NEVADA MANHATTAN GROUP INC
NT 10-K, 1999-08-30
GOLD AND SILVER ORES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          -----------------------------
                          NOTIFICATION OF LATE FILING
                             SEC FILE NUMBER 0-25117

(Check One):|X| Form 10-KSB |_|Form 20-F |_|Form 11-K ||Form 10-QSB ||Form N-SAR



For Period Ended: May 31, 1999

[ ] Transition  Report on Form 10-K
[ ] Transition  Report on Form 20-F
[ ] Transition  Report  on Form  11-K
[ ] Transition  Report  on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________________________

- -------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
- --------------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION


Full Name of Registrant
                      NEVADA MANHATTAN GROUP, INCORPORATED
- --------------------------------------------------------------------------------
Former Name if Applicable

- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                    15260 Ventura Boulevard, Suite 1200
- --------------------------------------------------------------------------------
City, State and Zip Code

                          SHERMAN OAKS, CALIFORNIA 91403
- --------------------------------------------------------------------------------

PART II -- RULE 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box.)

|X|  (a) The reasons  described in reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

|X|  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, Form 20-F, Form 11-K,  Form N-SAR, or portion  thereof,  will be
     filed on or before the fifteenth  calendar day following the prescribed due
     date; or the subject  quarterly report or transition report on Form 10-QSB,
     or  portion  thereof  will be filed on or  before  the fifth  calendar  day
     following the prescribed due date; and

|_|  (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

<PAGE>

PART III -- NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-QSB, N-SAR, or
the  transition  report  or  portion  thereof,  could  not be filed  within  the
prescribed time period.

     There have been many foreign  transactions  during this period.  Additional
     time is needed to obtain additional documentation from the Russian Far East
     to properly asses the transactions and where appropriate to convert Russian
     Accounting  Principles (RAP) to Generally  Accepted  Accounting  Principles
     (GAAP)



PART IV--OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     John Deniken                 213                        228-8448
                                  818                        728-9728
- --------------------------------------------------------------------------------
      (Name)                 (Area Code)                 (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
    Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the  preceding 12 months or for such shorter  period that the
    registrant was required to file such report(s) been filed?  If the answer is
    no, identify report(s). | | Yes |X| No

          A.  Registrant  is  late in  filing  financial/pro  forma  information
          relating to the 8-K Current Report filed on January 11, 1999 to report
          the  acquisition of certain mining and timber licenses of Chrustalnaya
          Mining Company in the Russian Far East. To date due to the differences
          in accounting systems and the strategic nature of the region involved,
          Registrant  has not been able to  obtain  such  information  including
          requisite geological reports.

          B. Registrant is late in filing an 8-K Current report for the July 20,
          1999  acquisition of a majority  interest in two licenses for Gold and
          Silver Mine operations in the Russian Far East.  Registrant is waiting
          for  translation  of the licenses  from Russian to English to complete
          the exhibits required for the filing.


(3) Is it anticipated that any significant  change in results of operations from
    the  corresponding  period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?
    | X | Yes | | No

    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively,  and, if  appropriate,  state the  reasons why a  reasonable
    estimate of the results cannot be made.

          The Company  anticipates  revenues of $40,000,000  for the fiscal year
          ended May 31, 1999,  although the numbers are being finalized,  versus
          $557,691 for the fiscal year ended May 31, 1998.

          The  increase  in  revenues is  primarily  due to sales and  marketing
          activities in the Russian Far East.

          The Company is continuing to look at certain transactions.  Until they
          can be finalized,  it is difficult to estimate the  Company's  earning
          for the period.


================================================================================
<PAGE>

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

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

          August 27, 1999                         /s/ John Deniken
Date ________________________            By_____________________________________
                                                  Chief Executive Officer




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