10QSB 1 dec-qsb.txt MAIN DOCUMENT 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 December 31, 2006. [ ]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 Pending (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 7322 Prince Edward Street Vancouver, British Columbia, Canada V5X 3P7 (Address of principal executive offices) (Postal or Zip Code) Issuer's telephone number, including area code: 604-385-8444 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 February 13, 2007. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Financial Statements (Expressed in U.S. Dollars) (Unaudited) 31 DECEMBER 2006 NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Balance Sheets (Expressed in U.S. Dollars) (Unaudited)
AS AT 31 AS AT 30 DECEMBER SEPTEMBER 2006 2006 (AUDITED) $ $ ASSETS CURRENT Cash and cash equivalents 2,823 2,243 LIABILITIES CURRENT Accounts payable and accrued liabilities (Note 4) 11,007 10,574 Due to related party (Note 6) 2,500 - 13,507 10,574 STOCKHOLDERS' DEFICIENCY CAPITAL STOCK (Note 5) Authorized 31 December 2006 - 75,000,000 of common shares, par value $0.001 Issued and outstanding 31 December 2006 - 10,500,000 common shares, par value $0.001 31 December 2005 - 10,500,000 common shares, par value $0.001 10,500 10,500 ADDITIONAL PAID-IN CAPITAL 31,500 27,900 DEFICIT, ACCUMULATED DURING THE DEVELOPMENT STAGE (52,684) (46,731) (10,684) (8,331) 2,823 2,243
NATURE AND CONTINUANCE OF OPERATIONS (Note 1) The accompanying notes are an integral part of these financial statements. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Statements of Operations (Expressed in U.S. Dollars) (Unaudited)
FOR THE PERIOD FROM THE FOR THE THREE FOR THE THREE DATE OF INCEPTION ON MONTHS ENDED 31 MONTHS ENDED 31 10 MARCH 2005 TO 31 DECEMBER 2006 DECEMBER 2006 DECEMBER 2005 $ $ $ EXPENSES Mineral property expenditures (Note 3) 9,000 - - General and administrative (Schedule 1) 43,684 5,953 3,893 NET LOSS FOR THE PERIOD (52,684) (5,953) (3,893) BASIC AND DILUTED LOSS PER COMMON SHARE (0.001) (0.000) WEIGHTED AVERAGE NUMBER OF COMMON SHARES 10,500,000 10,500,000 USED IN PER SHARE CALCULATIONS
The accompanying notes are an integral part of these financial statements. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Statements of Cash Flows (Expressed in U.S. Dollars) (Unaudited)
FOR THE PERIOD FROM THE DATE OF FOR THE THREE FOR THE THREE INCEPTION ON 10 MARCH 2005 MONTHS ENDED MONTHS ENDED TO 31 DECEMBER 31 DECEMBER 31 DECEMBER 2006 2006 2005 $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period (52,684) (5,953) (3,893) Adjustments to reconcile loss to net cash used by operating activities Contributions to capital by related parties 18,000 3,600 3,600 - expenses (Notes 5, 6, and 8) Changes in operating assets and liabilities Increase in accounts payable and accrued 11,007 433 275 liabilities (23,677) (1,920) (18) CASH FLOWS FROM FINANCING ACTIVITIES Increase in due to related party 2,500 2,500 - Common shares issued for cash 24,000 - - 26,500 2,500 - INCREASE (DECREASE) IN CASH AND CASH 2,823 580 (18) EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 2,243 19,945 CASH AND CASH EQUIVALENTS, END OF PERIOD 2,823 2,823 19,927
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (Note 8) The accompanying notes are an integral part of these financial statements. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Statements of Changes in Stockholders' Deficiency (Expressed in U.S. Dollars) (Unaudited)
NUMBER OF CAPITAL ADDITIONAL DEFICIT, ACCUMULATED STOCKHOLDERS' COMMON SHARES STOCK PAID-IN DURING THE DEFICIENCY ISSUED CAPITAL DEVELOPMENT STAGE $ $ $ $ BALANCE AT 10 MARCH 2005 (INCEPTION) Common shares issued for cash ($0.001 per share) 5,000,000 5,000 - - 5,000 - 18 March 2005 Common shares issued for cash ($0.001 per share) 4,000,000 4,000 - - 4,000 - 5 April 2005 Common shares issued for cash ($0.01 per share) 675,000 675 6,075 - 6,750 - 13 April 2005 Common shares issued for cash ($0.01 per share) 825,000 825 7,425 - 8,250 - 21 April 2005 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, 6 and 8) - - 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, 6 and 8) - - 3,600 - 3,600 Net loss for the period - - - (5,953) (5,953) BALANCE AT 31 DECEMBER 2006 10,500,000 10,500 31,500 (52,684) (10,684)
The accompanying notes are an integral part of these financial statements. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Schedule 1 - General and Administrative Expenses (Expressed in U.S. Dollars) (Unaudited)
FOR THE PERIOD FROM THE DATE OF FOR THE THREE FOR THE THREE INCEPTION ON 10 MARCH 2005 MONTHS ENDED MONTHS ENDED TO 31 DECEMBER 31 DECEMBER 31 DECEMBER 2006 2006 2005 $ $ $ Bank charges 159 45 - Filing fees and interest 1,146 - - Legal and accounting 21,980 1,982 275 License and permits 331 - - Management fees (Notes 5, 6 and 8) 15,000 3,000 3,000 Office and miscellaneous 918 301 18 Rent (Notes 5, 6 and 8) 3,000 600 600 Transfer agent fees 1,150 25 - 43,684 5,953 3,893
The accompanying notes are an integral part of these financial statements. 1. NATURE AND CONTINUANCE 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 a development 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 principle operations have not commenced. Accordingly, no revenue has been derived during the organization period. The Company's financial statements as at 31 December 2006 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 of $5,953 for the period ended 31 December 2006 (2005 - $3,893) and has a working capital deficiency of $10,684 at 31 December 2006 (30 September 2005 - $8,331). 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 2007. 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 December 2006, the Company was not engaged in a business and had suffered losses from development 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. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) 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 development 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 amortized 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 NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) 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 using the treasury stock method and convertible preferred stock using the if-converted method. 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. COMPREHENSIVE LOSS SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 30 September 2006, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. SFAS 131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS 131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time. START-UP EXPENSES The Company has adopted Statement of Position No. 98-5, Reporting the Costs of Start-up Activities, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 10 March 2005 to 30 September 2006. FOREIGN CURRENCY TRANSLATION The Company's functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. 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 and related party payables. 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 NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) 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. RECENT ACCOUNTING PRONOUNCEMENTS In May 2005, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 154, Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after 15 December 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position. In March 2005, the Securities and Exchange Commission ("SEC") staff issued Staff Accounting Bulletin ("SAB") No. 107 to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB No. 107 during implementation of SFAS No. 123R. In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after 15 June 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company's results of operations or its financial position. In December 2004, the FASB issued SFAS No. 123R, Share Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance. SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or annual reporting period that begins after 15 December 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or its financial position. The FASB has also issued SFAS No. 151, 152, 155 and 156, but they will not have an effect of the financial reporting of the Company. 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 hectacre 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 has paid $5,000 for exploration work on the property. Since the Company has not established the commercial feasibility of the mineral claim, the acquisition costs have been expensed. 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. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) 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 December 2006, there were no outstanding stock options or warrants. During the period ended 31 December 2006, officers and/or directors of the Company made contributions to capital by the payment of Company expenses (Notes 6 and 8). 6. RELATED PARTY TRANSACTIONS During the period ended 31 December 2006, officers and/or directors of the Company made contributions to capital for management fees and rent of $3,000 (31 December 2005 - $3,000, cumulative - $15,000) and $3,000 (31 December 2005 - $600, cumulative - $3,000) respectively (Notes 5 and 8). During the period ended 31 December 2006, a director of the Company advanced $2,500 to the Company. The amount is non interest bearing and has no specific terms of repayment. 7. INCOME TAXES The Company has losses carried forward for income tax purposes to 31 December 2006. There are no current or deferred tax expenses for the period ended 31 December 2006 due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) The provision for refundable federal income tax consists of the following:
FOR THE PERIOD FROM THE FOR THE THREE FOR THE THREE DATE OF INCEPTION ON MONTHS ENDED 31 MONTHS ENDED 31 10 MARCH 2005 TO 31 DECEMBER 2006 DECEMBER 2006 DECEMBER 2005 $ $ $ Deferred tax asset attributable to: Current operations 17,913 2,024 1,324 Contributions to capital by related parties - expenses (6,120) (1,224) (1,224) Less: Change in valuation allowance 11,793 (800) (100) Net refundable amount - - -
The composition of the Company's deferred tax assets as at 31 December 2006 and 30 September 2006 are as follows:
AS AT 31 DECEMBER AS AT 30 SEPTEMBER 2006 2006 (AUDITED) $ $ Net income tax operating loss carryforward 2,353 32,331 Statutory federal income tax rate 34% 34% Effective income tax rate 0% 0% Deferred tax assets 800 10,992 Less: Valuation allowance (800) (10,992) Net deferred tax asset - -
The potential income tax benefit of these losses has been offset by a full valuation allowance. NUGGET RESOURCES INC. (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements (Expressed in U.S. Dollars) 31 December 2006 (Unaudited) As at 31 December 2006, the Company has an unused net operating loss carry- forward balance of approximately $34,684 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between the years 2025 and 2026. 8. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
FOR THE PERIOD FROM THE FOR THE PERIOD FOR THE PERIOD DATE OF INCEPTION ON ENDED 31 ENDED 31 10 MARCH 2005 TO 31 DECEMBER 2006 DECEMBER 2006 DECEMBER 2005 $ $ $ Cash paid during the year for interest - - - Cash paid during the year for income taxes - - -
During the period ended 31 December 2006, officers and/or directors of the Company made contributions to capital for management fees and rent of $3,000 (31 December 2005 - $3,000, cumulative - $15,000) and $600 (31 December 2005 - $600, cumulative - $3,000) respectively (Notes 5 and 6). 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 complete the recommended exploration program on the Raven property consisting of follow-up mapping and sampling. In addition, a review of the old workings along the western side of Raven Mountain will be visited and sampled. And finally, further work will be done in identifying the historic claim stakes and workings to identify the appropriate showings, adits, shafts and trenching. An adit is an opening driven horizontally into a side of a hill or mountain in order to access rock within. Trenching involves removing surface soil using a backhoe or bulldozer. Samples are then taken from the bedrock below and analyzed for mineral content. We anticipate that the program will cost approximately $6,200.00. To date, we have not commenced exploration on the Raven property. Ms. Brickner, our consulting geologist, will provide and recommend a budget for a Phase 2 upon completion of Phase One. In the next 12 months, we also anticipate spending an additional $15,000 on professional fees and administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be approximately $22,000. 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 directors, 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 expect to earn any revenue from operations until we have either commenced mining operations on the Raven property or have sold an interest in the property to a third party. Before this occurs, we expect that we will have to complete current recommended exploration on the property, as well as additional exploration recommended by a geologist. 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 DECEMBER 31, 2006 We did not earn any revenues in the three-month period ended December 31, 2006. We do not anticipate earning revenues unless we enter into commercial production on the Raven property, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production. We incurred operating expenses in the amount of $5,953 in the three-month period ended December 31, 2006. These operating expenses were comprised of $1,982 in legal and accounting fees, $3,000 in the recorded value of donated management fees, $600 in donated rent, bank charges and interest, $25 in share transfer agent fees and $301 in office and administration fees. 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 December 31, 2006. This evaluation was conducted by Peter Sorel, our chief executive officer and David Matzele, 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 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 no 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 and David Matzele, our principal accounting officer, have 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 906 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. February 13, 2007 Nugget Resources Inc. /s/ Peter Sorel ------------------------------ Peter Sorel, President Exhibit 31.1 CERTIFICATION I, Peter Sorel, President and 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: February 13, 2007 /s/ Peter Sorel ------------------------------------------- Peter Sorel, President and C.E.O. Principal Executive Officer Exhibit 31.2 CERTIFICATION I, David Matzele, 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: February 13, 2007 /s/ David Matzele ---------------------------------- David Matzele 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 December 31, 2006 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: February 13, 2007 /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 December 31, 2006 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: February 13, 2007 /s/ David Matzele --------------------------------------- David Matzele, Principal Financial Officer