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 [ ]
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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
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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
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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").
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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.
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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.
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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.
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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.
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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.
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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