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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GoHealth.MD, Inc.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of class of securities)
379912108
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(CUSIP number)
Michael Morfit
MCOM Management Corporation
350 Fifth Avenue, Suite 5807
New York, New York 10118
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 28, 1999**
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box/ /.
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1(a) 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
disclosures provided in a prior cover page.
** This filing is a voluntary disclosure.
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CUSIP No. 379912108 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
MCOM Management Corporation ("MCOM") -13-3853533
MCM Stork Fund, L.P. ("MCM") -13-3955854
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
MCOM - WC & OO MCM - OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MCOM - Delaware MCM - Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 783,000
PERSON WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
783,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
MCOM - 683,000 MCM - 100,000
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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)
MCOM - 14.6% MCM - 2.1% Total - 16.7%
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14 TYPE OF REPORTING PERSON*
MCOM - CO MCM - PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 379912108 13D Page 2 of 4 Pages
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Item 1. Security And Issuer.
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This statement relates to the shares ("Shares") of common
stock, $.001 par value ("Common Stock"), of GoHealth.MD, Inc. f/k/a Nugget
Exploration, Inc. ("Issuer"), a Delaware corporation, having its principal
executive offices located at 2051 Springdale Road, Cherry Hill, New Jersey
08003.
Item 2. Identity and Background.
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(a) Name: MCOM Management Corporation ("MCOM") and MCM Stork
Fund, L.P. ("MCM")
(b) The principal business addresses of the Reporting Persons
is 350 Fifth Avenue, Suite 5807, New York, New York 10118.
(c) The present principal business of the Reporting Persons is
business and management consulting.
(d) The Reporting Persons have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Persons have not, during the last five
years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to 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) MCOM is a Delaware corporation and MCM is a Delaware
limited partnership.
Item 3. Source And Amount Of Funds Or Other Consideration.
MCOM acquired 800,000 shares of those described herein in
exchange for services and acquired 75,000 shares in exchange for cash.
On November 16, 1999, the Company entered into a Management
Consulting Agreement ("Agreement") with MCOM whereby MCOM agreed to conduct
marketing research in the Internet health industry. MCOM also confers with the
Company's management on a daily basis regarding its operation and implementation
of its business plan. MCOM is also expected to provide investment relations for
the Company by interacting with brokerage firms and investment and acquisition
candidates for the Company. In exchange for these services, the Company is
required to compensate MCOM as follows: (i) $5,000 per month through October
2000, (ii) 300,000 shares of the Company's common stock and (iii) warrants to
purchase 500,000 shares of the Company's common stock, with the first
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 379912108 13D Page 3 of 4 Pages
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100,000 shares exercisable at $1.00 per share and the remaining 400,000 shares
exercisable at $2.00 per share. On December 13, 1999, MCOM exercised warrants to
purchase 50,000 shares of the Company's common stock and tendered $50,000
constituting the $1.00 warrant exercise price.
MCOM bought warrants to purchase 75,000 shares of the
Company's common stock for a total cash price of $75,000 on January 10, 2000. On
January 10, 2000, MCOM exercised all such warrants and tendered an addition cash
price of $75,000 for 75,000 shares. This purchase and exercise of warrants
increased MCOM's total ownership of the Company's common stock to 875,000
shares.
On December 28, 1999, MCOM gifted 92,000 shares of the
Company's common stock to various family members and partners, and 100,000
shares of common stock to MCM, thus reducing its total ownership of the
Company's common stock to 683,000 shares.
Item 4. Purpose Of Transaction.
The shares described in Item 3 were issued to MCOM (i) to
compensate it for the services rendered and to be rendered to the Company under
the Agreement and (ii) in connection with the Company's private placement of
warrants.
No other plans or proposals exist whereby MCOM would receive
any additional shares of the Company's common stock or any other involvement in
the Company's affairs.
Item 5. Interest In Securities Of The Issuer.
The aggregate number and percentage of class of securities
identified pursuant to Item 1 beneficially owned by the reporting persons may be
found in rows 11 and 13 of the cover pages. The powers each person identified in
the preceding paragraph have relative to the shares discussed herein may be
found in rows 7 through 10 of the cover pages. 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable
Item 7. Material to Be Filed as Exhibits
None
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 379912108 13D Page 4 of 4 Pages
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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.
Dated: May 2, 2000
MCOM Management Corporation
/s/ Michael C.O. Morfit
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Michael C.O. Morfit, President
MCM Stork Fund, L.P.
/s/ Michael C.O. Morfit
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Michael C.O. Morfit, General Partner
