-----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, Thkgv4muKLQtfZ+2BK8IreobkoYHrshECXxWuJACE0zp6ZktjXh7TFjlODMCl9cj 4NBkHJ9G2aLK9mO+Ijvnnw== 0000950148-97-002892.txt : 19971118 0000950148-97-002892.hdr.sgml : 19971118 ACCESSION NUMBER: 0000950148-97-002892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970812 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971117 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA MANHATTAN MINING INC CENTRAL INDEX KEY: 0000848821 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880219765 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12867 FILM NUMBER: 97722370 BUSINESS ADDRESS: STREET 1: 5038 N PARKWAY STREET 2: STE 100 CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8185914400 MAIL ADDRESS: STREET 1: 5038 N PARKWAY STREET 2: STE 100 CITY: CALABASAS STATE: CA ZIP: 91302 8-K 1 CURRENT REPORT 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 AUGUST 12, 1997 Date of report (Date of earliest event reported) NEVADA MANHATTAN MINING, INCORPORATED (Exact Name of Registrant as Specified in Its Charter) NEVADA (State or Other Jurisdiction of Incorporation) 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) 2 Item 5. Other Events. This report is filed solely to file with the Securities and Exchange Commission (i) the press release issued on August 12, 1997 announcing the Company's first revenue figures from timber production by its 80 percent-owned subsidiary, Equatorial Resources in Brazil, (ii) the press release issued on October 6, 1997 announcing the completion of the expansion program of the Company's sawmill facility in Brazil, (iii) the press release issued on October 9, 1997 announcing the Company's withdrawal of its pending Registration Statement on Form SB-2 due to market conditions, (iv) the press release issued on October 20, 1997 announcing the Company has signed preliminary agreement with Vanderbilt Gold Corp. to purchase and place into production the Morning Star Gold Mine in San Bernardino, California; and (v) the press release issued on November 3, 1997 announcing the Company's first quarter results. Item 7. Financial Statements and Exhibits (c)
Exhibit Number Reference (99) Additional Exhibits Press Release dated August 12, 1997 Exhibit 99.1 Press Release dated October 6, 1997 Exhibit 99.2 Press Release dated October 9, 1997 Exhibit 99.3 Press Release dated October 20, 1997 Exhibit 99.4 Press Release dated November 3, 1997 Exhibit 99.5
3 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: November 14, 1997 BY: /s/ JEFFREY S. KRAMER ------------------------------------------- JEFFREY S. KRAMER CHIEF FINANCIAL OFFICER 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 99.1 Press Release dated August 12, 1997 99.2 Press Release dated October 6, 1997 99.3 Press Release dated October 9, 1997 99.4 Press Release dated October 20, 1997 99.5 Press Release dated November 3, 1997
EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 NEVADA MANHATTAN MINING ANNOUNCES REVENUES FROM TIMBER PRODUCTION CALABASAS, Calif--Aug. 12, 1997--Nevada Manhattan Mining Inc. (OTC/BB:NVMH), a diversified, global natural resource company, Tuesday released its first revenue figures from its 80 percent-owned subsidiary, Equatorial Resources. The company's Brazilian timber operations produced $287,178 in revenues for the period ended May 31, 1997. Operations in Brazil commenced in January 1997. The company reported a net loss of $3,536,009 for the year ended May 31, 1997, primarily due to the ongoing current expansion which included additional capital infusion in the Brazilian timber operations. The above figures were disclosed in connection with the company's recently completed audited financial statements for the year ended May 31, 1997, filed with the U.S. Securities and Exchange Commission. Christopher Michaels, NVMH's CEO, stated: "We are pleased with the early results and revenue production of our Brazilian subsidiary and anticipate significantly higher revenues in ensuing quarters. Producing revenues within the first six months of operation in Brazil validates our commitment to the project and the ongoing expansion." In addition to its hardwood timber operations, Nevada Manhattan Mining also has gold and coal mining concessions in Asia, as well as a producing gold mine in Nevada. For more information on Nevada Manhattan Mining, contact Christopher Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400 or fax 818/591-4411 or Jack Wynn, Jack Wynn & Co. Inc. 202/547-6245 or fax 202/547-6260. EX-99.2 3 EXHIBIT 99.2 1 EXHIBIT 99.2 NEVADA MANHATTAN MINING ANNOUNCES INCREASED TIMBER PRODUCTION CALABASAS, Calif. and BELEM, Brazil--Oct. 6, 1997--Nevada Manhattan Mining Inc. (OTC/BB:NVMH), a diversified, global natural resource company, Monday announced that the expansion program for its sawmill facility under its Equatorial Resources subsidiary has been completed. Production capacity has been increased to 12,000 cubic meters per month of raw tropical hardwood at the Equatorial Resources facility located near the capital city of Belem in the Amazonia region, state of Para, Brazil, making this one of the largest facilities in the region. The capacity of the sawmill facility was expanded due to increased demand for product. During the expansion phase, Equatorial has been offered, and has accepted, purchase orders from several companies including, but not limited to, Nordisk Timber Ltd., Sabra International, Robco Madeiras Ltd. and Nevesexport, all recognized buyers, totaling 1,800 cubic meters of sawn timber, for immediate production and delivery totaling approximately $700,000 (U.S.) in projected revenue. Production has commenced to fill these orders. Additional orders totaling 6,300 cubic meters of sawn timber have been submitted to the company and are now being reviewed for acceptance and finalization. The company previously announced (July 22, 1997) it entered into a letter of intent with a multi-industry holding company based in Singapore for the production and distribution of sawn timber. The Sept. 30, 1997, deadline for the conclusion of the formal purchase order under the letter of intent has been extended for 30 days. Christopher Michaels, chairman, commented from Brazil: "Competition is the backbone of capitalism. During the mill expansion phase, several recognized buyers presented orders with favorable pricing, specifications and delivery dates prompting us to open our facility and production capacity to additional buyers. This continues to substantiate our need for expansion and we will still be pleased to conclude the purchase order with the group in Singapore." In addition to its hardwood timber operations, Nevada Manhattan Mining also has gold and coal mining concessions in Asia, as well as in Nevada. For more information on Nevada Manhattan Mining or this release, contact Christopher Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400, or fax 818/591-4411 or e-mail at administration@nevadamanhattan.com or Jack Wynn, Jack Wynn & Co. Inc., 202/547-6245 or fax 202/547-6260. EX-99.3 4 EXHIBIT 99.3 1 EXHIBIT 99.3 NEVADA MANHATTAN MINING ANNOUNCES WITHDRAWAL OF PENDING SB-2 REGISTRATION STATEMENT CALABASAS, Calif -- Oct. 9, 1997--Nevada Manhattan Mining Inc. (OTC/BB:NVMH), a diversified, international, natural resource company, Thursday announced that due to market conditions, it has requested the Securities and Exchange Commission to withdraw its pending SB-2 Registration Statement effective immediately. Christopher D. Michaels, chairman, stated, "The availability of more than 2 million shares of free-trading stock through an initial public offering will place added pressure on the market price of outstanding shares of the company, which has declined recently due to a high volume of short selling. As a result, we think it is in the best interest of the company and the shareholders to request that the Securities and Exchange Commission withdraw our pending SB-2 Registration Statement immediately." In addition to its hardwood timber operations in Brazil, Nevada Manhattan Mining also has gold and coal mining concessions in Asia, as well as in Nevada. For more information on Nevada Manhattan Mining or this release, contact Christopher Michaels, CEO, or Jeffrey Kramer, COO, at 818/591-4400, or fax 818/591-4411. E-mail at administration@nevadamanhattan.com. EX-99.4 5 EXHIBIT 99.4 1 EXHIBIT 99.4 NEVADA MANHATTAN MINING ANNOUNCES AGREEMENT WITH VANDERBILT GOLD CORP. CALABASAS, Calif.-- Oct. 20, 1997--Nevada Manhattan Mining Inc. (OTC/BB:NVMH) Monday announced that the company has signed a preliminary agreement with Vanderbilt Gold Corp. (OTC/BB:VAGO) to purchase and place into production the Morning Star Gold Mine in San Bernardino, Calif. Based on third-party technical reports by Exploration and Development Associates Inc. and Geomath Inc., proven and probable reserves at the Morning Star Mine exceed 300,000 ounces of gold. Terms of the Morning Star purchase will be released following a Nevada Manhattan due-diligence report. Upon completion of due diligence, Nevada Manhattan will make minor modifications to the processing plant that will allow mining and processing to start in 1998 at a rate of approximately 25,000 ounces per year. Nevada Manhattan has committed to start up the mine and vat-leach gold-recovery facility located 70 miles southwest of Las Vegas. The company expects to expand the reserve base with an intensive exploration program and also plans to include heap-leach operations for the lower-grade portions of the reserve. According to Jeffrey S. Kramer, chief operating officer, Nevada Manhattan: "The new mining operation complements the current development work under way by the company at its Manhattan Mine Project north of Tonopah, Nev., and will provide short-term gold production." The Manhattan Mine Project has produced a small quantity of gold on a test basis at a nearby mill, and a major effort is under way to access and mine the White Caps Mine, which historically was one of the highest-grade underground, producing gold mines in Nevada. Nevada Manhattan Mining is a diversified, global natural- resource company with significant timber operations near Belem, Brazil, and gold and coal concessions in Indonesia as well as the company's operations in Nevada. For more information on Nevada Manhattan Mining or this release, contact Christopher Michaels, chief executive officer, or Jeffrey Kramer, chief operating officer, at 818/591-4400; fax 818/591-4411; e-mail administration@nevadamanhattan.com; or visit the company's Web site at www.nevadamanhattan.com . EX-99.5 6 EXHIBIT 99.5 1 EXHIBIT 99.5 NEVADA MANHATTAN ANNOUNCES FISCAL FIRST-QUARTER RESULTS CALABASAS, Calif.--Nov. 3, 1997--Nevada Manhattan Mining (OTC/BB:NVMH) Monday reported a gross profit as well as improvement in revenues for the fiscal first quarter ended Aug. 31, based on the start of raw tropical hardwood production and shipment from the company's Equatorial Resources facility in Brazil. Revenues for the three-month period were $156,776, compared with no revenues in 1996's fiscal first quarter. The company's gross profit, based on cost of sales of $80,595, was $76,181 during the same period. Due to Nevada Manhattan Mining's increased development activities, primarily the expansion of the sawmill to step up customer deliveries, the company saw a sharp increase in expenses in the first fiscal quarter. Expenses for the first fiscal quarter were $1,354,981, compared with $484,052 in the same period a year ago. As a result, the company reported a net loss of approximately $1.3 million, or 10 cents per share, compared with a net loss of $517,592 in the same period in 1996. There were 12,467,496 weighted average common shares outstanding at Aug. 31, 1997. "Nevada Manhattan Mining's ability to bring its timber operations on stream and having generated a gross profit marks a turning point for our company," said Jeffrey S. Kramer, chief financial officer and chief operating officer. Nevada Manhattan Mining owns the right to harvest virgin timber properties on up to 750,000 hectares (1,875,000 acres) in the eastern Amazon region, and it is in the process of capitalizing on those resources. The recently completed major expansion of its sawmill facility near the city of Belem, Brazil, has increased its facility's capacity for the production of export-quality tropical hardwood. The mill facility is one of the largest of its kind in the region. During the mill's expansion phase, Nevada Manhattan Mining saw an increase in demand for its product and received purchase orders for sawn tropical timber from several recognized buyers. They include Nordisk Timber Ltd., Sabra International, Robco Madeiras Ltd. and Nevesexport. The orders to be filled, which total 1,800 cubic meters, are valued at about $700,000. Additional order inquiries are constantly being evaluated. Nevada Manhattan Mining is a diversified, global natural resource company. In addition to its substantial timber operations in Brazil, it also has significant gold and coal concessions in Indonesia as well as gold mining operations in Nevada. For more information on Nevada Manhattan Mining, contact Yvonne S. Cambere at 818/591-4400, or fax 818/591-4411 or e-mail at administration@nevadamanhattan.com or visit Nevada Manhattan Mining's Website at www.nevadamanhattan.com . -----END PRIVACY-ENHANCED MESSAGE-----