U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X ] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 31, 1998.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File Number: 0-10201
NUGGET EXPLORATION, INC.
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(Name of small business issuer in its charter)
Nevada 83-0250943
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
815 South Durbin Street, Casper,
Wyoming 82601
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(Address of principal executive (Zip Code)
offices)
Issuer's Telephone Number: (307) 234-2895
Securities to be registered under Section 12(b) of the Exchange Act:
Title of Each Class: None Name of each exchange on which
registered: N/A
Securities to be registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
[X] Yes [ ] No
The issuer's total revenues for the year ended August 31, 1998, were
$0.00.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of
August 31, 1998, was $124,929 based on an estimated 11,359,000 shares held by
non-affiliates.
The number of shares outstanding of the issuer's common stock ($0.01 par
value), as of August 31, 1998 the number of shares outstanding was 30,106,000.
<PAGE>
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OR PLAN OF OPERATION . . . . . . . . . . . . . . . . . . .3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK3
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .3
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS. . . . . . . . . . . . .3
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . .4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . .4
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . .5
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
INDEX TO EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . .7
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Not applicable. The financial information required by Part I of
Form 10-QSB is not required at this time pursuant to Exchange Act
Regulations Rule 13a-13(c)(2). Such information is not required
for mining companies not in the production state but engaged
primarily in the exploration for or the development of mineral
deposits other than oil, gas or coal, if all the following
conditions are met:
(i) The registrant has not been in production during the
current fiscal year or the two years immediately prior
thereto; except that being in production for an aggregate
period of not more than eight months over the three-year
period shall not be in violation of this condition.
(ii) Receipts from the sale of mineral products or from the
operations of mineral producing properties by the registrant
and its subsidiaries combined have not exceeded $500,000 in
any of the most recent six years and have not aggregated
more than $1,500,000 in the most recent six fiscal years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OR PLAN OF OPERATION
Not applicable. See Part I, Item 1. "Financial Statements"
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable. See Part I, Item 1. "Financial Statements"
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
In an effort to develop some value in the Company, On March 5,
1998, the Company executed a Financial Consulting Agreement (the
"Agreement") with Park Street Investments, Inc. ("Park Street").
Pursuant to the Agreement, Park Street is to assist the Company in
restructuring its capitalization and in finding a suitable merger
or business combination. According to the Agreement, Park Street
has agreed to assist the Company with its corporate maintenance,
administration, financial statement preparation and securities
filings. In addition, Park Street is to actively pursue,
negotiate and structure a merger or business combination with a
third party on behalf of the Company. Park Street has also
agreed to pay for the costs associated with these responsibilities
until the Company effects a business combination with another
entity.
<PAGE>
On June 22, 1998, and in consideration for the assistance of Park
Street and a cash infusion to the Company by Park Street of
$15,100, the Company issued 15,100,000 restricted shares of its
$.01 par value common stock (the "Shares") to a designee of Park
Street -- First Avenue, Ltd., a limited partnership organized
under the laws of the State of Utah. Ken Kurtz, who is the
general partner of First Avenue, Ltd. and the president of Park
Street, indirectly controls the Shares which represent
approximately 50% of the total issued and outstanding shares of
the Company. This agreement was filed on Form 8-K dated June 22,
1998 with the Securities and Exchange Commission and is
incorporated herein by reference. For more information about the
arrangement with Park Street, also refer to the Company's report
on 10-KSB for the fiscal year ending May 31, 1998 and is
incorporated herein by reference.
The shares were issued in a non-public offering exempt from
registration pursuant to section 4(2) of the 1933 Securities and
Exchange Act, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION.
Subsequent events.
(i) On October 7, 1998, The board of directors of the Company
consisting of Mary MacGuire and Dolores MacQueen appointed Tyson
Schiff, a Utah resident, to fill the vacancy on the Company's
board of directors. Mr. Schiff was also appointed as the Company's
Secretary and Treasurer. Subsequent to this appointment but on the
same date, Ms. MacQueen resigned from her position as a director
of the Company and as Secretary and Treasurer. Immediately after
the resignation of Ms. MacQueen, but on the same date, the
remaining directors consisting of Mary MacGuire and Tyson Schiff
appointed Richard E. Houraney, a Florida resident, to fill the
vacancy on the Company's board of directors. Mr. Houraney was
also appointed as the Company's Vice-President. Ms. MacGuire,
Mr. Schiff and Mr. Houraney will serve as the Company's officers
and directors until the earlier of their resignation, removal or
death, or until the next meeting of the Company's shareholders.
Tyson Schiff, Age 27
1528 East St. Marks Court
Salt Lake City, Utah 84121
Tyson Schiff is currently serving as an account specialist at
Culver Staffing in Salt Lake City, Utah where he has been employed
since April 1997. Prior to this, Mr. Schiff worked for a
consulting firm in Salt Lake City, Utah specializing in mergers
and acquisitions of small public and private companies. Mr.
Schiff earned his Bachelors of Science degree in Business
<PAGE>
Management from the University of Utah in 1995. Mr. Schiff is
not currently, nor has been in the past, an officer or director of
any other reporting issuer.
Richard E. Houraney, Age 50
100 East Linton Blvd.
Delray Beach, Florida 33483
Mr. Houraney has been a management consultant for American Dream
Enterprises in Southern Florida for the past four years. Prior
to this, he spent approximately 10 years as a sales specialist in
the retail piano industry. Mr. Houraney has five years of
education in Business Administration from Hofstra University in
Long Island, New York. Mr. Houraney is not currently, nor has
been in the past, an officer or director of any other reporting
issuer.
(ii) On October 7, 1998, The board of directors of the Company
consisting of Mary MacGuire, Tyson Schiff and Richard E. Houraney,
authorized a reverse split of the Company's outstanding common
stock in the amount of 1-for-310 and a reduction in the Company's
class of authorized common stock to 5,000,000 shares, to be
Effective October 19,1998. The par value will remain at $.01.
The action was taken by consent to action without a meeting of the
board of directors pursuant to the Nevada Revised Statutes 78.315
and 78.325. Pursuant to Nevada Revised Statutes 78.207, an action
involving a change in the number of authorized or outstanding
shares of a Corporation can be accomplished by approval of the
board of directors without a need for stockholder approval.
Effective October 19,1998, each 310 shares held by the Company's
shareholders will be converted into one share. All fractional
shares will be rounded to the nearest whole number. The board of
directors authorized the stock split because they believed that
the number of issued and outstanding shares of common stock was
disproportionately large given the Corporation's absence of
revenue, net income and net worth. Immediately after the reverse
split, the Company will have approximately 97,177 total shares of
its $.01 common stock issued and outstanding.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-
B are listed in the Index to Exhibits beginning on page __ of this Form
10-QSB, which is incorporated herein by reference.
(b) Reports on Form 8-K.
(i) June 22, 1998 consulting agreement between Nugget Exploration,
Inc. and Park Street Investments, Inc.
(ii) July 27, 1998 appointment of Jones, Jensen & Company in Salt Lake
City, Utah to conduct an audit of the Company's financial
statements from the years May 31, 1984 through May 31, 1998. The
previous accountant that had been filing the unaudited financial
statements was not a member of the SEC Practice Board.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed by the undersigned, thereunto duly
authorized, this 15th day of October, 1998.
Mary MacGuire Date: 10/15/98
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Mary MacGuire
Acting President, Treasurer and Director
Tyson Schiff Date: 10/15/98
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Tyson Schiff
Secretary and Director
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
(3)(i) * Articles of Incorporation, filed in Nevada on July 24,
1980, under the name of Western Exploration and Mining
Company, incorporated herein by reference from the
Company's previous filings. Certificate of Amendment
of Articles of Incorporation, filed in Nevada on
February 5, 1981, incorporated herein by reference
from the Company's previous filings.
(3)(ii) * By-Laws of the Company, incorporated herein by
reference from the Company's previous filings.
(10)(i) * Financial Consulting Agreement by and between Nugget
Exploration, Inc. and Park Street Investments, Inc.,
dated March 5, 1998 filed as an Exhibit to the
Company's report filed on Form 8-K dated June 22, 1998
and incorporated herein by reference.
(10)(ii) * Appointment of Jones, Jensen & Company as the
Company's independent auditor filed as an Exhibit to
the Company's report filed on Form 8-K dated July 27,
1998 and incorporated herein by reference.
(27) 8 Financial Data Schedule of Nugget Exploration, Inc.
for the fiscal year ended August 31, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
See Part I, Item 1. "Financial Statements" of the Company's Form 10-QSB dated
August 31, 1998.
</LEGEND>
<CIK> 0000356590
<NAME> NUGGET EXPLORATION, INC.
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