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):

February 28, 2013

NEVADA GOLD & CASINOS, INC.

(Exact name of registrant as specified in its charter)

(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:

Item 5.02(e).   Compensatory Arrangements of Certain Officers.

On February 27, 2013, Nevada Gold & Casinos, Inc. (the “Company”) entered into a new employment agreement (the “Employment Agreement”) with James J. Kohn.  The Employment Agreement replaces the agreement with Mr. Kohn dated February 4, 2011.

Pursuant to the Employment Agreement, Mr. Kohn will continue to serve as the Company’s executive vice president, chief financial officer and secretary, and will be entitled to, among other things, (i) an annual base salary of $225,000; (ii) vacation and fringe benefits, including the enrollment into any Company’s savings plan and other retirement plans which the Company may adopt in the future; (iii) major medical and health insurance; (iv) reimbursement of his moving and relocation expenses to a new residence in Las Vegas, Nevada; (v) the costs of the sale of his home in Rochester Hills, Michigan, including brokers’ fees, closing costs, title insurance, reasonable attorney’s fees and other incidental customary closing costs (“Relocation Expenses”); and, (vi) a tax equalization allowance related to his Relocation Expenses. If Mr. Kohn voluntarily terminates his employment during the first year of the Employment Agreement he shall promptly reimburse the Company for the pro rata cost of his relocation to Las Vegas. In addition, Mr. Kohn will be eligible for annual bonuses up to 50% of his annual salary for achieving reasonable goals related to Company’s profitability and/or strategic goals established in the first 30 days of the fiscal year by the Company’s board of directors and/or the compensation committee. All stock options previously granted to Mr. Kohn will be subject to the terms and conditions of the Company’s stock option plan.

The Employment Agreement is for a term of two years commencing on March 1, 2013. The Company may terminate Mr. Kohn’s employment at any time without cause during the term of the agreement, but in such case it shall pay him his annual salary, plus pro-rata bonus, accrued vacation and fringe benefits for the remaining term of the Employment Agreement. The Company may terminate Mr. Kohn’s employment for “cause” (as defined in the Employment Agreement) at any time, in which case, Mr. Kohn will be entitled only to his salary, accrued vacation, and fringe benefits through the effective date of his termination. In addition, any unvested stock options shall be forfeited while all granted stock options which have vested will be treated as prescribed under the Company stock option plan. Mr. Kohn may terminate his employment with the Company in the event of a “change of control” (as defined in the Employment Agreement), in which case Mr. Kohn will be entitled to a lump sum amount equal to his annual salary plus pro-rata performance bonus, accrued vacation and fringe benefits. In addition, all granted stock options but not yet vested shall immediately become fully vested.

Mr. Kohn is also subject to a non-competition obligation (except for the metropolitan area of Las Vegas, Nevada) in the event of his termination for “cause.”

There is no arrangement or understanding between Mr. Kohn and any other person pursuant to which Mr. Kohn was selected as the executive vice president, chief financial officer and secretary. Mr. Kohn has no family relationship with any officer or director of the Company or has been involved with a related transaction or relationship as defined by Item 404(a) of Regulation S-K between the Company and him.

The foregoing description of the Employment Agreement is intended to be a summary and is qualified in its entirety by reference to the document, which is attached as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits

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.

INDEX TO EXHIBITS