UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K





|[X]                                                                                                                                                                                                                                                                                                                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
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|                                                                                                                                                                                                                                                                                                                                                                 | For the fiscal year ended December 31, 2009                                             
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|[  ]                                                                                                                                                                                                                                                                                                                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                                                                                                                                                                                                                                                                                                 | For the transition period from N/A to N/A                                               
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|Commission File No.  000-52775                                                                                                                                                                                                                                                                                                                                  
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|Gold Holdings Corporation(Exact Name of Registrant as Specified in its Charter)                                                                                                                                                                                                                                                                                 
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|Nevada(State or other jurisdiction of
incorporation or organization)                                                                                                                                                                                                                                                                                             | 20-4076559(I.R.S. Employer
Identification No.)                                          
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|100 King Street West, TorontoOntario, Canada M5X 1C7(Address of Principal Executive Offices)                                                                                                                                                                                                                                                                    
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|Registrant's Telephone Number, including area code(866)-567-5880                                                                                                                                                                                                                                                                                                
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|Securities Registered Pursuant to Section 12(b) of the Act:  None                                                                                                                                                                                                                                                                                               
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|Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, Par Value $0.001 per Share(Title of each class)                                                                                                                                                                                                                                        
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|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                 | Yes  [  ]    No  [X]                                                                    
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|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                 | Yes  [  ]    No  [X]                                                                    
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|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        
|                                                                                                                                                                                                                                                                                                                                                                 | Yes  [X]    No  [  ]                                                                    
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|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     
|                                                                                                                                                                                                                                                                                                                                                                 | Yes  [  ]    No  [X]                                                                    
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|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
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|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                             
|Large accelerated filer  [  ]                                                                                                                                                                                                                                                                                                                                    | Accelerated filer  [  ]                                                                 
|Non-accelerated filer  [  ]
(Do not check if a smaller reporting company)                                                                                                                                                                                                                                                                                        | Smaller reporting company  [X]                                                          
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|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                         
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|The aggregate market value of the voting and non-voting common equity on December 31st, 2009 held by non-affiliates computed by reference to the closing price of the issuer's Common Stock on that date, was  $1,101,000.                                                                                                                                      
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|The number of shares outstanding of each of the issuer's classes of common equity as of March 19th, 2010:  4,900,000.                                                                                                                                                                                                                                           
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|DOCUMENTS INCORPORATED BY REFERENCE:  None.                                                                                                                                                                                                                                                                                                                     



Gold Holdings Corporation



|                                                                                                                      |  |                                                                                                              |  | Page
Numbers
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------
|PART I                                                                                                                |  | 3                                                                                                           
|                                                                                                                      |  |                                                                                                             
|ITEM 1.                                                                                                               |  | Business                                                                                                     |  | 3           
|ITEM 1A.                                                                                                              |  | Risk Factors                                                                                                 |  | 5           
|ITEM 1B.                                                                                                              |  | Unresolved Staff Comments                                                                                    |  | 9           
|ITEM 2.                                                                                                               |  | Properties                                                                                                   |  | 9           
|ITEM 3.                                                                                                               |  | Legal Proceedings                                                                                            |  | 10          
|ITEM 4.                                                                                                               |  | Submission Of Matters To a Vote Of Securities Holders                                                        |  | 10          
|                                                                                                                      | 
|PART II                                                                                                               |  | 10                                                                                                          
|                                                                                                                      |  |                                                                                                             
|ITEM 5.                                                                                                               |  | Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities |  | 10          
|ITEM 6.                                                                                                               |  | Selected Financial Data                                                                                      |  | 11          
|ITEM 7.                                                                                                               |  | Management's Discussion And Analysis Of Financial Condition And Results Of Operation                         |  | 11          
|ITEM 7A                                                                                                               |  | Quantitative And Qualitative Disclosures About Market Risk                                                   |  | 13          
|ITEM 8.                                                                                                               |  | Financial Statements And Supplementary Data                                                                  |  | 13          
|ITEM 9.                                                                                                               |  | Changes In And Disagreements With Accountants On Accounting And Financial Disclosure                         |  | 13          
|ITEM 9A.                                                                                                              |  | Controls And Procedures (ITEM 9A(T))                                                                         |  | 13          
|ITEM 9B.                                                                                                              |  | Other Information                                                                                            |  | 14          
|PART III                                                                                                              |  |                                                                                                              |  | 14          
|ITEM 10.                                                                                                              |  | Directors, Executive Officers And Corporate Governance                                                       |  | 14          
|ITEM 11.                                                                                                              |  | Executive Compensation                                                                                       |  | 15          
|ITEM 12.                                                                                                              |  | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters               |  | 17          
|ITEM 13.                                                                                                              |  | Certain Relationships And Related Transactions, And Director Independence                                    |  | 17          
|ITEM 14.                                                                                                              |  | Principal Accounting Fees And Services                                                                       |  | 17          
|PART IV                                                                                                               |  |                                                                                                              |  | 18          
|ITEM 15.                                                                                                              |  | Exhibits, Financial Statements Schedules                                                                     |  | 18          
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|SIGNATURES                                                                                                            |  |                                                                                                             
|                                                                                                                      |  |                                                                                                              |  |             
|CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002                                           |  |                                                                                                             
|                                                                                                                      |  |                                                                                                              |  |             
|CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |  |                                                                                                             



Forward Looking Statements - Cautionary Language



Certain statements made in these documents and in other written or oral statements made by Gold Holdings Corporation or on Gold Holdings Corporation's behalf are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe", "anticipate", "expect", "estimate", "project", "will", "shall" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective products, future performance or financial results. Gold Holdings Corporation claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.  Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described in this filing.  The risks included herein are not exhaustive. This annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Gold Holdings Corporation's business and financial performance. Moreover, Gold Holdings Corporation. operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the impact of all risk factors on Gold Holdings Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, Gold Holdings Corporation disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of the report.



PART I



ITEM 1.  BUSINESS

Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties.  Such forward-looking statements include, but are not limited to, statements regarding future events and the Company's plans and expectations.  Actual results could differ materially from those discussed herein.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-K or incorporated herein by reference, including those set forth in Management's Discussion and Analysis or Plan of Operation.

As used in this annual report, "we", "us", "our", " Gold Holdings", "Company" or "our company" refers to Gold Holdings Corporation

Description of Business

Gold Holdings Corporation is an investment company that was formed to provide its shareholders with exposure to the price of gold through the long-term ownership of gold-bearing deposits in stable geopolitical regions.  We were organized under the laws of the State of Nevada on January 10th, 2006 under the name Royal Equine Alliance Corporation. On October 7th, 2009, we changed our name to Gold Holdings Corporation. We have not generated any revenue from operations.



Our goal is to maximize the amount of gold resources under ownership per each common share outstanding. Our management team believes that this strategy, over time, should generate superior returns in a rising gold price environment.

Industry Background

Our approach to gold investing is backed by research which indicates that good gold projects have become increasingly hard to find. While some major deposits have been discovered, external factors have plagued the industry and have led to the current situation where global production has consistently declined.





This graph demonstrates that even as the price of gold has gold has reached all time highs, and exploration expenditures have tripled, new mine discoveries are at a decade low further evidencing the thesis that significant gold deposits are becoming increasingly rare.

Business Strategy

Given the volatility of the price of gold, and the relative short-term outlook of most investors, many good projects are dropped only because they are uneconomical at a certain date with a specific gold price. History has demonstrated that as the price of gold rises, deposits that were once uneconomical can become profitable.

Our strategy is to acquire and develop a portfolio of gold deposits in stable geopolitical regions with proven in-ground gold resources which will be held for the long-term. We believe that this strategy will allow us to benefit from an increase in the price of gold over time.



We will focus on properties that have had historical work executed by reputable companies where we can reduce exploration risk that most junior mining companies face. Additionally, we will avoid production as in most cases building or operating mines adds considerable financial and technical risk which requires substantial equity financings and as a result common shareholders are usually left with less gold ownership per share. We prefer to partner or sell assets that are ready for production if we can redeploy the capital and provide a net gain in gold ownership per share to our shareholders.



Our performance should be measured over time based on our ability to continually increase the amount of in-ground gold ounces under our ownership more rapidly than the increase in our shares outstanding due to equity financings.



Competitive Business Conditions



The exploration for, and the acquisition of gold and silver properties, are subject to intense competition. Due to our limited capital and personnel, we are at a competitive disadvantage compared to other companies with regard to exploration and, if warranted, development. Our present limited funding means that our ability to compete for properties to be explored and acquired is limited. We believe that competition for acquiring mineral prospects will continue to be intense in the future.



The availability of funds for exploration is sometimes limited, and we may find it difficult to compete with larger and more well-known companies for capital. Our inability to develop our mining properties due to lack of funding, even if warranted, could have a material adverse effect on our operation and financial position.

Government Regulation

Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, and other matters. We have obtained or have pending applications for those licenses, permits, and other authorizations currently required to conduct our exploration and other programs. We believe that we are in compliance with all material respects with applicable mining, health, safety, and environmental statutes and regulations.

Employees

Gold Holdings Corporation is currently relies exclusively on the services of our officers and director to set up our business operations. Additionally, we may also engage independent contractors or consultants in connection with the exploration of our properties, such as drillers, geophysicists, geologists, and other technical disciplines.

Regulatory Mandates

Gold Holdings Corporation is not aware of any existing or probable government regulations that would have a material effect on our business.

Administrative Offices

Gold Holding's administrative office is located at 100 King Street West #5700 Toronto, Ontario Canada

Reports to Security Holders

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. The public may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which may be viewed at http://www.sec.gov/.



ITEM 1A.  RISK FACTORS

Our common shares must be considered a speculative investment. Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock. If we do not successfully address any of the risks described below, there could be a material adverse effect on our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure any investor that we will successfully address these risks.

The purchase of the common shares involves a number of significant risk factors. Purchasers of common shares should consider the following:



INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF GOLD HOLDINGS FAILS TO FULLY IMPLEMENT ITS BUSINESS PLAN.



Gold Holdings Corporation was formed on January 10, 2006.  We have no significant demonstrable operations record upon which you can evaluate the business and its prospects. To date, we have not generated any revenues and may incur losses in the foreseeable future. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of any revenue streams, inexperienced management and lack of brand recognition. Gold Holdings cannot guarantee that it will be successful in accomplishing its objectives. If we fail to implement and establish a financial base of operations, we may be forced to cease operations, in which case investors may lose their entire investment.



FUTURE ADDITIONAL ISSUANCES OF SHARES OF OUR COMMON STOCK MAY CAUSE INVESTORS TO BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION



We are authorized to issue up to 70,000,000 shares of common stock. Presently, there are 4,900,000 shares of common stock issued and outstanding as of the date of this prospectus. In the event we require additional capital, we may need to issue shares of our common stock in exchange for cash to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Any such future additional issuances of our stock will increase outstanding shares and dilute stockholders' interests.



INVESTORS HAVE LIMITED CONTROL OVER DECISION-MAKING BECAUSE DEMITRO MARIANOVICH AN OFFICER, SOLE DIRECTOR AND SHAREHOLDER, CONTROLS THE MAJORITY OF OUR ISSUED AND OUTSTANDING COMMON STOCK.



Demitro Marianovich, who is our President, Secretary, Treasurer and sole director, beneficially owns approximately 71.43% of our outstanding common stock. As a result, this one stockholder could exercise control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we enter into transactions which require stockholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director, which could make it more difficult for a third party to gain control of our Board of Directors. This concentration of ownership further limits the power to exercise control by the minority shareholders.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, WE MAY BE FORCED TO GO OUT OF BUSINESS.



We have limited capital resources. To date, we have not generated any cash flow from our operations. Unless we begin to generate sufficient revenues from the implementation of our proposed business plan to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency concerns may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise additional capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.



IF WE ARE UNABLE TO CONTINUE AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR INVESTMENT.



We have yet to significantly commence our planned operations. As of the date of this annual report, GOLD HOLDINGS has had only limited start-up operations and has generated no revenues to date. Taking these facts into account, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement, of which this prospectus is a part. If our business fails, the investors in this offering may face a complete loss of their investment.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE WHICH COULD RESTRICT THE COMPANY'S GROWTH.

The Company competes with other corporations that may have greater resources. Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company's operations.

MINERAL OPERATIONS ARE SUBJECT TO MARKET FORCES OUTSIDE OF THE COMPANY'S CONTROL WHICH COULD NEGATIVELY IMPACT THE COMPANY'S OPERATIONS.



The marketability of minerals, especially the price of gold, is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.



OUR INTERNAL CONTROLS MAY BE INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING TO BE UNRELIABLE AND LEAD TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.



Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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 purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.



We principally have one individual performing the functions of all officers and directors. This individual developed our internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

TITLE TO MINERAL PROPERTIES CAN BE UNCERTAIN, AND WE ARE AT RISK OF LOSS OF OWNERSHIP OF ONE OR MORE OF OUR PROPERTIES.

Our ability to explore and operate our properties depends on the validity of title to that property. Our U.S. mineral properties consist of leases of unpatented mining claims, and unpatented mining and mill site claims. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the federal government, which makes the validity of unpatented mining claims uncertain and generally more risky. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from public record. Since a substantial portion ofall mineral exploration, development and mining in the U.S. now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. We have not obtained a title opinion on our entire property, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges to the title to our property which, if successful, could impair development and/or operations.

We remain at risk that the mining claims may be forfeited either to the U.S., or to rival private claimants due to failure to comply with statutory requirements as to location and maintenance of the claims or challenges to whether a discovery of a valuable mineral exists on every claim.

FLUCTUATING GOLD PRICES COULD NEGATIVELY IMPACT OUR BUSINESS.



The potential for profitability of our gold mining operations and the value of our mining properties are directly related to the market price of gold. The price of gold may also have a significant influence on the market price of our common stock. The market price of gold historically has fluctuated significantly and is affected by numerous factors beyond the control of any mining company. These factors include supply and demand fundamentals, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold sales and loans by central banks, forward sales by metal producers, global or regional political, economic or banking crises, and a number of other factors. The selection of a property for exploration or development, the determination to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine. During the last five years, the average annual market price of gold has ranged between $406 and $1,096 per ounce, based on the daily London P.M. fix, as shown in the table below:



|Average Annual Market Price of Gold (per oz.)
|---------------------------------------------
|                                             
|2005                                         
|$445                                         

The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold prices decline and remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

SINCE OUR BUSINESS CONSISTS OF EXPLORING FOR OR ACQUIRING GOLD PROSPECTS, THE DROP IN THE PRICE OF GOLD WILL NEGATIVELY AFFECT OUR ASSET VALUES, CASH FLOWS, POTENTIAL REVENUES AND PROFITS.

We plan to pursue opportunities to acquire properties with gold mineralized material or reserves with exploration potential. The price that we pay to acquire these properties will be influenced, in large part, by the price of gold at the time of the acquisition. Our potential future revenues are expected to be derived from the production and sale of gold from these properties or from the sale of some of these properties. The value of any gold reserves and other mineralized material, and the value of any potential mineral production therefrom, will vary in direct proportion to variations in those mineral prices. The price of gold has fluctuated widely as a result of numerous factors beyond our control. The effect of these factors on the price of gold, and therefore the economic viability of any of our projects, cannot accurately be predicted. Any drop in the price of gold would negatively affect our asset values, cash flows, potential revenues, and profits.

THE INTEGRATION OF ANY ACQUISITIONS THAT WE MAY PURSUE WILL PRESENT SIGNIFICANT CHALLENGES.



The investigation of any acquisitions, integration of our operations with any other acquisitions we may pursue and the consolidation of those operations will require the dedication of management resources, which will temporarily divert attention from the day-to-day business of the Company. The process of combining the organizations may cause an interruption of, or a loss of momentum in, the activities of any or all of the Company's businesses, which could have an adverse effect on the operating results of the combined company for an indeterminate period of time. The failure to successfully integrate any such acquisitions, to retain key personnel and to successfully manage the challenges presented by the integration process may prevent us from achieving the anticipated potential benefits of any such acquisitions. If we fail to realize the anticipated benefits of any such acquisitions, our results of operations, financial condition and cash flows may be adversely affected.



LEGISLATION HAS BEEN PROPOSED THAT WOULD SIGNIFICANTLY AFFECT THE MINING INDUSTRY.



Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs the unpatented claims that we control with respect to our U.S. properties. One such amendment has become law and has imposed a moratorium on patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on our U.S. properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair our ability to develop mineral resources on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our business.

OUR OPERATIONS ARE SUBJECT TO STRICT ENVIRONMENTAL REGULATIONS, WHICH RESULT IN ADDED COSTS OF OPERATIONS AND OPERATIONAL DELAYS.



Our operations are subject to environmental regulations, which could result in additional costs and operational delays. All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some countries and jurisdictions in a manner that may require stricter standards, and enforcement, increased fines and penalties for non-compliance, more stringer environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that any future changes in environmental regulation will not negatively affect our projects.



WE HAVE NO INSURANCE FOR ENVIRONMENTAL PROBLEMS.



Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production, has not been available generally in the mining industry. We have no insurance coverage for most environmental risks. In the event of a problem, the payment of environmental liabilities and costs would reduce the funds available to us for future operations. If we are unable to fund fully the cost of remedying an environmental problem, we might be required to enter into an interim compliance measure pending completion of the required remedy.



CHANGES IN STATE LAWS, WHICH ARE ALREADY STRICT AND COSTLY, CAN NEGATIVELY AFFECT OUR OPERATIONS BY BECOMING STRICTER AND COSTLIER.



At the state level, mining operations in Nevada are regulated by the Nevada Division of Environmental Protection, or NDEP. Nevada state law requires our Nevada projects to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, we are required to hold Nevada Reclamation Permits required under Nevada law. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have a negative impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.



TITLE CLAIMS AGAINST OUR PROPERTIES COULD REQUIRE US TO COMPENSATE PARTIES, IF SUCCESSFUL, AND DIVERT MANAGEMENT'S TIME FROM OPERATIONS.



There may be challenges to our title in the properties in which we hold material interests. If there are title defects with respect to any of our properties, we might be required to compensate other persons or perhaps reduce our interest in the effected property. The validity of unpatented mineral claims, which constitute most of our holdings in the United States, is often uncertain and may be contested by the federal government and other parties. The validity of an unpatented mineral claim, in terms of both its location and its maintenance, depends on strict compliance with a complex body of federal and state statutory and decisional law. Although we have attempted to acquire satisfactory title to our properties, we have not obtained title opinions or title insurance with respect to the acquisition of the unpatented mineral claims. While we have no pending claims or litigation pending contesting title to any of our properties, there is nothing to prevent parties from challenging our title to any of our properties. While we believe we have satisfactory title to our properties, some risk exists that some titles may be defective or subject to challenge. Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration programs.



WE HAVE NEVER PAID A CASH DIVIDEND ON OUR COMMON STOCK AND DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE FORSEEABLE FUTURE.



We have never paid cash dividends, and we do not plan to pay cash dividends in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our common stock appreciates and you sell your shares at a profit. There is no assurance that the price of our common stock that will prevail in the market after this offering will ever exceed the price that you pay.



OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF KEY PERSONNEL, THE LOSS OF WHOM COULD NEGATIVELY AFFECT US.



Demitro Marianovich, Chief Executive Officer, President, and Chief Financial Officer is important to our success. If he becomes unable or unwilling to continue in his present position our business and financial results could be materially negatively affected.



CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.



We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors.



THE COSTS AND EXPENSES OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR OPERATIONS.



After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The costs of complying with such requirements may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.



INVESTORS MAY HAVE DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE GOLD HOLDINGS STOCK IS SUBJECT TO PENNY STOCK REGULATION.



The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.



A LARGE PERCENTAGE OF OUR ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND IF THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.



A large number (3,500,000) of the presently outstanding shares of common stock (4,900,000), are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale.



SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.



Special Note Regarding Forward-Looking Statements



This filing contains forward-looking statements about our business, financial condition and prospects that reflect our management's assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict. When used in this filing, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



ITEM 1B.  UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 2.  PROPERTIES.



As of the date of filing this Form 10-K, we maintain our corporate offices at 100 King Street West 57th Floor Toronto, Ontario Canada.  This space is sufficient until we commence larger operations.



The Company is entering into a definitive lease agreement on or about April 1, 2010, which lease is expected to be for a period of 1 year, with monthly payments of $780.



ITEM 3.  LEGAL PROCEEDINGS.



To the best of our knowledge, during the past five years, none of the following occurred with respect to a present director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2)any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4)being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



We are not a party to any legal proceedings, there are no known judgments against the Company, nor are there any known actions or suits filed or threatened against it or its officers and directors, in their capacities as such.  I am not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency.  I know of no claims against the Company or any reputed claims against it at this time.



ITEM 4.  RESERVED



PART II



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



Market Information



Our Common stock is currently traded on the OTC Bulletin Board under the symbol "GDHD". The following table sets forth, for the periods indicated, the high and low inter-dealer closing prices per share of our common stock as reported on the OTC Bulletin Board, without retail mark-up, mark-down or commission and may not represent actual transactions.



The following table sets forth the high and low bid prices for our common stock for the last two years.



|Year |  | Quarter |  | High |  | Low 
|---- |  | ------- |  | ---- |  | ----
|     |  |         |  |      |  |     
|     |  |         |  |      |  |     
|2008 |  | First   |  | 0.00 |  | 0.00
|2008 |  | Second  |  | 0.00 |  | 0.00
|2008 |  | Third   |  | 0.00 |  | 0.00
|2008 |  | Fourth  |  | .45  |  | .25 
|2009 |  | First   |  | .05  |  | .05 
|2009 |  | Second  |  | .05  |  | .05 
|2009 |  | Third   |  | 1.01 |  | .71 
|2009 |  | Fourth  |  | 1.01 |  | .71 



Holders



As of December 31st, 2009, there are 4,900,000 shares of our common stock issued and outstanding held by 28 shareholders of record.



Transfer Agent



Our Transfer Agent is Pacific Stock Transfer, 4045 South Spencer Street, Suite 403, Las Vegas, NV 89110, telephone number (702) 361-3033



Dividend Policy



We have has never declared or paid any cash dividends on its common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.



Securities Authorized for Issuance Under Equity Compensation Plans



As of the fiscal year ended December 31, 2009, the Company did not have any equity compensation plans and therefore did not grant any stock options or authorize securities for issuance under an equity compensation plan.



ITEM 6.  SELECTED FINANCIAL DATA.



Not required.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.



Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10−K, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers and difficulties of hiring or retaining key personnel, all of which may be beyond the control of the Company. The Company's actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including those set forth therein.



Management's Discussion and Analysis of Results of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the financial statements included herein. In addition, you are urged to read this report in conjunction with the risk factors described herein.



This discussion and analysis of financial position and results of operation is prepared as at December 31, 2008. The financial statements have been prepared using generally accepted accounting principles in the United States of America and, in the opinion of management, include all adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows of the Company.



Plan of Operations



Gold Holdings Corporation was incorporated in the State of Nevada on January 10, 2006. We are a startup and have not yet realized any revenues. Our efforts, to date, have focused primarily on the development and implementation of our business plan. No development-related expenses have been or will be paid to our affiliates.



During the period from inception through December 31, 2009, we generated no revenues of and incurred a net loss of $177,521. The cumulative net loss was attributable solely to general and administrative expenses related to the costs of start-up operations.



Our officer and director believe that our cash on hand as of December 31, 2009 in the amount of $0.00 will not be sufficient to maintain our current minimal level of operations for current calendar year and management will need to explore other alternative sources of revenue. The company will either borrow or raise money from its CEO and Director Marianovich.



If we do not generate sufficient revenues to meet our expenses over the next 12 months, or if we need additional capital to acquire real estate properties, we may need to raise additional capital. We intend to seek access to capital through the issues of debt securities or through issuing additional capital stock in exchange for cash, in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.



Since our incorporation, we have raised a total of $153,955 through private sales of our common equity.



On March 3, 2008, Michael Schlosser, the holder of 3,500,000 shares of common stock of the Company, representing 71.43% of the Company's issued and outstanding shares of Common Stock, sold his shares of Common Stock in a private transaction to Demitro Marianovich.



RESULTS OF OPERATIONS



Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.



The Company had zero revenues for the year ended December 31, 2009 and 2008.



For the year ended December 31, 2009, the Company has recorded a net loss of $12,110. We incurred operating expense of $12,110 and these expenses consisted of legal fee, accounting fee and other general and administrative expenses.



For the year ended December 31, 2008, the Company has record a net loss of $34,127. We incurred operating expense of $16,147, which consisted of legal fee, accounting fee and other administrative expense. We also incurred other loss $17,980.



For the period from January 10, 2006 to December 31, 2009 the Company has recorded revenue $4,000 and a net loss of $177,521. We incurred operating expense of $163,541 and other loss $17,980.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements.



We do not expect to incur any significant research and development costs.



We currently do not own any significant plant or equipment that we would seek to sell in the near future.



We have not paid for expenses on behalf of our director. Additionally, we believe that this fact shall not materially change.



We do not intend to engage in a merger with, or effect an acquisition of, another company in the foreseeable future.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We do not hold any derivative instruments and do not engage in any hedging activities



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our audited financial statements, together with the Report thereon of Chang G. Park, CPA, independent certified public accountants, are included elsewhere in Item 15 as F-1 through F-10.



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



We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2009 or any interim period.



We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.



ITEM 9A.  CONTROLS AND PROCEDURES (ITEM 9A(T))



a)  Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.



Management's report on internal control over financial reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Telephone's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls



Based on our assessment, under the criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2009.



This annual report does not include an attestation report of our independent registered public accounting firm over management's assessment regarding internal control over financial controls due to a transition period established by rules of the SEC for non-accelerated filers.



b)  Changes in Internal Control over Financial Reporting.



During the year ended December 31, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B.  OTHER INFORMATION



None



PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



The following table sets forth certain information regarding the executive officers and directors of Gold Holdings as of the date of this Prospectus:





|Name and Address                                                                        | Age | Position                                    
|--------------------------------------------------------------------------------------- | --- | --------------------------------------------
|Demitro Marianovichc/o Gold Holdings Corporation
100 King Street West, Toronto, Ontario | 42  | President, Secretary, Treasurer and director



Demitro Marianovich - President, Treasurer, Secretary, and Director - Demitro Marianovich, joined the Company on March 3, 2008.  From July 2005 through December 2007, Mr. Marianovich served in various capacities in GRA Company, an car audio equipment distribution company. From June 1996 through June 2005, Mr. Marianovich served as Sales Manager and most recently as Strategic Manager for Information Computer Systems Company, an computer engineering services and network solutions provider. From January 1995 to May 1996, Mr. Marianovich was employed by IV Communications Company, a provider of computer and computer network services, as Senior Sales Manager. From 1992 through 1995 Mr. Marianovich  served in various capacities in INKO Joint Stock Bank in Ukraine. Mr. Marianovich received a MS degree from the Ukrainian Agriculture Academy.



The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolutions of such conflicts.

Board of Directors Committees and Other Information



Gold Holdings Corporation's sole director was elected by the stockholders to a term of one (1) year and serves until a successor is elected and qualified. The officers were appointed by the Board of Directors to a term of one (1) year and serve until successor(s) are duly elected and qualified, or until removed from office. The Board of Directors is not composed of any nominating, auditing or compensation committees.



The Board of Directors currently has no committees. As and when required by law, it will establish Audit Committee and a Compensation Committee. The Audit Committee will oversee the actions taken by our independent auditors and review our internal financial and accounting controls and policies. The Compensation Committee will be responsible for determining salaries, incentives and other forms of compensation for our officers, employees and consultants and will administer our incentive compensation and benefit plans, subject to full board approval.



The functions of the Audit Committee and the Compensation Committee are currently performed by the Board of Directors.



Director Compensation



Our Director is not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of reasonable out-of-pocket expenses. We have not formal or informal arrangements or agreements to compensate Directors for services provided as a director of our company.



Changes in Control



We are not aware of any arrangements, which may result in a change in control of the Company.



Indemnification of Officers and Directors



As permitted by Nevada law, our Articles of Incorporation provide that we will indemnify its directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account of their being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.



Pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Securities Act of 1933, and is, therefore, unenforceable.



ITEM 11.  EXECUTIVE COMPENSATION



Summary Compensation Table



The following table shows the compensation paid over the past three fiscal years with respect to our "named executive officers" as that term is defined by the under the Securities and Exchange Act of 1934.



|Name and Principal Position                 | Year | Salary ($) | Bonus ($) | Stock Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | All Other
Compensation
($) | Total
($)
|------------------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | --------------------------------------------------------------------------- | -------------------------- | ---------
|Michael SchlosserFormer CEO, CFO Director   | 2006 | -          | -         | 3,500*           | -                 | -                                          | -                                                                           | -                          | -        
|2007                                        | -    | -          | -         | -                | -                 | -                                          | -                                                                           | -                         
|Demitro MarianovichFormer CEO, CFO Director | 2008 | -          | -         | -                | -                 | -                                          | -                                                                           | -                          | -        
|2009                                        | -    | -          | -         | -                | -                 | -                                          | -                                                                           | -                         



2009 and 2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE



|                    | Option Awards                                           |  | Stock Awards                                           
|------------------- | ------------------------------------------------------- |  | -------------------------------------------------------
|                    |                                                         |  |                                                        
|                    | Number of
Securities
Underlying
Unexercised
Options
(#) |  | Number of
Securities
Underlying
Unexercised
Options
(#)
|                    |                                                         |  |                                                        
|Name                | Exercisable                                             |  | Unexercisable                                          
|                    |                                                         |  |                                                        
|                    |                                                         |  |                                                        
|Demitro Marianovich | 0                                                       |  | 0                                                      



2009 and 2008 PENSION BENEFITS TABLE



|Name                |  | Plan Name |  | Number of  Years
Credited Service
(#) |  | Present Value
of Accumulated Benefit
($) |  | Payments During
Last Fiscal Year
($)
|------------------- |  | --------- |  | ------------------------------------- |  | ---------------------------------------- |  | ------------------------------------
|                    |  |           |  |                                       |  |                                          |  |                                     
|                    |  |           |  |                                       |  |                                          |  |                                     
|Demitro Marianovich |  |           |  | 0                                     |  | 0                                        |  | 0                                   



2009 and 2008 NONQUALIFIED DEFERRED COMPENSATION TABLE



|Name                |  | Executive Contributions in Last Fiscal Year
($) |  | Registrant Contributions in Last Fiscal Year
($) |  | Aggregate Earnings in Last Fiscal Year
($) |  | Aggregate Withdrawals / Distributions
($) |  | Aggregate Balance at Last Fiscal Year-End
($)
|------------------- |  | ----------------------------------------------- |  | ------------------------------------------------ |  | ------------------------------------------ |  | ----------------------------------------- |  | ---------------------------------------------
|                    |  |                                                 |  |                                                  |  |                                            |  |                                           |  |                                              
|                    |  |                                                 |  |                                                  |  |                                            |  |                                           |  |                                              
|Demitro Marianovich |  | 0                                               |  | 0                                                |  | 0                                          |  | 0                                         |  | 0                                            



2009 and 2008 DIRECTOR COMPENSATION TABLE



|Name                |  | Fees Earned or Paid in Cash
($) |  | Stock Awards
($) |  | Option Awards
($) |  | Non-Equity Incentive Plan Compensation
($) |  | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |  | All Other Compensation
($) |  | Total
($)
|------------------- |  | ------------------------------- |  | ---------------- |  | ----------------- |  | ------------------------------------------ |  | --------------------------------------------------------------------------- |  | -------------------------- |  | ---------
|                    |  |                                 |  |                  |  |                   |  |                                            |  |                                                                             |  |                            |  |          
|                    |  |                                 |  |                  |  |                   |  |                                            |  |                                                                             |  |                            |  |          
|Demitro Marianovich |  | 0                               |  | 0                |  | 0                 |  | 0                                          |  | 0                                                                           |  | 0                          |  | 0        



2009 and 2008 ALL OTHER COMPENSATION TABLE



|Name                |  | Year      |  | Perquisites and Other Personal Benefits
($) |  | Tax Reimbursements
($) |  | Insurance Premiums
($) |  | Company Contributions  to Retirement and  401(k) Plans
($) |  | Severance Payments / Accruals
($) |  | Change in Control Payments / Accruals
($) |  | Total
($)
|------------------- |  | --------- |  | ------------------------------------------- |  | ---------------------- |  | ---------------------- |  | ---------------------------------------------------------- |  | --------------------------------- |  | ----------------------------------------- |  | ---------
|                    |  |           |  |                                             |  |                        |  |                        |  |                                                            |  |                                   |  |                                           |  |          
|                    |  |           |  |                                             |  |                        |  |                        |  |                                                            |  |                                   |  |                                           |  |          
|Demitro Marianovich |  | 2008
2009 |  | 0
0                                         |  | 0
0                    |  | 0
0                    |  | 0
0                                                        |  | 0
0                               |  | 0
0                                       |  | 0
0      



2009 and 2008 PERQUISITES TABLE



|Name                |  | Year      |  | Personal Use of Company Car/Parking |  | Financial Planning / Legal Fees |  | Club Dues |  | Executive Relocation |  | Total Perquisites and Other Personal Benefits
|------------------- |  | --------- |  | ----------------------------------- |  | ------------------------------- |  | --------- |  | -------------------- |  | ---------------------------------------------
|                    |  |           |  |                                     |  |                                 |  |           |  |                      |  |                                              
|                    |  |           |  |                                     |  |                                 |  |           |  |                      |  |                                              
|Demitro Marianovich |  | 2008
2009 |  | 0
0                                 |  | 0
0                             |  | 0
0       |  | 0
0                  |  | 0
0                                          



2009 and 2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE



|Name                |  | Benefit |  | Before Change in  Control Termination w/o Cause or for Good Reason |  | After Change in Control Termination w/o Cause or for Good Reason |  | Voluntary Termination |  | Death |  | Disability |  | Change in Control
|------------------- |  | ------- |  | ------------------------------------------------------------------ |  | ---------------------------------------------------------------- |  | --------------------- |  | ----- |  | ---------- |  | -----------------
|                    |  |         |  |                                                                    |  |                                                                  |  |                       |  |       |  |            |  |                  
|                    |  |         |  |                                                                    |  |                                                                  |  |                       |  |       |  |            |  |                  
|Demitro Marianovich |  |         |  |                                                                    |  |                                                                  |  |                       |  |       |  |            |  |                  

| |  |  |  |  |  |  | 
| |  |  |  |  |  |  | 
| |  |  |  |  |  |  | 

Employment Agreements

Gold Holdings is not a party to any employment agreements.

Options/SAR Grants in Last Fiscal Year

None.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

None.



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

The following table sets forth certain information as of December 31, 2009 with respect to the beneficial ownership of Gold Holdings Corporation's common stock by all persons known by Gold Holdings to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to Gold Holding's knowledge, either sole or majority voting and investment power.



|Title Of Class |                                                                                                                                                                                                                                                                             | Name, Title and Address 
of Beneficial Owner of Shares (1)    |                 | Amount of Beneficial Ownership (2) |                    | Percent of Class
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | --------------- | ---------------------------------- | ------------------ | ----------------
|               |                                                                                                                                                                                                                                                                             |                                                               |                 |                                    |                   
|               |                                                                                                                                                                                                                                                                             |                                                               | Before Offering |                                    | After Offering (3)
|               |                                                                                                                                                                                                                                                                             |                                                               |                 |                                    |                    |                 
|               |                                                                                                                                                                                                                                                                             |                                                               |                 |                                    |                    |                 
|Common         |                                                                                                                                                                                                                                                                             | Demitro Marianovich, President,Secretary, Treasurer, Director |                 | 3,500,000                          |                    | 71.43 %         
|               |                                                                                                                                                                                                                                                                             |                                                               |                 |                                    |                    |                 
|               |                                                                                                                                                                                                                                                                             | All Directors and Officers as a group (1 person)              |                 | 3,500,000                          |                    | 71.43 %         
|               |                                                                                                                                                                                                                                                                             |                                                               |                 |                                    |                    |                 
|Notes:  1      | The address for Demitro Marianovich is c/o GOLD HOLDINGS, 100 King Street West, Toronto, Ontario                                                                                                                                                                           
|2              | As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



In January 2006, the Company issued 3,500,000 shares of $0.001 par value common stock to Michael Schlosser, an officer and director, in exchange for services and cash. Michael Schlosser has appointed Demitro Marianovich as the sole member of the Board of Directors and as President and Chief Executive Officer.



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES



The following table sets forth fees for services Chang G. Park, CPA and Moore & Associates Chartered provided during fiscal year 2009 and 2008:





|                       | 2009                                                                                                                                                                                                                           |  | 2008              
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------
|                       |                                                                                                                                                                                                                                |  |                   
|                       | Chang G. Park, CPA                                                                                                                                                                                                             |  | Chang G. Park, CPA
|                       |                                                                                                                                                                                                                                |  |                   
|                       |                                                                                                                                                                                                                                |  |                   
|Audit Fees (1)         | 6,000                                                                                                                                                                                                                          |  | 1,000             
|Audit-Related Fees (2) | 0                                                                                                                                                                                                                              |  | 0                 
|Tax Fees (3)           | 0                                                                                                                                                                                                                              |  | 0                 
|All Other Fees (4)     | 0                                                                                                                                                                                                                              |  | 0                 
|                       |                                                                                                                                                                                                                                |  |                   
|                       |                                                                                                                                                                                                                                |  |                   
|Total                  | 6,000                                                                                                                                                                                                                          |  | 1,000             
|                       |                                                                                                                                                                                                                                |  |                   
|                       |                                                                                                                                                                                                                                |  |                   
|                       |                                                                                                                                                                                                                                |  |                   
|                       |                                                                                                                                                                                                                                |  |                   
|(1)                    | Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.                                                       
|(2)                    | During 2009, we did not incur fees for assurance services related to the audit of our financial statements and for services in connection with audits of our benefit plans, which services would be reported in this category.
|(3)                    | Tax fees principally included tax advice, tax planning and tax return preparation.                                                                                                                                            
|(4)                    | Other fees related to registration statement reviews and comments.                                                                                                                                                            



The Board of Directors has reviewed and discussed with the Company's management and independent registered public accounting firm the audited financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2009 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.

The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form 10-K for its 2009 fiscal year for filing with the SEC.

Pre-Approval Policies

The Board's policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The Board pre-approved all fees described above.



PART IV



ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES



|3.1  | Articles of Incorporation (1)                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------
|     |                                                                                                                
|3.2  | By-laws (1)                                                                                                    
|     |                                                                                                                
|31.1 | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)       
|     |                                                                                                                
|31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)         
|     |                                                                                                                
|32.1 | Section 1350 Certification of the Chief Executive Officer (2)                                                  
|     |                                                                                                                
|32.2 | Section 1350 Certification of the Chief Financial Officer (2)                                                  
|     |                                                                                                                
|(1)  | Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007.



SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form 10-K and authorized this registration statement to be signed on its behalf by the undersigned, on the 24th day of March, 2010.





| | By /s/ Demitro MarianovichDemitro Marianovich President, CEO,
Director
| | ----------------------------------------------------------------------



In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:



|Signatures                                    | Title                                                                 | Date          
|--------------------------------------------- | --------------------------------------------------------------------- | --------------
|By /s/ Demitro MarianovichDemitro Marianovich | President, Chief Executive Officer,
Chief Financial Officer, Director | March 24, 2010



|
|



Gold Holdings Corporation







|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1
|------------------------------------------------------- | ---
|                                                        |    
|FINANCIAL STATEMENTS                                    |    
|                                                        |    
|BALANCE SHEETS                                          | F-2
|                                                        |    
|STATEMENTS OF OPERATIONS                                | F-3
|                                                        |    
|STATEMENT OF SHAREHOLDERS' EQUITY                       | F-4
|                                                        |    
|STATEMENTS OF CASH FLOWS                                | F-5
|                                                        |    
|NOTES TO FINANCIAL STATEMENTS                           | F-6



|
|



Chang G. Park, CPA, Ph. D.









To the Board of Directors and Stockholders
Gold Holdings Corporation
(formerly Royal Equine Alliance Corporation)

We have audited the accompanying balance sheets of Gold Holdings Corporation (formerly Royal Equine Alliance Corporation) (A Development Stage "Company") as of December 31, 1009 and 2008 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended December 31, 2009 and 2008, and for the period from January 10, 2006 (inception) to December 31, 2009. These 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Holdings Corporation (formerly Royal Equine Alliance Corporation) as of December 31, 2009 and 2008, and the result of its operations and its cash flows for the years then ended December 31, 1009 and 2008 and for the period from January 10, 2006 (inception) to December 31, 2009 in conformity with U.S. generally accepted accounting principles.



The 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's losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







---

March 24, 2010
San Diego, CA. 92108

Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board

F-1



|
|



GOLD HOLDINGS CORPORATION





|                                                                                    | December 31, |           | December 31,
|----------------------------------------------------------------------------------- | ------------ | --------- | ------------
|                                                                                    | 2009         |           | 2008        
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|ASSETS                                                                              |              |           |             
|CURRENT ASSETS                                                                      |              |           |             
|Cash                                                                                | $            | -         |             
|Total Current Assets                                                                |              | -         |             
|                                                                                    |              |           |             
|TOTAL ASSETS                                                                        | $            | -         |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                      |              |           |             
|CURRENT LIABILITIES                                                                 |              |           |             
|Accounts payable and accrued expenses                                               | $            | 2 560     |             
|Loan payable - related Party                                                        |              | 21 006    |             
|                                                                                    |              |           |             
|Total Current Liabilities                                                           |              | 23 566    |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|STOCKHOLDERS' EQUITY (DEFICIT)                                                      |              |           |             
|Preferred stock; $0.001 par value, 5,000,000 shares                                 |              |           |             
|authorized; no shares issued or outstanding                                         |              | -         |             
|Common stock; $0.001 par value, 70,000,000 shares                                   |              |           |             
|authorized; 4,900,000 shares issued or outstanding as of December 31, 2009 and 2008 |              | 4 900     |             
|Additional paid-in capital                                                          |              | 149 055   |             
|Accumulated deficit during development stage                                        |              | (177 521) |             
|                                                                                    |              |           |             
|Total Stockholders' Equity (Deficit)                                                |              | (23 566)  |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                | $            | -         |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             
|                                                                                    |              |           |             

The accompanying notes are an integral part of these financial statements

F-2



|
|



GOLD HOLDINGS CORPORATION





|                             | For the Year Ended         |                              | From Inception January 10, 2006, Through
December 31,
2009
|---------------------------- | -------------------------- | ---------------------------- | ----------------------------------------------------------
|                             |                            |                             
|December 31,
2009            |                            | December 31,
2008           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|REVENUES                     | $                          | -                            |                                                           
|                             |                            |                              |                                                           
|COST OF SALES                |                            | -                            |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            | GROSS PROFIT                 |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|EXPENSES                     |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             | General and administrative |                              | 12 110                                                    
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            | Total Expenses               |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            | OPERATING LOSS               |                                                           
|                             |                            |                              |                                                           
|OTHER INCOME (EXPENSE)       |                            |                              |                                                           
|                             | Other loss                 |                              | -                                                         
|                             |                            |                              |                                                           
|                             |                            | Total other income (expense) |                                                           
|                             |                            |                              |                                                           
|INCOME TAX EXPENSE           |                            | -                            |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|NET INCOME (LOSS)            | $                          | (12 110)                     |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|BASIC LOSS  PER SHARE        |                            |                              |                                                           
|PER SHARE                    | $                          | (0.00)                       |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|WEIGHTED AVERAGE NUMBER      |                            |                              |                                                           
|NUMBER OF SHARES OUTSTANDING |                            | 4 900 000                    |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           
|                             |                            |                              |                                                           



The accompanying notes are an integral part of these statements



F-3



|
|



GOLD HOLDINGS CORPORATION





|                             | Common Stock |  | Additional Paid-in Capital |       | Accumulated Deficit During development stage |   | Total Stockholders' Equity
|---------------------------- | ------------ |  | -------------------------- | ----- | -------------------------------------------- | - | --------------------------
|                             |              |  |                            |       |                                              |  
|                             | Shares       |  | Amount                     |       |                                              |  
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|Balance, January 10, 2006    | -            |  | $                          | -     |                                              | $ | -                         
|                             |              |  |                            |       |                                              |   |                           
|Common stock issued for cash |              |  |                            |       |                                              |   |                           
|at $0.03 per share           | 3 800 000    |  |                            | 3 800 |                                              |   | 95 155                    
|                             |              |  |                            |       |                                              |   |                           
|Common stock issued for cash |              |  |                            |       |                                              |   |                           
|at $0.05 per share           | 1 100 000    |  |                            | 1 100 |                                              |   | 53 900                    
|                             |              |  |                            |       |                                              |   |                           
|Net loss for the year        |              |  |                            |       |                                              |   |                           
|ended December 31, 2006      | -            |  |                            | -     |                                              |   | -                         
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|Balance, December 31, 2006   | 4 900 000    |  |                            | 4 900 |                                              |   | 149 055                   
|                             |              |  |                            |       |                                              |   |                           
|Net loss for the year        |              |  |                            |       |                                              |   |                           
|ended December 31, 2007      | -            |  |                            | -     |                                              |   | -                         
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|Balance, December 31, 2007   | 4 900 000    |  |                            | 4 900 |                                              |   | 149 055                   
|                             |              |  |                            |       |                                              |   |                           
|Net loss for the year        |              |  |                            |       |                                              |   |                           
|ended December 31, 2008      | -            |  |                            | -     |                                              |   | -                         
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|Balance, December 31, 2008   | 4 900 000    |  | $                          | 4 900 |                                              | $ | 149 055                   
|                             |              |  |                            |       |                                              |   |                           
|Net loss for the year        |              |  |                            |       |                                              |   |                           
|ended December 31, 2009      | -            |  |                            | -     |                                              |   | -                         
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|Balance, December 31, 2009   | 4 900 000    |  | $                          | 4 900 |                                              | $ | 149 055                   
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           
|                             |              |  |                            |       |                                              |   |                           



The accompanying notes are an integral part of these financial statements



F-4



|
|



GOLD HOLDINGS CORPORATION





|                                     |                                                                             |                                         |                                           | For the Year Ended |          | From Inception January 10, 2006, Through December 31,
2009
|------------------------------------ | --------------------------------------------------------------------------- | --------------------------------------- | ----------------------------------------- | ------------------ | -------- | ----------------------------------------------------------
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     | December 31,
2009                                                           |                                         | December 31,
2008                        
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES |                                                                             |                                         |                                           |                    |          |                                                           
|                                     | Net income (loss)                                                           | $                                       | (12 110)                                  |                    | $        | (34 127)                                                  
|                                     | Adjustments to reconcile net loss to net cash used by operating activities: |                                         |                                           |                    |          |                                                           
|                                     | Changes in operating assets and liabilities                                 |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | Increase (decrease) in accounts payable |                                           | (3 597)            |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         | Net Cash Used by Operating Activities     |                    | (15 707) |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|CASH FLOWS FROM INVESTING ACTIVITIES |                                                                             | -                                       |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | Increase in due to related party        |                                           | 15 707             |          |                                                           
|                                     |                                                                             | Common stock issued for cash            |                                           | -                  |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         | Net Cash Provided by Financing Activities |                    | 15 707   |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | NET DECREASE IN CASH                    |                                           | -                  |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | CASH AT BEGINNING OF YEAR               |                                           | -                  |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | CASH AT END OF YEAR                     | $                                         | -                  |          | $                                                         
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|SUPPLIMENTAL DISCLOSURES OF          |                                                                             |                                         |                                           |                    |          |                                                           
|                                     | CASH FLOW INFORMATION                                                       |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     | CASH PAID FOR:                                                              |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | Interest                                | $                                         | -                  |          | $                                                         
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             | Income Taxes                            | $                                         | -                  |          | $                                                         
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           
|                                     |                                                                             |                                         |                                           |                    |          |                                                           



The accompanying notes are an integral part of these statements



F-5



|
|



GOLD HOLDINGS CORPORATION(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSDecember 31, 2009



NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Gold Holdings Corporation ("Company") was incorporated in the State of Nevada on January 10, 2006. The Company is in its development stage and had an initial principal business objective of eventually acquiring horse properties and in the short term building an income stream from horse racing operations including race horse boarding, training and racing facilities, as well as revenue generation through the direct and indirect ownership of racing horses.



Subsequently, the management of the Company has determined that the prior business plan of the Company was not feasible under the current economic circumstances. Accordingly, they have adjusted the business plan to focus on the acquisition and development of projects with substantial gold resources. The business plan intends to measure its performance by increasing its gold resources per common share and will take a long-term approach on the ownership of gold bearing properties. Our Management team believes that over time ownership of major gold deposits in geopolitically stable environments will produce a superior rate of return. On October 7th, 2009, the Company changed name to Gold Holdings, Corp.



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The relevant accounting policies and procedures are listed below.



Accounting Basis



The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.  The Company uses a December 31 year end.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of twelve months or less. As of December 31, 2009 there were no cash equivalents.



Revenue Recognition

The company recognized when products are fully delivered or services have been provided and collection is reasonably assured.

Earnings per Share



The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.



Dividends



The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.



Stock Based Compensation



We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been recorded to date.



Income Taxes



The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.



Development Stage Enterprise



The Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7.  The Company's planned principal operations have not fully commenced.



Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.



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. From inception date to through December 31, 2009, the Company has had $4,000 revenues and has generated losses from operations $177,521.



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



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.  PROVISION FOR INCOME TAXES

The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards FASB ASC 740, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.



NOTE 5.  RELATED PARTY TRANSACTION



As of December 31, 2009, the Company has concluded a Personal Loan Agreement with its CEO. The loan is in the amount of $21,006 and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing.



NOTE 6.  STOCKHOLDERS EQUITY TRANSACTIONS



The Company is authorized 5,000,000 preferred stock shares with a $0.001 par value. As of December 31, 2009, no shares were issued and outstanding.



The Company is authorized 70,000,000 common shares with a $0.001 par value. As of December 31, 2009, 4,900,000 shares were issued and outstanding.



On December 31, 2006, the Company issued 3,800,000 shares of common stock for $98,955 cash. The Company later issued 1,100,000 shares of common stock for $55,000 cash or $0.05 per share.



NOTE 7.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



In October 2009, the FASB issued Accounting Standards Update No. 2009-13 ("ASU 2009-13") "Revenue Recognition (ASC 605), Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force ("EITF"). This ASU provides amendments to the criteria in FASB ASC 605-25 for separating consideration in multiple-deliverable arrangements. ASU 2009-13 changes existing rules regarding recognition of revenue in multiple deliverable arrangements and expands ongoing disclosures about the significant judgments used in applying its guidance. It will be effective for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010. Early adoption is permitted on a prospective or retrospective basis. We are currently evaluating the impact of ASU 2009-13 on our financial statements.



In June 2009, the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and annual reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on our financial statements.



On July 1, 2009, the Company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards CodificationTM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.



In May 2008, the FASB affirmed the consensus of FASB ASC 470-20, "Debt with Conversion and other Options (Including Partial Cash Settlement)," which applies to all convertible debt instruments that have a net settlement feature; which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FASB ASC 470-20 requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer's nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FASB ASC 470-20 was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of FASB ASC 470-20 did not have an impact on our financial statements.



In April 2008, the FASB issued FASB ASC 350-30, "General Intangibles Other than Goodwill." FASB ASC 350-30 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB ASC 350-30, "General Intangibles Other than Goodwill." This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations after their acquisitions. FASB ASC 350-30 was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Since this guidance applied prospectively, on adoption, there was no impact to our financial statements.



In February 2008, the FASB amended FASB ASC 820, which delayed the effective date of FASB ASC 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. The full adoption of FASB ASC 820 did not have a material impact on our financial position, results of operations or cash flows.



NOTE 8.  SUBSEQUENT EVENT

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.