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 EVENT REQUIRING REPORT: 11/10/99
NUGGET EXPLORATION, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
0-10201 83-0250943
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(Commission File Number) (IRS Employer Identification Number)
2051 SPRINGDALE ROAD, CHERRY HILL, NEW JERSEY 08003
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(Address of principal executive offices)
(800) 204-1902
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Nugget Exploration, Inc., a Nevada corporation (the "Company"), underwent a
change of control on November 10, 1999, when it issued 3,102,000 shares of its
common stock, par value $0.01 ("Common Stock"), to the shareholders of
GoHealth.MD Inc., a Delaware corporation ("GoHealth"), pursuant to a Stock
Exchange Agreement and Plan of Merger ("Agreement"), dated September 30, 1999,
between and among the Company, GoHealth and Nugget Holding Company, a Delaware
corporation wholly owned by the Company ("Newco"). Pursuant to the terms of the
Merger Agreement, each of the 3,102,000 outstanding shares of GoHealth common
stock, par value $0.001 (the "GoHealth Stock"), was converted into and exchanged
for one share of Nugget's common stock, par value $0.01 (the "Company's Common
Stock").
The Agreement additionally provided that the Company assume GoHealth's rights
and obligations under all of GoHealth's outstanding stock options and warrants.
All holders of such options and warrants, agreed upon exercise of such
securities, to accept shares of the Company's Common Stock in lieu of GoHealth
stock. In the event all of the GoHealth options and warrants are exercised, the
Company will issue an additional 567,000 shares, which will result in the
Company issuing a total of 3,669,000 shares of Common Stock to GoHealth
stockholders. Prior to the GoHealth transaction, 697,117 shares of Common Stock
were outstanding. Thus, immediately after the issuance, GoHealth stockholders
received 81.2% of the outstanding Common Stock. If all GoHealth options and
warrants are exercised, the GoHealth stockholders will have received 84.0% of
the total number of shares of Common Stock outstanding. All shares issued
pursuant to the Agreement were issued pursuant to exemptions from registration
under the Securities Act of 1933, as amended (the "Act"), including Rule 506
under the Act.
Sandra Vernon, William Hanna, Kevin O'Donnell now own (without regard to future
issuances as a result of the exercise of GoHealth options and warrants), 48.8%,
12.2% and 12.2% of the Company's Common Stock, respectively, which provide them
with control of the Company. Sandra Vernon is the wife of Dr. Leonard Vernon,
one of the Company's directors and its president. Control of the Company was
assumed from Mr. Kurtz, who at that time owned 357,710 shares of Common Stock,
which represented 50.02% of the outstanding Common Stock prior to the GoHealth
acquisition. Kurtz now owns approximately 57,710 shares of Common Stock,
representing 1.5% of that now outstanding. The Company understands that
subsequent to the Merger Kurtz sold approximately 300,000 shares of Common Stock
to various investors in a private placement.
In connection with this stock issuance, Dr. Leonard Vernon and William Hanna
were appointed as additional directors. Tyson Schiff then resigned from his
positions as president and director, and Brian Ortega and Marianne Brady
resigned as directors. The directors then appointed Dr. Leonard Vernon as
president and William Hanna as its secretary and treasurer. Neither Mr. Schiff,
Mr. Ortega nor Ms. Brady had any disagreements with the Company at the time of
their respective resignations. This change of control in the Company's
management coincided with a change in control of the ownership of the Company's
capital stock.
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The Company knows of no other arrangements which may result in a change in its
control.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 10, 1999, the Company acquired a significant amount of assets when
its wholly owned subsidiary, Newco, merged with and into GoHealth. See Item 1,
Change in Control of Registrant for more information on the Agreement's terms.
GoHealth survived the merger and became a wholly owned subsidiary of the
Company. In exchange for outstanding equity of GoHealth, the Company issued
3,102,000 shares of Common Stock to the stockholders of GoHealth.
GoHealth was incorporated in Delaware in February 1999 for the purpose of
developing a health-care portal on the Internet. GoHealth's operations consist
of selling Internet domain names with a ".MD" extension and operating an
Internet informational site called Healthmall.com relating to health and
medicine.
.MD DOMAINS
GoHealth has a strategic partnership with a Florida company, Domain Name Trust
("DNT"), which has a licensing agreement with the country of Moldova, a small
Eastern European country which was assigned a monopoly over the ".MD" top-level
domain extension by the Internet Assigned Numbers Authority, a United States
government agency, in conjunction with a United Nations organization known as
ISO, or International Organization for Standardization.
The .MD domain names are sold directly from GoHealth's Internet web site,
located at WWW.GOHEALTH.MD. Anyone can access this site and acquire an available
domain with the .MD extension. The site is 'branded,' or electronically linked,
to DNT's site, which maintains record of new .MD domains. Therefore, every time
a person at the GoHealth site registers a .MD domain, DNT's site recognizes the
origin of the sale as GoHealth's, ensuring that GoHealth receives credit for
each and every sale of a .MD domain name generated through the GoHealth site.
GoHealth itself has acquired the marketing rights to more than 40 domain names
that end in the domain extension .MD. Each one of these domain names have an
unlimited marketing potential since they can be specifically identified by an
individual URL. An example of this would be BACKDOC.MD/SMITH. Thus, a virtually
unlimited number of specialists in any given specialty will have the ability to
use the .MD domain name of their particular choice. Other .MD domain names
acquired by GoHealth include www.Ask.md, www.Call911.md, www.nutrition.md,
www.Family.md. The Company believes the ".MD" extension is and will continue to
be a highly desired domain extension in the medical industry which is more
appealing than comparable extensions of ".COM", ".NET", ".ORG" or ".EDU".
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HEALTHMALL.COM
GOHEALTH OPERATES AN INFORMATIONAL SITE ON THE INTERNET LOCATED AT
WWW.HEALTHMALL.COM. This site is devoted to providing information related to the
use of herbs, vitamins, as well as an information source for alternative health
care providers such as chiropractors and naturopathic physicians. The site
therefore serves as an information portal for alternative health care and is
very heavily content based. Among the vast quantities of information that can be
garnered on the site is herb and prescription drug interactions. This
information is supplied on the site through a licensing contract with Facts and
Comparisons Corporation, one of the leading sources of information for
pharmacists in the United States.
The site includes a continuously updated news wire feed limited to health care
from PR Newswire, a searchable database through the National Library of Medicine
for published peer review medical journal articles known as "Medline search,"
and information on almost 200 herbs, including their pharmacology, toxicology,
and their clinical indications.
Healthmall.com also features one of the largest databases in the United States
of health food stores. This database contains over 5000 health food stores in
the United States and includes their name, address, and phone number. The
database is constantly being updated and expanded.
Databases of alternative health care providers, such as licensed chiropractors,
massage therapists and naturopathic physicians are also contained on the site.
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As the Company will hereafter be focused on the operations of GoHealth, it has
retained the services of GoHealth's independent certified public accountant,
Samuel Klein & Co., as of December 1, 1999, for all of the Company's needs.
Jones, Jensen & Company, the Company's previous accountant ("Jones, Jensen"),
was dismissed by the Company's board of directors on December 1, 1999, in
connection with the Merger of GoHealth. This dismissal was unrelated to Jones,
Jensen's competence, practices and procedures. Jones, Jensen's financial
statement reports did not contain any adverse opinion, disclaimer of opinion, or
modified opinion.
Jones, Jensen has informed the Company that it will provide the SEC a letter
containing its position with the foregoing statements regarding the Company's
change in certifying accountant.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Providing the required financial statements associated with
Item 2 above is impracticable for Registrant at this time.
Financial statements for the acquired business have not yet
been fully audited. However, audited financial statements
regarding GoHealth.MD Inc. will be filed by Registrant as soon
as are available.
(b) Providing the pro forma financial information of Article 11 of
Regulation S-X regarding the transaction described in Item 2
above is impracticable for Registrant at this time. This
information will be filed by Registrant as soon as it is
available.
(c) The Exhibit Index is located on page 6.
SIGNATURES
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Pursuant to the requirement of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
DATED THIS 16TH day of December 1999.
NUGGET EXPLORATION, INC.
BY: /s/ Dr. Leonard Vernon
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DR. LEONARD VERNON, PRESIDENT
/s/ William D. Hanna
By: -----------------------------------
WILLIAM D. HANNA, SECRETARY
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EXHIBIT INDEX
EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT
10(i) * Stock Exchange Agreement and Plan of Merger dated
September 30, 1999. Incorporated herein from the
Form 10-QSB for the quarter ended August 31, 1999.
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