SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
August 10, 2009
NEVADA
GOLD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-1369203
|
20-3724068
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
1265
Mesa Drive
Fernley,
NV 89408
(Address
of principal executive offices, including zip code)
(775)
835-6177
(Registrant’s
telephone number, including area code)
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
[Not
applicable]
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K (the “Report”) amends the
following Current Reports on Form 8-K (the “Amended Reports”) filed by the
Registrant with the Securities and Exchange Commission (the “SEC”):
|
(1)
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Current
Report on Form 8-K filed on August 14,
2009;
|
|
(2)
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Current
Report on Form 8-K filed on August 25, 2009;
and
|
|
(3)
|
Current
Report on Form 8-K filed on August 31,
2009.
|
Each of
the Amended Reports should be read together with this Report.
Section
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying
Accountant.
(a)
|
On
August 10, 2009, Moore & Associates, Chartered, resigned as the
Registrant’s independent registered public accountants, and the Board of
Directors of the Registrant acknowledged the resignation of Moore &
Associates, Chartered. The Board of Directors of the Registrant approved
the engagement of Seale and Beers, CPAs, to serve as the Registrant’s
independent registered public accountants for the fiscal year 2009, and
engaged them on August 12,
2009.
|
Moore
& Associates, Chartered, issued its auditors’ report on the financial
statements for the year ended December 31, 2008, which included an explanatory
paragraph as to the Registrant’s ability to continue as a going
concern.
Other
than the going concern uncertainty described above, the auditors’ report of
Moore & Associates, Chartered, on the financial statements of the Registrant
for the period ended December 31, 2008, contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During
the two fiscal years ended December 31, 2008, and through the date of the
resignation of Moore & Associates, Chartered, there have been no
disagreements with Moore & Associates, Chartered (as defined in Item
304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, would have caused them to make reference thereto in their report on
financial statements for such years.
During
the two fiscal years ended December 31, 2008, and through the date of the
resignation of Moore & Associates, Chartered, there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Registrant requested Moore & Associates, Chartered to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. Moore & Associates, Chartered,
has informed us that, on the advice of counsel, it will not provide the
requested letter.
On August
31, 2009, the Registrant was informed by letter from the SEC that the Public
Company Accounting Oversight Board (“PCAOB”) revoked the registration of Moore
& Associates, Chartered, on August 27, 2009, because of violations of PCAOB
rules and auditing standards in auditing the financial statements, PCAOB rules
and quality controls standards, and Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB
investigation.
During
the two fiscal years ended December 31, 2008, and through the date the
engagement of Seale and Beers, CPAs, neither the Registrant nor anyone on its
behalf has consulted with Seale and Beers, CPAs, regarding either:
|
·
|
The
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Registrant’s financial statements, and neither was a written report
provided to the Registrant nor was oral advice provided that Seale and
Beers, CPAs, concluded was an important factor considered by the
Registrant in reaching a decision as to an accounting, auditing, or
financial reporting issue; or
|
|
·
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Any
matter that was either the subject of a disagreement or a reportable
event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation
S-K, respectively.
|
(b)
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Subsequently,
as reported in the Registrant’s Current Report on Form 8-K filed with the
SEC on August 25, 2009, the Board of Directors of the Registrant dismissed
Seale and Beers, CPAs, as the Registrant’s independent registered public
accountants, and the Board of Directors approved the engagement of GBH
CPAs, PC, to serve as the Registrant’s independent registered public
accountants for fiscal year 2009. GBH CPAs, PC, was engaged on August 24,
2009.
|
Seale and
Beers, CPAs has issued no reports on the financial statements of the Registrant
for any period.
During
the two fiscal years ended December 31, 2008, and through the date of the
dismissal of Seale and Beers, CPAs, there have been no disagreements with Seale
and Beers, CPAs (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Seale and Beers, CPAs, would have caused them to make reference
thereto in any report on financial statements for such years, except as
follows:
In a
letter dated September 9, 2009, to the Office of the Chief Accountant of the
SEC, Seale and Beers, CPAs, stated that there were two instances where they were
concerned the Registrant was incorrectly applying Generally Accepted Accounting
Principles:
|
(1)
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Seale
and Beers, CPAs, stated that the Registrant “did not provide documentation
for transferring $257,028 of accrued interest, notes payable and accounts
payable from Nano Holdings International to a wholly owned subsidiary,
Sunshine Group, prior to divesting itself of Sunshine Group during the
quarter ending December 31, 2008. These liabilities (and retained loss)
are not included in the Company’s financial
statements.”
|
|
(2)
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Seale
and Beers, CPAs, stated that the Registrant “did not provide documentation
supporting the $20,465 initial value it placed on its Tempo Mineral
Prospect which was acquired in a related party transaction during the
quarter ending December 31, 2008.”
|
A copy of
said letter of Seale and Beers, CPAs, is filed as Exhibit 16.1 to this
Report.
Our Board
of Directors has discussed the matters raised in said letter of Seale and Beers,
CPAs, with our independent registered public accounting firm, GBH CPAs, PC, and
has reached the following conclusions:
|
(1)
|
In
its Quarterly Report on Form 10-Q for the quarter ended September 30,
2008, the Registrant reported $268,365 of total current liabilities,
consisting of accounts payable and accrued expenses of $20,932 and notes
payable and accrued interest of
$247,433.
|
On
October 30, 2008, these notes payable and accrued interest through that date
were settled, paid off and released by agreement with the note holders for the
aggregate sum of $5,000, which did not result in a gain on forgiveness of debt
for the Registrant because it relates to operations for a period prior to the
Merger. Documentation thereof has been provided to Seale and Beers,
CPAs.
At
December 31, 2008, immediately prior to the merger between Nevada Gold
Acquisition Corp., a wholly owned subsidiary of the Registrant into Nevada Gold
Enterprises, Inc. (in which Nevada Gold Enterprises, Inc., was the surviving
corporation) (the “Merger”), as described in detail in the Registrant’s Current
Report on Form 8-K filed with the SEC on January 7, 2009 (the “Super 8-K”), the
Registrant’s accounts payable and accrued expenses totaled $156,745, and were
carried over to the continuing entity.
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(2)
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As
a result of the Merger, the Registrant acquired the Tempo Mineral
Prospect, the right to explore for gold on a property located in Austin,
Nevada, pursuant to a lease. The lease had been acquired by NGE
prior to the Merger pursuant to a reassignment of the lease from KM
Exploration, Ltd. In connection with the reassignment, NGE
reimbursed KM Exploration for claim fees ($19,503) and preparation cost
($962), totaling $20,465, and David Mathewson, then the sole stockholder
of NGE and now our sole director and officer, assigned five shares of NGE
common stock (which converted into 400,000 shares each of the Registrant’s
Common Stock upon the Merger) to each of two individuals (one of whom was
the owner of a 50% interest in KM Exploration). In the Super
8-K and subsequent reports, the Tempo Mineral Prospect was capitalized as
an asset with a value of $20,465, and we did not recognize any impairment
of the mining claims. In conjunction with the restatements referred
to in Item 4.02 below, the mining claim is expected to be assigned no fair
value because there has not been a final or bankable feasibility study and
the designation of proven and probable
reserves.
|
During
the two fiscal years ended December 31, 2008, and through the date of the
dismissal of Seale and Beers, CPAs, there were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
During
the two fiscal years ended December 31, 2008, and through the date of the
engagement of
GBH
CPAs, PC, neither the Registrant nor anyone on its behalf has consulted with GBH
CPAs, PC, regarding either:
|
·
|
The
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Registrant’s financial statements, and neither was a written report
provided to the Registrant nor was oral advice provided that GBH CPAs, PC,
concluded was an important factor considered by the Registrant in reaching
a decision as to an accounting, auditing, or financial reporting issue;
or
|
|
·
|
Any
matter that was either the subject of a disagreement or a reportable
event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation
S-K, respectively.
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Item
4.02
|
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
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As
reported in Item 4.01 above, on August 31, 2009, the Registrant was informed by
letter from the SEC that the PCAOB revoked the registration of the former
auditor, Moore & Associates, Chartered, on August 27, 2009, because of
violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality controls standards, and Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation
with a PCAOB investigation. In the same letter, the SEC informed the
Registrant that we may no longer include audit reports or consents of Moore
& Associates, Chartered, in our filings with the SEC made on or after August
27, 2009, and advised us that we should engage a firm that is registered with
the PCAOB to re-audit our consolidated financial statements for prior years that
we will be required to include in future filings.
We will
be required to include audited consolidated financial statements for the year
ended December 31, 2008, in our Annual Report on Form 10-K for the year ending
December 31, 2009, and we will not be able to do so unless such consolidated
financial statements are re-audited by a firm currently registered with the
PCAOB. In addition, if we were to file any registration statements
with the SEC that are required to include our consolidated financial statements
for the year ended December 31, 2008, we would not be able to do so unless such
consolidated financial statements are re-audited by a firm currently registered
with the PCAOB. Therefore we have engaged our current independent
registered public accountants, GBH CPAs, PC, to re-audit our consolidated
financial statements for the year ended December 31, 2008 (the “2008 Financial
Statements”), which were included in our Form 10-K for the fiscal year ended
December 31, 2008, filed with the SEC on April 14, 2009 (the “2008 Form
10-K”).
After a
preliminary review by management and as discussed with our independent
registered public accounting firm, GBH CPAs, PC, we have determined that our
previously issued audited consolidated financial statements for the fiscal year
ended December 31, 2008 (contained in the 2008 Form 10-K), and interim unaudited
consolidated financial statements for the three months ended March 31, 2009 and
for the three and six months ended June 30, 2009 (contained, respectively, in
Forms 10-Q for the quarters ended March 31 and June 30, 2009) and the unaudited
condensed combined pro forma financial statements contained in the Super 8-K
will require restatement and should no longer be relied on.
The
Registrant will restate its previously issued balance sheets, statements of
operations and statements of cash flows contained in the financial statements
referred to above for matters related to the following errors: (i) an
overstatement of accounts payable and accrued expenses at December 31, 2008, and
March 31 and June 30, 2009, (ii) an understatement of general and administrative
expenses for the period from inception through December 31, 2008, (iii)
an
overstatement of cash held in trust at December 31, 2008, and an understatement
of notes payable at March 31, 2009, and (iv) the incorrect
valuation of the Tempo Mineral Prospect.
Following
is a description of the errors related to the overstatement of accounts payable
and accrued expenses at December 31, 2008, and March 31 and June 30, 2009, and
the understatement of general and administrative expenses
for the period from
inception through December 31, 2008: The Registrant overstated
accounts payable due to the Registrant’s accounting consultant misconstruing
certain transactions taking place within the Registrant’s trust account, which
is maintained by an external accountant. Certain cash payments on
prior period liabilities were incorrectly recorded as accruals of new accounts
payable and accrued expenses. The Registrant understated general and
administrative expenses, as certain expense payments were
incorrectly recorded as
accruals of liabilities.
Following
is a description of the error related to the overstatement of cash held in trust
at December 31, 2008, and an understatement of notes payable at March 31,
2009: The Registrant overstated its cash held in trust at December
31, 2008, by including the proceeds of the $150,000 Bridge Note described in the
Super 8-K. The proceeds of the Bridge Note were not actually received
by the Registrant until January 7, 2009, and should not have been included in
cash held in trust at December 31, 2008. The Registrant understated
notes payable at March 31, 2009, by failing to include the $150,000 Bridge
Note. (As reported in the Form 10-Q for the quarter ended June 30,
2009, on June 24, 2009, the Registrant prepaid $100,000 of principal on the
bridge Note, and the balance was correctly reflected at June 30,
2009.)
Following
is a description of the error related to the incorrect valuation of the Tempo
Mineral Prospect: The asset was originally valued at the predecessor
owner’s cost of $20,465. In accordance with SEC Staff guidance, since
there has not been a final or bankable feasibility study and the designation of
proven and probable reserves, the Tempo Mineral Prospect is expected to be
assigned no fair value at December 31, 2008, and subsequent balance sheet
dates.
The
effects on the Registrant’s previously issued consolidated financial statements
for the fiscal year ended December 31, 2008, of the errors related to the
overstatement of accounts payable and accrued expenses, the understatement of
general and administrative expenses and the incorrect valuation of the Tempo
Mineral Prospect are summarized as follows:
|
As
|
|
|
|
|
|
|
|
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Previously
|
|
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As
|
|
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Increase
|
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December 31, 2008
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Reported
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|
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Restated
|
|
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(Decrease)
|
|
|
|
|
|
|
|
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Cash
held in trust
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$
|
253,440
|
|
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$
|
103,440
|
|
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$
|
(150,000
|
)
|
Total
current assets
|
|
253,440
|
|
|
|
103,440
|
|
|
|
(150,000
|
)
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Mining
claims
|
|
20,465
|
|
|
|
-
|
|
|
|
(20,465
|
)
|
Total
assets
|
|
273,905
|
|
|
|
103,440
|
|
|
|
(170,465
|
)
|
Accounts
payable and accrued expenses
|
|
363,996
|
|
|
|
247,002
|
|
|
|
(116,994
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
363,996
|
|
|
|
247,002
|
|
|
|
(116,994
|
)
|
Total
stockholders’ equity (defecit)
|
|
(90,091
|
)
|
|
|
(143,562
|
)
|
|
|
(53,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the Year Ended
|
|
|
|
|
|
|
|
|
|
|
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December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expense
|
|
90,282
|
|
|
|
110,747
|
|
|
|
20,465
|
|
Net
loss
|
|
(90,282
|
)
|
|
|
(110,747
|
)
|
|
|
(20,465
|
)
|
Our Board
of Directors has discussed the matters disclosed in this Report under this Item
4.02 with our independent registered public accounting firm, GBH CPAs,
PC.
The
Registrant intends to file as soon as practicable amendments to the Super 8-Kand
to the 2008 Form 10-K containing the re-audited consolidated balance sheets,
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows. The Registrant intends to file as soon as practicable
amendments to its Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 2009, to the extent necessary to reflect the items referred to
above.
SIGNATURES
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 hereunto
duly authorized.
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Nevada
Gold Holdings, Inc.
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Dated:
September 17, 2009
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By:
|
/s/
David Mathewson
|
|
|
Name:
|
David
Mathewson
|
|
|
Title:
|
Chief
Executive Officer and President
|
|
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