1
                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, 1997.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
    For the  transition period from ________________ to _______________

                        Commission file number 001-12867

                      NEVADA MANHATTAN MINING, INCORPORATED
- --------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              NEVADA                                         88-0219765
(State or Other Jurisdiction of                            (I.R.S. Employer 
 Incorporation or Organization)                          Identification No.)

           5038 N. PARKWAY CALABASAS, SUITE #100, CALABASAS, CA 91302
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)
                                 (818) 591-4400
- --------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

- --------------------------------------------------------------------------------
              (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 [X]  No [ ]

                     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: 12,628,263 of Common Stock and
219,569 of Series A Preferred Stock.

      Traditional Small Business Disclosure Format (check one):  Yes [X]  No [ ]


   2

             NEVADA MANHATTAN MINING, INCORPORATED AND SUBSIDIARIES
                              INDEX TO FORM 10-QSB








PART I         FINANCIAL INFORMATION                                       PAGE NO.
                                                                     
Item 1         Financial Statements for Nevada Manhattan Mining, Inc.

               Consolidated Statements of Operations -
               Three and Six Months Ended November 30, 1997 and 1996            3

               Consolidated Balance Sheets -
               November 30, 1997 and May 31, 1997                               5

               Consolidated Statements of Cash Flow -
               Three and Six Months Ended November 30, 1997 and 1996            6

               Notes to Consolidated Financial Statements                       7

Item 2         Management's Discussion and Analysis of Financial
               Condition and Results of Operation                               10



PART II        OTHER INFORMATION

Item 1         Legal Proceedings                                                12

Item 2         Changes in Securities                                            12

Item 3         Defaults Upon Senior Securities                                  12

Item 4         Submission of Matters to a Vote of Security Holders              13

Item 5         Other Information                                                13

Item 6         Exhibits and Reports on Form 8-K                                 13

               Signature                                                        15


   3

             NEVADA MANHATTAN MINING, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED NOVEMBER 30, 1997 AND 1996




                                                            (UNAUDITED)
                                                       1997             1996
                                                       ----             ----
                                                                       
Revenues                                           $   195,030        $       --

Cost of sales                                          185,278                --
                                                  ------------       -----------

       Gross profit                                      9,752                --

Expenses:
       General and administrative                   (1,701,445)         (173,437)
                                                  ------------       -----------

Net loss                                            (1,691,693)         (173,437)

Cumulative preferred dividends                         (29,019)          (53,000)
                                                  ------------       -----------

Net loss attributable to common shareholders       ($1,720,712)       ($ 178,737)
                                                  ============       ===========

Net loss per common share                          $     (0.14)       $    (0.01)
                                                  ============       ===========

Weighted average shares outstanding                 12,477,251         9,237,465
                                                  ------------       -----------







           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   4

             NEVADA MANHATTAN MINING, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996







                                                                       
Revenues                                          $    351,806       $        --

Cost of sales                                          265,873                --
                                                  ------------       -----------
                                                        85,933                --

Expenses:
        General and administrative                  (3,056,426)         (657,489)
                                                  ------------       -----------

Net loss                                            (2,970,493)         (657,489)

Cumulative preferred dividends                         (58,356)          (38,840)

Net loss attributable to common shareholders      ($ 3,028,849)      ($  696,329)
                                                  ============       ===========

Net loss per common share                         $      (0.24)      $     (0.07)
                                                  ============       ===========

Weighted average shares outstanding                 12,477,251         8,237,465
                                                  ------------       -----------









           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   5

              NEVADA MANHATTAN MINING INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS



Current assets:                                           (UNAUDITED)          (AUDITED)
                                                         NOV. 30, 1997      MAY 31, 1997
                                                                               
        Cash and cash equivalents                        $     17,237       $    559,510
        Accounts receivable                                    20,060             58,161
        Prepaid expenses                                    1,297,300            622,710
                                                         ------------       ------------
               Total current assets                         1,334,597          1,240,381
                                                         ------------       ------------
Property and equipment:
        Mining properties:
           Domestic                                         5,971,764          5,830,091
           Indonesia                                        2,826,782          2,826,782
        Brazilian timber Concession                         1,460,000          3,296,729
        Furniture, fixtures, equipment                        818,986            431,840
           Less accumulated depreciation                     (123,385)           (82,998)
                                                         ------------       ------------
                                                           11,954,147         12,302,444
                                                         ------------       ------------
                                                         $ 12,288,744       $ 13,542,825
                                                         ------------       ------------

                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Accounts payable                                 $    444,025       $    544,738
        Accrued liabilities                                 1,114,531            441,535
        Notes payable to stockholders                       1,451,562            712,321
        Current portion of long-term debt                      60,000            303,818
                                                         ------------       ------------
               Total current liabilities                    3,070,118          2,002,412
Convertible debentures                                      2,306,944          1,333,333
Long-term debt                                                 29,540          2,669,427
                                                         ------------       ------------
               Total liabilities                            5,406,602          6,005,172
                                                         ------------       ------------
Commitments and contingencies
        Stockholders' equity:
        Common stock to be issued                             760,000                108
        Preferred stock, $1 par, 250,000 shares
           Authorized, 219,569 and 228,319 issued
           At November 30, 1997 and May 31, 1997              219,569            228,319
        Common stock, $0.1 par, 50,000,000
           Shares authorized, 12,628,263 and
           12,273,565 shares issued                           126,282            122,736
        Additional paid-in capital                         25,318,224         23,699,574
        Accumulated deficit                               (19,541,933)       (16,513,084)
                                                         ------------       ------------
               Total stockholders' equity                   6,882,142          7,537,653
                                                         ------------       ------------
                                                         $ 12,288,744       $ 13,542,825
                                                         ------------       ------------




           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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             NEVADA MANHATTAN MINING, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996




                                                                      (UNAUDITED)
                                                                 1997             1996
                                                                 ----             ----
                                                                                 
Cash flows from operating activities:
     Net loss                                                $(2,970,493)     $  (657,489)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
        Common stock issued for services                              --          240,000
        Depreciation and amortization                            213,998            1,500
        Accounts receivable                                       38,101               --
        Prepaid expenses                                         (96,651)          (8,820)
        Accounts payable and accrued liabilities                 838,927          (78,737)
                                                             -----------      -----------
               Net cash used in operating activities          (1,976,114)        (503,546)
                                                             -----------      -----------

Cash flows from investing activities:
     Purchase of property and equipment                         (517,019)        (910,820)
                                                             -----------      -----------
Cash flows from financing activities:
     Additions to convertible debentures                       1,500,000               --
     Payments on debt                                           (288,376)          (3,000)
     Proceeds from notes payable to stockholders                 739,241          380,505
Proceeds from issuance of stock and stock to be issued                 0          979,712
                                                             -----------      -----------
               Net cash provided by financing activities       1,950,865        1,357,217
                                                             -----------      -----------
Net increase (decrease) in cash and cash equivalents            (542,273)         (57,149)
Cash and cash equivalents at beginning of period                 559,510          233,981
                                                             -----------      -----------
Cash and cash equivalents at end of period                   $    17,237      $   176,832
                                                             ===========      ===========

Supplemental cash flow information:
     Cash paid during the year for interest                  $         0      $         0
                                                             -----------      -----------

Non-Cash Transactions:
- ----------------------

During the six months ended November 30, 1997, the Company issued:

o   100,000 shares of Common Stock valued at $441,000 for a consulting contract.
 
o   44,109 shares of Common Stock valued at $140,000 for liquidated damages to a
    debenture holder.
 
o   65,000 shares of Common Stock valued at $325,000 for services to Harrison
    Western.

o   5,000 shares of Common Stock valued at $12,700 was issued to Vanderbilt for
    option to acquire property.
    
o   1,000,000 shares of Common Stock valued at $760,000 to be issued to an
    officer of the Corporation over a three-year period for Company's equity
    interest in Equatorial.

During the six months ended November 30, 1997, $200,000 of debenture notes were
converted to 42,244 shares of Common Stock. During the six months ending
November 30, 1997, a shareholder converted 8,750 Preferred Shares to 87,500
Common Shares.

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   7

             NEVADA MANHATTAN MINING, INCORPORATED 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, 1997, the results of operations for the three months
        and six months ending November 30, 1997 and 1996, and the cash flows for
        the six months ended November 30, 1997 and 1996. 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,
        1997.


2.      BUSINESS

        The Company's business is the harvesting of timber and the production of
        rough sawn lumber and other finished wood products in Brazil and the
        exploration and mining of precious metals and coal in Nevada and
        Indonesia. In 1996, the Company has acquired the right to conduct
        exploration activities on three (3) coal properties in Indonesia, the
        right to develop and/or harvest virgin timber properties on up to
        approximately 750,000 hectares (1,875,000 acres) located in the state of
        Para, Brazil, and the right to complete its acquisition of a sawmill
        facility located near the town of Sao Miguel do Guama, Brazil which it
        currently operates. The Company holds various rights in and to the
        following properties: (i) various timber properties aggregating up to
        approximately 750,000 hectares and sawmill facilities all of which are
        located in the state of Para, Brazil (the "Brazilian Timber
        Properties"); (ii) twenty-eight (28) patented and sixty-five (65)
        unpatented claims aggregating approximately 1,800 acres (the "Nevada
        Property") which are located near the town of Manhattan, Nevada
        (approximately 45 miles northeast of Tonopha, Nevada); (iii) seven (7)
        gold concessions aggregating 39,400 hectares (98,500 acres) which are
        located in both the gold belt area of Kalimantan, Indonesia, and on the
        island of Sumatra (see "Indonesian Gold Concessions"); and (iv) three
        (3) coal properties located in Kalimantan, Indonesia, comprising 290,000
        hectares (725,000 acres) (the "Indonesian Coal Concessions").

   8

3.      CONVERTIBLE DEBENTURES

        On April 14, 1997 and July 7, 1997, the Company entered into
        Subscription Agreements related to two negotiated private placements.
        These transactions were made in reliance upon the exemption from
        registration afforded by Section 4(2) of the Securities Act of 1933. As
        a result, the Company issued an aggregate of $3,500,000 of 8% Senior
        Secured Convertible Debentures (the "Debentures") due March 31, 2000
        (with respect to $2,000,000 of the Debentures) and July 1, 2000 (with
        respect to $1,500,000 of the Debentures) and granted to the purchasers
        warrants to purchase 62,500 shares and 75,250 shares of the Company's
        Common Stock (the "Warrants"), respectively.

        The Debentures may be converted into shares of Common Stock at any time
        at a price equal to the lesser of seventy-five percent (75%) of the
        closing bid price of the Common Stock on the closing date (i.e. 75% X
        $8.00, or $6.00 per share); seventy-five percent (75%) of the closing
        bid price of the Common Stock on the day prior to the funding of any
        subsequent funding ("tranche"); or seventy-five percent (75%) of the
        average closing bid price for the five trading days immediately
        preceding the actual date of conversion of the Debentures. With respect
        to the April 1997 funding, if conversion is made after August 16, 1997
        (as the case may be with respect to $1,800,000 of the April 1997
        Debentures), the discount will be seventy-two and one-half percent
        (72.5%) of the above-referenced valuation standards. The Company has
        recorded financing charges for the differences between the conversion
        price and the fair market value of the stock at the date of each funding
        ($500,000 for the six month period ended November 30, 1997). The
        discount will be amortized over the life of the Debentures.

        The Company was required to use its "best efforts" to cause a
        registration statement on Form SB-2 (the "Registration Statement") with
        the Securities and Exchange Commission (the "Commission") to become
        effective. If the Registration Statement did not become effective
        within 120 days of each respective funding, the Company was required to
        pay liquidated damages equal to two percent (2%) of the Debentures for
        the first thirty days and three percent (3%) per month thereafter until
        the Registration Statement becomes effective. The Company withdrew its
        Registration Statement pending further discussion with the Commission.
        The Company is currently intending to re-file its Registration Statement
        with the Commission in February 1998. 

        With regard to the April 1997 funding, until at least seventy-five
        percent (75%) of the Debentures are converted, a deed of trust on the
        Nevada Property and a pledge of 1,000,000 shares of Common Stock will
        secure the Debentures. No such security is given on the Debentures
        issued in July 1997.

        The Company has issued warrants to the subscribers of the April 14 and
        July 7 Debentures. The subscribers of the April 14 Debentures have been
        granted warrants to purchase 62,500 shares of Common Stock at an
        exercise price of $8 per share until April 16, 2002. The subscribers of
        the July 17, 1997 Debentures have been granted warrants to purchase
        75,250 shares of Common Stock at an exercise price of $6.75 per share 
        until July 16, 2002. The exercise price is subject to adjustment to
        account for payments of dividends, stock splits, reverse stock splits,
        and similar events.

   9

4.      SUBSEQUENT EVENTS:
  
        On October 3, 1997 the Company entered into a Letter of Intent with
        Vanderbilt Gold Corp. to acquire an 85% interest in Vanderbilt's Morning
        Star Gold Mine in San Bernardino, California. Upon completion of due
        diligence and closing, the Company will be obligated to pay Vanderbilt
        225,000 shares of restricted common stock to exercise its option. The
        Company anticipates completion of a thorough due diligence report by
        February 1, 1998. The Morning Star Mine is reported to contain 300,000
        ounces of gold in the proven and probable category.

        On November 25, 1997 the Company entered into a non-binding letter of
        intent with Royal Gold (the "Letter of Intent") relating to exploration
        and development efforts on its Manhattan Property located in Nye County,
        Nevada. Under the terms of the Letter of Intent, Royal Gold was granted
        an exclusive option to explore, develop and purchase all of the
        interests which are or may be controlled by the Company on the Manhattan
        Property. The term of the agreement to be entered into (if at all),
        consistent with the terms of the Letter of Intent, will be three years,
        renewable for successive terms of three years, provided that Royal Gold
        continues to perform exploration work. The agreement would continue
        indefinitely to the extent that Royal Gold is achieving production in
        commercial quantities or is engaged in reclamation. Closing of the
        transaction will be subject to title and environmental due diligence,
        and documentation in a form satisfactory to both parties.

        On December 19, 1997 the Company increased its equity ownership of
        Equatorial Resources from 80% to 100%. The Company renegotiated its
        agreement with Ignatius Theodorou, formerly the 20% minority shareholder
        in Equatorial who was responsible for the Company's involvement in its
        Brazilian timber project. The Company has agreed to pay Mr. Theodorou
        one million shares of its restricted common stock over a three year
        period. Under the new agreement, the Company will no longer be required
        to pay Mr. Theodorou a total of $3,000,000 for its equity interest in
        Equatorial.

        From July 1997 to December 1997, Jeffrey S. Kramer, Chief Operating
        Officer, provided loans to the Company, aggregating $400,000.

        From the period November 11, 1997 to December 29, 1997, 956,167 shares
        of common stock were issued to collateralize or retire loans of the
        Company. The Board of Directors has authorized an additional 1,000,000
        shares of common stock to either collateralize or retire outstanding
        loans.

        The Company has entered into discussions with its Debenture holders in
        an effort to secure from the Debenture holders'  "lockup" agreements
        allowing the Company to retire the Debentures without market conversion
        to its common stock.

   10

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATION


        RESULTS OF OPERATION

        Comparison of Results of Operations - Six Months Ended November 30, 1997
        and November 30, 1996. Revenues for six months ended November 30, 1997
        were $351,000 as compared to no revenues for the same period in 1996.
        However, net loss for the six month period ended November 30, 1997 was
        approximately $3,029,000 as compared to a net loss of $696,000 for the
        same period in 1996. The net loss for the six month period ended
        November 30, 1997 was attributable to Brazilian operations
        (approximately $1,100,000); consulting expenses (approximately
        $188,000); debt-related expense (approximately $225,000); interest
        expense (approximately $155,000); legal fees (approximately $165,000);
        printing (approximately $75,000); travel (approximately $94,000); and
        lodging related to Brazilian operations ($75,000). During the six month
        period ended November 30, 1997, the Company paid approximately $364,000
        to retire debt and approximately $250,000 in improvements on its sawmill
        located near the town of Sao Miguel do Gama, Para, Brazil.

        Quarter Ended November 30, 1997 to Quarter Ended November 30, 1996
        Revenues for the quarter ended November 30, 1997 were approximately
        $195,000 as compared to no revenues for the same period in 1996.
        However, net loss for the quarter ended November 30, 1997 was
        approximately $1,721,000 as compared to net loss of approximately
        $179,000 for the same period in 1996. The net loss for the quarter ended
        November 30, 1997 was attributable to Brazilian operations
        (approximately $766,000); consulting fees (approximately $97,000); legal
        fees (approximately $60,000); interest (approximately $85,000); debt
        related expense (approximately $116,000); printing expense
        (approximately $37,000); salaries for administration staff
        (approximately $295,000); travel and lodging ($70,000); and other
        administrative expenses related to running a public company.


        LIQUIDITY AND CAPITAL RESOURCES

        The Company's working capital position as of November 30, 1997 was a
        deficit of approximately $1,735,521. Almost since inception, the Company
        has experienced pressure on its working capital position due to
        operating losses and the need to continually invest in exploration
        activities on the Nevada Property and, more recently, the Silobat
        Property, the remainder of the Indonesian Concessions, and the Brazilian
        Properties.

   11
        To raise funds in the past, the Company has relied upon private
        placements of its equity securities. Over the past three years, the
        Company has raised approximately $5,000,000 pursuant to such
        private placements and notes payable to stockholders. The Brazilian
        operations represent an opportunity for the Company to generate
        significant cash flows for the first time, particularly if it is able to
        fund between $250,000 and $500,000 in additional capital for such
        operations. The Company believes that with the anticipated increase in
        daily production at its Brazilian operations to 125 cubic meters per
        day, much of its continued operations in Brazil, Indonesia, and on the
        Nevada Property, and its operating expenses and overhead at its
        corporate offices will be funded by the cash flow generated from
        its operations in Brazil. The Company in 1997 concluded
        privately-negotiated placements of approximately Three Million Five
        Hundred Thousand Dollars ($3,500,000) of 8% Senior Convertible
        Debentures with certain investors. The Company anticipates that it will
        require additional capital infusions and is attempting to secure them
        through private placements, a publicly registered offering of its
        securities and/or funds generated from its Brazilian operations.

   12

             NEVADA MANHATTAN MINING, INCORPORATED AND SUBSIDIARIES

                           PART II - OTHER INFORMATION


1.      LEGAL PROCEEDINGS

On November 4, 1996, the Company filed a complaint (the "Action") in Nye County,
Nevada against Marlowe Harvey, Maran Holdings Inc., Calais Resources Inc., and
Argus Resources, Inc. (the "Harvey Entities"). The complaint in the Action
alleges, amongst other things, that the Harvey Entities breached their
obligations under various agreements. The Action, as amended is seeking a
judicial declaration that Marlowe Harvey does not have any joint venture or real
property interest in the mining claims included within the Nevada property. The
Action also seeks compensatory damages and other financial relief based on the
Harvey Entities' breach of contract and other causes of action.

During April 1997, the Company through its counsel, filed a first amendment to
its Complaint in the Action. Counsel for the Harvey Entities filed an answer and
a counterclaims in the action during July 1997. In their answer, the Harvey
Entities have generally denied the allegations of the first amended complaint
and have raised various affirmative defenses. In their counterclaims, the Harvey
Entities are seeking an injunction preventing the Company from conducting
activities related to the Manhattan Project pending resolution of the issues in
the action and compensatory and punitive damages and other financial relief
based on breach of contract and other causes of action.

In July 1997, the Harvey Entities moved for a preliminary injunction against the
Company preventing it from conducting further activities at the Manhattan
Project without their consent, from issuing press releases describing certain
real property as being wholly owned by the Company, and from using the same as
security for loans. After a two-hour hearing on September 4, 1997, the court
refused to issue an injunction against the Company. Instead, the Harvey Entities
were ordered not to interfere with the Company's operations on the Nevada
Property. Additionally, the Company agreed not to further encumber the Nevada
Property pending trial. A trial date for some issues has been set for April 30,
1998.

2.      CHANGES IN SECURITIES

        Not applicable.

3.      DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

   13

4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.


5.      OTHER INFORMATION

        On October 8, 1997, the Company requested that the Securities and
        Exchange Commission grant it the right to withdraw its Registration
        Statement on Form SB-2. At that time, the Commission had provided,
        amongst other things, the following comment:

               "NEVADA PROPERTY - We note in your response that `the mineral
               deposits associated with the Nevada Property do not yet meet the
               various definitions of a commercially mineable ore body including
               the Commission's standards under Industry Guide No. 7'. As such,
               we see no basis for reasonable cash flow estimates. Accordingly,
               mining costs should be written off as incurred until economically
               recoverable reserves are identified. Revise accordingly.

               INDONESIAN CONCESSIONS - It appears to us that the cost of
               acquiring the Indonesian Concessions and exploring the
               unevaluated mining Properties should be expensed as incurred. We
               see no basis for reasonable cash flow estimates and the Company
               has stated that `any cash flow analysis related to the Indonesian
               Concessions is premature'. Accordingly, revise to expense the
               costs associated with the Indonesian properties. When the
               properties are determined to have proven and probable reserves,
               then further exploration and development costs can be
               capitalized."

        The Company and its accountants currently disagree with the position of
        the staff of the Commission relative to the Nevada Property and the
        Indonesian Concessions. The Company has been engaged in discussions with
        the Commission's staff and intends to continue these discussions with
        the 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.


6.      EXHIBITS AND REPORTS ON FORM 8-K

        Exhibits

        The Company hereby incorporates by reference the exhibits filed in
        connection with its Registration Statement filed on Form SB-2 under the 
        Securities Act of 1933, as amended (Registration Nos. 333-17423 and 
        333-27923) and its Registration Statement filed on Form 10, as amended
        (Registration Nos. 001-12867).

   14

        Reports on Form 8-K

        8-K Report dated August 12, 1997 to report (i) the press release issued
        on August 12, 1997 announcing the Company's first revenue figures from
        timber production by its 80-percent owned subsidiary, Equatorial
        Resources in Brazil; (ii) the press release issued on October 6, 1997
        announcing the completion of the expansion program of the Company's
        sawmill facility in Brazil; (iii) the press release issued on October 9,
        1997 announcing the Company's withdrawal of its pending Registration
        Statement on Form SB-2 due to market conditions; (iv) the press release
        issued on October 20, 1997 announcing the Company has signed preliminary
        agreement with Vanderbilt Gold Corp. to purchase and place into
        production the Morning Star Gold Mine in San Bernardino, California; and
        (v) the press release issued on November 3, 1997 announcing the
        Company's first quarter results.

   15

                                              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 Mining, Incorporated

                                             /s/ Jeffrey S. Kramer
        January 13, 1998           ------------------------------------------
                                   Jeffrey S. Kramer, Chief Financial Officer