-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kkl74vk1SRI5jFpkvdZCpseKdYjNwucSfpZOC+XUmmyEbhBgCJ/N229G8RMpswec GjSiGYWcrAHRL8S4scYM3w== 0000848821-99-000030.txt : 19990616 0000848821-99-000030.hdr.sgml : 19990616 ACCESSION NUMBER: 0000848821-99-000030 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA MANHATTAN GROUP INC CENTRAL INDEX KEY: 0000848821 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880219765 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-25117 FILM NUMBER: 99646705 BUSINESS ADDRESS: STREET 1: 15260 VENTURA BOULEVARD STREET 2: SUITE 1200 CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 818-728-9728 MAIL ADDRESS: STREET 1: 5038 N PARKWAY CALABASAS STREET 2: STE 100 CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: TERRA NATURAL RESOURCES CORP DATE OF NAME CHANGE: 19980828 FORMER COMPANY: FORMER CONFORMED NAME: NEVADA MANHATTAN MINING INC DATE OF NAME CHANGE: 19961126 10QSB/A 1 AMENDMENT NO. 2 TO QUARTERLY REPORT United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 2 to Form 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended November 30, 1998. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-25117 NEVADA MANHATTAN GROUP, INCORPORATED (Exact Name of Small Business Issuer as Specified in Its Charter) NEVADA 88-0219765 (State or Other Jurisdiction of (I.R.S.Employer Identification No.) Incorporation or Organization) 15260 VENTURA BLVD., SUITE 1200, SHERMAN OAKS, CA 91403 (Address of Principal Executive Offices) (818) 728-9728 (Issuer's Telephone Number, Including Area Code) TERRA NATURAL RESOURCES CORPORATION (dba Nevada Manhattan) (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer: (1) filed all reports required to be filed by Section 3 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ____ No X --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No ___ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 64,782,539 shares of Common Stock and 176,414 shares of Series A Preferred Stock. Traditional Small Business Disclosure Format (check one): Yes X No ___ 2 2 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES INDEX TO FORM 10-QSB PART I FINANCIAL INFORMATION PAGE NO. Item 1 Financial Statements for Nevada Manhattan Group, Inc. 2 Consolidated Balance Sheets - November 30, 1998 and May 31, 1998 3 Consolidated Statements of Operations - Three and Six Months Ended November 30, 1998 and 1997 4 Consolidated Statements of Cash Flow - Six Months Ended November 30, 1998 and 1997 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation 11 Year 2000 Disclosure 13 PART II OTHER INFORMATION Item 1 Legal Proceedings 15 Item 2 Changes in Securities 17 Item 3 Defaults Upon Senior Securities 18 Item 4 Submission of Matters to a Vote of Security Holders 18 Item 5 Other Information 19 Item 6 Exhibits and Reports on Form 8-K 20 Signature 21 3 3 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited) ASSETS May 31, 1998 Current assets: November 30, 1998 (Restated) ----------------- ------------ Cash and cash equivalents $1,420,169 $ 81,529 Accounts receivable, net of allowance for doubtful accounts of $150,000 898,257 255,027 Inventories 401,199 108,844 Prepaid expenses 232,240 283,354 ------------ ---------- Total current assets 2,951,865 728,754 Properties and equipment Mineral Properties - Indonesia 1,400,000 1,400,000 Machinery and equipment, net 428,469 355,392 Other Assets 3,300 265,700 ------------ ---------- TOTAL ASSETS $4,783,634 $2,749,846 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Accounts payable and Accrued Expenses $1,375,453 $1,445,106 Convertible Notes 1,366,462 1,889,025 Note Payable to Officer 154,009 718,000 Current portion of long-term debt -- 32,214 ------------ ---------- Total current liabilities 2,895,924 4,084,345 Long term debt -- 44,327 Convertible debentures 2,419,182 2,313,459 ------------ ---------- Total liabilities 5,315,106 6,442,131 Commitments and contingencies --- --- Stockholders' Equity (Deficiency): Preferred stock, $1 par, 250,000 shares Authorized, 176,414 outstanding At November 30, 1998 and May 31, 1998 176,414 176,414 Common stock, $0.01 par, 49,750,000 Shares authorized, 43,783,563 and 26,492,543 shares issued and outstanding 437,836 264,926 Additional paid-in capital 33,740,597 28,715,550 Accumulated Foreign Currency Translation ( 57,274) 24,940 Subscriptions receivable ( 428,850) -- Accumulated deficit (34,400,195) (32,874,115) ------------ ---------- Total stockholders' equity (deficiency) ( 531,472) ( 3,692,285) ------------ ---------- TOTAL LIABILITIES AND STOCKHOLDER EQUITY (DEFICIENCY) $4,783,634 $2,749,846 ============ ==========
See accompanying notes to consolidated financial statements 4 4 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three and Six Months Ended November 30, 1998 and 1997 (Unaudited)
Three Months Six Months ----------------------------- --------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Revenues $7,750,776 $ 195,030 $7,957,464 $ 351,806 Cost of Sales 6,456,327 185,278 6,605,370 265,873 ---------- ---------- ---------- --------- Gross profit 1,294,449 9,752 1,352,094 85,933 General and administrative Expenses 1,127,031 1,630,881 2,513,347 2,901,426 ---------- ---------- ---------- --------- Net income (loss) from Operations 167,418 (1,691,693) (1,161,253) (2,970,493) Other Expenses 130,735 70,564 364,827 155,000 ---------- ---------- ---------- --------- Net Income (Loss) 36,683 (1,691,693) (1,526,080) (2,970,493) ---------- ---------- ---------- --------- Cumulative preferred dividends -- ( 29,019) -- ( 58,356) ---------- ---------- ---------- --------- Net income (loss) attributable to common shareholders $ 36,683 ($1,720,712) ($1,526,080) $3,028,849) ========== =========== =========== ========== Basic Income (Loss) Per Share $ 0.00 $ (0.14) $ (0.04) $ (0.24) ========== =========== =========== ========== Diluted Income (Loss) Per Share $ 0.00 $ (0.14) $ (0.04) $ (0.24) ========== =========== =========== ========== Weighted average shares outstanding 34,668,106 12,477,251 34,668,106 12,477,251 ---------- ---------- ---------- ----------
See accompanying notes to consolidated financial statements 5 5 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended November 30, 1998 and 1997
1998 1997 ---- ---- (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $(1,526,080) $(2,970,493) Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for services 322,486 -- Amortization of Debenture Discount 105,723 -- Depreciation and amortization 25,878 213,998 (Increase) Decrease Accounts receivable (547,230) 38,101 Inventories (292,355) -- Prepaid expenses 228,163 ( 96,651) Other Assets 262,400 -- Increase (Decrease) Accounts payable and accrued Expenses 346,573 838,927 ---------- --------- Net cash used in operating activities (1,074,442) (1,976,114) ---------- --------- Cash flows from investing activities: Purchase of property and equipment ( 98,955) ( 517,019) ---------- --------- Cash flows from financing activities: Proceeds from Issuance of convertible debentures -- 1,500,000 Payments on long-term debt -- (288,376) Proceeds from issuance of notes to stockholders 99,125 739,241 Proceeds from issuance of stock 2,495,129 -- ---------- --------- Net cash provided by financing activities 2,594,254 1,950,865 ---------- --------- Foreign Currency Translation Adjustment ( 82,217) -- ---------- --------- Net increase (decrease) in cash and cash equivalents 1,338,640 (542,273) ---------- --------- Cash and cash equivalents at beginning of period 81,529 559,510 ---------- --------- Cash and cash equivalents at end of period $1,420,169 $ 17,237 ---------- ---------
Supplemental disclosure of cash flow information: During the six months ended November 30, 1998 and 1997, the Company paid no income taxes and no interest. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: During the six months ended November 30, 1998, the Company issued: 568,469 shares of its common stock for services rendered by employees and third parties for $334,533; and 138,834 shares of its common stock for $187,846 of liquidated damages associated with Convertible Debentures. See accompanying notes to consolidated financial statements 6 6 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Statement of Information Furnished The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-QSB instructions and in the opinion of management contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of November 30, 1998, the results of operations for the three and six months ending November 30, 1998 and 1997, and the cash flows for the six months ended November 30, 1998 and 1997. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's audited financial statements for its fiscal year ended May 31, 1998. 2. Business In the three months ending November 30, 1998 the Company initiated expansion, diversification and restructuring, with additional experienced management, into the fields of high technology, some of which is related to natural resources; metals/mining processing and sales; fish products and sales; timber harvesting/processing and sales; coal mining and exploration; and distribution of oil and gas products through its acquisition of an interest in Meteor Industries. In the sector of technology, the Company is acquiring and in the process of implementing groundbreaking technological inventions by Russian scientist Professor Alexander Bogomolov, Deputy Director of Kometa, Deputy Director of the Institute of Chemical Kinetics and Burning Processes, Deputy Director of Siberian Academy of Science (NOVOSIBIRSK), as follows: a. Backward Wave Linear Accelerator of Protons, ABC3D, Accelerator based on concept of three-dimensionality and CVC generators attached to them with the initial uses of these devices being: 1. to produce isotopes for medical and other uses; 2. for proton, ion and medical therapies; 3. the transmutation (elimination) of radioactive waste; 4. to detect explosives and narcotics and other contraband; and 5. for selection and inspection of objects in space. b. A mass separator with the ability to divide a mass of 20,000 AME (1/2000 of a micron). This has many uses including the extraction of metals for tailings of various mines. In addition, it has other applications including diamond mining. Additional areas of the Company's technological business include (1) the acquisition and development and distribution of irradiated carbon tissues, (2) telecommunications, (3) software and internet services, and (4) coding protection systems. 7 7 No assurance can be given that the Company will be able to successfully and commercially develop any of these inventions or businesses, which are in their preliminary stages. The Company is acquiring and deriving revenues from (1) fishing operations in the Far East of Russia and (2) metals/mining in Russia and (3) timber operations/holdings in the Russian Far East encompassing over two million hectares. The Company is deriving revenue from timber harvesting and production in Brazil and holds various rights to develop and harvest timber properties on up to 490,000 hectares located in the State of Para, Brazil. The Company has the right to conduct exploration activities on seven gold and four coal properties in Indonesia. One of the coal properties is currently under contract with Cyprus Amax Coal Company, a unit of Cyprus Amax Minerals Company, to operate and fund one of the Company's coal holdings in East Kalimantan, Indonesia. The Company has a gold exploration property in Manhattan, Nevada which previously produced in excess of 500,000 ounces of gold. 3. Other A. On August 31, 1998, the Company announced that it received an initial capital infusion of $500,000 from a group led by Tetsuo Kitagawa and during the period October 19, 1998 to November 24, 1998 an additional equity investment in excess of $1,100,000 was received from the same group. Mr. Kitagawa had a 25-year history with the Marubeni Group and until recently was the financial managing director of Marubeni's subsidiary in Holland. Mr. Kitagawa is currently assigned by the Office of the President of the Russian Federation to form investment funds in and outside of Russia under the management of the Office of the President of the Russian Federation for the improvement of its economy. Mr. Kitagawa, with his group, will provide full-time management and financial services for the Company. The Company has been reviewing acquisition candidates submitted through Mr. Kitagawa and certain of his associates, many of which are located in the countries of the former Soviet Union. On October 14, 1998, Mr. Kitagawa was elected a director of the Company by the Board of Directors and currently serves as the Company's Chief Financial and Operating Officer. B. From July 1997 through October 16, 1998, Jeffrey S. Kramer, President, provided loans to the Company, aggregating approximately $714,000 in principal. Mr. Kramer and the Company have reached an agreement for a partial settlement of these outstanding loans through the issuance of restricted common shares by the Company. On October 23, 1998, the Company issued Mr. Kramer 583,200 shares of restricted common stock in settlement of $583,200 of principal and interest. On October 20, 1998, Christopher Michaels, Chairman, purchased 929,500 shares of restricted common stock from the Company at a purchase price of $0.30 per share through the issuance of a promissory note in the amount of $278,850, due on or before October 20, 2003 at an interest rate of prime plus 1%. The note is collateralized by the common stock. 8 8 C. On October 9, 1998, the Company and Cyprus Amax Coal Co., a unit of Cyprus Amax Minerals Co. (NYSE:CYM) signed an agreement to operate and fund one of Nevada Manhattan's coal holdings in East Kalimantan, Indonesia. Under the terms of the agreement, Cyprus will have the exclusive right to further explore and develop the East Kalimantan coal property and the right to acquire an 85% interest. Cyprus will manage, operate and sell the coal. Cyprus will be responsible for 100% of the costs and expenses of each phase of exploration and development. These expenditures will be recoverable from production. D. On October 8, 1998, the Company elected not to proceed with the acquisition of the Skluth "Timberlands" in the states of Para and Amazonas, Brazil. The 5,000,000 escrowed shares were immediately cancelled on the books and records of the Company and the original property deeds were returned. The Company does not anticipate that the reduction in timberland holdings will have an impact on current operations. E. On November 30, 1998, the Company announced that, as part of the company's diversification plan, the following three companies were formed and are operational: Science and Technology Resources, Inc. ("STR"), Nevada Manhattan Tokyo branch and NV Rexco. STR, a Nevada corporation wholly owned by Nevada Manhattan, with operations offices in the Washington, DC area, was formed to acquire, initiate and utilize a variety of patented technologies, some of which may have important application in the area of natural resources. STR is headed by Dr. Thomas Ward, a consultant to the U.S. Department of Energy. Nevada Manhattan Tokyo was formed to act on behalf of Nevada Manhattan to transact the sale and marketing of Nevada Manhattan's products as well as other companies' products produced from diverse areas around the world. NV Rexco, a California corporation, was formed to act on behalf of Nevada Manhattan for the fishing, processing and distribution of fish and other seafood, as well as sales and distribution of timber and other resources, primarily products from the Far East. All three divisions and/or subsidiaries are operational. F. On October 5, 1998, the Company announced an agreement for the acquisition of a substantial interest in a revenue-producing oil and gas project located on the Plainview natural gas field in Macoupin County in southwest Illinois. The agreement was subject to verification of the seller's projections. Upon careful consideration and extensive due diligence, the Company has elected not to proceed with the acquisition. 9 9 4. Subsequent Events A. On December 23, 1998, the Company acquired 80% of the metal mining resources and timber properties of Chrustalnaya, a Russian joint stock company headquartered in Kavalerovo for 8,000,000 shares of restricted common stock. Chrustalnaya has approximate reported annual timber and mining revenues in excess of $16 million. Chrustalnaya's reported mining resources 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 Company 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 Company's common stock and is based on the current and anticipated value of the assets that the Company is acquiring. Nevada Manhattan's activities in Russia and the surrounding Commonwealth of Independent States (CIS) countries will be supervised by Dr. Alexander Gonchar, chairman of the General Euro-Asian Committee of Coal, Metals and Natural Resources, which is comprised of the presidents of the 11 CIS members. Dr. Gonchar is a well-known academician and a respected member of the Academy of Science in Russia as well as other highly respected scientific communities. While management previously considered an acquisition of Chrustalnaya's stock, it was determined by the parties that the asset acquisition, rather than the stock purchase, was in the best interests of all parties concerned due to international complexities and reporting requirements. B. In consideration of other acquisitions being negotiated but not yet consummated, the Company entered into an agreement with Asset Management Academy ("AMA"), a California corporation, and issued AMA 5,000,000 shares of restricted common stock for fees and services in connection with these acquisitions. C. On December 31, 1998, pursuant to the terms of a Term Sheet executed by the Company and Capco Acquisub Inc., (the "Term Sheet") the Company acquired 1,212,000 shares (35%) of Meteor Industries Inc. (NASDAQ: METR) from Capco Acquisub Inc., ("Capco") at a purchase price of $7.00 per share plus additional consideration in the form of certain options to buy Nevada Manhattan common stock.. Pursuant to the Term Sheet, Capco agreed to deliver an additional 518,000 shares of Meteor to the Company by January 14, 1999 at a purchase price of $7.00 per share. See Part II, Item 5. for a detailed description of the acquisition. The entire transaction may be rescinded by the Company at any time before February 15, 1999. 10 10 Meteor Industries is a Denver-based company engaged in the business of distribution and sales of refined petroleum and related products throughout the Rocky Mountain region. Meteor generated $88 million in revenues for the nine-month period ended Sept. 30, 1998, and net profit for the same period was almost $1 million. Meteor owns, operates and acquires independent refined petroleum product distribution companies. It sells gasoline, diesel fuel, lubricants, propane and convenience store items. Meteor's revenues have grown approximately 35% annually over the past three year through the acquisition of profitable petroleum firms, primarily in the western United States. Under the terms of the acquisition, Ilyas Chaudhary, chairman of Meteor Industries and Capco, will now serve on Nevada Manhattan's board of directors. Meteor announced that it intends to expand its board of directors from the five existing members to seven members with the two vacancies being filled by representatives of Nevada Manhattan. D. At the annual meeting of stockholders on December 9, 1998, more fully described under Part II, Item 4, the stockholders approved an increase in the authorized common stock from 49,750,000 shares to 250,000,000 shares, enabling the Company to have greater flexibility in considering potential future actions involving the issuance of stock which may be necessary or desirable to accommodate the Company's growth plan, including capital raising transactions and acquisitions. E. In December, 1998 an investor subscribed for 6,000,000 shares of Common Stock, pursuant to a private placement, at a purchase price of $1,500,000, through the issuance of a Promissory Note (the "Note") at the interest rate of average monthly Federal Funds rate as listed daily in the Wall Street Journal, payable in installments of $400,000 on or around December 20, 1998 and $1,100,000 on March 25, 1999. The first installment has been received by the Company. F. On January 13, 1999 and January 27, 1999, the Company received comments from the Securities and Exchange Commission relative to its valuation of its domestic mineral properties. The Company and its accountants have taken a prior period writedown of $2,936,000 against its Domestic Mineral Properties and $700,000 against the Brazilian Timber Properties, pursuant to SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." 11 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION RESULTS OF OPERATIONS Comparison of Results of Operations - Six months ended --------------------------------------------------------- November 30, 1998 and November 30, 1997 ---------------------------------------- Revenues for the six months ended November 30, 1998 were $7,957,464, as compared to $351,806 for the same period in 1997. The increase of $7,605,658 in revenues is attributed primarily to the Company's new operations as follows: $1,326,417 from Fishing operations and $6,270,000 attributed to the Company's sales and marketing activities of products manufactured in the Commonwealth of Independent States. The revenues of $7,957,464 for the six months ended November 30, 1998 are up from $205,885 in the prior six month period ending May 31, 1998. These are new revenue generators for the Company and may be indicative of what the Company will do in the future. However, no assurances can be given. Gross profit margin for the six months ended November 30, 1998 was 17%, compared to gross profit margin of 24% for the same period in 1997. The sale of fish had a gross profit margin of 6% and sales and marketing activities had a gross profit margin of 19%. However, gross profit margins the Company is experiencing now are not necessarily indicative of what can be anticipated in the future. General and administrative expenses for the six months ended November 30, 1998 were $2,513,347 compared to $2,901,427 for the same period in 1997. The decrease of approximately $500,000 is attributed primarily to reduced expenses and increased efficiencies in the Brazilian operations and reduction in related travel expense. Other expense which consists of interest for the six months ended November 30, 1998 was $364,827 compared to $155,000 for the same period in 1997. The increase of $209,826 in the Company's interest expense is attributable primarily to convertible debentures and notes payable to shareholders. Comparison of Results of Operations - Three months Ended ------------------------------------------------------------ November 30, 1998 and November 30, 1997 --------------------------------------- Revenues for the quarter ended November 30, 1998 were approximately $7,750,776 as compared to $195,030 for the same period in 1997. The increase of $7,555,746 in revenues is attributed primarily to the Company's new operations as follows: $1,326,417 from Fishing operations and $6,270,000 attributed to the Company's sales and marketing activities of products manufactured in the Commonwealth of Independent States. The revenues of $7,750,776 for the second quarter ended November 30, 1998 are up from $206,688 in the first quarter ended August 31, 1998, accounting for the Company's first net income since inception. These are new revenue generators for the Company and may be indicative of what the Company will do in the future. However, no assurances can be given. 12 12 Gross profit margin for the three months ended November 30, 1998 was 17% compared to gross profit margin of 5% for the same period in 1997. The sale of fish had a gross profit margin of 6% and the sales and marketing activities had a gross profit margin of 19%. However, gross profit margins the Company is experiencing now are not necessarily indicative of what can be anticipated in the future. General and administrative expenses for the three months ended November 30, 1998 were $1,127,031 compared to $1,630,881 for the same period in 1997. The decrease of approximately $500,000 is attributed primarily to reduced expenses and increased efficiencies in the Brazilian operations and reduction in related travel expense. Other expense which consists of interest for the three months ended November 30, 1998 was $130,735 compared to $70,564 for the same period in 1997. The increase of $60,171 in the Company's interest expense is attributable primarily to convertible debentures and notes payable to shareholders. Net profit for the quarter ended November 30, 1998 was approximately $36,683 as compared to a net loss of $1,720,712 for the same period in 1997. The net profit for the quarter ended November 30, 1998 was attributable to increased revenues from the newly instituted fishing and sales and marketing activities of the Company. No assurance can be given that the Company's activities resulting in increased revenues and its first reported earnings can be continued. LIQUIDITY AND CAPITAL RESOURCES For the first time since the Company's inception it has experienced net income. Revenues increased substantially due to increased activities in the areas of sales and marketing of metals/mining, fishing and timber operations. Management anticipates that this trend may continue, though no assurances can be given. The Company had a cash position, at November 30, 1998, of $1,420,169, of which $700,000 is being allocated for use in the sales and marketing activities of the Company and is not available for general corporate purposes. The other $720,000 is available for general corporate purposes. Pursuant to the Company's expansion and diversification plan, including the formation of NV Rexco and Nevada Manhattan Tokyo Branch, as well as increased revenue from the Company's metals/mining, fishing and timber sales and marketing activities, the Company has begun to generate significant revenue and initial net cash flows for the first time. The Company believes that with the anticipated increase in daily production from each of these operations, expenses and overhead will be funded by the cash flow generated from its operations. The acquisition of the assets of Chrustalnaya, with reported annual revenue in excess of $16,000,000, for 8,000,000 shares of restricted common stock of the Company, represents an additional significant source of potential revenue and earnings. 13 13 With the recent acquisition of a 35% interest in Meteor Industries Inc. ("Meteor") and the anticipated acquisition of an additional 15% interest in Meteor, the Company intends to acquire a controlling interest for the purpose of consolidating Meteor's balance sheet which represents in excess of $100 million in annual revenues and in excess of $1 million in net profit. The initial 1,212,000 shares of Common Stock of Meteor were purchased for $8,484,000 ($7.00 per share), payable $500,000 on December 30, 1998, with the remaining portion being payable in installments. (See Part II, Item 5.A.) In addition, the Company has contracted to purchase an additional 518, 000 shares of Common Stock for $3,626,000 ($7.00 per share) payable in installments. The $500,000 paid to the seller on December 30, 1998 was working capital of the Company. The remaining payments will be derived from working capital, sales of securities of the Company, loans or other sources. As of August 28, 1998, TiNV1, Inc., ("TiNV1"), entered into a Subscription Agreement and a letter agreement with the Company pursuant to which TiNV1 purchased 5,500,000 shares of the Company's restricted common stock for $500,000. In the quarter ended November 30, 1998, the Company received in excess of an additional $1,000,000 of equity funding from TiNV1 principals and/or affiliates. On December 9, 1998 the Company's stockholders approved an option for TiNV1 to purchase an additional 70,000,000 shares of restricted common stock at an exercise price of $0.335 per share which was the trading price of the Company's common stock on the date of the transaction. The Company anticipates that it will require additional capital and intends to secure it by utilizing a publicly registered offering of its securities, the capital provided by the TiNV1 transaction, "Private Placements" and/or funds generated from operations. This section of the Quarterly Report contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. YEAR 2000 DISCLOSURE -------------------- The Company has appointed a Y2K Risk Manager to look into all possible effects of Y2K problems within the business operations of the Company and implement corrective action to ensure that the Company's operations will not be adversely affected. The corporate headquarters in the United States maintains eight computers connected on a peer-to-peer network and four computers independent of the network. The Company's office in Japan maintains two computers independent of any network. The company has no proprietary software. All hardware and software vendors have been contacted and most have expressed no immediate Y2K concerns in relation to the company's hardware and software. The company has plans 14 14 to replace and/or upgrade software and hardware that is non-Y2K compliant; however has not begun to take such corrective action. The Company's Y2K Risk Manager has determined that the accounting software of the Company is not as yet Y2K compliant and is taking such necessary steps to replace and/or upgrade such software. The Company estimates that the replacement and/or upgrade of the accounting software is less than $1,000. The Company's Y2K Risk Manager shall periodically seek an update from hardware and software manufacturers in order to update the Company's Y2K information and reassess any possible Y2K problems. If the Company had to replace all of its computers, the costs would be approximately $25,000. All Company files and records have been backed up on zip drives and are continuously backed up on a weekly schedule. Furthermore, select Company proprietary, legal and financial information has been backed up on hard copy in order to preserve business records and maintain business flow in case of any possible unforeseen or undisclosed Y2K conflicts by third parties. The Company maintains no direct customers. The Company maintains suppliers and/or utilizes professional services including but not limited to legal, accounting and banking. The Company has been in contact with its legal, accounting and banking service providers and has been assured by the providers that they are Y2K compliant and/or have assigned a "Risk Manager" to assess and resolve any possible conflicts that may arise. The Company maintains a number of subsidiaries and/or affiliates in various countries including the United States, Brazil, Indonesia, and various republics of the Commonwealth of Independent States. As part of the Company's risk assessment, the Risk Manager has contacted and evaluated each affiliate and subsidiary in order to assess any possible Y2K conflicts. It has been determined that there is only one major conflict within the Company's United States operations as noted above, and no major conflicts within the Indonesia operations/subsidiaries. There are no major conflicts between suppliers and/or manufacturers within the United States/Indonesia operations. The primary activities within these regions are explorative and thus utilize no manufacturers and/or suppliers as well as no equipment with possible imbedded chips and/or microcontrollers. The Company's subsidiaries in Brazil and the Commonwealth of Independent States are currently in the process of assessing their state of readiness and any possible counter measures that need to be undertaken in order to assure Y2K compliance. Although it is believed that all subsidiaries in Brazil and within the Commonwealth of Independent States are Y2K compliant, the Company believes that since the majority of the operations are manually conducted, the effects of any possible technological problem shall be minimal. The Company has further assessed that if there should happen to be a Y2K problem, the Company's financial statement shall not be materially affected. 15 15 NEVADA MANHATTAN GROUP, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION 1. Legal Proceedings ----------------- Francis Parkes, Dr. Joe C. Rude III, Christopher D. Michaels and Nevada ---------------------------------------------------------------------------- Manhattan Mining, Inc. v. Sheldon Salcman, Arie Rabinowitz, Mayer Rooz, Thomson - -------------------------------------------------------------------------------- Kernaghan & Co. Limited, Soreq, Inc., Silenus Limited, Mary Park Properties, - -------------------------------------------------------------------------------- L.H. Financial Services, Austost Anstalt Schaan, Tusk Investments, Inc., Mendel - -------------------------------------------------------------------------------- Group, Inc., Top Holding International, Ltd., Praha Investments S.A., UFH - -------------------------------------------------------------------------------- Endowment, Ltd., Atead Consulting S.A., and Ausinvest Anstalt Balzers, (Case No. - --------------------------------------------------------------------- 98-5624 JSL(CTx) (the "Securities Action") was filed in United States District Court for the Central District of California (the "Court") on July 14, 1998 on behalf of the Company and Francis Parkes, Dr. Joe C. Rude and Christopher D. Michaels, who are individual Company shareholders. In the Securities Action, plaintiffs contend that defendants violated Section 10(b) and 13(g) of the Securities Exchange Act of 1934, Section 1962(b) of the Racketeer Influenced and Corrupt Organizations Act, and committed fraud by engaging in a fraudulent scheme to manipulate and artificially depress the market in and for the Company's common stock by use of massive short sales. Plaintiffs seek an unspecified amount of damages, including punitive damages, a judicial declaration that the terms, conditions and covenants of certain debentures and subscription agreements were violated and certain injunctive relief. On November 2, 1998, the Court denied various motions to dismiss, strike or transfer the complaint filed by various defendants. Thereafter, separate counterclaims for breach of contract and declaratory relief were filed by each of Tusk Investments, Inc., Silenus Limited, and Thomson Kernaghan & Co., Ltd. Discovery in the Securities Action has just commenced. UFH Endowment, Ltd. and Austost Anstalt Schaan v. Nevada Manhattan Mining ---------------------------------------------------------------------------- Inc., Jeffrey Kramer and Christopher Michaels, (Case No. 98 Civ. 5032) (the "UFH - --------------------------------------------- Action") was filed in United States District Court for the Southern District of New York on July 15, 1998, by the Securities Action defendants UFH Endowment, Ltd. and Austost Anstalt Schaan against the Company, Jeffrey S. Kramer and Christopher Michaels, officers and directors of the Company, President of the Company. The plaintiffs in the UFH Action claim that the Company breached certain debentures and subscription agreements, and that the other defendants induced such breach, and thus seek an injunction directing the Company to file a registration statement with the Securities and Exchange Commission ("SEC") and to issue common stock, as well as damages from the Company and defendants Kramer and Michaels. Approximately one month after first filing their complaint, the plaintiffs amended their complaint to include a claim purporting to allege violations by the Company and Jeffrey S. Kramer and Christopher Michaels. On or about July 30, 1998 plaintiffs sought a preliminary injunction requesting that the Company be compelled to file a registration statement with the SEC and issue stock to the plaintiffs. This motion was denied. On July 27, 1998, the Company and Messrs. Kramer and Michaels filed various motions to dismiss, stay, or transfer the UFH Action. These motions have not yet been ruled upon by the United States District Court for the Southern District of New York. 16 16 Mendel Group, Inc. v. Nevada Manhattan Mining, Inc., Jeffrey Kramer and ---------------------------------------------------------------------------- Christopher D. Michaels, (Case No. 98, Civ. 5504) (the "Mendel Action") was - ------------------------- filed in United states District Court for the Southern District of New York on or about August 6, 1998, by the Securities Action defendant Mendel Group, Inc. ("Mendel") against the Company, Jeffrey S. Kramer and Christopher Michaels. Mendel claimed violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, the Uniform Commercial Code, and breach of contract based on allegations that the Company wrongfully failed to honor the terms of certain convertible debentures and failed to file a registration statement with the SEC. The complaint requested that the court issue an injunction directing the Company to file a registration statement with the SEC, issue common stock to them, and requests damages against the Company, Jeffrey S. Kramer and Christopher Michaels. On or about December 18, 1998, Mendel, on the one hand, and the Company, Mr. Kramer and Mr. Michaels, on the other hand, agreed to settle and dismiss the Mendel Action, and simultaneously to dismiss Mendel from the Securities Action. The Mendel Action's dismissal was approved on January 9, 1999 by the United States District Court for the Southern District of New York. Mary Park Properties, Inc. v. Nevada Manhattan Mining, Inc. Terra Natural ---------------------------------------------------------------------------- Resources, Inc., Jeffrey Kramer and Christopher Michaels, U.S.D.C. Case No. CV - --------------------------------------------------------- 98 6862 (the "Mary Park Action") was filed on November 4, 1998 in the United States District Court for the Eastern District of New York by Securities Action defendant Mary Park Properties, Inc. ("Mary Park"). In the Mary Park Action, plaintiff alleges breach of contract by the Company for failure to permit Mary Park to convert certain of its debentures in shares of common stock in the Company, among other things. In addition, on November 4, 1998, Mary Park filed an application in the Mary Park Action for a temporary restraining order and order to show cause re preliminary injunction, seeking an order enjoining the Company from issuing new common stock to any person other than Mary Park and compelling the Company to convert certain of Mary Park's debentures into common stock in the Company. On December 30, 1998, the Court denied Mary Park's application for temporary restraining order and order to show cause re preliminary injunction. Tusk Investments, Inc. v. Terra Natural Resources Corp. aka Nevada Manhattan ---------------------------------------------------------------------------- Mining Incorporated, TiNV1, Inc., Jeffrey Kramer and Christopher Michaels, LASC - -------------------------------------------------------------------------- Case No. BC 200273 (the "Tusk State Action"), was filed in Los Angeles County Superior Court on December 1, 1998. The Tusk State Action accused the Company and Messrs. Kramer and Michaels of issuing new common stock and options to purchase additional new common stock in the Company to TiNV1, Inc. ("TiNV1") as part of a conspiracy to effect a "fraudulent transfer" of assets of the Company to TiNV1. On December 1, 1998, plaintiff Tusk Investments, Inc. ("Tusk") sought a temporary restraining order and order to show cause re preliminary injunction in Department 86 of the Los Angeles County Superior Court, seeking an order enjoining the Company from holding its December 9, 1998 annual shareholders meeting as well as imposition of a receivership over any common stock in the Company issued to TiNV1. After briefing and oral argument, on December 1, 1998, the Court denied Tusk's application for temporary restraining order and order to show cause re preliminary injunction. On December 22, 1998, the Company and Messrs. Kramer and Michaels filed a demurrer in the Tusk State Action, contending that the allegation of the Tusk State Action failed to state a legally viable claim for relief. On December 29, 1998, Tusk voluntarily dismissed the Tusk State Action. 17 17 Silenus Limited v. Terra Natural Resources Corp. aka Nevada Manhattan Mining ---------------------------------------------------------------------------- Incorporated, TiNV1, Inc., Jeffrey Kramer, Joseph C. Rude and Christopher - -------------------------------------------------------------------------------- Michaels, LASC Case No. BC 201577 (the "Silenus State Action"), was filed in Los - -------- Angeles County Superior Court on December 1, 1998. The Silenus State Action accused the Company and Messrs. Kramer and Michaels and Joseph Rude, a director, of issuing new common stock and options to purchase additional new common stock in the Company to TiNV1, Inc. ("TiNV1") as part of a conspiracy to effect a "fraudulent transfer" of assets of the Company to TiNV1, and further accused Messrs. Kramer, Michaels and Rude of breaching their fiduciary duties as directors by engaging in the alleged conduct described above, as well as by allegedly attempting to fraudulently transfer assets of the Company to themselves. On December 7, 1998, plaintiff Silenus Limited ("Silenus") sought a temporary restraining order and order to show cause re preliminary injunction in the Los Angeles County Superior Court, seeking an order enjoining the Company from holding its December 9, 1998 annual shareholders meeting as well as imposition of a receivership over any common stock in the Company issued to TiNV1. After briefing and oral argument, on December 7, 1998 the Court denied Silenus's application for temporary restraining order and order to show cause re preliminary injunction. On December 31, 1998, the Company and Messrs. Kramer, Michaels and Rude filed a demurrer in the Silenus State Action, contending that the allegations of the Silenus State Action failed to state a legally viable claim for relief, which demurrer is presently set for hearing on January 20, 1999. 2. Changes in Securities --------------------- From the period September 1, 1998 to November 30, 1998, the Company offered and sold 4,274,401 shares of its Common Stock in a private placement in reliance upon Section 4(2) at prices ranging from $.07 to $.50 per share, based on a 50% discount from market price. The Company believes that it met all of the requirements contained in Section 4(2). Sales of shares were made only to the class of persons meeting the suitability requirements contained within the Offering. The Company reviewed subscription documents which it required all prospective purchasers to complete. From the period September 1, 1998 to November 30, 1998, the Company issued 2,910,632 shares of Common Stock to retire outstanding loans made to the Company. These shares were issued in reliance upon Section 4(2) and were at a price of $.20 to $1.00 per share. Sales of shares were made only to the class of persons meeting suitability requirements and the Company has reviewed subscription documents which it required all prospective purchasers to complete. The Company believes that it met all of the requirements contained in Section 4(2). From the period September 1, 1998 to November 30, 1998, the Company issued 304,420 shares of Common Stock in payment for services rendered to the Company. These shares were issued in reliance upon Section 4(2) and were at an average price of $.30 per share. Sales of shares were made only to the class of persons meeting suitability requirements and the Company has reviewed subscription documents which it required all prospective purchasers to complete. The Company believes that it met all of the requirements contained in Section 4(2). 18 18 On December 9, 1998 the Company's stockholders approved an option for TiNV1 to purchase an additional 70,000,000 shares of restricted common stock at an exercise price of $0.335 per share which was the trading price of the Company's common stock on August 28, 1998 (see "Management's Discussion - Liquidity and Capital Resources"). 3. Defaults Upon Senior Securities ------------------------------- Not applicable. 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Company held its annual meeting of stockholders on December 9, 1998 in Los Angeles, California (the "Meeting"). The number of shares of Common Stock issued and outstanding as of the record date for the Meeting was 41,742,477. The number of shares represented and voting in person or by proxy at the Meeting was 29,424,887. 1. All Director nominees were elected at the Meeting by the following vote. These Directors constitute all the Directors of the Company. Name For Withheld ---- --- -------- Christopher D. Michaels 29,255,151 169,736 Jeffrey S. Kramer 29,255,151 169,736 Joe C. Rude III 29,255,151 169,736 William E. Wilson 29,255,151 169,736 Tetsuo Kitagawa 29,250,892 173,995 Hironao Mutoh 29,234,324 190,563 Neil H. Lewis 29,254,116 170,771 Stockholders voted on the following proposals: 2. Proposed amendment to Articles of Incorporation to change the Company's name from Terra Natural Resources Corporation to Nevada Manhattan Group, Incorporated. For: 28,944,266 Against: 392,658 Abstain: 87,963 3. Proposed amendment to Articles of Incorporation to increase the authorized Common Stock from 49,750,000 to 250,000,000 shares. For: 28,003,394 Against: 911,138 Abstain: 510,355 4. Authorization for Board of Directors to grant options to purchase up to 70,000,000 shares of Common Stock to TiNV1 at an exercise price of $.335 per share, pursuant to an Option Agreement. For: 24,498,845 Against: 1,108,073 Abstain: 689,246 Broker Non-Votes: 3,128,723 5. Ratification of Merdinger, Fruchter, Rosen & Corso, P.C. as the Company's independent auditors for the fiscal year ending May 31, 1999. For: 29,221,362 Against: 186,815 Abstain: 16,710 19 19 5. Other Information ----------------- A. Meteor Industries, Inc. Stock Acquisition The Company entered into a binding term sheet, dated December 30, 1998 (the "Term Sheet"), with Capco Acquisub, Inc. (the "Seller"), pursuant to which the Company purchased 1,212,000 shares of Common Stock (the "Initial Shares") of Meteor Industries Inc. ("Meteor") from Capco for $8,484,000 ($7.00 per share), payable $500,000 on December 30, 1998, with the remaining portion being payable in installments. In addition, the Term Sheet provides for the purchase of an additional 518, 000 shares of Common Stock (the "Additional Shares") from the Seller by January 14, 1999, which Additional Shares are not presently owned by the Seller. The purchase price for the Additional Shares is $3,626,000 ($7.00 per share) payable in installments. If the Seller does not tender such additional shares by such date, the Term Sheet requires the Seller to pay liquidated damages in the amount of $500,000 or the Company may reduce the consideration otherwise payable to the Seller for the Initial Shares by $500,000. The Seller's obligation to pay such liquidated damages amount has been guaranteed by Ilyas Chaudhary (the owner of substantially all of Seller). Under the provisions of the Term Sheet, the Company agrees to cause one person nominated by the Seller to be included in each management slate of Directors of the Company until January 1, 2002. Mr. Chaudhary has been appointed to the Board of Directors of the Company pursuant to such provision. The Term Sheet provides, among other things, that the Company is to pay interest on the unpaid consideration at the rate of 11% per annum, and that the parties are to negotiate definitive documents containing customary representations, warranties, and covenants, including a pledge agreement providing for a pledge by the Company of the Issuer stock acquired by it from the Seller securing the Company's obligations to pay the purchase price and interest. The Term Sheet also provides for the issuance to the Seller of options expiring January 1, 2002 to purchase 15,000,000 shares of the Company's common stock at an exercise price of $.335 per share and 2,000,000 shares at an exercise price of $.65 per share. As of January 11, 1999, the Company's common stock was trading at approximately $1.25 per share. The entire transaction may be rescinded by the Company at any time before February 15, 1999. Exhibits 10.(xlii) and 10.(xliii) to this Report are hereby incorporated herein by this reference and the foregoing description is qualified in its entirety thereby. In determining the consideration, the Company took into account the current and anticipated value of Meteor's common stock, the options to purchase the Company's common stock and the value of Mr. Chaudhary as a member of the Company's Board of Directors. The $500,000 paid to the Seller on December 30, 1998 was working capital of the Company. The remaining payments will be derived from working capital, sales of securities of the Company, loans or other sources. The Company is seeking to acquire a majority interest in Meteor by January 14, 1999 pursuant to the Term Sheet. The Company intends to seek to appoint a majority of Meteor's Board of Directors. The Company presently intends to propose to Meteor that Meteor enter into a gasoline supply contract with the Company pursuant to which the Company would supply significant amounts of gasoline to Meteor at what is believed to be favorable prices. No assurance can be given that the Company will either gain the aforesaid representation on Meteor's Board of Directors or enter into a gasoline supply contract with Meteor. 20 20 B. On January 13, 1999 the Company received comments from the Securities and Exchange Commission relative to its valuation of its domestic mineral properties. The Company and its accountants currently disagree with the position of the staff of the Commission relative to the domestic mineral properties. The Company plans to engage in discussions with the Commission's staff. A decision will be made by management of the Company as to whether the financial statements submitted herewith will require adjustment consistent with the final position of the staff. 6. Exhibits and Reports on Form 8-K -------------------------------- EXHIBITS Exhibit Description Reference No. - ------------------- ------------- Restated Amended By-Laws of Terra Natural Resources Corporation as of November 30, 1998 3.(xii)* Certificate of Amendment of Articles of Incorporation of Terra Natural Resources Corporation filed December 11, 1998 3.(xiii)* Memorandum of Agreement effective as of October 9, 1998, between Cyprus Amax Coal Company and Nevada Manhattan Mining, Inc. 10.(xli)* Term Sheet dated December 30, 1998 between Nevada Manhattan Group, Inc. and Capco Acquisub, Inc. re Purchase of Common Stock of Meteor Industries, Inc. 10.(xlii)* Personal Guaranty of Ilyas Chaudhary re Purchase of Common Stock of Meteor Industries, Inc. 10.(xliii)* Letter Agreement for Asset Acquisition by and between Nevada Manhatten Group, Incorporated and LLC NPK Edikt, re Chrustalnaya Mining, dated December 23, 1998 10.(xliv)* Financial Data Schedule 27 *Previously filed Reports on Form 8-K - ------------------- None 21 21 SIGNATURE Pursuant to the requirements of the Securities 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 Amendment No. 2 /s/ Bruce D. Lauper May 20, 1999 _________________________________________ Bruce D. Lauper, Chief Financial Officer 22 22 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 3.(xii) Restated Amended By-Laws of Terra Natural Resources Corporation as of November 30, 1998* 3.(xiii) Certificate of Amendment of Articles of Incorporation of Terra Natural Resources Corporation filed December 11, 1998* 10.(xli) Memorandum of Agreement effective as of October 9, 1998, between Cyprus Amax Coal Company and Nevada Manhattan Mining, Inc.* 10.(xlii) Term Sheet dated December 30, 1998 between Nevada Manhattan Group, Inc. and Capco Acquisub, Inc. re Purchase of Common Stock of Meteor Industries, Inc.* 10.(xliii) Personal Guaranty of Ilyas Chaudhary re Purchase of Common Stock of Meteor Industries, Inc.* 10.(xliv) Letter Agreement for Asset Acquisition by and between Nevada Manhatten Group, Incorporated and LLC NPK Edikt, re Chrustalnaya Mining, dated December 23, 1998* 27 Financial Data Schedule *Previously filed EX-27 2 AMENDMENT NO. 1 TO EXHIBIT 27
5 6-MOS MAY-31-1999 JUN-01-1998 NOV-30-1998 1,420,169 0 1,048,257 150,000 401,199 2,951,865 1,967,490 139,021 4,783,634 2,895,924 0 0 176,414 437,836 (1,145,722) 4,783,634 7,957,464 7,957,464 6,605,370 6,605,370 2,513,347 0 364,827 (1,526,080) 0 (1,526,080) 0 0 0 (1,526,080) (0.04) (0.04)
-----END PRIVACY-ENHANCED MESSAGE-----