NEVADA MANHATTAN GROUP INC
8-K, 1999-01-26
GOLD AND SILVER ORES
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<PAGE> 1
        



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                January 11, 1999
- --------------------------------------------------------------------------------
                Date of report (Date of earliest event reported)



                      NEVADA MANHATTAN GROUP, INCORPORATED
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


               0-25117                             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)

                      TERRA NATURAL RESOURCES CORPORATION
- --------------------------------------------------------------------------------
                (Former Name, if Changed Since Last Report)




<PAGE>    2


Item 2.        Acquisition or Disposition of Assets

     On December 23, 1998, the  Registrant  entered into an agreement to acquire
80% of the metal  mining  reserves  and timber  properties  of  Chrustalnaya,  a
Russian joint stock company  headquartered in Kavalerovo,  from LLC NPK Edikt, a
Russian Limited  Liability  Company,  for 8,000,000 shares of restricted  common
stock of the Registrant. The acquisition was consummated on January 11, 1999.

     Chrustalnaya has approximate  reported annual timber and mining revenues in
excess of $16 million and net income of $500,000. 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  Registrant  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 Registrant's common stock and is
based on the current and anticipated  value of the assets that the Registrant is
acquiring.

 

Item 7.           Financial Statements and Exhibits.

          (a)  Financial statements of business acquired.

     Registrant  will file as an amendment to this 8-K Current Report  financial
statements and pro forma  financial  information  within the time  prescribed by
this item.

         (c)  Exhibits

         Exhibit Number                                           Reference
         --------------                                           ---------

         (99)      Additional Exhibits

         Letter Agreement for Asset Acquisition                  Exhibit 99.1
         

<PAGE>    4


                                    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 GROUP, INCORPORATED
                                      (Registrant)
 

Date:   January 26, 1999         BY:    /s/ Jeffrey S. Kramer
                                       ----------------------------------
                                       JEFFREY S. KRAMER
                                       PRESIDENT


<PAGE>    5


                                  EXHIBIT INDEX

         EXHIBIT NO                DESCRIPTION
         ----------                -----------

           99.1               Letter Agreement for Asset Acquisition

           



<PAGE>    1
                                                                 Exhibit 99.1
                                                 
                              LETTER AGREEMENT FOR
                                ASSET ACQUISITION



         This LETTER AGREEMENT FOR ASSET ACQUISITION (the "Agreement") as of the
date set forth below, by and between Nevada  Manhattan  Group,  Incorporated,  a
Nevada  corporation,  hereinafter  known as (NVMG") and LLC NPK Edikt, a Russian
Limited Liability Company, hereinafter ("LLC").

                                    RECITALS

         A. LLC has  authority  to assign  assets  held by  Chrustalnaya  Mining
Company, a Russian corporation ("Chrustalnaya"), and Chrustalnaya's wholly-owned
subsidiary, Stanum Ltd., a Russian corporation, ("Stanum").

         B. NVMG desires to acquire 80% of  Chrustalnaya's  assets as defined in
this  Agreement  and  the  exhibits  attached  hereto  and  made a part  of this
Agreement in exchange for 8,000,000  shares of NVMG common stock,  as more fully
described below.

         C. LLC, in exchange for the receipt of 8,000,000  common  shares agrees
to assign, within the framework of Chrustalnaya, all rights to 80% of the assets
as set forth below.

IN WITNESS WHEREOF, AND RECEIPT OF CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1.       LLC  shall  transfer  80% of its  rights  as  stated  in the  licensing
         agreement  for the right to  exploit,  explore  and  develop  using the
         earth's   mineral   wealth  ,  License  No.  00591  as  issued  to  ZAO
         Chrustalnoye Ore Mining Company (Exhibit A).

         LLC  shall  transfer  80% of its  rights  as  stated  in the  licensing
         agreement  for the right to  exploit,  explore  and  develop  using the
         earth's   mineral   wealth  ,  License  No.  09593  as  issued  to  ZAO
         Chrustalnoye Ore Mining Company (Exhibit B).

         The assets are further described in reports/information attached hereto
as Exhibit C.

2.       NVMG agrees to accept the  transfer of 80% of the rights  stated in the
         licensing  agreements  within  the limits of the frame by which the LLC
         can  operate.  In  consideration  of the receipt of 80% of those assets
         within the frame of Chrustalnaya,  NVMG shall issue 8,000,000 shares of
         common stock

3.       This document shall be subject to a more definitive  agreement  setting
         forth operational management terms to be approved by the parties.

<PAGE>    2
                                       2

4.       Miscellaneous

         a.       Attorneys Fees.

                  In any dispute  between the parties,  whether or not resulting
         in litigation or arbitration, the prevailing party shall be entitled to
         recover from the other party all reasonable costs,  including,  but not
         limited to reasonable attorneys' fees and costs.

         b.       Applicable Law.

                  This   Agreement   shall  be  governed  by  and  construed  in
         accordance with the laws of the State of California notwithstanding the
         fact the  executing  party will be signing this  agreement  outside the
         territories of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

                                                     "NVMG"

                                            Nevada Manhattan Group Incorporated,
                                            a Nevada corporation

         December 17, 1998                        /s/ Tetsuo Kitagawa
Dated: _____________________                By:_____________________________

                                                    /s/ Neil H. Lewis
Approved as to form:                        By:_____________________________
                                                Neil H. Lewis, Corporate Counsel

                                            "LLC"

                                            LLC NPK Edikt, a Russian Limited 
                                            Liability Company

         December 23, 1998                        /s/ Vyatcheslav Ignatov
Dated: _______________________              By:_____________________________
                                                Vyatcheslav Ignatov

                                                 /s/ Harold R. Stokes
Approved as to form:                        By:_____________________________
                                             Harold R. Stokes, Corporate Counsel



<PAGE>    3
                                        3




                          UNITED STATES DISTRICT COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                                WESTERN DIVISION
                        312 NORTH SPRING STREET, ROOM G-3
                              LOS ANGELES, CA 90012
                                  213-894-4445
(seal)
SHERRI R. CARTER
Clerk of Court


                           COURT INTERPRETER SERVICES

                           DECLARATION OF INTERPRETER


I, the  undersigned  say I am an  Official  Court  interpreter  of  English  and
Russian.  I certify that the attached  translation  from Russian into English is
true and correct to the best of my abilities and belief.

                           DESCRIPTION OF DOCUMENT(S)

                                     LICENSE
              for the right to use earth's mineral wealth No. 00591
                  issued to ZAO Chrustalnoye Ore Mining Company

LEGEND; All text in the  translation  contained  in  brackets  ([ ])  represents
        translator's comments or explanatory remarks.


Executed this 16th day of November, 1998, at Agoura Hills, California.


Varvara Olson
- --------------

/s/ Varvara Olson
- --------------
Signature of Interpreter

Case No.  N/A

Case Name:   N/A

No. of words:   563


                                   Exhibit A.1


<PAGE>    4
                                       4



                                                          The Russian Federation
                                                                       Committee
                                                                 for geology and
                                               the use of earth's mineral wealth
                                                            of the PRIMORGEOLKSM
                                                                   The Primorsky
                                                                     Territorial
                                                                 Geological Fund
                                                                      REGISTERED
                                      November 2--[second digit illegible], 1996
                                                 Chief of the T.G.F. (signature)

                                                (Logo of the USSR)

                                     LICENSE
                   for the right to use earth's mineral wealth


VLV                               00591            T--[second letter illegible]
- ---                               -----            ----------------------------
Series                            Number           Type of license

Is issued to:     PRIVATE STOCK COMPANY [ZAO]
                  ---------------------------
                  (Subject of the entrepreneurial activity receiving
                  "CHRUSTALNOYE ORE MINING COMPANY"
                  ---------------------------------
                  this license)

- --------------------------------------------------------------------------------
in the person of:              Director General
                               ----------------
                           (surname, first name, patronymic of the person 
                           representing the subject of
                           LATYSHEV, Mikhail Zakharovich
                           -----------------------------
                           the entrepreneurial activity)
with the target purpose and type of operations:
                           mining of tin ores at the "Iskra" deposit
                           -----------------------------------------
The section of the mineral wealth is located in:
                           The  Kavalerovsky  region of the Primorsky Krai 
                           -----------------------------------------------
                           (Name of  the  populated  point,   region,   county, 
                           krai, republic)
Description of the boundaries of the mineral wealth section,  coordinates of the
corner  points,  copies of the topography  plans,  cross sections and others are
found in appendix:
                           No. I
                           -----
                           (Number of the appendix)
The right to use land sections is received from:
                           The Council of People's Deputies for Kavalerskiy 
                           ------------------------------------------------
                           Region Resolution No. 18 of March 20, 1992.
                           ------------------------------------------
                           (Name of the authority issuing the permission, the 
                           number of the resolution, the date)

                                   Exhibit A.2


<PAGE>    5
                                       5


Copies  of the  documents  and the  description  of the  boundaries  of the land
section are found in Appendix:

                           No. 2, on 2 pages
                           -----------------
                           (Number of the appendix, quantity of pages)
The section of the mineral wealth has the status of:
                           mining extraction
                           -----------------
                           (geological or mining extraction)
Expiration of the license's validity:
                           13 of August, 2008
                           ------------------
                           (day, month, year)






                                   Exhibit A.3

<PAGE>    6
                                       6

The following documents are integral components parts of the present license:

   1        Appendix 1.  Layout  of  the  surface  and the cross-sections of the
   2        deposit with the boundaries of the mining and land extraction
                  (name of the document, number of pages)
   3        on 4 sheets

Appendix 2. Copy of the  resolution  of the  Council of  People's  Deputies  for
            Kavalerskiy Region of March 20, 1992. 18 - 1 sheet.

Appendix 3. Payment terms on 1 sheet  

Appendix 4. Conditions  for use of  mineral  wealth  use on 2 sheets.

Appendix 5. Agreement  regarding  geological  information on 1 page. 

Appendix 6. Certificate   about  the  deposit  group.   

Appendix 7. Order  concerning  the re-legalizing  the  licenses - 1 page.  

Appendix 8.  The  statement  by  the  ZAO GK  Chrustalnenskaya  stannic  company
             regarding the transfer of mineral deposits use rights - 1 page.

Appendix 9. The statement of ZAO GK Chrustalnaya  regarding the re-legalizing of
            the licenses and the extract from the transfer deed - 2 pages.


   Authorized representative                   Authorized representative
of the Russian Federation                   of the Office of State Authority
Committee for Geology and                   for the subject of the Federation
use of earth's mineral wealth
SAMOVAROV, Boris Ivanovich                  STOMATIUK, Evgeniy Stepanovich
- --------------------------                  ------------------------------
(Surname, first name, patronymic)           (Surname, first name, patronymic)
(Signature)                                                                     
- -----------                                 ------------------------------------
Signature, date: October 8, 1996            Signature, date: (signature)
                 ---------------                             -----------
                                                         [illegible]96  M.P.
                                                         ------------- 
                  
[Round seal  stating  as below]             [Round  seal  stating  as below]
ROSKOMNEDR                                  The Committee for [illeg.] resources
Primorskiy Krai                             Russian State logo in the middle
Committee for geology and use of
mineral wealth
                              Head of the enterprise
                              receiving the license
                              LATYSHEV, Mikhail Zaharovich
                              ----------------------------
                              (surname, first name, patronymic)

                              -----------------------------
  
[partially  visible round seal with the following words] 
Russian Federation [illegible]

                                   Exhibit A.4




<PAGE>    7
                                       7

                          UNITED STATES DISTRICT COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                                WESTERN DIVISION
                        312 NORTH SPRING STREET, ROOM G-3
                              LOS ANGELES, CA 90012
                                  213-894-4445
(seal)
SHERRI R. CARTER
Clerk of Court


                           COURT INTERPRETER SERVICES

                           DECLARATION OF INTERPRETER


I, the  undersigned  say I am an  Official  Court  interpreter  of  English  and
Russian.  I certify that the attached  translation  from Russian into English is
true and correct to the best of my abilities and belief.

DESCRIPTION OF DOCUMENT(S)

                                     LICENSE
              for the right to use earth's mineral wealth No. 09593
                  issued to ZAO Chrustalnoye Ore Mining Company

LEGEND;  All text in the translation contained in brackets ([ ]) represents 
         translator's comments or explanatory remarks.



Executed this 16th day of November, 1998, at Agoura Hills, California.


Varvara Olson
- --------------

/s/ Varvara Olson
- --------------
Signature of Interpreter

Case No.  N/A

Case Name:   N/A

No. of words:   593


                                   Exhibit B.1





<PAGE>    8
                                       8



                                                          The Russian Federation
                                                                       Committee
                                                                 for geology and
                                               the use of earth's mineral wealth
                                                            of the PRIMORGEOLKSM
                                                                   The Primorsky
                                                                     Territorial
                                                                 Geological Fund
                                                                      REGISTERED
                                                              November 29], 1996
                                                 Chief of the T.G.F. (signature)

                                                (Logo of the USSR)

                                     LICENSE
                   for the right to use earth's mineral wealth


VLV                                 09593               BR
- ---                                 -----               --
Series                              Number              Type of license

Is issued to:     PRIVATE STOCK COMPANY [ZAO]
                  ---------------------------
                  (subject of the entrepreneurial activity receiving
                  "CHRUSTALNOYE ORE MINING COMPANY"
                  ---------------------------------
                  this license)

- --------------------------------------------------------------------------------
in the person of:             Director General
                           (first name, patronymic, surname of the person 
                           representing the subject of
                           Mikhail Zakharovich LATYSHEV
                           ----------------------------
                           the entrepreneurial activity)
with the target purpose and type of operations:
                           search, prospecting and mining of silver ores at the 
                           ----------------------------------------------------
                           Zamanchiviy section of the Kumirniy ore field.
                           ----------------------------------------------
                           
The section of the mineral wealth is located in:
                           The Terneisky  region of the Primorsky  Krai
                           -------------------------------------------- 
                           (Name of the populated point, region, county, krai, 
                           republic)
Description of the boundaries of the mineral wealth section,  coordinates of the
corner  points,  copies of the topography  plans,  cross sections and others are
found in appendix:
                           No. 1
                           -----
                           (Number of the appendix)
The right to use land sections is received from:
                           The administration of the Terneisky Region 
                           ------------------------------------------
                           Resolution No. 626 of November 9, 1994.
                           --------------------------------------
                           (Name of the authority issuing the permission, the 
                           number of the resolution, the date)

                                   Exhibit B.2

<PAGE>    9
                                       9

Copies  of the  documents  and the  description  of the  boundaries  of the land
section are found in Appendix:
                  2.
                  -
                  (Number of the  appendix,  quantity  of pages) 
The  section of earth's mineral wealth has the status of:
                  mining extraction
                  (geological or mining extraction)
Expiration of the license's validity:
                  31st of December, 2019   
                  ----------------------
                  (day, month, year)
The following documents are integral component parts of the present license:
   1.       Appendix 1.  Layout of the mining extraction with the scale of 
                         1:10000 on 1 sheet
                          (name of the document, number of pages).
   2.                     
   3.       Appendix 2.  Resolution  by the  administration  of the Terneisky 
                          region No. 626 of November 9, 1994 - 1 page.
            Appendix 3.  The licensing agreement  concerning the conditions
                          for use of earth's mineral wealth - 5 pages.
            Appendix 4.  The Minutes No. 74 of the expert commission meeting 
                          regarding licensing of sites for use of earth's 
                          mineral wealth - 5 pages
            Appendix 5.  Information concerning the user of earth's mineral
                          wealth - 1 page.
            Appendix 6.  Order to re-legalize the licenses - 1 page
            Appendix 7.  The statement by the  Chrustalneskaya  tin company
                          regarding the transfer of mineral  wealth use rights -
                           1 page.
            Appendix 8.  The   statement  by  the  ZAO  GK   Chrustalnaya
                          concerning  re-legalizing of the licenses and an 
                           extract from the transfer deed - 2 pages.






                                   Exhibit B.3


<PAGE>    10
                                       10


- --------------------------------------------------------------------------------
Authorized representative                   Authorized representative
of the Russian Federation                   of the Office of State Authority
Committee for Geology and                   for the subject of the Federation
use of earth's mineral wealth
SAMOVAROV, Boris Ivanovich                  STOMATIUK, Evgeniy Stepanovich
- --------------------------                  ------------------------------
(Surname, first name, patronymic)           (Surname, first name, patronymic)
(Signature)                                                                     
- -----------                                 ----------------------------------
Signature, date: October 8, 1996            Signature, date: (signature)
                 ---------------                             -----------
                                                         [illegible]96 
[Round seal  stating as below]              [Round  seal  stating as below]    
ROSKOMNEDR                                 The Committee for [illeg.]  resources
Primorskiy Krai                            of [illegible] Krai 
Committeefor geology and                   Russian State Logo in the middle 
use of mineral  wealth 
Russian State logo in the middle                                    

                              Head of the enterprise
                              receiving the license:
                              LATYSHEV, Mikhail Zaharovich
                              (surname, first name, patronymic)
                              --------------------------------
                              Signature, date (signature) December 24, 1996
                                              -----------------------------
[Round seal with the following words]
Russian Federation
K[illegible]  subsidiary of the ZAO Ore Mining  Company  "Chrustalnaya"  
Logo in center with letters of M.....GRK










                                   Exhibit B.4


<PAGE>    11
                                       11



                          UNITED STATES DISTRICT COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                                WESTERN DIVISION
                        312 NORTH SPRING STREET, ROOM G-3
                              LOS ANGELES, CA 90012
                                  213-894-4445
(seal)
SHERRI R. CARTER
Clerk of Court


                           COURT INTERPRETER SERVICES

                           DECLARATION OF INTERPRETER


I, the  undersigned  say I am an  Official  Court  interpreter  of  English  and
Russian.  I certify that the attached  translation  from Russian into English is
true and correct to the best of my abilities and belief.


                           DESCRIPTION OF DOCUMENT(S)

                                      Table
"Reserves of metals in the ores of deposits and potential annual output volumes"

LEGEND;  All text in the  translation  contained  in brackets  ([ ])  represents
translator's comments or explanatory remarks.


Executed this 16th day of November, 1998, at Agoura Hills, California.


Varvara Olson
- --------------

/s/ Varvara Olson
- --------------
Signature of Interpreter

Case No.  N/A

Case Name:   N/A

No. of words:   249






                                                    Exhibit C.1


<PAGE>    12
                                       12
<TABLE>
<CAPTION>
RESERVES OF METALS IN THE ORES OF DEPOSITS AND POTENTIAL ANNUAL OUTPUT VOLUMES
- ------------------------------------------------------------------------------


                                                                      Maximum
                                                           Annual     possible
                           Proven                        volume of     annual
Deposits,                 Reserves  Forecasted  Total     output,     vol. of
metals                    Category  reserves   reserves anticipated    output
- ------------------------ --------- ---------- --------- ------------ -----------
<S>                       <C>       <C>        <C>      <C>           <C>

- ------------------------ --------- ---------- --------- ------------ -----------
1                             2          3        4           5           6
- ------------------------ --------- ---------- --------- ------------ -----------

- ------------------------ --------- ---------- --------- ------------ -----------
1.  Tin ore deposits
"Iskra"
Tin, tons                   7600       6000     13600       1700        2000
- ------------------------ --------- ---------- --------- ------------ -----------
2. Silver ore deposits
"Kumirnoye" section
"Zamanchiviv"
Silver, tons                  x       269-469  269-469       22          40
Gold, tons                    x       120-190  120-190       10          18
- ------------------------ --------- ---------- --------- ------------ -----------
3. Polymetal deposit
"Shcherbakovskoye"          
Lead, tons                  63280        x      63280       6410        12820
Zinc, tons                  84900        x      84900       8930        17860
Tin, tons                    2400        x       2400        240         480
Silver, tons                 257         x       257        25.2        50.4
- ------------------------ --------- ---------- --------- ------------ -----------
4. Polymetal deposits
"Fasoinoye"
Lead, tons                  22000     118000    140000      8720        13.08
Zinc, tons                  26000     143000    169000      10540       15.81
Silver, tons                 42         232      274        17.2        25.8
- ------------------------ --------- ---------- --------- ------------ -----------
5. Tin-polymetal
deposit "Yubileynoye"
Tin, tons                   6690         x       6690        670        1000
Lead, tons                  1140         x       1140        120         180
Zinc, tons                 16480         x      16480       1600        2500
Copper, tons                2760         x       2760        270         430
Silver, tons                54.6         x       382         38          60
- ------------------------ --------- ---------- --------- ------------ -----------
6. Gold ore field
"Porozhistoye"
Gold, kg.                    88        8908      8996        530
- ------------------------ --------- ---------- --------- ------------ -----------
7. Gold-silver ore
field "Mineralnoye"
Gold, kg.                    560       7700      8260        460         720
Silver, tons                 56         110      166          9
- ------------------------ --------- ---------- --------- ------------ -----------
8. Gold-silver ore
deposits "Soyuznoye"
Gold, kg.                    230       1500      1730        100         150
Silver, tons                 17         120      137          8          12
- ------------------------ --------- ---------- --------- ------------ -----------
9. Gold-silver ore
field "Vasilkovskoye"
Gold, kg                      x        2500      2500        300         500
Silver, tons                  x         250      250         30          50
- ------------------------ --------- ---------- --------- ------------ -----------
10. Gold-silver ore
deposit "Vershinnoye"
Gold, kg                      x        5000      5000        310         500
Silver, tons                  x         500      500         30          50
- ------------------------ --------- ---------- --------- ------------ -----------
</TABLE>



<PAGE>    13
                                       13


                          UNITED STATES DISTRICT COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                                WESTERN DIVISION
                        312 NORTH SPRING STREET, ROOM G-3
                              LOS ANGELES, CA 90012
                                  213-894-4445

(seal)
SHERRI R. CARTER
Clerk of Court

                           COURT INTERPRETER SERVICES

                           DECLARATION OF INTERPRETER


I, the  undersigned  say I am an  Official  Court  interpreter  of  English  and
Russian.  I certify that the attached  translation  from Russian into English is
true and correct to the best of my abilities and belief.


                           DESCRIPTION OF DOCUMENT(S)

         Description of locations of deposits and ownership of licenses
                  by ZAO GRK "Chrustalnaya" and AO "Dalmorgeo"


LEGEND;  All text in the  translation  contained  in brackets  ([ ])  represents
translator's comments or explanatory remarks.


Executed this 16th day of November, 1998, at Agoura Hills, California.


Varvara Olson
- --------------

/s/ Varvara Olson
- --------------
Signature of Interpreter

Case No.  N/A

Case Name:   N/A

No. of words:   114





                                   Exhibit C.3

<PAGE>    13
                                       13

         The "Iskra" deposit is in the Kavalerovsky  region; at the present time
it is actively mined. The silver carrying  "Kumirnoye" deposit is located in the
Terneysky region of the Primorsky krai [province]; requires prospecting.
The remaining deposits are in the Olginsky region.
         The  area  of  the  Soboliniy  ore  junction  requires   completion  of
geological  study  for the  purpose  of  identification  of a gold ore site with
complex  copper  molybdenum  ores.  The  forecasted  resources  of the  area are
evaluated at 120 tons of gold, the reserves of copper ores at 15 thousand tons.
         The polymetallic deposits of Shcherbakovskoye,  Fasolnoye,  Jubileynoye
require  completion of  prospecting,  the remaining ones  [require]  prospecting
accompanied by mining.
         ZAO GRK "Chrustalnaya" is the owner of the licenses for the deposits of
"Iskra" [and] "Kurnirnoye". The "Porozhistoye" deposit is AO "Dalmorgeo's. There
is an opportunity to draw up licenses for the remaining deposits.




                                   Exhibit C.4

<PAGE>    15
                                       15

                          UNITED STATES DISTRICT COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                                WESTERN DIVISION
                        312 NORTH SPRING STREET, ROOM G-3
                              LOS ANGELES, CA 90012
                                  213-894-4445
(seal)
SHERRI R. CARTER
Clerk of Court

                           COURT INTERPRETER SERVICES

                           DECLARATION OF INTERPRETER


I, the  undersigned  say I am an  Official  Court  interpreter  of  English  and
Russian.  I certify that the attached  translation  from Russian into English is
true and correct to the best of my abilities and belief.

                           DESCRIPTION OF DOCUMENT(S)

     Information sheet stating the limits for cutting of lumber, volumes of
                      procurement, potential export volume,
       residual value of "Chrustalnaya" Ore Mining Company's fixed assets


LEGEND;  All text in the  translation  contained  in brackets  ([ ])  represents
translator's comments or explanatory remarks.


Executed this 16th day of November, 1998, at Agoura Hills, California.


Varvara Olson
- --------------

/s/ Varvara Olson
- --------------
Signature of Interpreter

Case No.  N/A

Case Name:   N/A

No. of words:   412


                                   Exhibit C.5

<PAGE>    15
                                       16

         The  limits  of  cutting  down  lumber  in  the   Primorsky   Krai  are
approximately 4 million cubic meters per year. At the present time approximately
50% is achieved.
         In order to obtain a permit to conduct lumber cutting  operations it is
necessary to - conduct an attestation of the enterprise  with the federal forest
service regarding the subject of
     readiness  of the  enterprise  to carry out  lumber  cutting  works and the
proposed technology; - coordinate with the administration and the federal forest
service the locations of proposed sites for
     the felling, which are not secured to [some] enterprises,  and to draw them
     up as rentals for an expended period; to formalize the licenses.

     The volumes of  procurement  of lumber  materials and processing of them at
the  enterprise  depend  on  obtaining  equipment  for  producing  work  and  on
specialists.
     The initial  real volume of  procurement  of timber is 100  thousand  cubic
meters per year and purchases from the neighboring lumber procuring  enterprises
- - 200  thousand  cubic  meters  per year  with the  removal  of this  timber  to
processing facilities and with complex processing [of it].
     With the  enterprise  developed the volume of procurement in the future can
be brought up to 500  thousand  cubic  meters per year;  the complex  processing
(with the  availability  of equipment)  permits the  production  of  saw-timber,
technological  chips,  OSB boards,  which are used to manufacture  the panels in
home constructions,  furniture,  as well as shipments for export. Waste could be
used for the production of thermal and electrical power.

     The  possible  [potential]  volume of exports of  non-processed  timber and
saw-timber [is] 10 to 30% of the volume of procurement. The volume of exports of
the OSB boards at the annual  manufacture  of it in the  quantity of  13,000,000
square meters will depend on demand from the domestic market.

     The residual value of GRK "Chrustalnaya's  fixed assets,  rented by the OOO
[Limited  Liability  Company]  "Stanum," consists of 2,922 thousand $, including
the main  [capital] and auxiliary  equipment of the  departments of the company,
and is distributed in the following way:

1.   The main, auxiliary equipment of the enrichment factory OOO [Ltd.] "Stanum"


     1.   Power - electric engines, transformers,  distribution boards, tractors
          residual   value  -  12.5   thousand   $  degree   of  wear  and  tear
          [depreciation] - 78%

2.   The main operating  equipment for preparation of the ore for enrichment are
     the cone breakers of large, medium and fine crushing, classifiers, screens,
     mills.   

          residual  value  -  37.2  thousand  $  
          degree  of  wear  and  tear [depreciation] - 80%





                                   Exhibit C.7



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