NGHI New Green Hemp Inc (PK)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

Notification of Late Filing

 

SEC File Number: 000-52636

 

CUSIP Number: 641267208

(Check One):

x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR

  

For period ended:

December 31, 2011

 

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

   

For the transition period ended:

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ____________________

 

PART I—REGISTRANT INFORMATION

 

	Full name of registrant:	Nevada Gold Holdings, Inc.
	Address of Principal Executive Office:	800 E. Colorado Blvd.,
		Suite 888
	City, State and Zip Code:	Pasadena, CA 91101

 

 

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

 

 

PART II—RULE 12b-25(b) and (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x	(a)        The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)        The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
¨	(c)        The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III—NARRATIVE

 

State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, Form N-SAR or Form N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

The registrant is unable to file its Annual Report on Form 10-K for the year ended December 31, 2011 (the “Report”) by the prescribed date of March 30, 2012, without unreasonable effort or expense because the registrant needs additional time to complete certain disclosures and analyses to be included in the Report.  The registrant intends to file its Report on or prior to the fifteenth calendar day following the prescribed due date.

 

 

PART IV—OTHER INFORMATION

 

(1) Name and telephone number of person to contact with regard to this notification.

 

	Barrett S. DiPaolo		(212)		400-6900
	(Name)		(Area Code)		(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes ¨ No

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

 

Revenues and Other Income

 

During the twelve month period ended December 31, 2011, the Company remained in the exploration stage and we did not realize any revenues from operations. Similarly, we did not realize any revenues from operations during the period from inception through December 31, 2010.

 

Expenses

 

General and administrative expenses totaled 1,685,043, in the year ended December 31, 2011, an increase of $770,280 from the $914,763 of general and administrative expenses incurred in the year ended December 31, 2010. This increase is due primarily to the substantial increase in activities related to our effort on new business opportunities. Exploration costs totaled $81,290 for the year ended December 31, 2011, a decrease of $77,596 from the $158,886 in exploration costs incurred during the year ended December 31, 2010. During the year ended December 31, 2011, the Company also recognized interest expense of $22,521, the bulk of which relates to the promissory note to Theory Capital Corporation.

 

Net Losses

 

As a result of the foregoing, the Company incurred a net loss of $1,848,947, or ($0.04) per share, in the year ended December 31, 2011, compared to a net loss of $1,407,053, or ($0.09) per share, for the year ended December 31, 2010. Our increased net loss in the period ended Dec. 31, 2011 is largely due to the increase of general and administrative expenses incurred during the 2011 fiscal year.

 

The foregoing information is preliminary and unaudited and may be subject to change in the Report when filed.

 

  

Nevada Gold Holdings, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.

 

Date: March 30, 2012

 

 

		By:	/s/ Jimmy Wang
		Name:	Jimmy Wang
		Title:	Controller