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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
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Nevada
Gold Holdings, Inc.
(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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41267109
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(CUSIP
Number)
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Far
East Golden Resources Investment Limited
Suite
1408, 14F, Great Eagle Centre
23
Harbour Road
Wanchai,
Hong Kong
Phone:
(626) 683-7330
With
a copy to:
Adam
S. Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New
York, NY 10022
Phone: (212)
400-6900
Facsimile: (212)
400-6901
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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October
29, 2010
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(Date
of Event Which Requires Filing of This
Statement)
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If the filing person has previously
filed a statement on
Schedule 13G
to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e)
, Rule 13d-1(f) or Rule 13d-1(g), check
the following box.
o
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
41267109
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(1)
Names of reporting persons
Far
East Golden Resources Investment Limited
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(2)
Check the appropriate box if a member of a group (see
instructions).
(a)
o
(b)
o
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(3)
SEC use only
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(4)
Source of funds (see instructions)
WC
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(5)
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
o
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(6)
Citizenship or place of organization
Hong
Kong
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Number
of shares beneficially owned by each reporting person
with:
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(7)
Sole Voting Power
60,000,000
1
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(8)
Shared Voting Power
0
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(9)
Sole Dispositive Power
60,000,000
1
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(10)
Shared Dispositive Power
0
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(11)
Aggregate Amount Beneficially Owned by Each Reporting
Person
60,000,000
1
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(12)
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
o
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(13)
Percent of Class Represented by
Amount in Row (11)
88.43%
2
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(14)
Type of Reporting Person (See Instructions)
CO
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1
Includes
30,000,000 shares underlying warrants presently exercisable with an exercise
price of $0.10 per share, subject to adjustments in certain
circumstances.
2
Based on
37,851,862 shares of common stock of Nevada Gold Holdings, Inc. issued and
outstanding.
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CUSIP
No.
41267109
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(1)
Names of reporting persons
Hybrid
Kinetic Group Limited
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(2)
Check the appropriate box if a member of a group (see
instructions).
(a)
o
(b)
o
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(3)
SEC use only
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(4)
Source of funds (see instructions)
WC
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(5)
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
o
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(6)
Citizenship or place of organization
Bermuda
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Number
of shares beneficially owned by each reporting person
with:
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(7)
Sole Voting Power
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(8)
Shared Voting Power
0
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(9)
Sole Dispositive Power
60,000,000
3
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(10)
Shared Dispositive Power
0
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(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000
3
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(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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(13)
Percent of Class Represented by
Amount in Row (11)
88.43%
4
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(14)
Type of Reporting Person (See Instructions)
CO
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3
Hybrid
Kinetic Group Limited may be deemed to beneficially own 60,000,000 shares
through Far East Golden Resources Investment Limited, its wholly owned
subsidiary. Includes 30,000,000 shares underlying warrants presently
exercisable with an exercise price of $0.10 per share, subject to adjustments in
certain circumstances.
4
Based on
37,851,862 shares of common stock of Nevada Gold Holdings, Inc. issued and
outstanding.
Item 1. Security and
Issuer
This statement relates to the common stock, $0.001 par value per
share (“Common Stock”), of Nevada Gold Holdings, Inc., a Delaware corporation
(“NGHI”), whose principal executive offices are located at
1640 Terrace Way
,
Walnut Creek
,
CA
94597
.
Item 2. Identity and
Background
This
statement is filed on behalf of Far East Golden Resources Investment Limited, a
Hong Kong limited liability company, and Hybrid Kinetic Group Limited, an exempt
company incorporated in Bermuda with limited liability (collectively the
“Reporting Persons”). Far East Golden Resources Investment Limited is
a wholly owned subsidiary of Hybrid Kinetic Group Limited.
The
Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1)
of the Act. Except as expressly otherwise set forth in this
statement, each Reporting Person disclaims beneficial ownership of the shares of
Common Stock beneficially owned by any other Reporting Person or any other
person.
Far East
Golden Resources Investment Limited is an investment company. Hybrid
Kinetic Group Limited is engaged in the environmental automotive
business. The Reporting Persons maintain their principal executive
offices at Suite 1408, 14F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong
Kong.
The name, citizenship, business address and present principal
occupation or employment of each director and executive officer of the Reporting
Persons are listed on Schedule A attached hereto and are incorporated herein by
reference.
Sun East
LLC, a California limited liability company, owns 30.29% of the issued share
capital of Hybrid Kinetic Group Limited and may be deemed to be a controlling
person. Sun East LLC is owned (i) 35% by Yung Yeung, Chairman, Chief
Executive Officer and Director of Hybrid Kinetic Group Limited and (ii) 65% by
Manwai Ma and Jimmy Wang, as co-trustees for certain trusts established for the
benefit of the children of Yung Yeung. Messrs. Ma and Wang are U.S.
citizens.
During
the last five years, no Reporting Person and, to the knowledge of the Reporting
Persons, none of the persons named on Schedule A attached hereto has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
On
October 29, 2010, Far East Golden Resources Investment Limited entered into a
Subscription Agreement with NGHI, pursuant to which it acquired 30,000,000 units
of securities of NGHI (the “PPO Units”) at a purchase price of $0.10 per unit,
for an aggregate purchase price of $3,000,000. Each unit consists of
(i) one share of Common Stock and (ii) a warrant representing the right to
purchase one share of Common Stock, exercisable for a period of five years at an
initial exercise price of $0.10 per share (the “Warrants”).
Far East
Golden Resources Investment Limited financed the purchase of the PPO Units from
working capital.
Item 4. Purpose of
Transaction
The
Reporting Persons acquired the PPO Units for investment purposes.
Consistent
with their investment purpose, the Reporting Persons will in the future take
such actions with respect to their investment in NGHI as they deem appropriate
in light of the circumstances existing from time to time. Such
actions may include making recommendations to members of management concerning
various business strategies, acquisitions, policies, seeking to acquire control
of NGHI through a merger, proxy solicitation, tender offer, significant equity
investment, exchange offer or otherwise, or such other actions as the Reporting
Persons may deem appropriate.
In
connection with the Subscription Agreement, NGHI has agreed to increase the size
of its Board of Directors to seven members, and Far East Golden Resources
Investment Limited is entitled to nominate four reasonably qualified candidates
to fill the vacancies created thereby. As of the date hereof, no
nominees of Far East Golden Resources Investment Limited have joined NGHI’s
Board of Directors.
Except as
described in this Schedule 13D, the Reporting Persons currently have no plans or
proposals which relate to or would result in:
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a.
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The
acquisition by any person of additional securities of NGHI (other than by
exercise of the Warrants), or the disposition of securities of
NGHI;
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b.
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving NGHI or any of its
subsidiaries;
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c.
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A
sale or transfer of a material amount of assets of NGHI or any of its
subsidiaries;
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d.
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Any
change in the present board of directors or management of NGHI, including
any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the
board;
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e.
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Any
material change in the present capitalization or dividend policy of
NGHI;
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f.
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Any
other material change in NGHI’s business or corporate
structure;
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g.
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Changes
in NGHI’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of NGHI by any
person;
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h.
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Causing
a class of securities of NGHI to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
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i.
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A
class of equity securities of NGHI becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act;
or
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j.
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Any
action similar to any of those enumerated
above.
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Item 5. Interest in Securities of
the Issuer
(a)–(b) See Items 7 through 13 of the cover
pages. Except as described in this statement, neither Reporting
Person nor, to the knowledge of the Reporting Persons, any person listed on
Schedule A hereto has any equity or other ownership interest in
NGHI.
(c) Other
than as described in Item 4 above, there have been no other transactions in the
Common Stock that were effected during the past sixty days by the Reporting
Persons or, to the knowledge of the Reporting Persons, any person listed on
Schedule A hereto.
(d) The
Reporting Persons do not know of any other person that has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not
applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Other
than as described in Item 4 above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any person with respect to any securities of NGHI, including but not
limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. None of the shares of Common Stock beneficially owned by
the Reporting Persons are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such securities (other than standard default and similar provisions
contained in loan agreements).
Item 7. Material to be Filed as
Exhibits
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Exhibit
Number
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Description
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1
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Joint Filing
Agreement
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2
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Subscription Agreement, dated as
of October 29, 2010, between NGHI and
Far East Golden Resources
Investment Limited
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3
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Form
of Warrant
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4
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Form
of Registration Rights Agreement
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: November
3, 2010
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FAR
EAST GOLDEN RESOURCES INVESTMENT LIMITED
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/s/ Chunhua Huang
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Chunhua
Huang, Vice Chairman of the Board
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HYBRID
KINETIC GROUP LIMITED
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/s/ Yeung Yung
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Yeung
Yung, Chairman of the Board
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF FAR EAST GOLDEN RESOURCES INVESTMENT
LIMITED
AND HYBRID KINETIC GROUP LIMITED
The
business address of each director and executive officer of Far East Golden
Resources Investment Limited (“FEGRI”) and Hybrid Kinetic Group Limited
(“Group”) is Suite 1408, 14F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong
Kong.
The name,
citizenship, business address, and present principal occupation or employment of
each of the directors and executive officers of FEGRI are set forth
below:
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Name
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Present
Principal Occupation or Employment
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Citizenship
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Wing
Sang Hui
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President
and Director of FEGRI. Chief Financial Officer and Secretary of
Group.
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Hong
Kong of China
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Chunhua
Huang
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Vice
Chairman of Group and Hybrid Kinetic Motors Corp. Director of
FEGRI.
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Hong
Kong of China
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Xiao
Chen
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Vice
President of HK Capital. Director of FEGRI.
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China
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Zhengshan
Li
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Vice
President of HK Capital. Director of FEGRI.
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China
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Shengling
Zhu
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Chairman
of Ningbo Meilide Consulting Co. Director of FEGRI.
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China
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The name,
citizenship, business address, and present principal occupation or employment of
each of the directors and executive officers of Group are set forth
below:
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Name
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Present
Principal Occupation or Employment
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Citizenship
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Yung
Yeung
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Chairman
of Group and Hybrid Kinetic Motors Corp.
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Hong
Kong of China
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Chunhua
Huang
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Vice
Chairman of Group and Hybrid Kinetic Motors Corp.
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Hong
Kong of China
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Chuantao
Wang
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Chief
Executive Officer of Group and Hybrid Kinetic Motors Corp. Director of
Group.
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United
States of America
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Steve
Quan Liu
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Chairman
of Fortune Venture Holdings Limited. Director of Group.
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United
States of America
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Wing
Sang Hui
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Chief
Financial Officer, Secretary and Director of Group. President of
FEGRI.
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Hong
Kong of China
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Shengliang
Zhu
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Chairman
of Ningbo Meilide Consulting Co. Director of Group.
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China
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Wei
Wang
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Vice
President of Marketing of Hybrid Kinetic Motors Corp. Director of
Group.
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United
States of America
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Zhengwei
Zhang
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Vice
President of Product Development of Hybrid Kinetic Motors Corp. Director
of Group.
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China
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Jianguo
Xu
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Vice
President of Procurement of Hybrid Kinetic Motors Corp. Director of
Group.
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China
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Zhengshan
Li
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Vice
President of HK Capital. Director of Group.
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China
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Shuguang
Hong
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Vice
President of Information Technology System of Hybrid Kinetic Motors Corp.
Director of Group.
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United
States of America
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Tim
Tingkang Xia
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Attorney
at Morris, Manning & Martin, LLP. Director of Group.
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United
States of America
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Guobin
Zhu
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Professor
at University of Hong Kong. Director of Group.
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China
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Bangjie
He
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Senior
Consultant of First Edge Solutions Inc. Director of Group.
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China
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Johnny
Kwok Kit Ting
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Accounting
Manager of Kuni-Stars Company Limited. Director of Group.
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Hong
Kong of China
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Lee
Hing Wong
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Director
of Uni-rich Electric Limited. Director of Group.
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Hong
Kong of China
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Jian
Song
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Educator
at Tsinghua University. Director of Group.
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China
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