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

SCHEDULE 13D/A
 
Amendment No. 1


Under the Securities Exchange Act of 1934

Nevada Gold & Casinos, Inc.
(Name of Issuer)
 
Common Stock, $0.12 par value per share
(Title of Class of Securities)
 
64126Q206
(CUSIP Number)
 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus

Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2008
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  /X/.

 
CUSIP No. 64126Q206
13D/A
Page 2 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Partners Small Cap Value, L.P.
13-3688497
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
383,900 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
383,900 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,900 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.97%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
CUSIP No. 64126Q206
13D/A
Page 3 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Partners Small Cap Value, L.P. I
13-3953291
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
549,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
549,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.25%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 

 
CUSIP No. 64126Q206
13D/A
Page 4 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
623,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
623,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 


 
CUSIP No. 64126Q206
13D/A
Page 5 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital Management, LLC
13-4018186
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
933,500 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
933,500 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,500 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.21%
 
14
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 

 
CUSIP No. 64126Q206
13D/A
Page 6 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital, Inc.
13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
623,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
623,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 

 
CUSIP No. 64126Q206
13D/A
Page 7 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
9,200 (See Item 5)
 
8
SHARED VOTING POWER
1,566,300 
 
9
SOLE DISPOSITIVE POWER
9,200 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
1,566,300
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,100 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 


CUSIP No. 64126Q206
13D/A
Page 8 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
0 (See Item 5)
 
8
SHARED VOTING POWER
1,557,100 (See Item 5)
 
9
SOLE DISPOSITIVE POWER
1,236,400 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
1,557,100 (See Item 5)
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 


CUSIP No. 64126Q206
13D/A
Page 9 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital, Inc. Profit Sharing and Money Purchase Plans, Inc.
13-3873998
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
9,200 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
9,200 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,200 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 


 
CUSIP No. 64126Q206
13D/A
Page 10 of 15 Pages
 
Item 1. Security and Issuer.

This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on June 8, 2007 by the Wynnefield Reporting Persons (as defined in the Statement) with respect to shares of common stock, $0.12 par value per share (the “Common Shares”) of Nevada Gold & Casinos, Inc. (the “Issuer”), whose principal executive offices are located at 3040 Post Oak Blvd., Suite 675, Houston, Texas 77056. Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
 
The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $8,952,898 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially owns such securities.

 
CUSIP No. 64126Q206
13D/A
Page 11 of 15 Pages
 
Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
 
(a)-(c). As of March 31, 2008, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,566,300 Common Shares, constituting approximately 12.1% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 12,939,130 Common Shares outstanding as of February 29, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended January 27, 2008, filed with the Securities and Exchange Commission on March 7, 2008). The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Shares
Percentage of Outstanding
Common Shares
Wynnefield Partners
383,900
2.97%
Wynnefield Partners I
549,600
4.25%
Wynnefield Offshore
623,600
4.82%
The Plan
9,200
0.1%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own.
 
 
CUSIP No. 64126Q206
13D/A
Page 12 of 15 Pages
 
Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own. WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns.
 
WCI as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.
 
Mr. Obus is the portfolio manager for the Plan and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that the Plan may be deemed to beneficially own. Mr. Obus, as a portfolio manager for the Plan, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by the Plan.
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,566,300 Common Shares, constituting approximately 12.1% of the outstanding Common Shares (the percentage of shares owned being based upon 12,939,130 Common Shares outstanding as of February 29, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended January 27, 2008, filed with the Securities and Exchange Commission on March 7, 2008).
 
The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.
 
 
CUSIP No. 64126Q206
13D/A
Page 13 of 15 Pages
 
To the best knowledge of the Wynnefield Reporting Persons, except as set forth below, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares, and there have been no transactions in the Common Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.

The Wynnefield Reporting Persons have purchased Common Shares during the last 60 days as set forth below, each of which was made in a broker's transaction in the open market. Prices do not include brokerage commissions.
 
Name
Date
Number of Shares
Price Per Share
Wynnefield Partners
March 31, 2008
76,600
$1.25
       
Wynnefield Partners I
March 31, 2008
105,800
$1.25
       
Wynnefield Offshore
March 31, 2008
98,300
$1.25


 
CUSIP No. 64126Q206
13D/A
Page 14 of 15 Pages
 
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: April 8, 2008
 
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
         
  By: Wynnefield Capital Management, LLC,  
   
General Partner
  
         
    By: /s/ Nelson Obus  
      Nelson Obus, Co-Managing Member  
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
         
  By: Wynnefield Capital Management, LLC,  
   
General Partner
  
         
    By: /s/ Nelson Obus  
      Nelson Obus, Co-Managing Member  

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
         
  By: Wynnefield Capital, Inc.  
         
    By: /s/ Nelson Obus  
      Nelson Obus, President  
 
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
  
       
  By: /s/ Nelson Obus  
    Nelson Obus, Co-Managing Member
 
 
CUSIP No. 64126Q206
13D/A
Page 15 of 15 Pages

 
WYNNEFIELD CAPITAL, INC.
  
     
  By: /s/ Nelson Obus  
    Nelson Obus, President
 
  WYNNEFIELD CAPITAL, INC. PROFIT SHARING AND MONEY PURCHASE PLANS, INC.  
     
  By: /s/ Nelson Obus  
    Nelson Obus, Portfolio Manager
     
 
 
  /s/ Nelson Obus      
  Nelson Obus, Individually      
         
  /s/ Joshua H. Landes      
  Joshua H. Landes, Individually