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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 12, 1997
Date of report (Date of earliest event reported)
NEVADA MANHATTAN MINING, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
88-0219765
(Commission File Number) (IRS Employer Identification No.)
5038 N. PARKWAY CALABASAS, SUITE #100, CALABASAS, CA 91302
(Address of Principal Executive Offices) (Zip Code)
(818) 591-4400
(Issuer's Telephone Number, Including Area Code)
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Item 5. Other Events.
This report is filed solely to file with the Securities and Exchange
Commission (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.
Item 7. Financial Statements and Exhibits
(c)
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Exhibit Number Reference
<S> <C>
(99) Additional Exhibits
Press Release dated August 12, 1997 Exhibit 99.1
Press Release dated October 6, 1997 Exhibit 99.2
Press Release dated October 9, 1997 Exhibit 99.3
Press Release dated October 20, 1997 Exhibit 99.4
Press Release dated November 3, 1997 Exhibit 99.5
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEVADA MANHATTAN MINING, INCORPORATED
(Registrant)
Date: November 14, 1997 BY: /s/ JEFFREY S. KRAMER
-------------------------------------------
JEFFREY S. KRAMER
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated August 12, 1997
99.2 Press Release dated October 6, 1997
99.3 Press Release dated October 9, 1997
99.4 Press Release dated October 20, 1997
99.5 Press Release dated November 3, 1997
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EXHIBIT 99.1
NEVADA MANHATTAN MINING ANNOUNCES REVENUES FROM
TIMBER PRODUCTION
CALABASAS, Calif--Aug. 12, 1997--Nevada Manhattan Mining Inc.
(OTC/BB:NVMH), a diversified, global natural resource company, Tuesday released
its first revenue figures from its 80 percent-owned subsidiary, Equatorial
Resources.
The company's Brazilian timber operations produced $287,178 in revenues
for the period ended May 31, 1997. Operations in Brazil commenced in January
1997.
The company reported a net loss of $3,536,009 for the year ended May 31,
1997, primarily due to the ongoing current expansion which included additional
capital infusion in the Brazilian timber operations. The above figures were
disclosed in connection with the company's recently completed audited financial
statements for the year ended May 31, 1997, filed with the U.S. Securities and
Exchange Commission.
Christopher Michaels, NVMH's CEO, stated: "We are pleased with the early
results and revenue production of our Brazilian subsidiary and anticipate
significantly higher revenues in ensuing quarters. Producing revenues within the
first six months of operation in Brazil validates our commitment to the project
and the ongoing expansion."
In addition to its hardwood timber operations, Nevada Manhattan Mining
also has gold and coal mining concessions in Asia, as well as a producing gold
mine in Nevada. For more information on Nevada Manhattan Mining, contact
Christopher Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400 or fax
818/591-4411 or Jack Wynn, Jack Wynn & Co. Inc. 202/547-6245 or fax
202/547-6260.
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EXHIBIT 99.2
NEVADA MANHATTAN MINING ANNOUNCES
INCREASED TIMBER PRODUCTION
CALABASAS, Calif. and BELEM, Brazil--Oct. 6, 1997--Nevada Manhattan
Mining Inc. (OTC/BB:NVMH), a diversified, global natural resource company,
Monday announced that the expansion program for its sawmill facility under its
Equatorial Resources subsidiary has been completed.
Production capacity has been increased to 12,000 cubic meters per month
of raw tropical hardwood at the Equatorial Resources facility located near the
capital city of Belem in the Amazonia region, state of Para, Brazil, making this
one of the largest facilities in the region.
The capacity of the sawmill facility was expanded due to increased
demand for product. During the expansion phase, Equatorial has been offered, and
has accepted, purchase orders from several companies including, but not limited
to, Nordisk Timber Ltd., Sabra International, Robco Madeiras Ltd. and
Nevesexport, all recognized buyers, totaling 1,800 cubic meters of sawn timber,
for immediate production and delivery totaling approximately $700,000 (U.S.) in
projected revenue.
Production has commenced to fill these orders. Additional orders
totaling 6,300 cubic meters of sawn timber have been submitted to the company
and are now being reviewed for acceptance and finalization.
The company previously announced (July 22, 1997) it entered into a
letter of intent with a multi-industry holding company based in Singapore for
the production and distribution of sawn timber. The Sept. 30, 1997, deadline for
the conclusion of the formal purchase order under the letter of intent has been
extended for 30 days.
Christopher Michaels, chairman, commented from Brazil: "Competition is
the backbone of capitalism. During the mill expansion phase, several recognized
buyers presented orders with favorable pricing, specifications and delivery
dates prompting us to open our facility and production capacity to additional
buyers. This continues to substantiate our need for expansion and we will still
be pleased to conclude the purchase order with the group in Singapore."
In addition to its hardwood timber operations, Nevada Manhattan Mining
also has gold and coal mining concessions in Asia, as well as in Nevada. For
more information on Nevada Manhattan Mining or this release, contact Christopher
Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400, or fax 818/591-4411 or
e-mail at [email protected] or Jack Wynn, Jack Wynn & Co. Inc.,
202/547-6245 or fax 202/547-6260.
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EXHIBIT 99.3
NEVADA MANHATTAN MINING ANNOUNCES WITHDRAWAL OF
PENDING SB-2 REGISTRATION STATEMENT
CALABASAS, Calif -- Oct. 9, 1997--Nevada Manhattan Mining Inc.
(OTC/BB:NVMH), a diversified, international, natural resource company, Thursday
announced that due to market conditions, it has requested the Securities and
Exchange Commission to withdraw its pending SB-2 Registration Statement
effective immediately.
Christopher D. Michaels, chairman, stated, "The availability of more
than 2 million shares of free-trading stock through an initial public offering
will place added pressure on the market price of outstanding shares of the
company, which has declined recently due to a high volume of short selling. As a
result, we think it is in the best interest of the company and the shareholders
to request that the Securities and Exchange Commission withdraw our pending SB-2
Registration Statement immediately."
In addition to its hardwood timber operations in Brazil, Nevada
Manhattan Mining also has gold and coal mining concessions in Asia, as well as
in Nevada. For more information on Nevada Manhattan Mining or this release,
contact Christopher Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400, or
fax 818/591-4411. E-mail at [email protected].
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EXHIBIT 99.4
NEVADA MANHATTAN MINING ANNOUNCES AGREEMENT WITH
VANDERBILT GOLD CORP.
CALABASAS, Calif.-- Oct. 20, 1997--Nevada Manhattan Mining Inc.
(OTC/BB:NVMH) Monday announced that the company has signed a preliminary
agreement with Vanderbilt Gold Corp. (OTC/BB:VAGO) to purchase and place into
production the Morning Star Gold Mine in San Bernardino, Calif.
Based on third-party technical reports by Exploration and Development
Associates Inc. and Geomath Inc., proven and probable reserves at the Morning
Star Mine exceed 300,000 ounces of gold. Terms of the Morning Star purchase will
be released following a Nevada Manhattan due-diligence report.
Upon completion of due diligence, Nevada Manhattan will make minor
modifications to the processing plant that will allow mining and processing to
start in 1998 at a rate of approximately 25,000 ounces per year.
Nevada Manhattan has committed to start up the mine and vat-leach
gold-recovery facility located 70 miles southwest of Las Vegas. The company
expects to expand the reserve base with an intensive exploration program and
also plans to include heap-leach operations for the lower-grade portions of the
reserve.
According to Jeffrey S. Kramer, chief operating officer, Nevada
Manhattan: "The new mining operation complements the current development work
under way by the company at its Manhattan Mine Project north of Tonopah, Nev.,
and will provide short-term gold production."
The Manhattan Mine Project has produced a small quantity of gold on a
test basis at a nearby mill, and a major effort is under way to access and mine
the White Caps Mine, which historically was one of the highest-grade
underground, producing gold mines in Nevada.
Nevada Manhattan Mining is a diversified, global natural- resource
company with significant timber operations near Belem, Brazil, and gold and coal
concessions in Indonesia as well as the company's operations in Nevada. For more
information on Nevada Manhattan Mining or this release, contact Christopher
Michaels, chief executive officer, or Jeffrey Kramer, chief operating officer,
at 818/591-4400; fax 818/591-4411; e-mail [email protected]; or
visit the company's Web site at www.nevadamanhattan.com .
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EXHIBIT 99.5
NEVADA MANHATTAN ANNOUNCES FISCAL FIRST-QUARTER RESULTS
CALABASAS, Calif.--Nov. 3, 1997--Nevada Manhattan Mining (OTC/BB:NVMH)
Monday reported a gross profit as well as improvement in revenues for the fiscal
first quarter ended Aug. 31, based on the start of raw tropical hardwood
production and shipment from the company's Equatorial Resources facility in
Brazil.
Revenues for the three-month period were $156,776, compared with no
revenues in 1996's fiscal first quarter. The company's gross profit, based on
cost of sales of $80,595, was $76,181 during the same period.
Due to Nevada Manhattan Mining's increased development activities,
primarily the expansion of the sawmill to step up customer deliveries, the
company saw a sharp increase in expenses in the first fiscal quarter. Expenses
for the first fiscal quarter were $1,354,981, compared with $484,052 in the same
period a year ago.
As a result, the company reported a net loss of approximately $1.3
million, or 10 cents per share, compared with a net loss of $517,592 in the same
period in 1996. There were 12,467,496 weighted average common shares outstanding
at Aug. 31, 1997.
"Nevada Manhattan Mining's ability to bring its timber operations on
stream and having generated a gross profit marks a turning point for our
company," said Jeffrey S. Kramer, chief financial officer and chief operating
officer.
Nevada Manhattan Mining owns the right to harvest virgin timber
properties on up to 750,000 hectares (1,875,000 acres) in the eastern Amazon
region, and it is in the process of capitalizing on those resources. The
recently completed major expansion of its sawmill facility near the city of
Belem, Brazil, has increased its facility's capacity for the production of
export-quality tropical hardwood. The mill facility is one of the largest of its
kind in the region.
During the mill's expansion phase, Nevada Manhattan Mining saw an
increase in demand for its product and received purchase orders for sawn
tropical timber from several recognized buyers. They include Nordisk Timber
Ltd., Sabra International, Robco Madeiras Ltd. and Nevesexport. The orders to be
filled, which total 1,800 cubic meters, are valued at about $700,000. Additional
order inquiries are constantly being evaluated.
Nevada Manhattan Mining is a diversified, global natural resource
company. In addition to its substantial timber operations in Brazil, it also has
significant gold and coal concessions in Indonesia as well as gold mining
operations in Nevada. For more information on Nevada Manhattan Mining, contact
Yvonne S. Cambere at 818/591-4400, or fax 818/591-4411 or e-mail
at [email protected] or visit Nevada Manhattan Mining's Website
at www.nevadamanhattan.com .
