and have
expended substantially all of our cash to pay other expenses.  We do
not currently have adequate funds to pay for the $50,000 of physical work on the
property required in 2009, or to pay other future amounts due under the Tempo
lease, make claim maintenance payments, carry out our exploration program as it
is currently planned or fund the acquisition and exploration of new properties
or to repay the Bridge Note.





We
estimate that we will need to raise approximately $1.0 million to pay for our
exploration program through December 31, 2009, as it is currently planned and
described above, and our estimated administrative expenses, lease payments and
estimated claim maintenance costs.  We will likely require additional
funding after that date. We may be unable to secure additional financing on
terms acceptable to us, or at all, at times when we need such financing. Our
inability to raise additional funds on a timely basis could prevent us from
achieving our business objectives and could have a negative impact on our
business, financial condition, results of operations and the value of our
securities.





If we
raise additional funds by issuing additional equity or convertible debt
securities, the ownership percentages of existing stockholders will be reduced
and the securities that we may issue in the future may have rights, preferences
or privileges senior to those of the current holders of our Common Stock. Such
securities may also be issued at a discount to the market price of our Common
Stock, resulting in possible further dilution to the book value per share of
Common Stock. If we raise additional funds by issuing debt, we could be subject
to debt covenants that could place limitations on our operations and financial
flexibility.





ITEM 8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTAL DATA





Our
audited financial statements as of, and for the years ended, December 31, 2008
and 2007, are included beginning on page F-1 immediately following the signature
page to this Report.  See Item 15 for a list of the financial
statements included herein.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





None.





ITEM 9A.[T]
            CONTROLS
      AND PROCEDURES





Evaluation
of Our Disclosure Controls and Procedures





Under the
supervision and with the participation of our sole officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of December 31, 2008 (the “Evaluation Date”).  Based
on this evaluation, our sole officer concluded as of the Evaluation Date that
our disclosure controls and procedures were not effective to ensure that the
information relating to us, including our consolidated subsidiaries, required to
be disclosed by us in the reports filed or submitted by us under the Exchange
Act (i) is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and communicated to
our management, including our sole officer, as appropriate to allow timely
decisions regarding required disclosure.


30





We are a
small organization with limited personnel during 2008. We were unable to
implement a system of disclosure controls and procedures as of the Evaluation
Date. We expect to create a system of disclosure controls and procedures in 2009
as we expand our business and develop our mining
claims.  Nevertheless, management believes that this Report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this Report.





Management’s
Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  Internal control over financial reporting is a process
designed by, or under the supervision of, an issuer’s principal executive and
principal financial officers, or persons performing similar functions, and
effected by its board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles (GAAP). Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Also, projection of any evaluation of
effectiveness to future periods is subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.





Management
has conducted, with the participation of our sole officer, an assessment,
including testing of the effectiveness, of our internal control over financial
reporting as of December 31, 2008. In evaluating the effectiveness of our
internal control over financial reporting, our management used the criteria set
forth in Internal Control over Financial Reporting – Guidance for Smaller Public
Companies issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's annual or
interim financial statements will not be prevented or detected on a timely
basis. We have identified the following material weakness: We were unable to
implement a system of segregation of duties necessary to establish an effective
system of internal controls as of the Evaluation Date.





We are a
small organization with limited personnel during 2008. We expect to create a
system of internal controls in 2009 as we expand our business and develop our
mining claims.  To address the material weaknesses, we performed
additional analysis and other post-closing procedures in an effort to ensure our
consolidated financial statements included in this Report have been prepared in
accordance with GAAP. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows as of the dates and
for the periods presented.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.


31





Changes
in Internal Control over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended December 31, 2008, that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





Executive
Officers and Directors




Below are
the names and certain information regarding the Company’s current executive
officers and directors:




Name
                  
                  Age
                  
                  Title
                  
                  Date First AppointedDavid
      C. Mathewson
                  
                  64
                  
                  Chief
      Executive Officer, President, Secretary, Treasurer, Chief Geologist and
      Director
                  
                  December
      31, 2008





Directors
are elected to serve until the next annual meeting of stockholders and until
their successors are elected and qualified.  Officers are elected by
the Board of Directors and serve until their successors are appointed by the
Board of Directors.





The
principal occupation and business experience during the past five years for our
current officer and director is as follows:





David C. Mathewson,Chief Executive Officer, President,
Secretary, Treasurer, Chief Geologist and Director.Mr.
Mathewson has been the Chief Executive Officer, President, Secretary, Treasurer,
Chief Geologist and sole director of NGE since October 7, 2008, and became Chief
Executive Officer, President, Secretary, Treasurer, Chief Geologist and sole
direct of the Company upon the Merger.  Mr. Mathewson has more than 30
years of hands-on gold exploration experience on the Carlin gold trend in
north-central Nevada.  Between August 2006 and August 2008, Mr.
Mathewson was President, Chief Geologst and director of Gold Run, Inc., a public
company.  Between June 2002 and June 2006, mr. Mathewson was the Vice
President of Exploration for Tone Resources, Ltd., a Canadian corporation, where
he managed that company’s gold exploration program (Mr. Mathewson remained a
director of Tone Resources until his resignation on March 23,
2007).  Between May 2001 and June 2002, Mr. Mathewson staked claims
and evaluated business opportunities both as an individual and through his
50%-owned company, KM Exploration, Ltd (which has since been
dissolved).  Between January 1995 and May 2001, he was the Regional
Manager of Exploration for Newmont Mining Company, where he was responsible for
managing that company’s exploration activities in the Great Basis and Carlin
gold trends.  Prior to that, he was engaged as Newmont Mining
Company’s Senior Exploration Geologist from April 1989 through December
1995.


32





Board
Committees




Our Board
of Directors currently consists of only one member and has not established an
audit committee, a compensation committee, a nominating committee or any other
committee.  The Board of Directors currently acts in the capacity of
an audit committee.




We do not
have an “audit committee financial expert,” as defined in Item 407 of
Regulation S-K, because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because of our limited
operations, we believe the services of a financial expert are not warranted at
this time.




Shareholder
Recommendations of Nominees to the our Board of Directors




Currently,
we do not have a policy with regard to procedures by which security holders may
recommend nominees to the our Board of Directors.





Code
of Ethics




The
Company currently has not adopted a written code of ethics.





Section
16(a) Beneficial Ownership Reporting Compliance





Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company under  Rule 16a-3(e) under the Exchange Act during its most
recent fiscal year and Forms 5 and amendments thereto furnished to the Company
with respect to its most recent fiscal year, and any written representation to
the Company from the reporting person that no Form 5 is required, no person who,
at any time during the fiscal year, was a director, officer, beneficial owner of
more than ten percent of the Company’s Common Stock, or any other person known
to the Company to be subject to section 16 of the Exchange Act with respect to
the Company, failed to file on a timely basis, as disclosed in the above Forms,
reports required by section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years, except as
described below:





Name
                              
                              No.
      of
                                late
                                reports
                              
                              No. of transactions
                                that were not
                                reportedon a
                                timely basis
                              
                              Failure
      to file a required FormMarion
      R. “Butch” Barnes
                              
                              1
                              
                              1
                              
                              None






ITEM
      11.
            EXECUTIVE
      COMPENSATION





The
following table sets forth information concerning the total compensation paid or
accrued by us during the last three fiscal years ended December 31, 2008, to (i)
all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended December 31,
2008; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
December 31, 2008; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended December 31, 2008, that
received annual compensation during the fiscal year ended December 31, 2008, in
excess of $100,000.


33





Summary
Compensation Table




Name and
                                                  Principal Position
                                                
                                                Year
                                                
                                                Salary
                                                  ($)
                                                
                                                
                                                Bonus
                                                  ($)
                                                
                                                
                                                Stock
                                                  Awards
                                                  ($)
                                                
                                                
                                                Option
                                                  Awards
                                                  ($)
                                                
                                                
                                                Non-
                                                  Equity
                                                  Incentive
                                                  Plan
                                                  Compen-
                                                  sation ($)
                                                
                                                
                                                Change
                                                  in
                                                  Pension
                                                  Value
                                                  and Non-
                                                  qualified
                                                  Deferred
                                                  Compen-
                                                  sation
                                                  Earnings
                                                  ($)
                                                
                                                
                                                All Other
                                                  Compensation
                                                  ($)
                                                
                                                
                                                Total ($)David
      Rector
                                                  CEO,
      President,CFO,
                                                  Secretary,Treasurer,
      and
                                                  Director
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —2007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —2006
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                $
                                                10,000
                                                (1)
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                $
                                                10,000Marion
      “Butch”Barnes
                                                  President
      of Sunshine LLC
                                                
                                                2008
                                                
                                                $
                                                1,500
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                1,5002007
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                $
                                                4,000
                                                (2)
                                                
                                                
                                                4,0002006
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                6,000
                                                (2)
                                                
                                                
                                                6,000David
      Mathewson(3)
                                                  CEO,
      President, Secretary, Treasurer, Chief Geologist and
    Director
                                                
                                                2008
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                0







(1)
            The
      100,000 shares of common stock issued to Mr. Rector in July 2006 had a
      value of $10,000 or $0.10 per
share.





(2)
            Represents
      Mr. Barnes’ automobile allowance.





(3)
            Mr.
      Mathewson became our sole officer and director on December 31,
      2008.




We have
not issued any stock options or maintained any stock option or other incentive
plans other than our 2008 Plan. (See “Item 5. Market for Common Equity and
Related Stockholder Matters – Securities Authorized for Issuance under Equity
Compensation Plans” above.) We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans.





Employment
Agreements with Executive Officers





The
Company has entered into an employment agreement effective as of January 1, 2009
(the “Effective Date”) with David Mathewson pursuant to which Mr. Mathewson
serves as our Chief Executive Officer, President and Chief
Geologist.  The term of the employment agreement commenced on the
Effective Date and will end on the first anniversary of the Effective Date,
unless sooner terminated as provided in employment agreement (the “Term”);
thereafter, the Term will automatically renew for successive periods of one
year, unless either party gives to the other at least thirty (30) days’ prior
written notice of their intention not to renew the employment agreement prior to
the end of the Term or the then applicable renewal Term, as the case may
be.




34




Pursuant
to the employment agreement, Mr. Mathewson’s annual base salary will be
$120,000; provided, however, that for the first year of the term, the base
salary will be $105,000 per annum, with $5,000 payable for the months of
January, February and March of 2009, and $10,000 payable for the remaining
months of 2009.  The employment agreement contains no provisions
relating to a bonus.





The Board
of Directors will determine whether and to what extent Mr. Mathewson may
participate in any stock or option plan of the Company. During the Term, Mr.
Mathewson will be entitled to participate in the Company’s insurance programs
and any ERISA benefit plans that may be adopted.





Mr.
Mathewson will be entitled to receive reimbursement of all expenses reasonably
incurred by him in performing his services, including all travel and living
expenses while away from home on business or incurred at the specific request or
direction of the Company; provided that all expenses must be incurred and
accounted for in accordance with the rules, policies, procedures and guidelines,
if any, established or to be established by the Company and be appropriately
documented. Road vehicle mileage will be reimbursed at a rate of $0.50 per mile,
and field vehicle mileage will be reimbursed at a rate of $0.75 per mile.
Subject to the foregoing, the Company will advance to Mr. Mathewson, on a fully
accountable basis, an allowance for reimbursable expenses of $5,000 per month
(or, if reimbursable expenses for the prior month did not equal or exceed
$5,000, then an amount equal to $5,000 less the unused portion of the prior
month’s advance), provided that prior to each such advance the reimbursable
expenses for the prior month have been fully documented, accounted and submitted
to the Company.





Mr.
Mathewson has agreed to devote his time and attention exclusively to the
rendering of his services to the Company under the employment agreement, subject
to four weeks of paid vacation per year and except that he will be permitted to
engage in non-competitive geological consulting activities with other
exploration and/or mining companies, not to exceed in the aggregate twenty days
in any calendar year, and provided that the activities are approved in advance
by the Company’s Board of Directors in writing.





The
Company will grant Mr. Mathewson a 1% net smelter return royalty (“NSR”) for all
prospects generated by him that are acquired by staking for the Company. The
Company will grant Mr. Mathewson a 1/2% percent NSR for all prospects generated
by him that are subsequently leased by the Company, exclusive of the “Tempo”
property, provided that (i) such lease carries a total maximum NSR of 4% percent
(inclusive of the 1/2% percent NSR to Mr. Mathewson), and (ii) such lease does
not adjoin a claim from which Mr. Mathewson is otherwise entitled to receive
participation in an NSR. The Company will have the right to purchase all of such
1/2% percent NSRs respecting leased prospects in the aggregate at any time for
$500,000.





In the
event Mr. Mathewson terminates his employment and the Company is not at default
of any material provision of the employment agreement, Mr. Mathewson has agreed
that he will not, directly or indirectly, own, manage, operate, finance, control
or participate in the ownership, management, operation, financing, or control
of, be employed by, associated with, or in any manner connected with, lend any
credit to, or render services or advice to any business, firm, corporation,
partnership, association, joint venture or other entity that engages in or
conducts the business of gold exploration or any other business the same as or
substantially similar to the business then engaged in or conducted by, or then
proposed to be engaged in or conducted by, the Company or included in the future
strategic plan of the Company, anywhere within the United States of America;
provided, however, that Mr. Mathewson may own less than 5% of the outstanding
shares of any class of securities of any enterprise (but without otherwise
participating in the activities of such enterprise) if such securities are
listed on any national or regional securities exchange or have been registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended. This
restriction on Mr. Mathewson’s activities will terminate 36 months from the date
of such termination.


35





During
the Term and for a period of 36 months following termination of the Mr.
Mathewson’s employment with the Company, Mr. Mathewson agrees that he will not
solicit or hire, or attempt to recruit, solicit or hire, any employee or
independent contractor of the Company; or attempt in any manner to solicit or
accept from any customer of the Company with whom the Company had significant
contact during the Term, business of the kind, or competitive with the business,
done by the Company with such customer or to persuade or attempt to persuade any
such customer to cease to do business or to reduce the amount of business which
such customer has customarily done or is reasonably expected to do with the
Company or if any such customer elects to move its business to a person other
than the Company, provide any services (of the kind, or competitive with the
business, of the Company) for such customer, or have any discussions regarding
any such service with such customer, on behalf of such other
person.





In the
event that the Board of Directors shall determine that Company is unable to
timely pay any Company payment obligation relating to mineral rights, including
without limitation a lease payment, claim fee payment or work commitment, Mr.
Mathewson may, but shall not be obligated to, personally make such payment on
behalf of the Company in order to avoid a default under the relevant Company
agreement or otherwise prevent loss of the relevant Company
asset.  Such payment may be made no sooner than five business days
prior to the due date thereof (after giving effect to any stated grace or cure
period) (the “Final Due Date”).  In the event Mr. Mathewson makes any
such payment, the Company will have 45 calendar days from the Final Due Date to
reimburse him in full for the payment, together with interest thereon from the
Final Due Date until reimbursement, at a rate equal to the “prime rate” in
effect on the day on which Mr. Mathewson made the payment.  If the
Company fails to do so within such time period (through no act or omission of
Mr. Mathewson), such failure will constitute an automatic assignment by the
Company to Mr. Mathewson of all right, title and interest of the Company in the
relevant agreement or asset.





Director
Compensation




Directors
are elected by the vote of a majority in interest of the holders of voting stock
and hold office until the expiration of the term for which they are elected and
until successors  are qualified and elected.





A
majority of the authorized number of directors constitutes a quorum of the Board
of Directors for the transaction of business.  The directors must be
present at the meeting to constitute a quorum.  However, any action
required or permitted to be taken by the Board of Directors may be taken without
a meeting if all members of the Board of Directors individually or collectively
consent in writing to the action.





At this
time directors do not receive compensation for their services.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of April 8, 2009:




·
            each
      person or entity known by us to be the beneficial owner of more than 5% of
      our common stock;





·
            each
      of our directors;





·
            each
      of our executive officers; and


36





·
            all
      of our directors and executive officers as a
  group.




Except as
otherwise indicated, the persons listed below have sole voting and investment
power with respect to all shares of our common stock owned by them, except to
the extent such power may be shared with a spouse.




There are
no securities, options or warrants exercisable within sixty days and, which if
exercised, would result in the holder becoming the beneficial owner of 5% or
more of our Common Stock.




Name
      and Address
                          of Beneficial Owner
                        
                        Title of Class
                        
                        Amount
      and Nature
                          of
                          Beneficial Ownership(1)
                        
                        
                        Percent of Class(2)David
      C. Mathewson
                          1265
      Mesa Drive
                          Fernley,
      NV 89408
                        
                        Common
      Stock
                        
                        
                        11,990,000
                        
                        
                        
                        32.9
                        %Gibraltar
      Global Securities
                        
                        Common
      Stock
                        
                        
                        3,030,303
                        
                        
                        
                        8.3
                        %Tillerman
      Securities
                        
                        Common
      Stock
                        
                        
                        3,333,334
                        
                        
                        
                        9.2
                        %Marion
      R. “Butch” Barnes
                        
                        Common
      Stock
                        
                        
                        3,030,303
                        
                        
                        
                        8.3
                        %





(1)
            All
      named parties have, to our knowledge, sole investment and voting control
      of the shares set forth in this
table.





(2)
            Percentages
      based upon shares of common stock outstanding as of April 8, 2009;
      percentages are rounded.


37





Securities
Authorized For Issuance under Equity Compensation Plans




The
following table sets forth, as of December 31, 2008, information with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company are authorized for issuance:





Equity Compensation Plan InformationPlan category
                          
                          Number of securities
                            to be issued upon
                            exercise of
                            outstanding options,
                            warrants and rights
                            (a)
                          
                          
                          Weighted-average
                            exercise price of
                            outstanding options,
                            warrants and rights
                            (b)
                          
                          
                          Number of securities
                            remaining available
                            for future issuance
                            under equity
                            compensation plans
                            (excluding securities
                            reflected in column
                            (a))
                            (c)Equity
      compensation
                            plans
      approved by
                            security
      holders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Equity
      compensation plans not approved by security holders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,000,000Total
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,000,000





On
December 30, 2008, the Board of Directors of the Company adopted, subject to
stockholder approval, the 2008 Equity Incentive Plan (the “2008 Plan”) which
reserves a total of 4,000,000 shares of our Common Stock for issuance under the
2008 Plan.  If an incentive award granted under the 2008 Plan expires,
terminates, is unexercised or is forfeited, or if any shares are surrendered to
us in connection with an incentive award, the shares subject to such award and
the surrendered shares will become available for further awards under the 2008
Plan.





In
addition, the number of shares of Common Stock subject to the 2008 Plan, any
number of shares subject to any numerical limit in the 2008 Plan, and the number
of shares and terms of any incentive award are expected to be adjusted in the
event of any change in our outstanding Common Stock by reason of any stock
dividend, spin-off, split-up, stock split, reverse stock split,
recapitalization, reclassification, merger, consolidation, liquidation, business
combination or exchange of shares or similar transaction.





Administration





The
compensation committee of the Board, or the Board in the absence of such a
committee, will administer the 2008 Plan.  Subject to the terms of the
2008 Plan, the compensation committee has complete authority and discretion to
determine the awards under the 2008 Plan.





Grants




The 2008
Plan authorizes the grant to participants of nonqualified stock options,
incentive stock options, restricted stock awards, restricted stock units,
performance grants intended to comply with Section 162(m) of the Internal
Revenue Code (as amended, the “Code”) and stock appreciation rights, as
described below:




·
            Options
      granted under the 2008 Plan entitle the grantee, upon exercise, to
      purchase a specified number of shares from us at a specified exercise
      price per share. The exercise price for shares of Common Stock covered by
      an option cannot be less than the fair market value of the Common Stock on
      the date of grant unless agreed to otherwise at the time of the
      grant.




38




·
            Restricted
      stock awards and restricted stock units may be awarded on terms and
      conditions established by the compensation committee, which may include
      performance conditions for restricted stock awards and the lapse of
      restrictions on the achievement of one or more performance goals for
      restricted stock units.




·
            The
      compensation committee may make performance grants, each of which will
      contain performance goals for the award, including the performance
      criteria, the target and maximum amounts payable, and other terms and
      conditions.




·
            The
      2008 Plan authorizes the granting of stock awards. The compensation
      committee will establish the number of shares of Common Stock to be
      awarded and the terms applicable to each award, including performance
      restrictions.




·
            Stock
      appreciation rights (“SARs”) entitle the participant to receive a
      distribution in an amount not to exceed the number of shares of Common
      Stock subject to the portion of the SAR exercised multiplied by the
      difference between the market price of a share of Common Stock on the date
      of exercise of the SAR and the market price of a share of Common Stock on
      the date of grant of the SAR.




Duration,
Amendment, and Termination




The Board
has the power to amend, suspend or terminate the 2008 Plan without stockholder
approval or ratification at any time or from time to time. No change may be made
that increases the total number of shares of Common Stock reserved for issuance
pursuant to incentive awards or reduces the minimum exercise price for options
or exchange of options for other incentive awards, unless such change is
authorized by our stockholders within one year. Unless sooner terminated, the
2008 Plan would terminate ten years after it is adopted.




As of the
date hereof, no grants have been issued under the 2008 Plan.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





Prior to
the Merger, NGE acquired the leasehold interest in the Tempo property from KM
Exploration, Ltd., a Nevada limited liability company in which our CEO,
President, Chief Geologist and sole director, David Mathewson, had a 50%
ownership interest prior to its dissolution.  In consideration of the
transfer of the lease to NGE, NGE reimbursed KM Exploration for claim fees
($19,503) and preparation cost ($961.50), totaling $20,464.50. Also in
connection with the reassignment, Mr. Mathewson, then the sole stockholder of
NGE, assigned five shares of NGE (which converted into 400,000 shares each of
Company Common Stock upon the Merger) to each of two individuals (one of whom
was the owner of the other 50% interest in KM Exploration prior to its
dissolution).




On
December 31, 2008, in connection with the Merger, David Mathewson received
15,200,000 shares of our Common Stock in exchange for 190 shares of NGE common
stock owned by Mr. Mathewson.  Subsequent to the closing of the
Merger, Mr. Mathewson transferred to certain investors in the Bridge PPO, in
private transactions, an aggregate of 2,460,000 of his shares.  In
connection with the Merger, Mr. Mathewson entered into a lock-up agreement,
pursuant to which he is prohibited from certain sales or dispositions of any
other shares of our Common Stock received in the Merger for a period of two
years from December 31, 2008, without the prior written consent of the
Company.


39





See
“Business—Historical Development—Split-Off Agreement” for a description of
certain transactions involving Marion R. “Butch” Barnes in connection with the
Merger.





Nano
Holdings recorded the value of uncompensated services provided by its officer
and director, David Rector, and the President of Sunshine, Marion “Butch”
Barnes, as a contribution of capital during the year ended December 31, 2008.
However, as a result of the “reverse merger” accounting, with NGE deemed to be
the acquirer in the reverse merger, these amounts do not appear on our balance
sheet at December 31, 2008.





Director
Independence





We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent.” Our sole director is not
“independent” as that term is defined by the listing standards of the Nasdaq
Stock Market and SEC rules.





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Audit
Fees




The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended December 31, 2008 and 2007 are set forth in the
table below:




Fee Category
                                                                                                                        
                                                                                                                        Fiscal year ended
                                                                                                                          December 31, 2008
                                                                                                                        
                                                                                                                        
                                                                                                                        Fiscal year ended
                                                                                                                          December 31, 2007Audit fees (1)
                                                                                                                        
                                                                                                                        $
                                                                                                                        8,000
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        7,000Audit-related fees (2)
                                                                                                                        
                                                                                                                        $
                                                                                                                        0
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        0Tax fees (3)
                                                                                                                        
                                                                                                                        $
                                                                                                                        0
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        0All other fees (4)
                                                                                                                        
                                                                                                                        $
                                                                                                                        0
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        0Total fees
                                                                                                                        
                                                                                                                        $
                                                                                                                        8,000
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        7,000





(1)
            Audit
      fees consist of fees incurred for professional services rendered for the
      audit of consolidated financial statements, for reviews of our interim
      consolidated financial statements included in our quarterly reports on
      Form 10-Q and for services that are normally provided in connection with
      statutory or regulatory filings or
engagements.





(2)
            Audit-related
      fees consist of fees billed for professional services that are reasonably
      related to the performance of the audit or review of our consolidated
      financial statements, but are not reported under “Audit
    fees.”





(3)
            Tax
      fees consist of fees billed for professional services relating to tax
      compliance, tax planning, and tax
advice.





(4)
            All
      other fees consist of fees billed for all other
  services.


40





PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





Financial Statements
                
                PageReport
      of Independent Registered Public Accounting Firm
                
                F-3Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                
                F-4Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007
                
                F-5Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from June 9,
      2006 to December 31, 2008
                
                F-6Consolidated
      Statements of Cash Flows for the years ended December 31, 2008 and
      2007
                
                F-7Notes
      to Financial Statements
                
                F-8
      – F-13





Financial
Statement Schedules





All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.





Exhibits





The
following Exhibits are being filed with this Annual Report on Form
10-K.




In
reviewing the agreements included as exhibits to this Form 10-K, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:




·
            should not in all instances be
      treated as categorical statements of fact, but rather as a way of
      allocating the risk to one of the parties if those statements prove to be
      inaccurate;




·
            have been qualified by
      disclosures that were made to the other party in connection with the
      negotiation of the applicable agreement, which disclosures are not
      necessarily reflected in the
agreement;




·
            may apply standards of
      materiality in a way that is different from what may be viewed as material
      to you or other investors;
and




41




·
            were made only as of the date
      of the applicable agreement or such other date or dates as may be
      specified in the agreement and are subject to more recent
      developments.




Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-K and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.
See “Available Information.”




Exhibit
                  Number
                
                Description2.1*
                
                Agreement
      and Plan of Merger and Reorganization, dated as of December 31, 2008, by
      and among Nevada Gold Holdings, Inc., Nevada Gold Acquisition Corp. and
      Nevada Gold Enterprises, Inc.2.2*
                
                Certificate
      of Merger3.1
                
                Certificate
      of Incorporation of the Registrant (incorporated by reference
      from Exhibit 3.1 to the Registrant’s Form SB-2 Registration
      Statement filed with the SEC onAugust 1,
      2006)3.2
                
                Certificate
      of Amendment to Certificate of Incorporation of the Registrant (incorporated by reference
      from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
      filed with the Commission on November 6, 2008)3.3
                
                Bylaws
      of the Registrant (incorporated by reference
      from Exhibit 3.1to the Registrant’s Form SB-2
      Registration Statement filed with the Commission on August 1,
      2006)10.1*
                
                Form
      of Subscription Agreement by and between Nevada Gold Holdings, Inc., and
      the investors party thereto10.2*
                
                Form
      of Addendum to Subscription Agreement by and between Nevada Gold Holdings,
      Inc., and the investors party thereto10.3*†
                
                Lock-Up
      Agreement, dated as of December 31, 2008, between Nevada Gold Holdings,
      Inc., and David Mathewson10.4*
                
                Split-Off
      Agreement, dated as of December 31, 2008, by and among Nevada Gold
      Holdings, Inc., Sunshine Group, Inc., and Marion R. “Butch” Barnes,
      William D. Blanchard and Robert Barnes10.5*
                
                General
      Release Agreement, dated as of December 31, 2008, by and among Nevada Gold
      Holdings, Inc., Sunshine Group, Inc., and Marion R. “Butch” Barnes,
      William D. Blanchard and Robert Barnes10.6*
                
                Form
      of Agreement and Release between David Mathewson and the subscribers
      thereto




42





10.7*
              
              Tempo
      Mineral Lease dated May 18, 2007, by and between Gold Standard Royalty
      (Nevada) Inc., successor in interest to Bertha C. Johnson, Trustee of the
      Lyle F. Campbell Trust, as Lessor, and NGE, as successor to KM Exploration
      LTD., as successor to Gold Run, Inc.10.8*
              
              Amendment
      to Tempo Mineral Lease dated January 6, 2009, between Gold Standard
      Royalty (Nevada) Inc., successor in interest to Bertha C. Johnson, Trustee
      of the Lyle F. Campbell Trust, as Lessor, and NGE, as successor to KM
      Exploration LTD., as successor to Gold Run, Inc.10.9*
              
              Form
      of Securities Purchase Agreement dated December 31, 2008, between Nevada
      Gold Holdings, Inc., and the Buyers party thereto10.10*
              
              Form
      of 10% Secured Convertible Promissory Note10.11*
              
              Form
      of Security Agreement dated December 31, 2008, among Nevada Gold Holdings,
      Inc., Nevada Gold Enterprises, Inc., and the Buyers party
      thereto10.12*†
              
              Nevada
      Gold Holdings, Inc., 2008 Equity Incentive Plan10.13**
              
              Form
      of amended Subscription Agreement by and between Nevada Gold Holdings,
      Inc., and the investors party thereto10.14
      †
              
              Employment
      Agreement dated as of January 1, 2009, between Nevada Gold Holdings, Inc.,
      and David Mathewson(incorporated by reference to
      Exhibit 10.1 to the registrant’s Current Report on Form 8-Kfiled with the
      SEC on March 24, 2009)21.1**
              
              Subsidiaries
      of the Registrant31.1**
              
              Certification
      of principal executive and principal financial officer pursuant to Rule
      13a-14(a) and 15d-14(a)32.1**§
              
              Certification
      of principal executive and principal financial officer pursuant to 18
      U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act
      of 2002





*
            Incorporated by reference
      to identically numbered exhibit to the registrant’s Current Report on Form
      8-K filed with the SEC on January 7,
2009.





**
            Filed
      herewith





†
            Management
      contract or compensatory plan or arrangement required to be filed as an
      exhibit to this Form 10-K pursuant to Item 15(b) of
      Form 10-K.





§
            This certification is being
      furnished and shall not be deemed “filed” with the SEC for purposes of
      Section 18 of the Exchange Act, or otherwise subject to the liability of
      that section, and shall not be deemed to be incorporated by reference into
      any filing under the Securities Act or the Exchange Act, except to
      the extent that the Registrant specifically incorporates it by
      reference.


43





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
      13, 2009
                By:
                /s/
      David C. MathewsonDavid
      C. MathewsonPresident
      and Chief Executive
Officer





In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




SIGNATURE
              
              TITLE
              
              DATE/s/
      David C. Mathewson
              
              Director
              
              April
      13, 2009David
      C. Mathewson




44





PART
IV – FINANCIAL INFORMATION




ITEM
      15.
            FINANCIAL
      STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                
                F-3Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007
                
                F-4Statements
      of Changes in Stockholders’ Equity (Deficit) for the period from June 9,
      2006 to December 31, 2008
                
                F-5Consolidated
      Statements of Cash Flows for the years ended December 31, 2008 and
      2007
                
                F-6Notes
      to Financial Statements
                
                F-7




F-1


MOORE
      & ASSOCIATES, CHARTEREDACCOUNTANTS AND ADVISORSPCAOB
      REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Nevada
Gold Holdings, Inc.
 (Formerly
Known As Nano Holdings International, Inc.)
 (An
Exploration Stage Company)
 
 We have
audited the accompanying consolidated balance sheet of Nevada Gold Holdings,
Inc. (An Exploration Stage Company) as of December 31, 2008, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows from inception on October 2, 2008 through December 31, 2008. These
consolidated financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conduct our audits in accordance with 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
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Nevada Gold Holdings, Inc.
(An Exploration Stage Company) as of December 31, 2008, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows from inception on October 2, 2008 through December 31, 2008, 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 3
to the financial statements, the Company has generated significant losses from
operations, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans concerning these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 April 8,
2009
 
 
 6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-2





NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Consolidated
Balance Sheet








December
      31,2008ASSETSCURRENT
      ASSETSCash
                    
                    $
                    -Cash
      held in trust
                    
                    
                    253,440Total
      Current Assets
                    
                    
                    253,440OTHER
      ASSETSMining
      claims
                    
                    
                    20,465Total
      Other Assets
                    
                    
                    20,465TOTAL
      ASSETS
                    
                    $
                    273,905LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                    
                    $
                    363,996Notes
      payable, net
                    
                    
                    -Total
      Current Liabilities
                    
                    
                    363,996STOCKHOLDERS'
      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 authorized;
      36,260,973 shares issued and outstanding, respectively
                    
                    
                    36,261Additional
      paid-in capital (deficit)
                    
                    
                    (36,070
                    )Deficit
      accumulated during the exploration stage
                    
                    
                    (90,282
                    )Total
      Stockholders' Equity (Deficit)
                    
                    
                    (90,091
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                    
                    $
                    273,905





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




F-3





NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Consolidated
Statement of Operations





From Inceptionon October 2,2008 throughDecember 31,2008REVENUES
                
                $
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                90,282Total
      Operating Expenses
                
                
                90,282LOSS
      BEFORE INCOME TAXES
                
                
                (90,282
                )INCOME
      TAX EXPENSE
                
                
                -NET
      LOSS
                
                $
                (90,282
                )BASIC
      LOSS PER COMMON SHARE
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                
                
                16,000,000





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




F-4





NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, 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 on October 2, 2008
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock issued to founders for cash on October 2, 2008
                    
                    
                    16,000,000
                    
                    
                    
                    16,000
                    
                    
                    
                    (15,975
                    )
                    
                    
                    -
                    
                    
                    
                    25Recapitalization
      pursuant to reverse merger
                    
                    
                    19,696,973
                    
                    
                    
                    19,697
                    
                    
                    
                    (273,031
                    )
                    
                    
                    -
                    
                    
                    
                    (253,334
                    )Common
      stock issued for loan fees at $0.25 per share on December 31,
      2008
                    
                    
                    150,000
                    
                    
                    
                    150
                    
                    
                    
                    37,350
                    
                    
                    
                    -
                    
                    
                    
                    37,500Value
      of conversion feature of convertible debt
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    112,500
                    
                    
                    
                    -
                    
                    
                    
                    112,500Common
      stock issued for cash at $0.25 per share on December 31,
    2008
                    
                    
                    414,000
                    
                    
                    
                    414
                    
                    
                    
                    103,086
                    
                    
                    
                    -
                    
                    
                    
                    103,500Net
      loss for the period from inception on October 2, 2008 through December 31,
      2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (90,282
                    )
                    
                    
                    (90,282
                    )Balance,
      December 31, 2008
                    
                    
                    36,260,973
                    
                    
                    $
                    36,261
                    
                    
                    $
                    (36,070
                    )
                    
                    $
                    (90,282
                    )
                    
                    $
                    (90,091
                    )





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


F-5





NEVADA
GOLD HOLDINGS, INC.


(FKA NANO
HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Consolidated
Statement of Cash Flows








From
                                  Inceptionon
      October 2,2008
      throughDecember
      31,2008OPERATING
      ACTIVITIESNet
      loss
                                
                                $
                                (90,282
                                )Changes
      in Operating Assets and Liabilities:Increase
      in accounts payable
                                
                                
                                90,257Net
      Cash Used byOperating
      Activities
                                
                                
                                (25
                                )INVESTING
      ACTIVITIES
                                
                                
                                -FINANCING
      ACTIVITIESCommon
      stock issued for cash
                                
                                
                                25Net
      Cash Provided byFinancing
      Activities
                                
                                
                                25NET
      DECREASE IN CASH
                                
                                
                                -CASH
      AT BEGINNING OF YEAR
                                
                                
                                -CASH
      AT END OF YEAR
                                
                                $
                                -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
                                
                                $
                                -Income
      Taxes
                                
                                $
                                -





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




F-6





NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE
      1 -
            ORGANIZATION
      AND DESCRIPTION OF BUSINESS





The
Company was incorporated under the laws of the State of Nevada as Nevada Gold
Enterprises, Inc. on October 2, 2008.  On December 31, 2008, the
Company merged with Nevada Gold Acquisition Corp., a wholly-owned subsidiary of
Nevada Gold Holdings, Inc., which has been accounted for as a recapitalization
of Nevada Gold Holdings Inc.





Accordingly,
the accompanying financial statements reflect the historical financial
statements of Nevada Gold Enterprises, Inc. as the historical of the Company,
i.e. a reverse merger.





NOTE
      2 -
            SUMMARY
      OF 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.





b.
            Revenue
      Recognition





The
Company recognizes revenue from the sales of its alcoholic and non-alcoholic
beverages upon delivery to the customer’s delivery site, the customers take
title and assume the risks and rewards of ownership, when persuasive evidence of
an arrangement exists, when the contract price is fixed or determinable, and
collectibility is reasonably assured.  The Company has a policy of
limiting returns to only non perishable non food items.





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.
            Accounts
      Receivable





The
Company’s accounts receivable are shown net of the allowance for doubtful
accounts.





f.
            Research
      and Development





The
Company expenses research and development costs in the period
incurred.  .


F-7


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE
      2 -
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)





g.
            Basic
      Earnings (Loss) Per Share





The
computation of basic earnings (loss) per share is based on the weighted average
number of shares outstanding during the periods covered by the financial
statements.  Diluted income per shares units is equal to the basic
income per unit as there are no potentially dilutive shares
outstanding.





h. Cash
and Cash Equivalents





For
purposes of the statement of cash flows, the company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.





i. 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.





j.
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.





k.
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, professional fees and marketing.





l.
Principles of Consolidation





The
accompanying financial statements include the accounts of Nano Holdings
International, Inc. and its wholly owned subsidiary Nevada Gold Enterprises,
Inc..


F-8


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE
      3 -
            GOING
      CONCERN





The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business.  The Company has generated significant losses from
operations.





In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues.  Management’s plans
include raising capital from the private placement of its debt or
equity.





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





NOTE 4
      -
            RECENT
      ACCOUNTING PRONOUNCEMENTS





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.


F-9


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE 4
      -
            RECENT
      ACCOUNTING PRONOUNCEMENTS





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.


F-10


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE 4
      -
            RECENT
      ACCOUNTING PRONOUNCEMENTS





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.





In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.





NOTE
      5 -
            MERGER
      AGREEMENT





On
December 31, 2008, Nevada Gold Acquisition Corp., a Nevada corporationformed on December 18,
2008, and a wholly owned subsidiary of Nano Holdings (“Acquisition Sub”), merged
(the “Merger”) with and into the Company, with the Company as the surviving
entity in the Merger. As a result of the Merger, Nano Holdings discontinued its
pre-Merger business and acquired the business of the Company, and will continue
the existing business operations of the Company as a publicly-traded company
under the name Nevada Gold Holdings, Inc.


F-11


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE
      6 -
            NOTES
      PAYABLE





On
December 31, 2008 the Company borrowed $150,000 under the terms of a Secured
Convertible Promissory Note, which accrues interest at a rate of 10% per annum,
and is due in full on or before December 31, 2009. The Company has recorded a
discount of $150,000 for the value of stock options and shares issued as
compensation for the Secured Convertible Promissory Note. The Company will
amortize the discount over the term of the loan.





NOTE
      7 -
            MINING
      CLAIMS





During
the year ended December 31, 2008, the Company acquired a mining claim in the
state of Nevada for a total of $20,465.  The Company will commence the
exploitation of the claim during the 2009 calendar year. The Company evaluates
its long-lived assets annually for impairment in value. The Company has not
recognized any impairment of its mining claims as of December 31,
2008.





NOTE
      8 -
            EQUITY
      TRANSACTIONS





During
the period ended December 31, 2008, the Company issued 16,000,000 shares of its
common stock to its founders for cash of $25 and a mining claim recorded at
predecessor cost of $-0-. The Company also issued 19,696,783 shares of common
stock in the reverse merger. The Company issued 150,000 shares of common stock
as a fee for the Secured Convertible Promissory Note on December 31, 2008. The
Company issued 414,000 shares of common stock for cash of $103,500 on December
31, 2008.





NOTE
      9 -
            INCOME
      TAXES





The
      Company provides for income taxes under Statement of Financial Accounting
      Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the
      use of an asset and liability approach in accounting for income taxes.
      Deferred tax assets and liabilities are recorded based on the differences
      between the financial statement and tax bases of assets and liabilities
      and the tax rates in effect when these differences are expected to
      reverse.





SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.





The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:


F-12


NEVADA
GOLD HOLDINGS, INC.


(f.k.a.
NANO HOLDINGS INTERNATIONAL, INC.)


(an
exploration stage company)


Notes to
Consolidated Financial Statements


December
31, 2008





NOTE
      9 -
            INCOME
      TAXES





December 31,
                      2008Income
      tax expense at statutory rate
                    
                    $
                    (35,210
                    )Valuation
      allowance
                    
                    
                    35,210Income
      tax expense per books
                    
                    $
                    -





Net
deferred tax assets consist of the following components as of:





December 31,
                      2008NOL
      carryover
                    
                    $
                    35,210
                    )Valuation
      allowance
                    
                    
                    (35,210
                    )Net
      deferred tax asset
                    
                    $
                    -





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $90,282 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.


F-13