NGHI New Green Hemp Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1.

( Mark One)

    X   .  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011.

or

         .  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to

Commission File Number:   333-140148

Nevada Gold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
800 E. Colorado Blvd., Suite 888
Pasadena, CA	91101
(Address of principal executive offices)	(Zip Code)

626-683-7330

(Registrant’s telephone number, including area code)

_______________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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       .

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes       . No       .

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 .

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

Yes       . No   X   .

As of August 22, 2011, there were 43,844,054 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

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EXPLANATORY NOTE

This Amendment No. l on Form 10-Q/A to the Quarterly Report on Form 10-Q originally filed with the Securities and Exchange Commission on August 22, 2011, by Nevada Gold Holdings, Inc. (the ‘‘Form 10-Q’’) amends and restates the Form 10-Q:  (i) to correct the name of the company’s principal financial officer; and (ii) to include updated certifications by the company’s principal executive officer and principal financial officer as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.  Except for the Signature page and the Exhibits, the Form 10-Q remains unchanged.

NEVADA GOLD HOLDINGS, INC.

Form 10-Q/A

TABLE OF CONTENTS

	Page
AVAILABLE INFORMATION	3
FORWARD-LOOKING STATEMENTS	4
PART I—FINANCIAL INFORMATION	5
Item 1.	Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures.	9
PART II—OTHER INFORMATION	10
Item 1.	Legal Proceedings.	10
Item 1A.	Risk Factors.	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3.	Defaults upon Senior Securities.	10
Item 4.	(Removed and Reserved).	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	11
SIGNATURE		12

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AVAILABLE INFORMATION

 

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

 

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

 

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

 

Nevada Gold Holdings, Inc.

c/o Gottbetter & Partners, LLP

488 Madison Avenue

New York, New York 10022-5718

212-400-6900

Facsimile 212-400-6901

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FORWARD-LOOKING STATEMENTS

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

 

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, insufficient cash flows and resulting illiquidity, our inability to expand our business, government regulations, lack of diversification, volatility in the price of gold, increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended (the “2010 Form 10-K”) in the section captioned “Risk Factors” and elsewhere in the 2010 Form 10-K and this Report.

 

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

 

You should read this Report in conjunction with the discussion under the caption “Risk Factors” in the 2010 Form 10-K, the audited consolidated financial statements and notes thereto in the 2010 Form 10-K, the unaudited consolidated financial statements and notes thereto in this Report, and other documents which we may file from time to time with the SEC.

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  PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

NEVADA GOLD HOLDINGS, INC
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
			June 30, 2011		December 31, 2010
			(Unaudited)		(Audited)
ASSETS
Current assets
	Cash and cash equivalents	$	441,728	$	2,995,727
	Prepaid expense		35,000		-
	Notes receivable - related party		1,828,553		-
	Accrued interest receivable - related party		12,933		-
	Other current assets		-		8,062
Total current assets		2,318,214		3,003,789
	Mining reclamation bond		-		52,600
Total assets	$	2,318,214	$	3,056,389
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
	Accounts payable	$	17,237	$	20,489
	Other payables		14,171		-
Total current liabilities		31,408		20,489
Total liabilities		31,408		20,489
Stockholders' (deficit) equity
	Preferred stock, $.001 par value; 10,000,000 shares authorized, 0 share issued and outstanding as of June 31, 2011 and December 31, 2010		-		-
	Common stock, $.001 par value; 300,000,000 shares authorized, 43,844,054 shares issued and outstanding as of June 30, 2011 and December 31, 2010		43,844		43,844
	Additional paid-in capital		5,286,323		5,286,323
	Accumulated deficit		(3,043,361)		(2,294,267)
Total stockholders' (deficit) equity		2,286,806		3,035,900
Total liabilities and stockholders' (deficit) equity	$	2,318,214	$	3,056,389
See accompanying notes to condensed consolidated financial statements

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NEVADA GOLD HOLDINGS, INC
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
		Six Months Ended June 30,		From Inception on October 2, 2008 Through June 30, 2011
		2011		2010
Cash flows from operating activities
Net Income	$	(749,094)	$	(402,895)	$	(3,043,361)
Adjustments to reconcile net income to net cash used by operating activities:
Stock based compensation		-		65,754		131,508
Common stock issued for services		-		22,246		290,590
Contributed services or common stock contributed for services		-		50,000		125,000
Gain on change in derivative liability		-		-		(112,500)
Interest expense related to intrinsic value of converted promissory notes		-		-		300,000
Changes in operating assets and liabilities:
Prepaid expenses		(35,000)		(3,000)		(35,000)
Notes receivables		(1,828,553)		-		(1,836,615)
Accrued interest receivable - related party		(12,933)		-		(12,933)
Other assets		8,062		-		8,062
Accounts payable and accrued interest payable		10,919		93,531		63,767
Net cash used by operating activities		(2,606,599)		(174,364)		(4,121,482)
Cash flows from investing activities
Purchase of mining reclamation bond		52,600		-		-
Change in cash held in trust		-		-		-
Net cash provided (used) by investing activities		52,600		-		-
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		-		-		4,313,210
Proceeds from notes payable		-		250,000		450,000
Payments on notes payable		-		(200,000)		(200,000)
Issuance of common stock		-		-		-
Net cash provided by financing activities		-		50,000		4,563,210
Net change in cash and cash equivalent		(2,553,999)		(124,364)		441,728
Cash and cash equivalent at the beginning of year		2,995,727		158,398		-
Cash and cash equivalent at the end of year	$	441,728	$	34,034	$	441,728
Supplemental disclosures of cash flow Information:
Cash Paid for Interest	$	-	$	-	$	8,082
See accompanying notes to condensed consolidated financial statements

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NEVADA GOLD HOLDINGS, INC.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2011

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows at June 30, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited consolidated financial statements.  The results of operations for the periods ended June 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

NOTE 2 – NOTES RECEIVABLE

On January 26, 2011, the Company made a loan of $200,000 to Hybrid Kinetic Motors Corporation, a related party; on February 24, 2011, the Company made a loan of $400,000 to American Compass Inc., a related party; and on March 24, 2011, the Company made an additional loan of $400,000 to American Compass Inc.  On various dates from April to June, the Company has made additional loans with American Compass Inc. in the amount of $800,000, bring the total notes receivable from this party to $1,600,000. There is also a combination of notes receivable from related-parties in the amount of $28,553 made through out the quarter ended June 30, 2011. Each of these loans is unsecured, bears interest at 3% per annum, payable in full at maturity, and matures on December 31, 2011.  Each of the borrowers is a wholly-owned subsidiary of Hybrid Kinetic Group Ltd., which is also the parent of the Company’s controlling stockholder, Far East Golden Resources.  Hybrid Kinetic Group Ltd. has guaranteed each of the loans.

As of June 30, 2011, the Company has accrued interest receivable from the above parties in the amount of $12,933.

NOTE 3 – SHAREHOLDERS’ EQUITY

Pursuant to a written consent dated July 7, 2011, the majority shareholder of the Company has authorized and approved a one-for-fifty (1:50) reverse stock split of its common stock, $0.001 par value per share. The reverse stock split will not be effective until a Certificate of Amendment to the Company’s Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.

There is no change in equity for the six months ended June 30, 2011.

NOTE 4 – SIGNIFICANT TRANSACTIONS

The Company has had no significant transactions for the period ended June 30, 2011.

NOTE 5 – SUBSEQUENT EVENTS

On July 1, 2011, the Company’s Board of Directors adopted a new business strategy to engage in business activities beyond mining and, in connection with the Company’s new strategy, the Board of Directors adopted resolutions authorizing a change in the Company’s name from Nevada Gold Holdings, Inc. to Global “Hybrid Technologies, Inc.”  On July 7, 2011, Far East Golden Resources Investment Limited, the holder of a majority of the Company’s outstanding shares of common stock, authorized and approved such name change by written consent.

On July 1, 2011, the Company’s Board of Directors authorized, and on July 7, 2011, the Company’s majority shareholder approved an amendment to the Company’s Certificate of Incorporation to effect a one-for-fifty (1:50) reverse stock split of the common stock, $0.001 par value per share, pursuant to which each fifty (50) issued and outstanding shares of Common Stock as of the time such amendment becomes effective (the ‘‘Split Effective Time’’), shall be combined and converted (the “Reverse Split”) automatically, without further action, into one (1) fully paid and non-assessable share of Common Stock.

The name change and the Reverse Split will not be effective until a Certificate of Amendment is filed with the Secretary of State of the State of Delaware with respect thereto.

Management has reviewed material events subsequent to the six months ended June 30, 2011 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures are required.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Three Months Ended June 30, 2011, compared to Three Months Ended June 30, 2010

 

Revenues and Other Income

  

During the three month period ended June 30, 2011, the Company remained in the exploration stage and we did not realize any revenues from operations. Similarly, we have not realized any revenues from operations during the period from inception through June 30, 2011.

  

Expenses

  

Operating expenses totaled $593,061 in the three-month period ended June 30, 201. For 2011, these expenses were primarily general and administrative expenses of $490,351, coupled with research and development costs of $48,710.  

  

Net Losses

  

As a result of the foregoing, the Company incurred a net loss of $520.499, or ($0.01) per share, for the three months ended June 30, 2011, compared to a net loss of $147,994, or ($0.00) per share, for the corresponding period ended June 30, 2010.

Six Months Ended June 30, 2011, compared to Six Months Ended June 30, 2010

Revenues and Other Income

  

During the six month period ended June 30, 2011, the Company remained in the exploration stage and we did not realize any revenues from operations. Similarly, we have not realized any revenues from operations during the period from inception through June 30, 2011.

  

Expenses

  

Operating expenses totaled $773,518 in the six-month period ended June 30, 201. For 2011, these expenses were primarily general and administrative expenses of $708,518, coupled with research and development costs of $65,000.  

  

Net Losses

  

As a result of the foregoing, the Company incurred a net loss of $794,094, or ($0.02) per share, for the six months ended June 30, 2011, compared to a net loss of $402,985, or ($0.01) per share, for the corresponding period ended June 30, 2010.

Liquidity and Capital Resources

June 30, 2011, we have $441,728 of cash on hand.

   

We may be unable to secure additional financing on terms acceptable to us, or at all, at times when we need such financing. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.

  

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 3.

Item 4.

Controls and Procedures.

Under the supervision and with the participation of our principal financial and executive officers, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2011 (the “Evaluation Date”).  Based on this evaluation, such officers concluded as of the Evaluation Date that our disclosure controls and procedures were not effective to ensure that the information relating to us, including our consolidated subsidiaries, required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal financial and executive officers, as appropriate to allow timely decisions regarding required disclosure.

 

We are a small organization with limited personnel. We were unable to implement an effective system of disclosure controls and procedures as of the Evaluation Date. We expect to develop a system of disclosure controls and procedures in 2011as we expand our business and develop our mining claims.

With the participation of our principal financial and executive officers, we evaluated any change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  There has been no such change in our internal control over financial reporting identified in connection with that evaluation.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time we may be involved in claims arising in connection with our business. There can be no assurance as to the ultimate outcome of any such claim. The amount of reasonably possible losses in connection with any actions that may be brought against us could be material to our consolidated financial condition, operating results and/or cash flows.

As of the date of this Report, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

Item 1A.

Risk Factors.

There have been no material changes from Risk Factors as previously disclosed in our 2010 Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Other than as previously reported in our Current Reports on Form 8-K, we have not sold any of our equity securities during the period covered by this Report.

Item 3.

Defaults upon Senior Securities.

None.

Item 4.

(Removed and Reserved).

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Item 5.

Other Information.

None.

Item 6.

Exhibits.

The following Exhibits are being filed with this Quarterly Report on Form 10-Q.

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

·

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

·

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

·

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

·

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

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

 

Exhibit

Number     Description

3.1

Bylaws of the Registrant, as amended on July 26, 2011 ( incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on August 3, 2011)

31.1*    

Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a)

31.2*    

Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a)

 

32.1*    

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

32.2*    

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

*      Filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

NEVADA GOLD HOLDINGS, INC.

  

  

Dated: August 24, 2011

By:

/s/ Jimmy Wang                   

  

  

Jimmy Wang

  

  

Controller

(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit

Number    

Description

31.1*    

Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a)

31.2*    

Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a)

 

32.1*    

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

32.2*    

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)