UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-25117
(Check One):|| Form 10-KSB |_|Form 20-F |_|Form 11-K |X|Form 10-QSB ||Form N-SAR
For Period Ended: February 28, 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: ______________________________________________
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant
NEVADA MANHATTAN GROUP, INCORPORATED
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Former Name if Applicable
TERRA NATURAL RESOURCES CORPORATION
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Address of Principal Executive Office (Street and Number)
15260 Ventura Boulevard, Suite 1200
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City, State and Zip Code
SHERMAN OAKS, CALIFORNIA 91403
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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.
Due to a significant acquisition in this quarter that the Registrant
completed with an entity located in the Commonwealth of Independent States
(C.I.S.), formerly known as The Soviet Union, additional time is required
to obtain the initial financial statements and have this information
translated from Russian to English. Additionally, since this acquisition is
substantial to the Registrant, Management wishes to further confirm this
initial information prior to filing the subject report.
Also, during the week of April 5, 1999, our offices moved. As a result
of this move, we have been unable to locate all appropriate documentation
pertaining to this subject report.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Wilma More 818 728-9728
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(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). |x| Yes |_| No
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(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 $16,600,000 for the quarter,
although the numbers are being finalized, versus $174,175 in the
corresponding quarter last fiscal year.
The increase in revenues is primarily due to sales and marketing
activities related to high-technology products and, to a lesser extent, to
the products of Chrustalnaya Mining Company, to sales activities of our new
subsidiary, NMG Rexco, as well as increased revenues from timber operations
in Brazil.
The accountants have not completed their examination of several
transactions. For this reason, it is difficult to estimate the Company's
earnings for the period, but we anticipate if there was a loss it would be
significantly less than the corresponding quarter's loss of $1,397,343.
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NEVADA MANHATTAN GROUP, INCORPORATED
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
April 13, 1999 /s/ Tetsuo Kitagawa
Date ________________________ By_____________________________________
Chief Financial Officer
