1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 7, 1998 - -------------------------------------------------------------------------------- Date of report (Date of earliest event reported) NEVADA MANHATTAN MINING INCORPORATED - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) NEVADA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-12867 88-0219765 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 5038 N. PARKWAY CALABASAS, SUITE #100, CALABASAS, CA 91302 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (818) 591-4400 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) 2 Item 4. Changes in Certifying Accountants On July 7, 1998, Nevada Manhattan Mining Incorporated (the "Company") dismissed Jackson & Rhodes P.C., the Company's independent auditors. In connection with its audits of the Company's financial statements for the Company's most recent fiscal years, there were no disagreements with Jackson & Rhodes P.C. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Jackson & Rhodes P.C., would have caused Jackson & Rhodes P.C. to make reference to the matter in their report. Jackson & Rhodes' report on the Company's financial statements for each period for which Jackson & Rhodes performed an audit of the Company's financial statements contained no adverse or disclaimer of opinion and was not modified or qualified as to uncertainty, audit scope, or accounting principles. The decision to change accountants was approved by the board of directors of the Company. On July 7, 1998, the board of directors appointed Merdinger, Fruchter, Rosen & Corso, P.C. to serve as the Company's independent auditors for the fiscal year ended May 31, 1998. Item 7. Financial Statements and Exhibits (c) Exhibit Number 16.1 Letter Regarding Change in Certifying Accountants 3 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEVADA MANHATTAN MINING, INCORPORATED (Registrant) Date: July 10, 1998 BY: /s/ Jeffrey S. Kramer ---------------------------------- JEFFREY S. KRAMER CHIEF FINANCIAL OFFICER 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- 16.1 Letter Regarding Change in Certifying Accountant