10QSB 1 nugget10qsbq2may9.htm QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2008 Filed by EDF Electronic Data Filing Inc. (604)-879-9956 - Nugget Resources - Form 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended March 31, 2008

[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ___________________to

Commission File Number 333-132648

     Nugget Resources Inc.
___________________________________________________
(Exact name of Small Business Issuer as specified in its charter)

Nevada 71-1049972
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  
 
778 Fort Street    
Victoria, British Columbia, Canada V8W 1H2 
(Address of principal executive offices) (Postal or Zip Code)
 
Issuer’s telephone number, including area code: 250-385-8444

None

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days 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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,500,000 shares of common stock with par value of $0.001 per share outstanding as of May 12 , 2008.


 

 

Nugget Resources Inc.
(An Exploration Stage Company)
 
Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 March 2008

 



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

    As at 31     As at 30  
    March     September  
    2008     2007  
    (Unaudited)     (Audited)  
 
 
Assets            
 
Current Assets            
Cash and cash equivalents $ 509   $ -  
 
Total Current Assets   509     -  
 
TOTAL ASSETS $ 509   $ -  
 
Liabilities and Stockholders’ Deficit            
 
Current Liabilities            
Bank overdraft $ -   $ 1,201  
Accounts payable and accrued liabilities (Note 4)   10,299     11,950  
Due to related party (Note 6)   25,000     10,000  
 
Total Current Liabilities   35,299     23,151  
 
TOTAL LIABILITIES   35,299     23,151  
 
Stockholders’ deficit            
Common stock (Note 5): $0.001 par value; authorized 75,000,000            
shares; issued and outstanding as of March 31, 2008 and September            
30, 2007: 10,500,000   10,500     10,500  
Additional paid-in capital   49,500     42,300  
Deficit accumulated during the exploration stage   (94,790 )   (75,951 )
 
Total Stockholders’ Deficit   (34,790 )   (23,151 )
 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 509   $ -  


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

                            From  
          For the three                 inception (10  
    For the three     months ended     For the six     For the six     March 2005)  
    months ended     31 March     months ended     months ended     to 31 March  
    31 March 2008     2007     31 March 2008     31 March 2007     2008  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
 
Revenues $ -   $   -   $  -   $ -   $  -  
 
Expenses                              
Mineral property expenditures (Note 3)   -     -     -     -     9,000  
General and administrative   5,573     3,053     11,639     5,406     49,790  
Management fees – related party (Note 6)   3,000     3,000     6,000     6,000     30,000  
Rent expense – related party (Note 6)   600     600     1,200     1,200     6,000  
 
Net loss $ (9,173 ) $ (6,653 ) $ (18,839 ) $ (12,606 ) $ (94,790 )
 
Basic earnings per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )      
 
Weighted average number of common                              
shares basic   10,500,000     10,500,000     10,500,000     10,500,000        


Nugget Resources Inc.
(An Exploration Stage Company)
Statement of Stockholders’ Equity (Deficit)
(Expressed in U.S. Dollars)
From Inception (10, March 2005) to 31, March 2008

                Deficit,        
                accumulated        
  Number of         Additional   during the     Total  
  common   Common     paid-in   exploration     stockholders’  
  shares issued   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 -   -     -   (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 -   -     -   (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 -   -     -   (29,220 )   (29,220 )
 
Balance at 30 September 2007 10,500,000 $ 10,500    $ 42,300 $ (75,951 ) $ (23,151 )
   Contributions to capital by                        
   related parties – expenses                        
   (Notes 5 and 6) -   -     7,200   -     7,200  
   Net loss -   -     -   (18,839 )   (18,839 )
Balance at 31 March 2008                        
(Unaudited) 10,500,000 $ 10,500    $ 49,500 $ (94,790 ) $ (34,790 )


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

                From    
    For the six     For the six     inception    
    months     months     (10 March    
    ended 31     ended 31     2005) to 31   
    March 2008     March 2007     March 2008    
    (Unaudited)     (Unaudited)     (Unaudited)    
 
 
Cash flows from operating activities                    
Net loss $ (18,839 ) $ (12,606 ) $ (94,790 )  
   Adjustments to reconcile net loss to net cash used                    
   by operating activities                    
            Contributions to capital by related parties –                    
         expenses (Notes 5 and 6)   7,200     7,200     36,000    
Changes in operating assets and liabilities                    
   (Decrease) increase in accounts payable and                    
   accrued liabilities   (1,651 )   (596 )   10,299    
 
Net cash used in operating activities   (13,290 )   (6,002 )   (48,491 )  
 
Cash flows from financing activities                    
Bank Overdraft   (1,201 )   -     -    
Due to related party   15,000     5,000     25,000    
Common shares issued for cash   -     -     24,000    
 
Net cash provided by financing activities   13,799     5,000     49,000    
 
Increase (decrease) in cash and cash equivalents   509     (1,002 )   509    
 
Cash and cash equivalents, beginning of period   -     2,243     -    
 
Cash and cash equivalents, end of period $ 509   $ 1,241   $ 509    
 
 
Supplemental schedule of non-cash financing                    
activities:                    
 
Cash paid during the year for interest $  -   $  -    $         -    
Cash paid during the year for income taxes $  -   $  -   $         -    


Nugget Resources Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
(Expressed in U.S. Dollars)
31 March 2008
(Unaudited)

1. Basis of Presentation and Nature of Operations

The accompanying Financial Statements of Nugget Resources, Inc. (the “Company”) should be read in conjunction with the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2007. Significant accounting policies disclosed therein have not changed.

The accompanying Financial Statements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the balance sheet of the Company as at March 31, 2008, and the results of its operations and cash flows for the three months ended March 31, 2008. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.

Nugget Resources Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 10 March 2005. The Company is currently investigating prospective acquisitions. 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 31 March 2008 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 net loss for the six months ended March 31, 2008 and 2007 of $18,839 and $12,606, respectively, and has a working capital deficiency of $34,790 and $23,151 as at 31 March 2008 and 30 September 2007, 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 31 March 2008, 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.


Nugget Resources Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
(Expressed in U.S. Dollars)
31 March 2008
(Unaudited)

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.

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.


Nugget Resources Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
(Expressed in U.S. Dollars)
31 March 2008
(Unaudited)

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.

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.


Nugget Resources Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
(Expressed in U.S. Dollars)
31 March 2008
(Unaudited)

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.

Recently Issued Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and interpreted, which requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted.

At March 31, 2008, the Company did not have any derivative instruments or hedging activities. Management is aware of the requirements of SFAS 161 and will disclose when appropriate.

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.

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.


Nugget Resources Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
(Expressed in U.S. Dollars)
31 March 2008
(Unaudited)

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 31 March 2008, there were no outstanding stock options or warrants.
 
  During the period ended 31 March 2008, officers and/or directors of the Company made contributions to capital by the payment of Company expenses (Note 6).
 
6.      Related Party Transactions
 
  During the six month periods ended 31 March 2008 and 2007, officers and/or directors of the Company made contributions to capital for management fees and rent of $6,000 and $1,200 for both years, respectively (Note 5).
 
  During the six month period ended 31 March 2008, a director of the Company advanced $15,000 to the Company. The amount is unsecured, non interest bearing and is due on demand.
 

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

Item 2. Plan of Operation

Our plan of operation for the twelve months following the date of this 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.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results Of Operations For Period Ending March 31, 2008

We did not earn any revenues during the six-month periods ended March 31, 2008 or March 31, 2007. We incurred total operating expenses of $18,839 during the six months ended March 31, 2008 compared to $12,606 during the six months ended March 31, 2007, an increase of $6,233. General and administration expenses were $11,639 for the six months ended March 31, 2008 compared to $5,406 for the six months ended March 31, 2007, an increase of $6,233. Other operating expenses for the six months ended March 31, 2008 are $6,000 (2007: $6,000) being the recorded value of donated management fees, and $1,200 (2007: $1,200) in donated rent.

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.


Item 3 Controls and Procedures

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2008. This evaluation was conducted by Peter Sorel, our chief executive 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 within the time periods specified in the Commission’s rules and forms.

Limitations on the Effective 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, Peter Sorel, our chief executive 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.


PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

31.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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

We did not file any current reports on Form 8-K during the period.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 12, 2008

Nugget Resources Inc.

/s/ Peter Sorel
Peter Sorel, President


Exhibit 31.1

CERTIFICATION

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

1.      I have reviewed this quarterly report on Form 10-QSB 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 quarterly report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this quarterly 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: May 12, 2008

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


Exhibit 31.2

CERTIFICATION

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

1.      I have reviewed this quarterly report on Form 10-QSB 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 quarterly report;
 
3.      Based on my knowledge, the financial statements, and other financial information included in this quarterly 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: May 12, 2008

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


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

In connection with the Quarterly Report of Nugget Resources Inc. (the “Company”) on Form 10-QSB for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

          1.      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
          2.      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Date: May 12, 2008

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


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

In connection with the Quarterly Report of Nugget Resources Inc. (the “Company”) on Form 10-QSB for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

          1.      The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
          2.      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Date: May 12, 2008

/s/ Peter Sorel
Peter Sorel, Principal Financial Officer