UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
FORM 8-K
 
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 12, 2008
     
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)  
 
Nevada
 
1-15517
 
88-0142032
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
50 Briar Hollow Lane, Suite 500W
 
77027
(Address of principal executive offices)
 
(Zip Code)
 
(713) 621-2245
(Registrant’s telephone number, including area code)
 
 
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:
 
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
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01.    Entry into a Material Definitive Agreement

Nevada Gold & Casinos, Inc. (the “Company”) is a founding shareholder and owns a 56% interest in Restaurant Connections International, Inc. (“RCI”). On August 12, 2008, the Company announced that RCI has sold Internacional Restaurantes do Brasil, Ltda. (“IRB”), a majority-owned subsidiary of RCI, to Pogo Participacoes Ltda. for $5.5 million. IRB owns 16 Pizza Hut restaurants in Sao Paulo, Brazil. From the proceeds of the transaction, RCI will repay the promissory note and accrued interest due to the Company in the approximate amount of $4.7 million.

Item 9.01.    Financial Statements and Exhibits.
 
(c)
Exhibits. The following exhibits are furnished as part of this current Report on Form 8-K:
 
99.1
Press Release dated August 12, 2008
 
 
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 who is duly authorized.
 
     
 
NEVADA GOLD & CASINOS, INC.
 
 		  
 		  
 
Date: August 12, 2008
By:   /s/ James J. Kohn
 
James J. Kohn
 
Executive Vice President & Chief Financial Officer
 
 
INDEX TO EXHIBITS
 
Item Exhibit
   
99.1
Press Release dated August 12, 2008