SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K, ANNUAL REPORT
For the Fiscal Year Ended May 31, l997
Commission File Number 0-10210
Nugget Exploration, Inc.
815 South Durbin St.
Casper, Wyoming 82601
State of Incorporation, Nevada
IRS Employer Identification Number 83-0250943
Securities registered pursuant to Section 12(g) of the Act:
$0.01 Par Value Common Stock
Indicate by check mark whether Registrant (1) has filed
all reports required to be filed by Section 13 of the
Securities Exchange Act of 1934 during the preceeding 12
months and, (2) has been subject to such filing require-
ments for the past 90 days. YES (X) NO ( ).
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of regulation S-K is not contained
herein, or any amendment to this form 10-K, (X)
The aggregate market value of the registrant's voting
stock held as of May 31, l997 by nonaffiliates of the
Registrant was $302,250.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant hereby incorporates by reference into this
10-K report the information in the Registrant's 1997
Annual Report to Security Holders for the year ended
May 31, l997 attached as Exhibit 13.
10-K S-K Description of Item Caption
Item #
Part 1.
1 101 (a)(1) General Development Business
101 (a0(2) Plan of Operation Not Applicable
101 (b) Industry Segments NA
101 (c)(1) Description of Business Business
101(c)(1)(i) Products Produced Business
101(c)(1)(ii) Status of Product NA
101(c)(1)(iii) Available Raw Materials NA
101(c)(1)(iv) Patents, Concessions NA
101(c)(1)(iv) Seasonal Business NA
101(c)(1)(iv) Working capital NA
101(c)(1)(vii) Customer Dependence Business
101(c)(1)(viii)Backlog Orders NA
101(c)(1)(ix) Government Contracts NA
101(c)(1)(x) Competition Competition
101(c)(1)(xi) Research & Development NA
101(c)(1)(xii) Evironmental Regulation NA
101(c)(1)(xiii)Employees NA
101(d) Foreign Operations NA
2 102 Properties Business
3 103 Legal Proceedings None
a N/A Submission to a vote of
Security Holders None
Part 11.
5 201(a) Market Information Stock Price
201(b) Holders Stock Price
201(c) Dividends Stock Price
6 303 Management's Discussion Management's
Discussion
8 N/A Balance Sheet Consolidated
Balance Sheet
N/A Statement of Income Operations
N/A Changes in Financial
Condition Changes in
Financial
Condition
N/A Stockholders' Equity Changes in
Holders'
Equity
302(a) Quarterly Information NA
302(b) Changing Prices NA
302(c) Oil & Gas Activities NA
N/A Accountant Disagreement None
Part 111.
10 401(a) Directors Officers
401(b) Executive Officers Officers
401(c) Significant Employees None
401(d) Family Relationships Officers
401(e)(1) Experience Officers
401(e)(2) Other Directorships Officers
401(f) Legal Involvement None
402(a)(1) Cash Compensation Compensation
402(a)(2) Bonus, Deferred Comp. None
402(b)(1) Compensation Plans None
402(b)(2) Pension Table NA
402(b)(3) Pension Disclosure NA
402(b)(4) Stock Options & Rights NA
402(c) Other Compensation Compensation
402(d)(1) Director's Compensation Compensation
402(d)(2) Other Arrangements None
402(e) Termination & Control NA
403(a) Beneficial Owners Management
403(b) Management Ownership Management
403(c) Changes in Control none
404(a) Management Transactions Transactions
404(b) Business Relationships Transactions
404(c) Management Indebtedness None
404(d) Promoter Transactions NA
Part IV
Item 14 Exhibits, Financial Statements
(a)(1) Financial Statements
Report of the Treasurer
Consolidated Balance Sheets
Consolidated Statement of Operations
Changes in Stockholders Equity
Changes in Financial Position
Notes to Consolidated Statements
(a)(2) Schedules:
Report of the Treasurer
IV Indebtedness to Related Parties
V Property
IX Short-term Borrowings
All other Schedules have been omitted since
the required information is set forth in the
Consolidated Financial Statements, is not
present in the accounts, or is not required
under exception of Rule 5.04.
(b) 8-K Reports:
None
(c) Exhibits:
3 - Articles of Incorporation and Bylaws
incorporated by reference to
Registration Statement No. 2-74955-D.
13 - 1997 Annual Report to Security Holders.
25 - Power of Attorney.
SIGNATURES
Pursuant to the requirements of Paragraph 13 of the
Securities Exchange Act of 1934, the Registrant duly has
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 12, l997
Nugget Exploration, Inc.
a Nevada Corporation
By John W. MacGuire
John W. MacGuire, Principal
Executive Officer
By Mary C. MacGuire
Mary C. MacGuire, Principal
Financial Officer and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the date indicated:
Date Name and Title Signature
August 12, l997 John W. MacGuire John W. MacGuire
August 12, l997 Mary C. MacGuire Mary C. MacGuire
By John W. MacGuire
John W. MacGuire
Attorney-in-Fact
NUGGET EXPLORATION, INC. 1997 ANNUAL REPORT
For Fiscal Year Ended May 31, l997
<TABLE>
FINANCIAL HIGHLIGHTS
Nugget Exploration, Inc. and Subsidiaries
<CAPTION>
Unaudited Year Ended May 31,
1996 1997
<S> <C> <C>
Revenues - 0 - - 0 -
(Loss) from Operations 17,167 12,627
(Loss) per common share 0.001 0.001
Total Assets 665,851 658,484
Long Term Obligations 613,384 613,384
Shares Outstanding 15,006,000 15,005,500
</TABLE>
CONTENTS
Financial Highlights
President's Message
Business
Properties
Mangement's Discussion & Analysis of Operations
Treasurer's Report
Consolidated Balance Sheets
Consolidated Statement of Operations
Consolidated Statement of Changes in Financial Position
Consolidated Statement of Changes in Stockholder Equity
Corporate Data
Stock Prices
Voting Securities and Principal Shareholders
Executive Officers and Compensation
PRESIDENT'S MESSAGE
There has been little activity to report for the past
fiscal year other than an exploratory lease taken by
Newmont Gold on the Lewiston property in Fremont County.
Wyoming.
The State of Wyoming is planning to use federal Abandoned
Mine funds to do reclamation work on the Rock Creek
property, also in Fremont County. The work will reclaim
areas disturbed by a previous owner. Nugget has satisfied
all of its reclamation obligations. When the work is
completed, Management is hopeful that the property will
be sold.
John W. MacGuire
John W. MacGuire
President
BUSINESS
Nugget Exploration, Inc. (Company) was incorporated in Nevada
on July 24, l980 by John W. MacGuire, the Company's President.
Mr. MacGuire and his wife, Mary C. MacGuire, contributed their
interest in various mining properties for what constitutes
about 25% (3,687,000 shares) of the Company's now outstanding
stock. The remaining outstanding stock was issued for (i)
interests in various mining properties, (ii) funds received
from private placements, (iii) funds received in the Company's
1982 public offering and (iv) the purchase of 200,000 shares
by employees.
The Company was organized to engage in the business of locating,
acquiring, testing, exploring and mining gold, silver, uranium
and other mineral properties. The Company also may engage in
the exploration for oil, gas and coal. The Company now holds
property interests in the United States. In addition to its
current properties, the Company may acquire interests in other
mining properties for exploration, and if it appears warranted,
development and mining, or in some cases for resale or joint-
venture.
Supplies and Equipment
The sources and availability of supplies and equipment
essential to the Company's business are only limited
to the extent that major mining supply firms are unable
to provide the Company with the supplies it needs to
conduct its business.
Competition
The mining industry in which the Company is engaged is in
general, highly competitive. Competitors include well
capitalized mining companies, and other companies having
resources far greater than those of the Company. The Company
encounters competition from these sources when attempting
to acquire additional mineral interests. The Company's
competitive position in the mineral industry is insignificant.
If minerals are discovered under the properties or leases in
which the Company owns interest, the availibility of ready
markets for such mineral will depend upon a number of factors
beyond the Company's control including the effect of federal
and state regulations upon the extraction of minerals.
Environmental Regulation
The Company has satisfied all reclamation requirements on
all of its properties.
UNITED STATES PROPERTIES
Wyoming Gold Claims
The Company holds sixteen patented mining claims in the
Atlantic City-South Pass Mining district and nineteen
patented mining claims in the Lewiston Mining District,
Fremont County, Wyoming.
Due to the strong opposition of environmentalists to mining
activities in the area and the increased recreational value
of the Fremont County properties, the Company has offered
them for sale. They are so identified on the Balance
Sheet.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company had a negative working capital of about
$641,352 at May 31, l997, the end of its fiscal year.
Current operations are being sustained by borrowings from
John W. MacGuire and Mary C. MacGuire, who are officers of
the Company. The Company"s ability to develop properties
depends upon management's success in obtaining additional
sources of financing through bank loans, joint ventures,
sales of properties and other arrangements. See
Treasurer's Report.
Results of Operations, 1997 compared to 1996
The net loss of approximately $12,627 in 1997 was less than
the $17,176 loss in 1996 and was due primarily to overhead
expense.
Results of Operations, 1996 compared to 1995
The net loss of approximately $17,176 in 1996 was less than
the loss of $2,768 in 1995 and was due primarily to the
abandonment of mining concessions.
Results of Operations, 1995 compared to 1994
The net loss of approximately $2,058 in 1995 is less than
the loss of $4,768 in 1994 due to a reduction in general
and administrative expense.
TREASURER'S REPORT
To the Board of Directors and Stockholders, Nugget
Exploration, Inc.
Due to financial restraints, a request was made to the
Securities and Exchange Commission for an exemption under
Rule 3-11 of Regulation S-X from the requirement of audited
financial statements for the fiscal year ended May 31, l985.
That permission was granted. Since the Company has been
operating in a similar mode during the fiscal years ended
May 31, l986 through 1997, the financial statements for
these years in this report are also unaudited but include
all adjustments which are, in the opinion of management,
necessary to present fairly the information set forth herein.
As discussed in Note 3, the Company's assets at May 31, l997
consist of mining claims. The ultimate recovery of the
Company's investment in mining claims is dependent upon
their disposition in a manner favorable to the Company.
These matters are contingent upon future events which cannot
be determined at this time.
As shown in the financial statements, the Company incurred a
net loss of $12,627 for the year ended May 31, l997 and as
of that date, the Company's liabilities exceeded its current
assets by $596,361.
M. C. MacGuire, Treasurer
August 20, l997
<TABLE>
NUGGET EXPLORATION, INC. (a development stage enterprise
as defined in SFAS7) CONSOLIDATED BALANCE SHEETS (unaudited)
<CAPTION>
ASSETS
May 31 May 31
1996 1997
Current Assets
<S> <C> <C>
Cash 150 159
Properties Held for Sale 665,701 658,326
Total Assets 665,851 658,484
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
<S> <C> <C>
Short-Term Debt, Officers 50,220 54,592
Short-Term Debt, Officer 14,102 14,102
Accounts Payable 113,133 114,071
Accrued Payroll 418,750 418,750
Short Term Debt 35,366 35,366
Other 4,580 4,580
Total Current Liabilities 636,151 641,461
Long-Term Liabilities
Long-Term Debt, Officers 155,203 155,203
Long-Term Debt,Officer 400,756 400,756
Long Term Debt, Other 57,425 57,425
Stockholders' Equity
Common Stock $0.01 par value
Authorized 50,000,000 shares 150,060 150,060
Issued and Outstanding
15,006,000 3,201,741 3,201,741
Treasury Stock 50
Capital in Excess of Par
Value (3,935,485) (3.948,112)
Deficit Accumulated during
Development Stage (583,684) (596,361)
665,851 658,484
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<TABLE>
NUGGET EXPLORATION, INC. (a development stage enterprise as
defined in SFAS7) STATEMENT OF OPERATIONS (unaudited)
<CAPTION>
Cumulative
7-24-80
(Inception
May 31, 1996 May 31, 1997 to 5-31-97
Compiled<F1>
<S> <C> <C> <C>
tOTAL REVENUES - 0 - - 0 - 133,239
_______ _______ ________
Cost & Expense
General Administrative 50 (12,627) (1,176,053)
Project Expense 0 0 ( 34.697)
Depreciation & Amortization 0 0 ( 103,799)
Interest 0 0 ( 189,885)
Loss on Abandonment of
Mining Claims & Leases, Net (17,217) 0 (2,484,649)
Abandonment of Equipment 0 0 ( 79,641)
_______ _______ _________
Total Cost & Expense (17,167) (12,627) (4,081,351)
_______ ______ _________
Net Loss (17,167) (12,627) (3,948,112)
Weighted Average Number of
Common Shares Outstanding 15,006,000 15,006,000
Net Loss Per Common Share (.001) (.001)
<FN>
<F1>
See Treasurer's Report
The accompanying notes are an integral part of the
consolidated financial statements
</FN>
</TABLE>
<TABLE>
NUGGET EXPLORATION, INC. (a development stage enterprise as
defined in SFAS7)
<CAPTION> May 31, 1996 May 31, 1997 Cumulative
7/24/80
(Inception
to 5-31-97
Compiled)<F1>
<S> <C> <C> <C>
Working Capital Applied to:
Net Loss (17,167) (12,627) (4,321,771)
Items not Providing (Requir-
ing) Working capital:
Depreciation, Amortization 0 0 103,799
Gain on sale, Properties 0 0 -19,314
Gain on sale, Equipment 0 0 -6,168
Loss on Abandonment and
Impairment, Mining Claims 17,217 0 2,860.397
Loss on Sale, Abandonment
of Equipment 0 0 79,641
Working Capital Used in ________ ________ ___________
Operations 50 (12,627) (1,303,416)
________ ________ ___________
Investment in Chilean
Gold Concessions 0 0 (1,875,933)
Peruvian Gold Concessions 0 0 (17,055)
Property & Equipment (5,487) (2,625) (2,068,803)
Deposit on Equipment 0 0 (82,100)
Organization Expense 0 0 (8,713)
Reduction, Long Term Debt 0 0 (15,291)
Reduction, Capitalized
Lease Obligations 0 0 (18,078)
_________ ________ ___________
(5,437) (15,252) (5,389,389)
Working Capital Provided:
Issuance, Common Stock 0 0 3,333,201
Issuance, Stock Warrants 0 0 100
Sale of Property 0 0 200,000
Sale, Equipment 0 0 29,345
Decrease, Equipment Deposit 0 0 4,700
Lease of Properties 0 10,000 106,400
Capitalized Lease
Obligations 0 0 18,078
Long Term Debt 0 0 677,114
Foreign Currency Adjustment 0 0 373,659
Other 0 (49) 5,440
_________ ________ __________
4,748,037
Increase (Decrease) in
Working Capital (5,301) (641,352)
Changes in Component of
Working Capital
Increase (Decrease) in
Current Assets
Cash (7) 9
(Increase) Decrease in
Current Liabilities
Short-Term Debt, Officers (2,197) (4,372) (54,592)
Short-Term Debt, Officer 0 0 (14,102)
Short-Term Debt, Other 0 0 (35,366)
Accounts Payable (3,233) (938) (114,071)
Accrued Payroll 0 0 (418,750)
Other 0 0 (4,580)
__________ _________ __________
(5,430) (5,310) (641,352)
Increase (Decrease) in
Working capital (5,437) (5,301)
Working Capital (Deficit)
Beginning of Period (630,641) (636,051)
Working Capital (Deficit)
End of Period (636,051) (641,352)
<FN>
<F1>
See Treasurer's Report
</FN>
</TABLE>
<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
NUMBER PAR VALUE SUBSCRIBED CAPITAL IN CUMULATIVE DEFICIT
OF SHARES EXCESS OF FOREIGN ACCUMULATED
PAR VALUE CURRENCY DURING
ADJUSTMENT DEVELOPMENT
<S> <C> <C> <C> <C> <C> <C>
Inception
7-24-1980
Issuance
Property 3,240,000 32,400 0 172,644 0 0
For Cash 736,000 7,360 0 64,640 0 0
Private
Offering 3,000,000 30,000 0 720,000 0 0
Expense 0 0 0 (18,854) 0 0
Net loss (163,169)
Stock
Subscript.
Shares 80,000 0 20,000 0 0 0
For Cash 800 (20,000 19,200 0 0
Public
Offering 5,000,000 50,000 0 2,450,000 0 0
Expense 0 0 0 (482,517) 0 0
Properties 800,000 8,000 0 241,528 0 0
Warrant 0 0 0 100
Net Loss 0 0 0 0 0 (460,922)
For Cash 200,000 2,000 0 26,000 0
100,000 1,000 0 9,000 0
Balance
5-31-96 15,006,000 150,060 0 3,201,741 0 (3,935,485)
Treasury
Stock 0 0 0 0 0 (50)
Net Loss 0 0 0 0 0 (12,627)
Balance
5-31-97 15,006,000 150,060 0 3,201,741 0 (3,948,162)
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Formation and Operation of the Company:
Nugget Exploration, Inc. (Company) was incorporated under
the laws of Nevada on July 24, 1980 for the purpose of
exploring for and developing uranium, gold and other
mineral properties. The Company has had limited operations
to date and its activities have consisted primarily of
raising equity capital and the acquisition and exploration
of mineral properties; accordingly, the Company is considered
to be a development stage enterprise as defined in SFAS7.
Current operations are being funded by borrowings from the
Company's officers.
The Company has incurred operating losses since its
inception and has an excess of liabilities over assets of
$596,361 at May 31, l997.
2. Summary of Significant Accounting Policies:
Principals of Cpnsolidation:
The consolidated financial statements include the accounts
of Nugget Exploration, Inc. and its wholly owned
subsidiaries, Carahue North, Inc. and Compania Minera
Nugget Chile, Limitada. All significant intercompany
accounts and transactions have been eliminated.
Translation of Foreign Currencies:
Foreign exchange gains and losses are recorded as a
component of stockholder's equity.
Mining Claims:
The Company defers costs directly attributable to the
acquisition and exploration of mineral properties,
pending a decision as to the commercial profitability
of projects and also defers the cost of subsequent
development of the mining properties. If commercially
profitable ore reserves are developed, the deferred
costs are amortized to expense on the unit-of-
production method when the Company commences mining
operations. Upon abandonment or sale of projects, all
deferred costs relative to the specific project are
expensed in the year abandoned or sold.
Mining claims are assessed periodically on a property-
by-property basis to determine whether they have been
impaired. Costs are charged to operations at the time
the assessment indicates an impairment has occurred..
Other Property and Equipment and Related Depreciation:
Other Property and Equipment is stated at cost and is
depreciated using the straight-line method over
estimated useful lives of three to ten years.
Maintenance and repairs are charged to operations as
incurred. Renewals and betterments are capitalized.
Gains and losses on dispositions are included in
operations.
Organization Costs:
Organization costs are capitalized and amortized over
five years.
Loss Per Common Share:
Loss per common share is based upon the weighted
average number of shares outstanding during the period.
<TABLE>
3. PROPERTY:
<CAPTION>
May 31, l996 May 31, l997
<S> <C> <C>
Mining claims $665,701 $658,326
</TABLE>
The Company believes that it generally has good title
to all its mining properties. The recovery of the
Company's investment in mining claims is dependent
upon the successful sale of these properties.
<TABLE>
4. SHORT TERM DEBT:
<CAPTION>
Short term debt at May 31, l997 consists of the following:
<S> <C>
Short-term debt payable to Company officers $54,592
Short-term debt payable to an officer 14,102
Short-term debt payable to Natrona Service,
Inc. owned by officers of the Company 35,366
Other short-term debt 4,580
_______
108,640
</TABLE>
<TABLE>
5. LONG TERM DEBT;
<CAPTION>
Long-term debt at May 31, l997 consisted of the following:
<S> <C>
Note payable to officers of the Company,
interest at 12% per annum due 5-31-99 $155,203
Notes payable to an officer of the
Company, interest at 11% to 12.75%
due 5-31-2000 to 2002 400,756
Obligation to an individual in 169
ounces of gold from production 30,000
Note payable to an individual bearing
interest at 2% over prime due 5-31-2002 5,090
Note payable to an individual bearing
interest at 2% over prime due 7-24-2001 22,335
_______
613,384
</TABLE>
<TABLE>
6. Income Taxes:
As of May 31, 1997 the Company has estimated net operating
loss carryforewards available in the United States for
offset against future taxable income, which, if not used,
will expire as follows:
<CAPTION>
Net Operating Loss Year Expires
<S> <C>
515,000 1997
626,000 1998
174,000 1999
139,000 2000
82,000 2001
63,000 2002
90,000 2003
85,471 2004
399,925 2005
59,048 2006
14,498 2007
1,914,238 2008
4,768 2009
2,058 2010
17,167 2011
12,627 2012
</TABLE>
7. Incentive Stock Option Plan:
The Company's Incentive Stock Option Plan expired 12-3-96.
No options had been granted.
8. Related Party Transactions:
Since the inception of the Company, the president and
treasurer of the Company had advanced money to the Company
without collateral and paid certain expenses for the Company
which in the aggregate, approximate $624,500. The Company
has repaid approximately #463,000 of the above including
interest thereon at 2% above prime.
On May 31, l984, the Company entered into a nontransferable,
convertable, subordinated promissory note with the president
and treasurer of the Company in the amount of $155,203. The
note bears interest at 12% with principal and accrued
interest due May 31, 1999. The note is completely or
partially convertable into shares of the Company's $0.01 par
value common stock at the rate of $0.19 per share. If the
note is fully converted by the due date, no interest will be
paid.
CORPORATE DATA
STOCK PRICES
On February 22, l982, the Company completed a public
offering of 5,000,000 units consisting of one share of the
Company's common stock and a warrant to purchase one fifth
of a share of the Company's common stock. On January 12,
1984, the warrants expired without being exercised. The
Company's stock is traded over-the-counter; symbol NUGT.
As of May 31, l997, the Company had approximately 634
shareholders of record. Since inception, the Company
has not paid dividends on its common stock and there are
no plans to pay any dividends in the foreseeable future.
During the reporting year, the Company's stock price
averaged $0.028.
Officers and Directors and Principal Occupation:
John W. MacGuire, President & Director, Chief Executive
Officer of the Company.
Delores H. MacQueen, Secretary & Director, Officer of
the Company.
Mary C. MacGuire, Treasurer & Director, Officer of the
Company.
Transfer Agent: American Securities Transfer, Inc. 1825
Lawrence Street, Denver, Colorado 80202.
Corporate Office: 815 South Durbin Street, Casper,
Wyoming, 82601, Phone 307-234-9151.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS,
SECURITY OWNERSHIP AND MANAGEMENT
On May 31, l997, the Company had 15,006,000 shares of
its $0.01 par value common stock issued and outstanding.
The following persons are the only persons known to the
Company who on May 31, l997 owned beneficially more than
5% of the Company"s $0.01 par value common stock, its
only class of outstanding voting securities. These two
persons are also, at this time, its directors and officers.
<TABLE>
Beneficial Ownership
<CAPTION>
Name & Address Shares Owned Percent of Class
<S> <C> <C>
John w. MacGuire 1,852,000 <F1> <F2> <F3> 12%
815 S. Durbin St.
Casper, WY 82601
Mary C. MacGuire 1,860,000 <F2> <F3> 12%
815 S. Durbin St.
Casper, WY 82601
_____
24%
<FN>
<F1>
Includes 25,000 shares owned by Mr. MacGuire's daughter.
<F2>
John W. MacGuire and Mary C.MacGuire are husband and wife
and thus each may be deemed to have shared voting and
investment power over shares owned by the other.
<F3>
John W.and Mary C. MacGuire hold a nontransferable,
convertable subordinated promissory note from the
Company which may be converted into 816,858 shares
at any time.
</FN>
</TABLE>
EXECUTIVE OFFICERS AND COMPENSATION
John W. MacGuire has been president since 7-24-80.
He is 72 years old . His principal occupation for
the last five years has been chief executive officer
of the Company. He may be deemed to be a control
person.
Mary C. MacGuire has been treasurer since 8-20-82.
She is 67 years old. Her principal occupation is
accounting.
Delores H. MacQueen has been secretary since 7-1-94.
John W. MacGuire and Mary C. MacGuire are husband and
wife. There are no arrangements or understandings
pursuant to which any of the officers and directors
are selected as officers or directors. No director
is a director of any other public company.
The Company did not hold an Annual Meeting during
the fiscal year ended May 32, l997.
During the fiscal year ended May 31, l997, the Company
had two directors' meetings. The Company has no
standing audit, nominating or compensation committees.
EXECUTIVE COMPENSATION
Cash Compensation
No cash compensation was paid by the Company to any
officer during the fiscal year ended 5-31-97.
However, the Company owes $418,750 to Mr. MacGuire in
salery accrued in prior periods.
Other Compensation
The Company pays incidental compensation to executive
officers from time to time, consisting primarily of
reimbursements for business related activities on
behalf of the Company.
Compensation of Directors
The Company's directors were not paid any remuneration
in their capacity as directors during the fiscal year
ended May 31, l997.
CERTAIN TRANSACTIONS
As of May 31, 1984, the Company owed a total of $155,203
to John W. MacGuire and his wife, Mary C. MacGuire for
net amounts advanced to the Company by them plus
interest charged at 2% over prime at the end of each
month on balance outstanding from time to time over the
previous several years. The Company considers that the
interest charged was as favorable to the Company as
could have been obtained from an unaffiliated party.
The Company issued effective May 31, 1984 a five year
nontransferrable, subordinated promissory note in the
principal amount of $155,203 bearing 12% interest per
annum and the principal amount convertable at $0.19 per
share to Mr. and Mrs. MacGuire to evidence this Company
obligation. This note has been renewed and will come
due at May 31, 1999.
The Company's secretary holds five nontransferrable,
subordinated promissory notes as follows: $13,063 at
11% due May 31, 2000: $69,254 at 2% over prime due
February 28. 2001, $59,860 at 2% over prime due
January 15, 2002, $19,730 at 12% due May 29, 2002 and
$238,849 at 12.75% due March 7, 2001. The notes are
completely or partially convertable into shares of the
Company's $0.01 par value common stock at the rate of
$0.06, $0.045, $0.09, $0.085 and $.05 per share
respectively.
COMPANY ACCOUNTANTS
Pursuant to Rule 3-11 of Regulation S-X, the Company
did not engage an independent auditor for the fiscal
year ended May 31, l997.
1997 ANNUAL REPORT ON FORM 10-K
THE COMPANY'S 10-K REPORT FOR 1997 CONSISTS PRIMARILY
OF CROSS REFERENCES TO INFORMATION IN THE COMPANY'S
ANNUAL REPORT TO SHAREHOLDERS. SHAREHOLDERS WHO WISH
TO OBTAIN WITHOUT CHARGE, A COPY OF THE COMPANY'S 10-K
REPORT FOR THE YEAR ENDED MAY 31, l997 AS FILED WITH
THE SECURITIES EXCHANGE COMMISSION, SHOULD ADDRESS A
WRITTEN REQUEST TO; Nugget Exploration, 815 South
Durbin Street, Casper, Wyoming 82601.
Carahue North, Inc. incorporated in Canada using the
business name, Carahue North, Inc.
Compania Minera Nugget-Chile, Limitada, incorporated
in Chile using the business name, Compania Minera
Nugget-Chile, Limitada, owned 99% by Registrant and
1% by John W. MacGuire, as required by Chilean law.
Each person whose signature appears below
constitutes and appoints John W. MacGuire and Mary
C. MacGuire and each of them, his or her true and
lawful attorneys-in-fact and agents with full power
of substitution, for him or her in his or her name,
or her name, place and stead, in his or her capacity
as an officer, director or both of Nugget Exploration,
Inc., a Nevada corporation, (Nugget), to sign the
Form 10-K Report of Nugget for the year ended May
31, 1997, and any and all amendments thereto and to
file the same with all exhibits thereto and other
documents in connection therewith, with the United
States Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each
and every act and thing requisite or necessary to be
done in and about the premises,as fully to all intents
and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said
attorneys-in-fact or agents or any of them, or their
or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES, TITLE AND DATE
John W. MacGuire
John W. MacGuire, Principal Executive Officer 8-25-97
President and director
Mary C. MacGuire
Mary C. MacGuire, Principal Financial Officer 8-25-97
Treasurer, Director and Principal Accounting Officer
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
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<SECURITIES> 0
<RECEIVABLES> 0
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<PP&E> 732,296
<DEPRECIATION> 73,970
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0
0
<COMMON> 150,060
<OTHER-SE> 3,201,741
<TOTAL-LIABILITY-AND-EQUITY> 658,484
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