10KSB 1 nuggest10ksbdec28.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007 Filed by EDF Electronic Data Filing Inc. (604)-879-9956 - Nugget Resources Inc. - Form 10-KSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended SEPTEMBER 30, 2007

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________________to__________________

Commission file number: 333-132648

Nugget Resources Inc.
(Name of small business issuer in its charter)

Nevada Pending
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

778 Fort Street Street
Victoria, British Columbia, Canada V8W 1H2
(Address of principal executive offices)

     (250)385-8444
Issuer's telephone number

Securities to be registered pursuant to Section 12(b) of the Act:

  Title of each class Name of each exchange on which
  to be so registered each class is to be registered
     
  None  None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock (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.

Yes _____ No X

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

Yes X  No _____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes X  No_____

State issuer's revenues for its most recent fiscal year:  Nil

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

$55,000 as at December 27, 2007 based on the last sale's price of our common stock.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

10,500,000 shares of common stock as at December 27, 2007


TABLE OF CONTENTS

    PAGE
ITEM 1: DESCRIPTION OF BUSINESS 1
ITEM 2: DESCRIPTION OF PROPERTY 3
ITEM 3: LEGAL PROCEEDINGS 3
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 3
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 3
ITEM 6: PLAN OF OPERATION 4
ITEM 7: FINANCIAL STATEMENTS 5
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 19
ITEM 8A: CONTROLS AND PROCEDURES 19
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 20
ITEM 10: EXECUTIVE COMPENSATION 21
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 22
ITEM 13: EXHIBITS AND REPORTS 23
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES 23


PART I

ITEM 1: DESCRIPTION OF BUSINESS

We commenced operations as an exploration stage company. During the fiscal year ended September 30, 2007, we held an interest in one mineral claim known as the Raven property located approximately 17 kilometers northeast of Princeton, in south central British Columbia. However, we were unable to keep the mineral claim in good standing due to lack of funding and our interest in it has lapsed.

We are reviewing other potential acquisitions in the resource and non-resource sectors. While we are in the process of completing due diligence reviews of several opportunities, there is no guarantee that we will be able to reach any agreement to acquire such assets.

Employees

We have no employees as of the date of this annual report other than our two directors.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete any acquisition of a business interest and fund its future development. As of September 30, 2007, we had no cash on hand. We currently do not have any operations and we have no income. We will require additional funds to review, acquire and develop business assets. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.

1


BECAUSE WE DO NOT HAVE ANY BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We were incorporated on March 10, 2005 and have been involved in the acquisition and exploration of mineral exploration properties. We were unsuccessful in this initial business plan and are now seeking to acquire an interest in alternative assets. We may not be able to identify and acquire any interest in suitable business assets.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will fail.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE.

We have incurred losses since our inception resulting in an accumulated deficit of $75,951 at September 30, 2007. Further losses are anticipated in the acquisition and development of a business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. If we cannot raise financing to meet our obligations, we will be insolvent and will cease business operations.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, WHICH COULD CAUSE OUR BUSINESS TO FAIL.

Our president, Mr. Peter Sorel spends approximately 50% of his business time providing his services to us. It is possible that the demands on Mr. Sorel from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

OUR COMMON SHARES ARE CONSIDERED PENNY STOCK, WHICH LIMITS AN INVESTOR’S ABILITY TO SELL THE STOCK.

Our shares of common stock constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

Forward-Looking Statements

This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this annual report.

2


ITEM 2: DESCRIPTION OF PROPERTY

We do not own or lease any property.

ITEM 3: LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are quoted for trading on the OTC Bulletin Board under the symbol NUGR. However, no trades of our shares of common stock have occurred through the facilities of the OTC Bulletin Board to the date of this annual report.

We had 30 shareholders of record as at the date of this annual report.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business; or

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

3


ITEM 6: PLAN OF OPERATION

Our plan of operation for the twelve months following the date of this annual report is to continue to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $25,000 in the next 12 months.

As well, we anticipate spending an additional $25,000 on administrative fees, including fees we will incur in complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $50,000.

We do not currently have enough funds on hand to cover our anticipated expenses for the next 12 months. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or from director loans. However, we do not have any arrangements in place for any future equity financing.

Results of Operations for the Fiscal Year Ended September 30, 2007

We did not earn any revenues for the year ended September 30, 2007. We incurred operating expenses in the amount of $29,220 for the year ended September 30, 2007 consisting of general and administrative expenses. At September 30, 2007, we had no assets and had total liabilities recorded at $23,151. These consisted of a $1,201 bank overdraft, account payable and accrued liabilities of $11,950 and $10,000 due to a related party.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

4


Item 7: Financials

 

 

Nugget Resources Inc.
(An Exploration Stage Company)
 
Financial Statements
(Expressed in U.S. Dollars)
30 September 2007

 

 

The accompanying notes are an integral part of these financial statements.

5


Report of Independent registered Public Accounting Firm

To the Board of Directors and Stockholders
Nugget Resources, Inc.
British Columbia, Canada

We have audited the accompanying balance sheet of Nugget Resources, Inc. (An Exploration Stage Company) as of September 30, 2007 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended, and from inception (March 10, 2005) to September 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nugget Resources, Inc. (An Exploration Stage Company) as of September 30, 2007 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended, and from inception (March 10, 2005) to September 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the financial statements, the Company has suffered losses from operations; current liabilities exceed current assets, and the Company has an accumulated deficit of $75,951, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ De Joya Griffith & Company, LLC
Henderson, Nevada

December 6, 2007

6



JAMES STAFFORD
   
  James Stafford, Inc.*
  Chartered Accountants
  Suite 350 – 1111 Melville Street
  Vancouver, British Columbia
  Canada V6E 3V6
  Telephone +1 604 669 0711
  Facsimile +1 604 669 0754
  * Incorporated professional, James Stafford, Inc.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Nugget Resources Inc.
(A Development Stage Company)

We have audited the balance sheets of Nugget Resources Inc. as at 30 September 2006 and 2005, and the related statements of operations, cash flows and changes in stockholders’ equity for the year ended 30 September 2006, from the period of inception on 10 March 2005 to 30 September 2005 and for the period from the date of inception on 10 March 2005 to 30 September 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 September 2006 and 2005 and the results of its operations, cash flows and changes in stockholders’ equity for the year ended 30 September 2006, from the period of inception on 10 March 2005 to 30 September 2005 and for the period from the date of inception on 10 March 2005 to 30 September 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note Error! Bookmark not defined. to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans in regard to these matters are also described in Note Error! Bookmark not defined.. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  /s “James Stafford”
Vancouver, Canada Chartered Accountants

6 December 2006

7



Nugget Resources Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)

    As at 30     As at 30  
    September     September  
    2007     2006  
    (Audited)     (Audited)  
             
             
Assets            
             
Current Assets            
Cash and cash equivalents $  -   $  2,243  
             
Total Current Assets   -     2,243  
             
TOTAL ASSETS $  -   $  2,243  
             
Liabilities and Stockholders’ Deficit            
             
Current Liabilities            
Bank overdraft $  1,201   $  -  
Accounts payable and accrued liabilities (Note 4)   11,950     10,574  
Due to related party (Note 6)   10,000     -  
             
Total Current Liabilities   23,151     10,574  
             
TOTAL LIABILITIES   23,151     10,574  
             
Stockholders’ deficit            
Common stock (Note 5): $0.001 par value; authorized 75,000,000            
shares; issued and outstanding: 10,500,000   10,500     10,500  
Additional paid-in capital   42,300     27,900  
Deficit accumulated during the exploration stage   (75,951 )   (46,731 )
             
Total Stockholders’ Deficit   (23,151 )   (8,331 )
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $  -   $  2,243  

The accompanying notes are an integral part of these financial statements.

8



Nugget Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
 

    For the year     For the year     From inception on  
    ended     ended     10 March 2005 to  
    30 September     30 September     30 September  
    2007     2006     2007  
                   
Revenues $  -   $  -   $  -  
                   
Expenses                  
Mineral property expenditures (Note 3)   -     5,000     9,000  
General and administrative   14,820     20,276     38,151  
Management fees – related party (Note 6)   12,000     12,000     24,000  
Rent expense – related party (Note 6)   2,400     2,400     4,800  
                   
Net loss $  (29,220 ) $  (39,676 ) $  (75,951 )
                   
Basic loss per common share $  (0.003 ) $  (0.004 )      
                   
Weighted average number of common                  
shares   10,500,000     10,500,000        

The accompanying notes are an integral part of these financial statements.

9



Nugget Resources Inc.
(An Exploration Stage Company)
Statement of Stockholders’ Deficit
(Expressed in U.S. Dollars)
 

                      Deficit,        
                      accumulated        
    Number of           Additional     during the        
    common           paid-in     Exploration     Stockholders’  
    shares issued     Capital stock     capital     stage     deficit  
                               
                               
Balance at 10 March 2005                              
(inception)                              
   Common shares issued for cash                              
   ($0.001 per share) - 18 March                              
   2005   5,000,000   $  5,000   $  -   $  -   $  5,000  
   Common shares issued for cash                              
   ($0.001 per share) - 5 April 2005   4,000,000     4,000     -     -     4,000  
   Common shares issued for cash                              
   ($0.01 per share) - 13 April 2005   675,000     675     6,075     -     6,750  
   Common shares issued for cash                              
   ($0.01 per share) - 21 April 2005   825,000     825     7,425     -     8,250  
   Net loss for the period   -     -     -     (7,055 )   (7,055 )
                               
Balance at 30 September 2005   10,500,000     10,500     13,500     (7,055 )   16,945  
   Contributions to capital by                              
   related parties – expenses                              
   (Notes 5 and 6)   -     -     14,400     -     14,400  
   Net loss for the year   -     -     -     (39,676 )   (39,676 )
                               
Balance at 30 September 2006   10,500,000     10,500     27,900     (46,731 )   (8,331 )
   Contributions to capital by                              
   related parties – expenses                              
   (Notes 5 and 6)   -     -     14,400     -     14,400  
   Net loss for the period   -     -     -     (29,220 )   (29,220 )
Balance at 30 September 2007   10,500,000   $  10,500   $  42,300   $  (75,951 ) $  (23,151 )

The accompanying notes are an integral part of these financial statements.

10



Nugget Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
 

                From  
    For the year     For the year     inception on 10  
    ended     ended     March 2005 to  
    30 September     30 September     30 September  
    2007     2006     2007  
                   
                   
Cash flows from operating activities                  
Net loss $  (29,220 ) $  (39,676 ) $  (75,951 )
   Adjustments to reconcile net loss to net cash used by                  
   operating activities                  
         Contributions to capital by related parties – expenses                  
         (Notes 5 and 6)   14,400     14,400     28,800  
Changes in operating assets and liabilities                  
   Increase in accounts payable and accrued liabilities                  
    1,376     7,574     11,950  
                   
                   Net cash used in operating activities   (13,444 )   (17,702 )   (35,201 )
                   
Cash flows from financing activities                  
Bank overdraft   1,201     -     1,201  
Due to related party   10,000     -     10,000  
Common shares issued for cash   -     -     24,000  
                   
                   Net cash provided by financing activities   11,201     -     35,201  
                   
Increase (decrease) in cash and cash equivalents   (2,243 )   (17,702 )   -  
                   
Cash and cash equivalents, beginning of period   2,243     19,945     -  
                   
Cash and cash equivalents, end of period $  -   $  2,243   $  -  
                   
Supplemental schedule of non-cash financing activities:                  
                   
                   
Cash paid during the year for interest $  -   $  -   $  -  
Cash paid during the year for income taxes $  -   $  -   $  -  

 

11



1. Nature of Operations

Nugget Resources Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 10 March 2005. The Company has acquired a mineral property located in the Province of British Columbia, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds for the sale thereof.

The Company is an exploration stage enterprise, as defined in Statements of Financial Accounting Standards (“SFAS”) No. 7. The Company is devoting all of its present efforts to securing and establishing a new business and its planned principal operations have not commenced. Accordingly, no revenue has been derived during the organization period.

The Company’s financial statements as at 30 September 2007 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss for the years ended 30 September 2007 and 2006 of $29,220 and $39,676, respectively and has a working capital deficiency of $23,151 and $8,331, respectively.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 September 2008. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At 30 September 2007, the Company was not engaged in a business and had suffered losses from exploration stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these financial statements.

Basis of presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 30 September.

12


Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Mineral property costs

The Company has been in the exploration stage since its formation 10 March 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be depleted using the units-of-production method over the estimated life of the probable reserve.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Financial instruments

The carrying value of cash, accounts payable and accrued liabilities, and due to related parties approximates their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Derivative financial instruments

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Environmental expenditures

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

13


Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Basic and diluted net loss per share

The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Concentrations of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.

Risks and uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

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Recent accounting pronouncements

In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments--an Amendment of

FASB Statements No. 133 and 140" ("SFAS No. 155"). SFAS No. 155 allows financial instruments that contain an embedded derivative and that otherwise would require bifurcation to be accounted for as a whole on a fair value basis, at the holders' election. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. We do not expect that the adoption of SFAS No. 155 will have a material impact on our financial condition or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of

Financial Assets-an Amendment of FASB Statement No. 140" ("SFAS No. 156"). SFAS No. 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for all transactions in fiscal years beginning after September 15, 2006. We do not expect that the adoption of SFAS No. 156 will have a material impact on our financial condition or results of operations.

In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the recognition threshold and measurement of a tax position taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006.

FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes. We are currently evaluating the requirements of FIN 48 and the impact this interpretation may have on our financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157 Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We do not expect the adoption of SFAS 157 to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements. We do not expect the adoption of SFAS 159 to have material impact on the Company’s financial position, results of operations or cash flows.

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In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 which applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement is effective for annual periods beginning after December 15, 2008.

3. Mineral Property

Pursuant to a mineral property purchase agreement dated 17 August 2005, the Company acquired a 100% undivided right, title and interest in a 524.728 hectare mineral claim, located in the Similkameen Mining Division of British Columbia, Canada for a cash payment of $4,000 (paid). During the year ended 30 September 2006, the Company paid $5,000 for exploration work on the property. The Company was unable to keep the mineral claim in good standing due to lack of funding and has lost its interest in the mineral claim..

4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

5. Capital Stock

Authorized

The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.

Issued and outstanding

The total issued and outstanding capital stock is 10,500,000 common shares with a par value of $0.001 per common share.

  i. On 18 March 2005, 5,000,000 common shares of the Company were issued for cash proceeds of $5,000.
     
  ii. On 5 April 2005, 4,000,000 common shares of the Company were issued for cash proceeds of $4,000.
     
  iii. On 13 April 2005, 675,000 common shares of the Company were issued for cash proceeds of $6,750.
     
  iv. On 21 April 2005, 825,000 common shares of the Company were issued for cash proceeds of $8,250.

At 30 September 2007, there were no outstanding stock options or warrants.

During the period ended 30 September 2007, officers and/or directors of the Company made contributions to capital by the payment of Company expenses (Note 6).

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6. Related Party Transactions

During the periods ended 30 September 2007 and 2006, officers and/or directors of the Company made contributions to capital for management fees and rent of $12,000 and $2,400 for both years, respectively (Note 5).

During the period ended 30 September 2007, a director of the Company advanced $10,000 to the Company. The amount is unsecured, non interest bearing and is due on demand.

7. Income Taxes

At September 30, 2007 and 2006, the Company had a federal operating loss carryforward of approximately $47,200 and $32,300, respectively, which begins to expire in 2025.

The provision for income taxes consisted of the following components for the years ended September 30,:

      2007     2006  
  Current:            
         Federal $  --   $  --  
         Foreign   --     --  
  Deferred:   --     --  
               
    $  --   $  --  

Components of net deferred tax assets, including a valuation allowance, are as follows at September 30,:

      2007     2006  
  Deferred tax assets:            
  Net operating loss carryforward $ 16,031   $ 10,992  
      Total deferred tax assets   16,031     10,992  
  Less: Valuation Allowance   (16,031 )   (10,992 )
      Net Deferred Tax Assets $  --   $  --  

The valuation allowance for deferred tax assets as of September 30, 2007 and 2006 was $16,031 and $10,992, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2007 and 2006, and recorded a full valuation allowance.

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Reconciliation between the statutory rate and the effective tax rate is as follows for the years ended September 30,:

      2007     2006  
               
  Federal statutory tax rate   (34.0 )%   (34.0 )%
  Foreign   (4.5 )%   (4.5 )%
  Change in valuation            
  allowance   38.5%     38.5%  
               
  Effective tax rate   0.0%     0.0%  

8. Subsequent Event

Subsequent to the year ended 30 September 2007, a director of the Company advanced $6,000 to the Company. This amount is unsecured, non interest bearing and has no specific terms of repayment.

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ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2007 fiscal year. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost- effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, the chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

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PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of this annual report are as follows:

Directors:    
     
Name of Director Age  
     
Peter Sorel 55  
     
Executive Officers:    
     
Name of Officer Age Office
     
Peter Sorel 55 President, Chief Executive
            Officer, Secretary, Treasurer
            and a Director

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Mr. Peter Sorel has acted as our President, Chief Executive Officer, and as a director since July 6, 2005. Since January, 2001 he has been employed as the store manager of Nugget Jewelers Inc., a retail jeweler store located in Victoria, British Columbia, Canada.

Mr. Sorel does not have any professional training or technical credentials in the exploration, development and operation of mines.

Mr. Sorel intends to devote 50% of his business time per week to our affairs.

All directors are elected annually by our shareholders and hold office until the next Annual General Meeting. Each officer holds office at the pleasure of the board of directors. No director or officer has any family relationship with any other director or officer.

Section 16(A) Beneficial Ownership Reporting Compliance

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Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended September 30, 2007 all such filing requirements applicable to our officers and directors were complied except for reports filed late by the following persons:

Name and principal Number Transactions Not Timely Known Failures
position      
_______________  Of late Reports Reported To File a Required Form
Peter Sorel 0 0 1
(President and CEO,      
secretary, treasurer and      
director)      

ITEM 10: EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended September 30, 2007.

Annual Compensation

          Other Restricted Options/ LTIP Other  
            Stock   SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)    
                     
Peter Pres. 2007 $0 0 0 0 0 0 0  
Sorel CEO &                  
  Dir                  
    2006 $0 0 0 0 0 0 0  
                     
David Former 2007 $0 0 0 0 0 0 0  
Matzele Sec. &                  
  Treas.                  
    2006 $0 0 0 0 0 0 0  

 

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ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our shares of common stock at December 27, 2007 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person.

TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNERSHIP OF CLASS
  OWNER    
       
Common Stock Peter Sorel 5,000,000 47.62%
      President, Chief    
  Executive Officer,    
  Secretary, Treasurer and    
  Director    
  778 Fort Street,    
  Victoria, BC, Canada    
       
Common Stock All officers and directors as 5,000,000 47.62%
  a group that consists of one    
  person    

The percent of class is based on 10,500,000 shares of common stock issued and outstanding as of the date of this annual report.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

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ITEM 13: EXHIBITS AND REPORTS

Exhibits  
   
 3.1* Articles of Incorporation
 3.2* Bylaws
 5.1* Legal opinion
31.1 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1* Claims Location Map

* filed as an exhibit to our registration statement on Form SB-2 dated March 22, 2006

Reports on Form 8-K

During and subsequent to the last quarter of fiscal 2007, we did not file any current reports on Form 8-K.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants, James Stafford, Chartered Accountants, rendered invoices to us during the fiscal periods indicated for the following fees and services:

  Fiscal year ended Fiscal year ended
  September 30, 2007 September 30, 2006
     
Audit fees $5,000 $3,482
Audit-related fees Nil Nil
Tax fees Nil Nil
All other fees $0 $5,410

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-QSB.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.

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SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange

Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nugget Resources Inc.

By  /s/ Peter Sorel
  Peter Sorel
  President, CEO & Director
  Secretary Principal Accounting Officer,
  Principal Financial Officer,Treasurer
  and Director

        Date: December 28, 2007

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By  /s/ Peter Sorel
  Peter Sorel
  President, CEO & Director
  Secretary Principal Accounting Officer,
  Principal Financial Officer,Treasurer
  and Director

 

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Exhibit 31.1

CERTIFICATION

I, Peter Sorel, President and Chief Executive Officer of Nugget Resources, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of Nugget Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: December 28, 2007

/s/ Peter Sorel
Peter Sorel, President and C.E.O.
(Principal Executive Officer)

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     Exhibit 31.2

CERTIFICATION

I, Peter Sorel, Treasurer and Director of Nugget Resources, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of Nugget Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: December 28, 2007

/s/ Peter Sorel
Peter Sorel, Secretary, Treasurer and Director
Principal Financial Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Sorel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-KSB of Nugget Resources, Inc., for the fiscal year ended September 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Annual Report on Form 10-KSB fairly presents in all material respects the financial condition and results of operations of Nugget Resources, Inc.

Date: December 28, 2007

/s/ Peter Sorel
Peter Sorel
President, C.E.O. and Director
(Principal Executive Officer)

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Sorel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-KSB of Nugget Resources, Inc., for the fiscal year ended September 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Annual Report on Form 10-KSB fairly presents in all material respects the financial condition and results of operations of Nugget Resources, Inc.

Date: December 28, 2007

/s/ Peter Sorel
Peter Sorel
Secretary, Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)

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