United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended November 30, 1998.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number: 0-25117
NEVADA MANHATTAN GROUP, INCORPORATED
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 88-0219765
(State or Other Jurisdiction of (I.R.S.Employer Identification No.)
Incorporation or Organization)
5038 N. PARKWAY CALABASAS, SUITE #100, CALABASAS, CA 91302
(Address of Principal Executive Offices)
(818) 591-4400
(Issuer's Telephone Number, Including Area Code)
TERRA NATURAL RESOURCES CORPORATION
(dba Nevada Manhattan)
(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
3 or 15(d) of the 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
---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 64,782,539 shares of Common
Stock and 176,414 shares of Series A Preferred Stock.
Traditional Small Business Disclosure Format (check one): Yes X No ___
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NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB
PART I FINANCIAL INFORMATION PAGE NO.
Item 1 Financial Statements for Nevada Manhattan Group, Inc. 2
Consolidated Balance Sheets -
November 30, 1998 and May 31, 1998 3
Consolidated Statements of Operations -
Three and Six Months Ended November 30, 1998 and 1997 4
Consolidated Statements of Cash Flow -
Six Months Ended November 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operation 10
Year 2000 Disclosure 13
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Changes in Securities 16
Item 3 Defaults Upon Senior Securities 16
Item 4 Submission of Matters to a Vote of Security Holders 17
Item 5 Other Information 18
Item 6 Exhibits and Reports on Form 8-K 19
Signature 20
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3
NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited)
ASSETS
Current assets: November 30, 1998 May 31, 1998
----------------- ------------
Cash and cash equivalents $1,420,169 $ 81,529
Accounts receivable, net of allowance
for doubtful accounts of $150,000 898,257 255,027
Inventories 401,199 108,844
Prepaid expenses 232,240 283,354
------------ ----------
Total current assets 2,951,865 728,754
Properties and equipment
Mineral Properties:
Domestic 2,936,000 2,936,000
Indonesia 1,400,000 1,400,000
Timber concession 700,000 700,000
Machinery and equipment, net 428,469 355,392
Other Assets 3,300 265,700
------------ ----------
TOTAL ASSETS $8,419,634 $6,385,846
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Accounts payable and Accrued Expenses $1,375,453 $1,445,106
Convertible Notes 1,366,462 1,889,025
Note Payable to Officer 154,009 718,000
Current portion of long-term debt -- 32,214
------------ ----------
Total current liabilities 2,895,924 4,084,345
Long term debt -- 44,327
Convertible debentures 2,419,182 2,313,459
------------ ----------
Total liabilities 5,315,106 6,442,131
Commitments and contingencies --- ---
Stockholders' Equity (Deficiency):
Preferred stock, $1 par, 250,000 shares
Authorized, 176,414 outstanding
At November 30, 1998 and May 31, 1998 176,414 176,414
Common stock, $0.01 par, 49,750,000
Shares authorized, 43,783,563 and
26,492,543 shares issued and outstanding 437,836 264,926
Additional paid-in capital 33,740,597 28,715,550
Accumulated Foreign Currency Translation ( 57,274) 24,940
Subscriptions receivable ( 428,850) --
Accumulated deficit (30,764,195) (29,238,115)
------------ ----------
Total stockholders' equity (deficiency) 3,104,528 ( 56,285)
------------ ----------
TOTAL LIABILITIES AND STOCKHOLDER EQUITY
(DEFICIENCY) $8,419,634 $6,385,846
============ ==========
See accompanying notes to consolidated financial statements
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NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended November 30, 1998 and 1997
(Unaudited)
Three Months Six Months
----------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
Revenues $7,750,776 $ 195,030 $7,957,464 $ 351,806
Cost of Sales 6,456,327 185,278 6,605,370 265,873
---------- ---------- ---------- ---------
Gross profit 1,294,449 9,752 1,352,094 85,933
General and administrative
Expenses 1,127,031 1,630,881 2,513,347 2,901,426
---------- ---------- ---------- ---------
Net income (loss) from
Operations 167,418 (1,691,693) (1,161,253) (2,970,493)
Other Expenses 130,735 70,564 364,827 155,000
---------- ---------- ---------- ---------
Net Income (Loss) 36,683 (1,691,693) (1,526,080) (2,970,493)
---------- ---------- ---------- ---------
Cumulative preferred dividends -- ( 29,019) -- ( 58,356)
---------- ---------- ---------- ---------
Net income (loss) attributable
to common shareholders $ 36,683 ($1,720,712) ($1,526,080) $3,028,849)
========== =========== =========== ==========
Basic Income (Loss) Per Share $ 0.00 $ (0.14) $ (0.04) $ (0.24)
========== =========== =========== ==========
Diluted Income (Loss)
Per Share $ 0.00 $ (0.14) $ (0.04) $ (0.24)
========== =========== =========== ==========
Weighted average shares
outstanding 34,668,106 12,477,251 34,668,106 12,477,251
---------- ---------- ---------- ----------
See accompanying notes to consolidated financial statements
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NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended November 30, 1998 and 1997
1998 1997
---- ----
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $(1,526,080) $(2,970,493)
Adjustments to reconcile net loss to net
cash used in operating activities:
Common stock issued for services 322,486 --
Amortization of Debenture Discount 105,723 --
Depreciation and amortization 25,878 213,998
(Increase) Decrease
Accounts receivable (547,230) 38,101
Inventories (292,355) --
Prepaid expenses 228,163 ( 96,651)
Other Assets 262,400 --
Increase (Decrease)
Accounts payable and accrued Expenses 346,573 838,927
---------- ---------
Net cash used in operating activities (1,074,442) (1,976,114)
---------- ---------
Cash flows from investing activities:
Purchase of property and equipment ( 98,955) ( 517,019)
---------- ---------
Cash flows from financing activities:
Proceeds from Issuance of convertible
debentures -- 1,500,000
Payments on long-term debt -- (288,376)
Proceeds from issuance of notes to
stockholders 99,125 739,241
Proceeds from issuance of stock 2,495,129 --
---------- ---------
Net cash provided by financing activities 2,594,254 1,950,865
---------- ---------
Foreign Currency Translation Adjustment ( 82,217) --
---------- ---------
Net increase (decrease) in cash and cash
equivalents 1,338,640 (542,273)
---------- ---------
Cash and cash equivalents at beginning of
period 81,529 559,510
---------- ---------
Cash and cash equivalents at end of period $1,420,169 $ 17,237
---------- ---------
Supplemental disclosure of cash flow information:
During the six months ended November 30, 1998 and 1997, the Company paid no
income taxes and no interest.
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the six months ended November 30, 1998, the Company issued: 568,469
shares of its common stock for services rendered by employees and third parties
for $334,533; and 138,834 shares of its common stock for $187,846 of liquidated
damages associated with Convertible Debentures.
See accompanying notes to consolidated financial statements
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6
NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Statement of Information Furnished
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of November
30, 1998, the results of operations for the three and six months ending
November 30, 1998 and 1997, and the cash flows for the six months ended
November 30, 1998 and 1997. These results have been determined on the basis
of generally accepted accounting principles and practices applied
consistently with those used in the preparation of the Company's audited
financial statements for its fiscal year ended May 31, 1998.
2. Business
The Company's business is the harvesting of timber and the production and
sales of rough sawn lumber and other finished wood products in Brazil, the
exploration of precious metals in Nevada and the exploration, production
and sales of precious metals, timber and fish products in Russia and the
Commonwealth of Independent States, and the exploration of coal and
precious metals in Indonesia. The Company holds various rights to develop
and/or harvest timber properties on up to approximately 665,000 hectares
located in the state of Para, Brazil; the right to conduct sawmill
operations at a 3.6 hectare sawmill facility located near the port city of
Belem, Para, Brazil; fishing operations in Russia; and mining and timber
rights and reserves in Russia; and the right to conduct exploration
activities on seven (7) gold properties and four (4) coal properties in
Indonesia. In August 1998, the Company entered into an agreement to harvest
timber from an additional 1,380 hectares in Para, Brazil, for a period of
thirty years. The Company also has sales and marketing activities for
timber products, metals and mining products and fish products.
3. Other
A. On August 31, 1998, the Company announced that it received an initial
capital infusion of $500,000 from a group led by Tetsuo Kitagawa and
during the period October 19, 1998 to November 24, 1998 an additional
equity investment in excess of $1,100,000 was received from the same
group. Mr. Kitagawa had a 25-year history with the Marubeni Group and
until recently was the financial managing director of Marubeni's
subsidiary in Holland. Mr. Kitagawa is currently assigned by the
Office of the President of the Russian Federation to form investment
funds in and outside of Russia under the management of the Office of
the President of the Russian Federation for the improvement of its
economy. Mr. Kitagawa, with his group, will provide full-time
management and financial services for the Company. The Company has
been reviewing acquisition candidates submitted through Mr. Kitagawa
and certain of his associates, many of which are located in the
countries of the former Soviet Union. On October 14, 1998, Mr.
Kitagawa was elected a director of the Company by the Board of
Directors and currently serves as the Company's Chief Financial and
Operating Officer.
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B. From July 1997 through October 16, 1998, Jeffrey S. Kramer, President,
provided loans to the Company, aggregating approximately $714,000 in
principal. Mr. Kramer and the Company have reached an agreement for a
partial settlement of these outstanding loans through the issuance of
restricted common shares by the Company. On October 23, 1998, the
Company issued Mr. Kramer 583,200 shares of restricted common stock in
settlement of $583,200 of principal and interest.
On October 20, 1998, Christopher Michaels, Chairman, purchased 929,500
shares of restricted common stock from the Company at a purchase price
of $0.30 per share through the issuance of a promissory note in the
amount of $278,850, due on or before October 20, 2003 at an interest
rate of prime plus 1%. The note is collateralized by the common stock.
C. On October 9, 1998, the Company and Cyprus Amax Coal Co., a unit of
Cyprus Amax Minerals Co. (NYSE:CYM) signed an agreement to operate and
fund one of Nevada Manhattan's coal holdings in East Kalimantan,
Indonesia. Under the terms of the agreement, Cyprus will have the
exclusive right to further explore and develop the East Kalimantan coal
property and the right to acquire an 85% interest. Cyprus will manage,
operate and sell the coal. Cyprus will be responsible for 100% of the
costs and expenses of each phase of exploration and development. These
expenditures will be recoverable from production.
D. On October 8, 1998, the Company elected not to proceed with the
acquisition of the Skluth "Timberlands" in the states of Para and
Amazonas, Brazil. The 5,000,000 escrowed shares were immediately
cancelled on the books and records of the Company and the original
property deeds were returned. The Company does not anticipate that the
reduction in timberland holdings will have an impact on current
operations.
E. On November 30, 1998, the Company announced that, as part of the
company's diversification plan, the following three companies were
formed and are operational: Science and Technology Resources, Inc.
("STR"), Nevada Manhattan Tokyo branch and NV Rexco.
STR, a Nevada corporation wholly owned by Nevada Manhattan, with
operations offices in the Washington, DC area, was formed to acquire,
initiate and utilize a variety of patented technologies, some of which
may have important application in the area of natural resources. STR is
headed by Dr. Thomas Ward, a consultant to the U.S. Department of
Energy.
Nevada Manhattan Tokyo was formed to act on behalf of Nevada Manhattan
to transact the sale and marketing of Nevada Manhattan's products as
well as other companies' products produced from diverse areas around
the world.
NV Rexco, a California corporation, was formed to act on behalf of
Nevada Manhattan for the fishing, processing and distribution of fish
and other seafood, as well as sales and distribution of timber and
other resources, primarily products from the Far East.
All three divisions and/or subsidiaries are operational.
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F. On October 5, 1998, the Company announced an agreement for the
acquisition of a substantial interest in a revenue-producing oil and
gas project located on the Plainview natural gas field in Macoupin
County in southwest Illinois. The agreement was subject to verification
of the seller's projections. Upon careful consideration and extensive
due diligence, the Company has elected not to proceed with the
acquisition.
4. Subsequent Events
A. On December 23, 1998, the Company acquired 80% of the metal mining
reserves and timber properties of Chrustalnaya, a Russian joint stock
company headquartered in Kavalerovo for 8,000,000 shares of restricted
common stock. Chrustalnaya has approximate reported annual timber and
mining revenues in excess of $16 million. Chrustalnaya's reported
proven mining reserves are in excess of 16,690 tons of tin, 9,970 tons
of lead, 50,970 tons of zinc, 426 tons of silver, 2,760 tons of copper
and 878 kg. of gold. Reported dense timber holdings in the Primorsky
Kray region are over two million hectares or 9,000 square miles.
Chrustalnaya's mining activities include mining, processing ore of
colored metals and obtaining concentrates in the fields of gold,
silver and tin.
The Company intends to continue to mine and harvest the resources of
Chrustalnaya under existing license agreements.
The determination of issuing 8,000,000 shares for consideration is
based on the current and anticipated market value of the Company's
common stock and is based on the current and anticipated value of the
assets that the Company is acquiring.
Nevada Manhattan's activities in Russia and the surrounding
Commonwealth of Independent States (CIS) countries will be supervised
by Dr. Alexander Gonchar, chairman of the General Euro-Asian Committee
of Coal, Metals and Natural Resources, which is comprised of the
presidents of the 11 CIS members. Dr. Gonchar is a well-known
academician and a respected member of the Academy of Science in Russia
as well as other highly respected scientific communities.
While management previously considered an acquisition of
Chrustalnaya's stock, it was determined by the parties that the asset
acquisition, rather than the stock purchase, was in the best interests
of all parties concerned due to international complexities and
reporting requirements.
B. In consideration of other acquisitions being negotiated but not yet
consummated, the Company entered into an agreement with Asset
Management Academy ("AMA"), a California corporation, and issued AMA
5,000,000 shares of restricted common stock for fees and services in
connection with these acquisitions.
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C. On December 31, 1998, pursuant to the terms of a Term Sheet executed
by the Company and Capco Acquisub Inc., (the "Term Sheet") the Company
acquired 1,212,000 shares (35%) of Meteor Industries Inc. (NASDAQ:
METR) from Capco Acquisub Inc., ("Capco") at a purchase price of $7.00
per share plus additional consideration in the form of certain options
to buy Nevada Manhattan common stock.. Pursuant to the Term Sheet,
Capco agreed to deliver an additional 518,000 shares of Meteor to the
Company by January 14, 1999 at a purchase price of $7.00 per share.
See Part II, Item 5. for a detailed description of the acquisition.
The entire transaction may be rescinded by the Company at any time
before February 15, 1999.
Meteor Industries is a Denver-based company engaged in the business of
distribution and sales of refined petroleum and related products
throughout the Rocky Mountain region. Meteor generated $88 million in
revenues for the nine-month period ended Sept. 30, 1998, and net
profit for the same period was almost $1 million. Meteor owns,
operates and acquires independent refined petroleum product
distribution companies. It sells gasoline, diesel fuel, lubricants,
propane and convenience store items. Meteor's revenues have grown
approximately 35% annually over the past three year through the
acquisition of profitable petroleum firms, primarily in the western
United States.
Under the terms of the acquisition, Ilyas Chaudhary, chairman of
Meteor Industries and Capco, will now serve on Nevada Manhattan's
board of directors. Meteor announced that it intends to expand its
board of directors from the five existing members to seven members
with the two vacancies being filled by representatives of Nevada
Manhattan.
D. At the annual meeting of stockholders on December 9, 1998, more fully
described under Part II, Item 4, the stockholders approved an increase
in the authorized common stock from 49,750,000 shares to 250,000,000
shares, enabling the Company to have greater flexibility in considering
potential future actions involving the issuance of stock which may be
necessary or desirable to accommodate the Company's growth plan,
including capital raising transactions and acquisitions.
E. In December, 1998 an investor subscribed for 6,000,000 shares of Common
Stock, pursuant to a private placement, at a purchase price of
$1,500,000, through the issuance of a Promissory Note (the "Note") at
the interest rate of average monthly Federal Funds rate as listed daily
in the Wall Street Journal, payable in installments of $400,000 on or
around December 20, 1998 and $1,100,000 on March 25, 1999. The first
installment has been received by the Company.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
RESULTS OF OPERATIONS
Comparison of Results of Operations - Six months ended
---------------------------------------------------------
November 30, 1998 and November 30, 1997
----------------------------------------
Revenues for the six months ended November 30, 1998 were $7,957,464,
as compared to $351,806 for the same period in 1997. The increase of
$7,605,658 in revenues is attributed primarily to the Company's new
operations as follows: $1,326,417 from Fishing operations and
$6,270,000 attributed to the Company's sales and marketing activities
of products manufactured in the Commonwealth of Independent States.
These are new revenue generators for the Company and may be indicative
of what the Company will do in the future. However, no assurances can
be given.
Gross profit margin for the six months ended November 30, 1998 was 17%,
compared to gross profit margin of 24% for the same period in 1997. The
sale of fish had a gross profit margin of 6% and sales and marketing
activities had a gross profit margin of 19%. However, gross profit
margins the Company is experiencing now are not necessarily indicative
of what can be anticipated in the future.
General and administrative expenses for the six months ended November
30, 1998 were $2,513,347 compared to $2,901,427 for the same period in
1997. The decrease of approximately $500,000 is attributed primarily to
reduced expenses and increased efficiencies in the Brazilian operations
and reduction in related travel expense.
Other expense which consists of interest for the six months ended
November 30, 1998 was $364,827 compared to $155,000 for the same
period in 1997. The increase of $209,826 in the Company's interest
expense is attributable primarily to convertible debentures and notes
payable to shareholders.
Comparison of Results of Operations - Three months Ended
------------------------------------------------------------
November 30, 1998 and November 30, 1997
---------------------------------------
Revenues for the quarter ended November 30, 1998 were approximately
$7,750,776 as compared to $195,030 for the same period in 1997. The
increase of $7,555,746 in revenues is attributed primarily to the
Company's new operations as follows: $1,326,417 from Fishing
operations and $6,270,000 attributed to the Company's sales and
marketing activities of products manufactured in the Commonwealth of
Independent States. These are new revenue generators for the Company
and may be indicative of what the Company will do in the future.
However, no assurances can be given.
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Gross profit margin for the three months ended November 30, 1998 was
17% compared to gross profit margin of 5% for the same period in 1997.
The sale of fish had a gross profit margin of 6% and the sales and
marketing activities had a gross profit margin of 19%. However, gross
profit margins the Company is experiencing now are not necessarily
indicative of what can be anticipated in the future.
General and administrative expenses for the three months ended November
30, 1998 were $1,127,031 compared to $1,630,881 for the same period in
1997. The decrease of approximately $500,000 is attributed primarily to
reduced expenses and increased efficiencies in the Brazilian operations
and reduction in related travel expense.
Other expense which consists of interest for the three months ended
November 30, 1998 was $130,735 compared to $70,564 for the same period
in 1997. The increase of $60,171 in the Company's interest expense is
attributable primarily to convertible debentures and notes payable to
shareholders.
Net profit for the quarter ended November 30, 1998 was approximately
$36,683 as compared to a net loss of $1,720,712 for the same period in
1997. The net profit for the quarter ended November 30, 1998 was
attributable to increased revenues from the newly instituted fishing
and sales and marketing activities of the Company. No assurance can be
given that the Company's activities resulting in increased revenues and
its first reported earnings can be continued.
LIQUIDITY AND CAPITAL RESOURCES
For the first time since the Company's inception it has experienced net
income. Revenues increased substantially due to increased activities in
the areas of sales and marketing, fishing and Brazilian timber
operations. Management anticipates that this trend may continue,
though no assurances can be given.
The Company had a cash position, at November 30, 1998, of $1,420,169,
of which $700,000 is being allocated for use in the sales and marketing
activities of the Company and is not available for general corporate
purposes. The other $720,000 is available for general corporate
purposes.
Pursuant to the Company's expansion and diversification plan, including
the formation of NV Rexco and Nevada Manhattan Tokyo Branch, as well as
increased revenue from the Company's fishing and sales and marketing
activities, as well as increased revenue from the Company's Brazilian
Timber Operations, the Company has begun to generate significant
revenue and initial net cash flows for the first time. The Company
believes that with the anticipated increase in daily production from
each of these operations, expenses and overhead will be funded by the
cash flow generated from its operations.
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The acquisition of the assets of Chrustalnaya, with reported annual
revenue in excess of $16,000,000, for 8,000,000 shares of restricted
common stock of the Company, represents an additional significant
source of potential revenue and earnings.
With the recent acquisition of a 35% interest in Meteor Industries
Inc. ("Meteor") and the anticipated acquisition of an additional 15%
interest in Meteor, the Company intends to acquire a controlling
interest for the purpose of consolidating Meteor's balance sheet which
represents in excess of $100 million in annual revenues and in excess
of $1 million in net profit. The initial 1,212,000 shares of Common
Stock of Meteor were purchased for $8,484,000 ($7.00 per share),
payable $500,000 on December 30, 1998, with the remaining portion
being payable in installments. (See Part II, Item 5.A.) In addition,
the Company has contracted to purchase an additional 518, 000 shares
of Common Stock for $3,626,000 ($7.00 per share) payable in
installments. The $500,000 paid to the seller on December 30, 1998 was
working capital of the Company. The Company does not know the source
of the remaining payments, which may be from working capital, sales of
securities of the Company, loans or other sources.
As of August 28, 1998, TiNV1, Inc., ("TiNV1"), entered into a
Subscription Agreement and a letter agreement with the Company pursuant
to which TiNV1 purchased 5,500,000 shares of the Company's restricted
common stock for $500,000. In the quarter ended November 30, 1998, the
Company received in excess of an additional $1,000,000 of equity
funding from TiNV1 principals and/or affiliates. On December 9, 1998
the Company's stockholders approved an option for TiNV1 to purchase an
additional 70,000,000 shares of restricted common stock at an exercise
price of $0.335 per share which was the trading price of the Company's
common stock on the date of the transaction.
On March 27, 1998, the Company executed an agreement securing $14
million in equity financing. The financing, through Bristol Asset
Management Company II LLC, requires an effective registration statement
and enables the Company to draw up to $14 million over a three-year
period. As of the filing date of this Quarterly Report, the Company has
not effected a registration statement covering the common stock to be
issued pursuant to the $14 million equity financing agreement.
The Company anticipates that it will require additional capital and
intends to secure it through its agreement with Bristol Asset
Management Company II LLC, by utilizing a publicly registered offering
of its securities, the capital provided by the TiNV1 transaction,
"Private Placements" and/or funds generated from operations.
This section of the Quarterly Report contains 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 which could cause actual results to differ
materially from those described in the forward-looking statements.
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YEAR 2000 DISCLOSURE
--------------------
The Company has appointed a Y2K Risk Manager to look into all possible
effects of Y2K problems within the business operations of the Company
and implement corrective action to ensure that the Company's
operations will not be adversely affected.
The corporate headquarters in the United States maintains eight
computers connected on a peer-to-peer network and four computers
independent of the network. The Company's office in Japan maintains
two computers independent of any network. The company has no
proprietary software. All hardware and software vendors have been
contacted and have expressed no immediate Y2K concerns in relation to
the company's hardware and software. The company has no immediate
plans to either replace or upgrade the computers unless the hardware
and software vendors express concern in regards to the Y2K problem.
The company's Y2K Risk Manager shall periodically seek an update from
hardware and software manufacturers in order to update the company's
Y2K information and re-assess any possible Y2K problems.
If the Company had to replace all of its computers, the costs would be
approximately $25,000. All Company files and records have been backed
up on zip drives and are continuously backed up on a weekly schedule.
Furthermore select Company proprietary, legal and financial
information has been backed up on hard copy in order to preserve
business records and maintain business flow in case of any possible
unforeseen or undisclosed Y2K conflicts by third parties.
The Company maintains a number of subsidiaries and/or affiliates in
various countries including the United States, Brazil, Indonesia, and
various republics of the Commonwealth of Independent States. As part
of the Company's risk assessment, the Risk Manager has contacted and
evaluated each affiliate and subsidiary in order to assess any
possible Y2K conflicts.
It has been determined that there are no conflicts within the
Company's United States and Indonesia operations/subsidiaries nor are
there any conflicts between suppliers and/or manufacturers within the
United States/Indonesia operations. The primary activities within
these regions are explorative and thus utilize no manufacturers and/or
suppliers as well as no equipment with possible imbedded chips and/or
microcontrollers.
The Company's subsidiaries in Brazil and the Commonwealth of
Independent States are currently in the process of assessing their
state of readiness and any possible counter measures that need to be
undertaken in order to assure Y2K compliance. Although it is believed
that all subsidiaries in Brazil and within the Commonwealth of
Independent States are Y2K compliant, The Company believes that since
the majority of the operations are manually conducted, the effects of
any possible technological problem shall be minimal.
The Company is in the process of contacting our customers and
suppliers and until the Company completes this process, the Company
may have a material adverse effect if they are not compliance with
Y2K.
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NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
1. Legal Proceedings
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Francis Parkes, Dr. Joe C. Rude III, Christopher D. Michaels and Nevada
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Manhattan Mining, Inc. v. Sheldon Salcman, Arie Rabinowitz, Mayer Rooz, Thomson
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Kernaghan & Co. Limited, Soreq, Inc., Silenus Limited, Mary Park Properties,
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L.H. Financial Services, Austost Anstalt Schaan, Tusk Investments, Inc., Mendel
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Group, Inc., Top Holding International, Ltd., Praha Investments S.A., UFH
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Endowment, Ltd., Atead Consulting S.A., and Ausinvest Anstalt Balzers, (Case No.
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98-5624 JSL(CTx) (the "Securities Action") was filed in United States District
Court for the Central District of California (the "Court") on July 14, 1998 on
behalf of the Company and Francis Parkes, Dr. Joe C. Rude and Christopher D.
Michaels, who are individual Company shareholders. In the Securities Action,
plaintiffs contend that defendants violated Section 10(b) and 13(g) of the
Securities Exchange Act of 1934, Section 1962(b) of the Racketeer Influenced and
Corrupt Organizations Act, and committed fraud by engaging in a fraudulent
scheme to manipulate and artificially depress the market in and for the
Company's common stock by use of massive short sales. Plaintiffs seek an
unspecified amount of damages, including punitive damages, a judicial
declaration that the terms, conditions and covenants of certain debentures and
subscription agreements were violated and certain injunctive relief. On November
2, 1998, the Court denied various motions to dismiss, strike or transfer the
complaint filed by various defendants. Thereafter, separate counterclaims for
breach of contract and declaratory relief were filed by each of Tusk
Investments, Inc., Silenus Limited, and Thomson Kernaghan & Co., Ltd. Discovery
in the Securities Action has just commenced.
UFH Endowment, Ltd. and Austost Anstalt Schaan v. Nevada Manhattan Mining
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Inc., Jeffrey Kramer and Christopher Michaels, (Case No. 98 Civ. 5032) (the "UFH
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Action") was filed in United States District Court for the Southern District of
New York on July 15, 1998, by the Securities Action defendants UFH Endowment,
Ltd. and Austost Anstalt Schaan against the Company, Jeffrey S. Kramer and
Christopher Michaels, officers and directors of the Company, President of the
Company. The plaintiffs in the UFH Action claim that the Company breached
certain debentures and subscription agreements, and that the other defendants
induced such breach, and thus seek an injunction directing the Company to file a
registration statement with the Securities and Exchange Commission ("SEC") and
to issue common stock, as well as damages from the Company and defendants Kramer
and Michaels. Approximately one month after first filing their complaint, the
plaintiffs amended their complaint to include a claim purporting to allege
violations by the Company and Jeffrey S. Kramer and Christopher Michaels. On or
about July 30, 1998 plaintiffs sought a preliminary injunction requesting that
the Company be compelled to file a registration statement with the SEC and issue
stock to the plaintiffs. This motion was denied. On July 27, 1998, the Company
and Messrs. Kramer and Michaels filed various motions to dismiss, stay, or
transfer the UFH Action. These motions have not yet been ruled upon by the
United States District Court for the Southern District of New York.
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Mendel Group, Inc. v. Nevada Manhattan Mining, Inc., Jeffrey Kramer and
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Christopher D. Michaels, (Case No. 98, Civ. 5504) (the "Mendel Action") was
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filed in United states District Court for the Southern District of New York on
or about August 6, 1998, by the Securities Action defendant Mendel Group, Inc.
("Mendel") against the Company, Jeffrey S. Kramer and Christopher Michaels.
Mendel claimed violations of Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934, the Uniform Commercial Code, and breach of contract based on
allegations that the Company wrongfully failed to honor the terms of certain
convertible debentures and failed to file a registration statement with the SEC.
The complaint requested that the court issue an injunction directing the Company
to file a registration statement with the SEC, issue common stock to them, and
requests damages against the Company, Jeffrey S. Kramer and Christopher
Michaels. On or about December 18, 1998, Mendel, on the one hand, and the
Company, Mr. Kramer and Mr. Michaels, on the other hand, agreed to settle and
dismiss the Mendel Action, and simultaneously to dismiss Mendel from the
Securities Action. The Mendel Action's dismissal was approved on January 9, 1999
by the United States District Court for the Southern District of New York.
Mary Park Properties, Inc. v. Nevada Manhattan Mining, Inc. Terra Natural
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Resources, Inc., Jeffrey Kramer and Christopher Michaels, U.S.D.C. Case No. CV
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98 6862 (the "Mary Park Action") was filed on November 4, 1998 in the United
States District Court for the Eastern District of New York by Securities Action
defendant Mary Park Properties, Inc. ("Mary Park"). In the Mary Park Action,
plaintiff alleges breach of contract by the Company for failure to permit Mary
Park to convert certain of its debentures in shares of common stock in the
Company, among other things. In addition, on November 4, 1998, Mary Park filed
an application in the Mary Park Action for a temporary restraining order and
order to show cause re preliminary injunction, seeking an order enjoining the
Company from issuing new common stock to any person other than Mary Park and
compelling the Company to convert certain of Mary Park's debentures into common
stock in the Company. On December 30, 1998, the Court denied Mary Park's
application for temporary restraining order and order to show cause re
preliminary injunction.
Tusk Investments, Inc. v. Terra Natural Resources Corp. aka Nevada Manhattan
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Mining Incorporated, TiNV1, Inc., Jeffrey Kramer and Christopher Michaels, LASC
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Case No. BC 200273 (the "Tusk State Action"), was filed in Los Angeles County
Superior Court on December 1, 1998. The Tusk State Action accused the Company
and Messrs. Kramer and Michaels of issuing new common stock and options to
purchase additional new common stock in the Company to TiNV1, Inc. ("TiNV1") as
part of a conspiracy to effect a "fraudulent transfer" of assets of the Company
to TiNV1. On December 1, 1998, plaintiff Tusk Investments, Inc. ("Tusk") sought
a temporary restraining order and order to show cause re preliminary injunction
in Department 86 of the Los Angeles County Superior Court, seeking an order
enjoining the Company from holding its December 9, 1998 annual shareholders
meeting as well as imposition of a receivership over any common stock in the
Company issued to TiNV1. After briefing and oral argument, on December 1, 1998,
the Court denied Tusk's application for temporary restraining order and order to
show cause re preliminary injunction. On December 22, 1998, the Company and
Messrs. Kramer and Michaels filed a demurrer in the Tusk State Action,
contending that the allegation of the Tusk State Action failed to state a
legally viable claim for relief. On December 29, 1998, Tusk voluntarily
dismissed the Tusk State Action.
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Silenus Limited v. Terra Natural Resources Corp. aka Nevada Manhattan Mining
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Incorporated, TiNV1, Inc., Jeffrey Kramer, Joseph C. Rude and Christopher
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Michaels, LASC Case No. BC 201577 (the "Silenus State Action"), was filed in Los
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Angeles County Superior Court on December 1, 1998. The Silenus State Action
accused the Company and Messrs. Kramer and Michaels and Joseph Rude, a director,
of issuing new common stock and options to purchase additional new common stock
in the Company to TiNV1, Inc. ("TiNV1") as part of a conspiracy to effect a
"fraudulent transfer" of assets of the Company to TiNV1, and further accused
Messrs. Kramer, Michaels and Rude of breaching their fiduciary duties as
directors by engaging in the alleged conduct described above, as well as by
allegedly attempting to fraudulently transfer assets of the Company to
themselves. On December 7, 1998, plaintiff Silenus Limited ("Silenus") sought a
temporary restraining order and order to show cause re preliminary injunction in
the Los Angeles County Superior Court, seeking an order enjoining the Company
from holding its December 9, 1998 annual shareholders meeting as well as
imposition of a receivership over any common stock in the Company issued to
TiNV1. After briefing and oral argument, on December 7, 1998 the Court denied
Silenus's application for temporary restraining order and order to show cause re
preliminary injunction. On December 31, 1998, the Company and Messrs. Kramer,
Michaels and Rude filed a demurrer in the Silenus State Action, contending that
the allegations of the Silenus State Action failed to state a legally viable
claim for relief, which demurrer is presently set for hearing on January 20,
1999.
2. Changes in Securities
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From the period September 1, 1998 to November 30, 1998, the Company offered
and sold 4,274,401 shares of its Common Stock in a private placement in reliance
upon Section 4(2) at prices ranging from $.07 to $.50 per share, based on a 50%
discount from market price. The Company believes that it met all of the
requirements contained in Section 4(2).
Sales of shares were made only to the class of persons meeting the
suitability requirements contained within the Offering. The Company reviewed
subscription documents which it required all prospective purchasers to complete.
From the period September 1, 1998 to November 30, 1998, the Company issued
2,910,632 shares of Common Stock to retire outstanding loans made to the
Company. These shares were issued in reliance upon Section 4(2) and were at a
price of $.20 to $1.00 per share. The Company believes that it met all of the
requirements contained in Section 4(2).
From the period September 1, 1998 to November 30, 1998, the Company issued
304,420 shares of Common Stock in payment for services rendered to the Company.
These shares were issued in reliance upon Section 4(2) and were at an average
price of $.30 per share. The Company believes that it met all of the
requirements contained in Section 4(2).
3. Defaults Upon Senior Securities
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Not applicable.
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4. Submission of Matters to a Vote of Security Holders
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The Company held its annual meeting of stockholders on December 9, 1998 in Los
Angeles, California (the "Meeting"). The number of shares of Common Stock issued
and outstanding as of the record date for the Meeting was 41,742,477. The number
of shares represented and voting in person or by proxy at the Meeting was
29,424,887.
1. All Director nominees were elected at the Meeting by the following vote.
These Directors constitute all the Directors of the Company.
Name For Withheld
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Christopher D. Michaels 29,255,151 169,736
Jeffrey S. Kramer 29,255,151 169,736
Joe C. Rude III 29,255,151 169,736
William E. Wilson 29,255,151 169,736
Tetsuo Kitagawa 29,250,892 173,995
Hironao Mutoh 29,234,324 190,563
Neil H. Lewis 29,254,116 170,771
Stockholders voted on the following proposals:
2. Proposed amendment to Articles of Incorporation to change the Company's name
from Terra Natural Resources Corporation to Nevada Manhattan Group,
Incorporated.
For: 28,944,266 Against: 392,658 Abstain: 87,963
3. Proposed amendment to Articles of Incorporation to increase the authorized
Common Stock from 49,750,000 to 250,000,000 shares.
For: 28,003,394 Against: 911,138 Abstain: 510,355
4. Authorization for Board of Directors to grant options to purchase up to
70,000,000 shares of Common Stock to TiNV1 at an exercise price of $.335 per
share, pursuant to an Option Agreement.
For: 24,498,845 Against: 1,108,073 Abstain: 689,246
Broker Non-Votes: 3,128,723
5. Ratification of Merdinger, Fruchter, Rosen & Corso, P.C. as the Company's
independent auditors for the fiscal year ending May 31, 1999.
For: 29,221,362 Against: 186,815 Abstain: 16,710
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5. Other Information
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A. Meteor Industries, Inc. Stock Acquisition
The Company entered into a binding term sheet, dated December 30, 1998
(the "Term Sheet"), with Capco Acquisub, Inc. (the "Seller"), pursuant to which
the Company purchased 1,212,000 shares of Common Stock (the "Initial Shares") of
Meteor Industries Inc. ("Meteor") from Capco for $8,484,000 ($7.00 per share),
payable $500,000 on December 30, 1998, with the remaining portion being payable
in installments. In addition, the Term Sheet provides for the purchase of an
additional 518, 000 shares of Common Stock (the "Additional Shares") from the
Seller by January 14, 1999, which Additional Shares are not presently owned by
the Seller. The purchase price for the Additional Shares is $3,626,000 ($7.00
per share) payable in installments.
If the Seller does not tender such additional shares by such date, the
Term Sheet requires the Seller to pay liquidated damages in the amount of
$500,000 or the Company may reduce the consideration otherwise payable to the
Seller for the Initial Shares by $500,000. The Seller's obligation to pay such
liquidated damages amount has been guaranteed by Ilyas Chaudhary (the owner of
substantially all of Seller). Under the provisions of the Term Sheet, the
Company agrees to cause one person nominated by the Seller to be included in
each management slate of Directors of the Company until January 1, 2002. Mr.
Chaudhary has been appointed to the Board of Directors of the Company pursuant
to such provision. The Term Sheet provides, among other things, that the Company
is to pay interest on the unpaid consideration at the rate of 11% per annum, and
that the parties are to negotiate definitive documents containing customary
representations, warranties, and covenants, including a pledge agreement
providing for a pledge by the Company of the Issuer stock acquired by it from
the Seller securing the Company's obligations to pay the purchase price and
interest. The Term Sheet also provides for the issuance to the Seller of options
expiring January 1, 2002 to purchase 15,000,000 shares of the Company's common
stock at an exercise price of $.335 per share and 2,000,000 shares at an
exercise price of $.65 per share. As of January 11, 1999, the Company's common
stock was trading at approximately $1.25 per share. The entire transaction may
be rescinded by the Company at any time before February 15, 1999. Exhibits
10.(xlii) and 10.(xliii) to this Report are hereby incorporated herein by this
reference and the foregoing description is qualified in its entirety thereby.
In determining the consideration, the Company took into account the
current and anticipated value of Meteor's common stock, the options to purchase
the Company's common stock and the value of Mr. Chaudhary as a member of the
Company's Board of Directors.
The $500,000 paid to the Seller on December 30, 1998 was working
capital of the Company. The Company does not know the source of the remaining
payments, which may be from working capital, sales of securities of the Company,
loans or other sources.
The Company is seeking to acquire a majority interest in Meteor by
January 14, 1999 pursuant to the Term Sheet. The Company intends to seek to
appoint a majority of Meteor's Board of Directors. The Company presently intends
to propose to Meteor that Meteor enter into a gasoline supply contract with the
Company pursuant to which the Company would supply significant amounts of
gasoline to Meteor at what is believed to be favorable prices. No assurance can
be given that the Company will either gain the aforesaid representation on
Meteor's Board of Directors or enter into a gasoline supply contract with
Meteor.
B. On January 13, 1999 the Company received comments from the Securities and
Exchange Commission relative to its valuation of its domestic mineral
properties. The Company and its accountants currently disagree with the position
of the staff of the Commission relative to the domestic mineral properties. The
Company plans to engage in discussions with the Commission's staff. A decision
will be made by management of the Company as to whether the financial statements
submitted herewith will require adjustment consistent with the final position of
the staff.
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6. Exhibits and Reports on Form 8-K
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EXHIBITS
Exhibit Description Reference No.
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Restated Amended By-Laws of Terra Natural Resources
Corporation as of November 30, 1998 3.(xii)
Certificate of Amendment of Articles of Incorporation
of Terra Natural Resources Corporation filed December 11, 1998 3.(xiii)
Memorandum of Agreement effective as of October 9, 1998,
between Cyprus Amax Coal Company and Nevada Manhattan
Mining, Inc. 10.(xli)
Term Sheet dated December 30, 1998 between Nevada Manhattan
Group, Inc. and Capco Acquisub, Inc. re Purchase of Common
Stock of Meteor Industries, Inc. 10.(xlii)
Personal Guaranty of Ilyas Chaudhary re Purchase of Common
Stock of Meteor Industries, Inc. 10.(xliii)
Letter Agreement for Asset Acquisition by and between Nevada
Manhatten Group, Incorporated and LLC NPK Edikt,
re Chrustalnaya Mining, dated December 23, 1998 10.(xliv)
Financial Data Schedule 27
Reports on Form 8-K
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None
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SIGNATURE
Pursuant to the requirements 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.
Nevada Manhattan Group, Incorporated
/s/ Jeffrey S. Kramer
January 19, 1999 _________________________________
Jeffrey S. Kramer, President
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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3.(xii) Restated Amended By-Laws of Terra Natural Resources
Corporation as of November 30, 1998
3.(xiii) Certificate of Amendment of Articles of Incorporation
of Terra Natural Resources Corporation filed December 11, 1998
10.(xli) Memorandum of Agreement effective as of October 9,
1998, between Cyprus Amax Coal Company and Nevada
Manhattan Mining, Inc.
10.(xlii) Term Sheet dated December 30, 1998 between Nevada Manhattan
Group, Inc. and Capco Acquisub, Inc. re Purchase of Common
Stock of Meteor Industries, Inc.
10.(xliii) Personal Guaranty of Ilyas Chaudhary re Purchase of Common
Stock of Meteor Industries, Inc.
10.(xliv) Letter Agreement for Asset Acquisition by and between
Nevada Manhatten Group, Incorporated and LLC NPK
Edikt, re Chrustalnaya Mining, dated December 23,
1998
27 Financial Data Schedule