Microsoft Word 10.0.4524;
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
[X] Form 10-K or 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: MARCH 31, 2004
[ ] Transition Report on Form 10-K or 10-KSB [ ] 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:
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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 & Casinos, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
3040 Post Oak Boulevard, Suite 675
City, State and Zip Code: Houston, Texas 77056
PART II
RULES 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 reasons 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
Form 10-K, Form 20-F, Form 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 why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Form 10K for its fiscal year ended March 31, 2004
could not be filed within the prescribed time period without
unreasonable effort or expense as a result of certain anticipated
non-cash audit adjustments. These audit adjustments relate to the
Registrant's prior credit facility, certain non-qualified options
granted in the fiscal years ended March 31, 2000, March 31, 2001 and
March 31, 2002 and their associated costs. On the date hereof, the
Registrant has reached a settlement of a dispute with our primary
creditor and has executed a new credit facility with such creditor.
Our auditors reviewed the terms of the prior credit facility and
determined that certain adjustments need to be reflected in prior
periods to reflect an increase in the number of fully diluted shares
outstanding and non-cash expenses related to the convertible debt
portion of the prior credit facility and certain other non-qualified
options granted in the fiscal years ended March 31, 2000, March 31,
2001 and March 31, 2002. Additionally, tax deductions to the
Registrant in the estimated amount of approximately $4,400,000
related to the exercise of non-qualified options in the fiscal years
ended March 31, 2002 and March 31, 2003 were not reflected in the
financial statements for prior periods. Adjustments for this deduction
will also be reflected in prior periods as an approximate $1,500,000
reduction in tax liability and a corresponding approximate $1,500,000
increase in shareholder equity.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
CHRISTOPHER C. DOMIJAN 713 621-2245
(2) Have all other periodic reports required under Section 13 or 15(d)of 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 the 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 reasons why a reasonable
estimate of the results cannot be made.
The Registrant expects to report a non-cash adjustment to earnings and
earnings per share for the fiscal year ended March 31, 2004 and prior
fiscal years as a result of the events discussed above. Although
Registrant has reasonably estimated the tax deduction described above,
a reasonable estimate of the other adjustments discussed cannot be
made until the Registrant and the independent auditors complete their
review. Financial statements for the fiscal year ended March 31, 2004
and for prior fiscal years will be restated where necessary to reflect
such adjustments.
NEVADA GOLD & CASINOS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: JUNE 30, 2004 By: /S/ CHRISTOPHER C. DOMIJAN
---------------------------
Christopher C. Domijan
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (SEE 18 U.S.C. 1001).