UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Nugget Exploration, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
669903 30 4
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(CUSIP Number)
Ken Kurtz, 2133 East 9400 South, Suite 151, Sandy, Utah 84093
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(Name, address and telephone number of person authorized to receive
notices and communications)
November 30, 1998
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(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 that is subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box ( ).
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Potential persons who are respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
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PAGE 2 OF 6
SCHEDULE 13D
CUSIP No. 669903 30 4
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1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
First Avenue, Ltd.-87-0569161
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) ( )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
PF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
First Avenue, Ltd. is organized under the laws of the State of Utah as a
limited partnership.
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7) SOLE VOTING POWER
First Avenue, Ltd. - 48,710 (1.0%)
NUMBER OF
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH 448,710 (9.1%)
REPORTING
PERSON WITH ------------------------------------------------------
9) SOLE DISPOSITIVE POWER
First Avenue, Ltd. - 48,710 (1.0%)
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10) SHARED DISPOSITIVE POWER
448,710 (9.1%)
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
First Avenue, Ltd. - 48,710 shares (Directly owned)
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
First Avenue, Ltd. - 1.0%
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14) TYPE OF REPORTING PERSON
First Avenue, Ltd. - PN
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PAGE 3 OF 6
SCHEDULE 13D
CUSIP No. 669903 30 4
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1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Ken Kurtz - ###-##-####
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( )
(B) ( )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
PF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e). ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ken Kurtz is a US citizen.
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7) SOLE VOTING POWER
Ken Kurtz - 400,000 (8.1%)
NUMBER OF
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH 448,710 (9.1%)
REPORTING
PERSON WITH ------------------------------------------------------
9) SOLE DISPOSITIVE POWER
Ken Kurtz - 400,000 (8.1%)
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10) SHARED DISPOSITIVE POWER
448,710 (9.1%)
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Ken Kurtz - 400,000 shares (Directly owned)
48,710 shares (Indirectly owned through First Avenue, Ltd.)
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Ken Kurtz - 8.1%
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14) TYPE OF REPORTING PERSON
Ken Kurtz - IN
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PAGE 4 OF 6
Item 1. Security and Issuer
This statement relates to common stock, par value $0.01 per share, of Nugget
Exploration, Inc. ("Common Stock"). Nugget Exploration ("Nugget" or the
"Issuer") is a Nevada corporation with principal executive offices at 815
South Durbin Street, Casper, Wyoming 82601.
Item 2. Identity and Background
(a) This statement is filed by First Avenue, Ltd., a limited partnership
organized under the laws of the State of Utah and Ken Kurtz, an
individual and general partner of First Avenue, Ltd.
(b) The business address for both First Avenue, Ltd. and Ken Kurtz is 2133
East 9400 South, Suite 151, Sandy, Utah 84093.
(c) The principal business of First Avenue, Ltd. is investment management.
Ken Kurtz is a General Partner of First Avenue, Ltd. and also the
president of Park Street Investments, Inc.
(d) During the last five years, First Avenue, Ltd. and Ken Kurtz have not
been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors)
(e) During the last five years, First Avenue, Ltd. and Ken Kurtz was not
party to a civil proceeding that resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) First Avenue, Ltd. is a limited partnership organized in the State of
Utah. Ken Kurtz is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
On June 22, 1998, First Avenue, Ltd. received 15,100,000 shares of restricted
Common Stock (the "Shares") of the Issuer in exchange for $15,100.00, pursuant
to a Consulting Agreement dated March 5, 1998. First Avenue, Ltd. received
the Shares as a designee of Park Street Investments, Inc., a Utah corporation.
Ken Kurtz is a general partner of First Avenue, Ltd. and the president of Park
Street Investments, Inc.
On October 19, 1998 the Issuer effected a 1-for-310 reverse stock split on its
issued and outstanding common stock. All fractional shares were to be rounded
up to the nearest whole share. The 15,100,000 Shares owned by First Avenue,
Ltd. became 48,710 shares if restricted Common Stock after the 1-for-310
reverse split.
On November 30, 1998 the Issuer executed a Settlement Agreement with Park
Street Investments, Inc. Also on November 30, 1998 the Issuer authorized
400,000 shares to be issued pursuant to a new Consulting Agreement dated
November 30, 1998 between the Issuer and Ken Kurtz, to be registered on Form
S-8 with the Securities and Exchange Commission ("SEC").
Item 4. Purpose of Transaction
Please see Item 3, "Source and Amount of Funds or Other Consideration", above.
Mr. Kurtz and First Avenue, Ltd. will assist the Issuer in locating a new
business venture. No new business venture has been identified.
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PAGE 5 OF 6
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may
be found in rows 11 and 13 of the cover pages.
(b) The powers each person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through
10 of the cover page.
(c) There were no transactions in the class of securities reported on that
were effected during the last sixty days aside from those discussed
herein.
(d) No person aside from the reporting persons listed herein has the right
to receive or power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Issuer entered into a Consulting Agreement dated March 5, 1998 with Park
Street Investments, Inc., a Utah corporation, whereby Park Street Investments,
Inc. is to provide consulting services to the Issuer. Nugget issued
15,100,000 restricted shares of the common stock of Issuer to First Avenue,
Ltd., a designee of Park Street Investments, Inc., in exchange for $15,100.00.
The Issuer entered into a Settlement Agreement dated November 30, 1998 with
Park Street Investments, Inc., whereby Park Street Investments, Inc. and/or
its designees, be allowed to keep the restricted shares issued pursuant to
March 5, 1998 Consulting Agreement and also be entitled to any cash fee it is
able to achieve from a reorganization.
The Issuer entered into a Consulting Agreement dated November 30, 1998 with
Ken Kurtz, an individual, whereby Mr. Kurtz is to provide consulting services
to the Issuer. Nugget authorized 400,000 shares to be issued to Ken Kurtz, to
be registered on Form S-8 with the Securities and Exchange Commission ("SEC"),
pursuant to the Consulting Agreement dated November 30, 1998 between the
Issuer and Ken Kurtz.
Item 7. Material to Be Filed as Exhibits.
Consulting Agreement dated March 5, 1998 between Nugget Exploration, Inc. and
Park Street Investments, Inc., incorporated herein by reference from the
previous Schedule 13D dated June 22, 1998 and filed with the SEC on July 6,
1998.
Settlement Agreement dated November 30, 1998 between Nugget Exploration, Inc.
and Park Street Investments, Inc., attached hereto as Exhibit "A" and
incorporated by reference herein.
Consulting Agreement dated November 30, 1998 between Nugget Exploration and
Ken Kurtz, attached hereto as Exhibit "B" and incorporated by reference
herein.
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PAGE 6 OF 6
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.
First Avenue, Ltd. Ken Kurtz
/s/ Ken Kurtz /s/ Ken Kurtz
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Ken Kurtz, General Partner Ken Kurtz, an individual
Dated: 12/14/98 Dated: 12/14/98
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U. S.C. 1061).
EXHIBIT "A"
SETTLEMENT AGREEMENT
This Settle Agreement ("Agreement") is made effective this 30th day of
November 1998, by and between, Park Street Investments, Inc. ("Consultant"), a
Utah corporation with offices located at 2133 E 9400 S Suite 151, Sandy, Utah
84093 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with
offices located at 815 South Durbin St. Casper, Wyoming 82601 with respect to
the following:
RECITALS
WHEREAS, Consultant and Client entered into a consulting agreement dated
March 5, 1998 ("Consulting Agreement") whereby Consultant was to provide a
variety of consulting services ("Consulting Services") to client in exchange
for certain consideration as specified in such Consulting Agreement which is
attached herewith as Exhibit "A".
WHEREAS, Consultant performed certain services to Client and not others
and Client wishes to enter into a separate contract with other parties for the
performance of the services not performed by Consultant under the Consulting
Agreement and for additional services; and
WHEREAS, Consultant and Client wish to enter into this Agreement to
describe compensation to be received by Consultant for services performed
under the Consulting Agreement and to declare the services performed by
Consultant to have been rendered and paid in full and to further terminate the
Consulting Agreement subject to certain conditions as described herein;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which is expressly acknowledged, Client and
Consultant agree as follows:
1. Settlement.
a. For services conducted by Consultant in connection with assisting
Client in effecting a reverse stock split, consulting with Client
with regards to a possible reorganization structure and in
introducing companies to Client for a possible reorganization and
for Consultant's investment into Client of $15,100, Client shall
be allowed to keep the fifteen million one hundred thousand
(15,100,000) pre-310-to-1-reverse-split shares of Client's
restricted common stock issued earlier.
b. Consultant shall also be entitled to any cash fee that it is able
to achieve from the Reorganization Candidate or its designees.
2. Conditions
a. This Settlement Agreement is subject to Client entering into a
separate services agreement with Ken W. Kurtz ("Kurtz") and
payment of any consideration by Client to Kurtz as specified under
such agreement.
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b. This Settlement Agreement is further subject to Client completing
a transaction with parties introduced to Client by Consultant and
further upon Client's sale of its assets that were existing at the
time of the March 5, 1998 Agreement.
3. Miscellaneous
a. The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the parties hereto. This Agreement represents
the entire Agreement between the parties hereto, and supersedes
any prior agreements with regards to the subject matter hereof.
This Agreement may be executed in any number of facsimile
counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement
constitutes a valid and binding obligation of the parties hereto
and their successors, heirs and assigns and may only be assigned
or amended by written consent from the other party.
b. No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement. From time to time, each party will
execute additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this Agreement
shall be controlled by binding arbitration in the State of Wyoming
under the rules then obtaining of the American Arbitration
Association. Such arbitration ruling shall be final and binding
amongst the parties herein. If any action is brought to enforce
or interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees,
court costs, and other costs incurred in proceeding with the
action from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
herein above written.
Nugget Exploration, Inc. Park Street Investments, Inc.
/s/ Tyson Schiff /s/ Ken Kurtz
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Tyson Schiff, President Ken Kurtz, President
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EXHIBIT "B"
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30th day
of November, 1998 by and between, Ken W. Kurtz ("Consultant"), an individual
residing in Utah with offices located at 2133 E 9400 S Suite 151, Sandy, Utah
84093 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with
offices located at 815 South Durbin St. Casper, Wyoming 82601 with respect to
the following:
RECITALS
WHEREAS, Consultant is in the business of providing general business
consulting services to privately held and publicly held corporations; and
WHEREAS, Client desires to retain Consultant to assist Client with such
services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which is expressly acknowledged, Client and
Consultant agree as follows:
1. Engagement of Consultant. Consultant agrees to use its best efforts to
assist Client:
a. In strategic planning, market research and in negotiating with and
hiring qualified professionals to assist the Company in
determining new markets and opportunities for the Company's
current and future products and services;
b. with various forms of document preparation including preparation
of employment agreements, contracts and securities filings such as
those needed by Client on Form 10-KSB, Form 10-QSB, and Form 8-K;
c. in preparing and filing other documents with the necessary State
and Federal regulatory bodies as is required by law;
d. in preparing the correspondences required by the NASD, Depository
Trust Corporation ("DTC"), CUSIP Bureau, Client's Transfer Agent;
e. in identifying professionals to assist the Company in preparing
financial statements and obtaining an audit on the financial
statements in accordance with U.S. GAAP standards by an accounting
firm with SEC peer review;
f. in finding an attorney to provide any necessary legal assistance
and opinions as required or if requested;
g. in the preparation of corporate resolutions, and other
correspondences necessary to fulfill its obligations under this
Agreement, including Board and shareholder resolutions.
All of the foregoing services collectively are referred to herein as the
"Consulting Services."
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2. Compensation. Client shall compensate Consultant as follows for
consulting services ("Consulting Services") to be rendered pursuant to
this Agreement which Client acknowledges consultant as having already
substantially performed:
a. Consultant shall issue to Client, four hundred thousand (400,000)
shares of Client's common stock.
b. All shares issued to Consultant pursuant to this Agreement shall
be free-trading and registered on a Form S-8 registration
statement which Client undertakes to file immediately upon
execution of this Agreement. Client further agrees to file a
post-effective amendment with a resale prospectus as is deemed
necessary by counsel.
3. Term of Agreement, Extensions and Renewals.
a. This Agreement shall be in effect for a period of one year from
the date herein. This Agreement may be extended on a month to
month basis (the "Extension Period") by mutual agreement of the
parties executed in writing specifying the compensation for the
Extension Period.
b. In the event of early termination, Client shall be obligated for
any amounts due under this agreement. Such notice of either
extension or termination shall be in writing and shall be
delivered via U.S. certified mail, when applicable, effective ten
(10) days after delivery to the other.
4. Expenses. Each party shall be responsible for its own expenses for the
Consulting Services herein.
5. Due Diligence. Client shall supply and deliver to Consultant all
information as may be reasonably requested by Consultant to enable
Consultant to make an investigation of the Client and its business
prospects, and they shall make available to Consultant names, addresses,
and telephone numbers as Consultant may need to verify or substantiate
any such information provided.
6. Best Efforts Basis Consultant agrees that it will at all times, to the
best of its experience, ability and talents, perform all the duties that
may be required of and from Consultant pursuant to the terms of this
Agreement. Consultant does not guarantee that its efforts will have any
impact on the Clients' business or that any subsequent financial
improvement will result from Consultants' efforts.
7. Independent Legal and Financial Advice. Consultant is not a law firm;
neither is it an accounting firm. Consultant does, however, retain
professionals in those capacities to better enable Consultant to provide
consulting services. Client represent that they have not nor will they
construe any of the Consultants' representations to be statements of
law. Client has and will continue to seek the independent advice of
legal and financial counsel regarding all material aspects of the
transactions contemplated by this Agreement, including the review of all
documents provided by Consultant to Client and all opportunities
Consultant introduces to Client.
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8. Miscellaneous.
a. The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the parties hereto. This Agreement represents
the entire Agreement between the parties hereto, and supersedes
any prior agreements with regards to the subject matter hereof.
This Agreement may be executed in any number of facsimile
counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement
constitutes a valid and binding obligation of the parties hereto
and their successors, heirs and assigns and may only be assigned
or amended by written consent from the other party.
b. No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement. From time to time, each party will
execute additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this Agreement
shall be controlled by binding arbitration in the State of Wyoming
under the rules then obtaining of the American Arbitration
Association. Such arbitration ruling shall be final and binding
amongst the parties herein. If any action is brought to enforce
or interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees,
court costs, and other costs incurred in proceeding with the
action from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
herein above written.
Nugget Exploration, Inc.
/s/ Tyson Schiff /s/ Ken Kurtz
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Tyson Schiff, President Ken W. Kurtz
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