8-K

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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


                                July 7, 1998
- --------------------------------------------------------------------------------
                Date of report (Date of earliest event reported)



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

                                     NEVADA
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                 (State or Other Jurisdiction of Incorporation)


               001-12867                             88-0219765
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       (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
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                (Issuer's Telephone Number, Including Area Code)



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Item 4.  Changes in Certifying Accountants

     On July 7, 1998,  Nevada  Manhattan  Mining  Incorporated  (the  "Company")
dismissed  Jackson  &  Rhodes  P.C.,  the  Company's  independent  auditors.  In
connection  with  its  audits  of the  Company's  financial  statements  for the
Company's most recent fiscal years,  there were no disagreements  with Jackson &
Rhodes P.C. on any matters of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedures which, if not resolved to
the  satisfaction  of Jackson & Rhodes P.C.,  would have caused Jackson & Rhodes
P.C. to make  reference to the matter in their report.  Jackson & Rhodes' report
on the Company's financial statements for each period for which Jackson & Rhodes
performed an audit of the Company's financial statements contained no adverse or
disclaimer of opinion and was not modified or qualified as to uncertainty, audit
scope, or accounting principles. The decision to change accountants was approved
by the board of directors of the Company.  

     On July 7, 1998,  the board of  directors  appointed  Merdinger,  Fruchter,
Rosen & Corso,  P.C.  to serve as the  Company's  independent  auditors  for the
fiscal year ended May 31, 1998.


Item 7.  Financial Statements and Exhibits

         (c)

         Exhibit Number

         16.1     Letter Regarding Change in Certifying Accountants




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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:   July 10, 1998             BY:    /s/ Jeffrey S. Kramer
                                       ----------------------------------
                                       JEFFREY S. KRAMER
                                       CHIEF FINANCIAL OFFICER


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                                  EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION
- ----------                          -----------
16.1               Letter Regarding Change in Certifying Accountant

EX-16.1

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                                  (JACKSON & RHODES LETTERHEAD)


July 7, 1998


Mr. Jeff Kramer
Nevada Manhattan Mining Incorporated
5038 N. Parkway Calabasas Suite 100
Calabasas, CA 91302

Dear Mr. Kramer:

     This is to confirm  that the  client-auditor  relationship  between  Nevada
Manhattan  Mining  Incorporated  (Commission  File No.  001-12867) and Jackson &
Rhodes P.C. has ceased.  There were no disagreements on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreement,  if not resolved to our satisfaction,  would have
caused  us to make  reference  to the  subject  matter  of the  disagreement  in
connection with our report.

Sincerely,

/s/ Jackson & Rhodes P.C.

Jackson & Rhodes P.C.


cc:  Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street N.W.
Washington, D.C. 20549