UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
SEC FILE NUMBER: 0-10201
CUSIP NUMBER: 669903304
For Period Ended: November 30, 1999
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[X] Transition Report on Form 10-QSB
[ ] Transition Report on Form N-SAR
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - Registrant Information
Full Name of Registrant Nugget Exploration, Inc.
Former Name if Applicable N/A
Address of Principal Executive Office: 2051 Springdale Road
Cherry Hill, New Jersey 08003
Part II--RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
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[X] (b) The subject annual report, semiannual report, transition report
on Form 10-K, Form 2- F, 11-F, or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date;
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why form 10-K, 11-K, 20-F, 10-Q or
N-SAR or portion thereof could not be filed within the prescribed time period.
During the fiscal year ended November 30, 1999, we effected a significant
merger transaction. This transaction involved accounting issues requiring
research that has delayed the completion of financial statements for the
year ending November 30, 1999.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Dr. Leonard Vernon President (800) 204-1902
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(Name) (Title) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If the answer if no, identify report(s).
(X) Yes ( ) No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
(X) Yes ( ) No
If so, attach an explanation of the anticipated change, both narrative
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
We effected a merger transaction during the fiscal quarter ended
November 30, 1999. Prior to this merger, we had no active
operations. Our merger partner, GoHealth.MD, Inc., is a
development stage company. Therefore, while our
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operations have changed materially, we expect our results of
operation to changed in limited aspects.
We anticipate a significant change in our total assets and
stockholders' equity due to our private placement of warrants to
purchase shares of our common stock. Between November 12, 1999 and
January 11, 2000, we sold warrants to purchase 879,500 shares of
our common stock. We received $379,500 for warrants to purchase
379,500 shares, while we received services in exchange for 500,000
warrants. Of the shares underlying such warrants:
* 125,000 shares were issued subsequent to November 30,
1999, in exchange for a $1.00 per share exercise price;
* 400,000 remain issuable at an exercise price of $2.00
per share; and * 354,500 are issuable at an exercise price
of $1.00 per share.
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Nugget Exploration, Inc.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 18, 2000 By: /s/ Dr. Leonard Vernon
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Name: Dr. Leonard Vernon
Title: President
