<PAGE>    1

                                       1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                               AMENDMENT NO. 2 TO

                                   FORM 10-KSB

                                   (Mark One)
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                     For the fiscal year ended MAY 31, 1998

                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-25117

                      NEVADA MANHATTAN GROUP, INCORPORATED
                 (formerly TERRA NATURAL RESOURCES CORPORATION)
             (Exact name of registrant as specified in its charter)

                   Nevada                              88-0219765
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
      incorporation or organization)


      15260 VENTURA BOULEVARD, SUITE 1200, SHERMAN OAKS, CA    91403
          (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (818) 728-9728

      Securities registered pursuant to Section 12(b) of the Act:  None



        Securities registered pursuant to Section 12(g) of the Act:

       Title of each class           Name of each exchange on which registered
     Common Stock, $.01 Par Value            OTC Bulletin Board

     Preferred Stock, $1.00 Par Value

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                                       2

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes   No X

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Issuer's revenues for its most recent fiscal year.               $557,691

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on August 14, 1998, was  $10,276,676.  For purposes of
this  computation,  all officers,  directors,  and 5%  beneficial  owners of the
registrant  (as  indicated  in  Item  12)  are  deemed  to be  affiliates.  Such
determination  should not be deemed an admission that such directors,  officers,
or 5% beneficial owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $.01 Par  Value,  outstanding  at August 14,
1998, was 33,385,149.

                     Documents incorporated by reference:     None




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                                       3


                   TABLE OF CONTENTS - 1998 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  5

               Risk Factors                                               15

Item   3.      Legal Proceedings                                          23

Item   4.      Submission of Matters to a Vote of Security Holders        25

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                        26

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        27

Item   7.      Financial Statements                                       29
                                                                      F1-F32

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                        30

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         37

Item  10.      Executive Compensation                                      41

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                              43

Item  12.      Certain Relationships and Related Transactions              44

Item  13.      Exhibits and Reports on Form 8-K                            45

Signatures                                                                 48

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                                        4

                                     PART I

                                  1. BUSINESS

Business Development
--------------------

    Nevada  Manhattan  Group,  Incorporated  (the  "Company"),  formerly   Terra
Natural  Resources  Corporation,  was formed on June 10,  1985,  in the state of
Nevada  under the name of Epic  Enterprises,  Ltd. On September  11,  1987,  the
Company  amended  its  Articles  of  Incorporation  changing  its name to Nevada
Manhattan Mining Incorporated. On May 12, 1998, the Company amended its Articles
of Incorporation changing its name to Terra Natural Resources Corporation and on
December 11, 1998,  the Company  further  amended its Articles of  Incorporation
changing its name to Nevada Manhattan Group, Incorporated.

    The Company was originally  formed  primarily to explore,  and  if warranted
develop  a  property  located  near the town of  Tonopah,  Nevada  (the  "Nevada
Property"),  other gold mineral  properties  which it had previously  owned, and
certain gold mineral properties which it acquired in January and February, 1997.
Pursuant to prior action of both the Company's  directors and its  shareholders,
certain gold mineral  properties have been abandoned as uneconomic.  The Company
in the last eighteen  months has acquired the rights to harvest  various species
of hardwoods in up to 600,000 hectares (approximately 1,500,000 acres) of timber
properties  located on various  tracts of land in the state of Para,  Brazil and
approximately 184,000 hectares  (approximately  460,000 acres) of timber located
on  tracts of land in the  state of  Amazonas,  Brazil  (the  "Brazilian  Timber
Properties").  The Company has also recently  entered into a lease agreement and
is currently  operating a sawmill facility located near the city of Belem, Para,
Brazil.  The  Company  has also  acquired  the  rights to seven (7) gold  mining
concessions and four (4) coal mining concessions in Indonesia.

    A  description  of  the  Company's  timber  business  is  presented  in  the
"Properties" section of this Annual Report.

    The Company has its  principal executive offices at 15260 Ventura Boulevard,
Suite 1200,  Sherman  Oaks,  California  91403.  Its  telephone  number is (818)
728-9728 and its facsimile number is 818 728-9717.

    Management  of the  Company  presently  consists of a  five-member  board of
directors  (two of which are neither  executive  officers  nor  employees).  The
Company  employs  two (2)  full-time  executive  officers  as well as seven  (7)
full-time employees at its principal offices.  The Company's  subsidiary,  Terra
Resources  Brazil,  Ltda.,  employs  approximately  90 persons in Brazil who are
employed in various  capacities  relating to its sawmill operations located near
the port city of Belem, Brazil.


The Company's Subsidiaries
--------------------------

    Equatorial Resources,  Ltd.  (hereinafter  "Equatorial") was incorporated in
the British Virgin Islands as an international  business company on December 13,
1996.  Equatorial  currently  maintains offices in Road Town,  Tortola,  British
Virgin  Islands  with  its  primary   business   office  located  in  Calabasas,
California.  Equatorial's  board of directors consists of three (3) members with
such number being able to increase to seven.  Its authorized  capitalization  is
25,000  shares of common  stock and 25,000  shares of  preferred  stock with its
largest single shareholder being Terra Natural Resources  Corporation which owns
99% of Equatorial's outstanding common shares.

    Equatorial's  primary business purpose is the acquisition and development of
timber  producing  property in the Amazon  Basin of Brazil.  Since  Equatorial's
inception,  it has acquired  various  rights to develop  and/or  harvest  timber
properties on up to approximately 780,000 hectares located in the states of Para
and Amazonas, Brazil.


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                                       5

     Terra  Resources  Brazil Ltda.  (hereinafter  "Terra") was  incorporated in
Brazil in May 1998, to replace Equatorial as the operating entity of the Company
in  Brazil.  Terra is owned  99.5% by the  Company  and .5% by  Terra's  sawmill
manager  in  nominee  name  of the  company.  Terra's  address  is  Rod.  Arthur
Bernardes, Km. 9 S/N, Tapana, Belem, Para, Brasil.

    The main purpose of this  subsidiary to the Company is to own,  lease and/or
operate the assets  currently  being  utilized in Brazil to conduct its sawmill,
harvesting and sales operations.  When it commences this line of business, Terra
will also serve to conduct the business of buying and selling  rough sawn timber
produced by other operators (i.e.,  sawmills) and, in some cases,  improving the
timber before resale.  In addition,  as described  elsewhere  herein,  Terra has
entered into a contract with Equatorial.  (also owned by the Company) to acquire
certain equipment and office furniture  previously utilized by Equatorial in its
sawmill operations in Sao Miguel do Guama, Para, Brazil.

    Kalimantan  Resources,   Ltd.  Kalimantan  Resources,   Ltd.,   (hereinafter
"Kalimantan") was incorporated in the British Virgin Islands as an international
business company on September 16, 1996.  Kalimantan  currently maintains offices
in Road Town,  Tortola,  British Virgin Islands with its primary business office
located in Calabasas, California.  Kalimantan's board of directors consists of 3
members  with such  number  being  able to  increase  to seven.  Its  authorized
capitalization  is 1,000 shares of common stock with its sole shareholder  being
Terra Natural Resources Corporation.

    Kalimantan's  primary  business  purpose is to enter into  contracts for the
exploration and if warranted the development and extraction of coal and gold ore
in Indonesia.  Since Kalimantan's inception it has: entered into an agreement to
acquire a  fifty-one  percent  (51%)  interest  in a gold  exploration  property
comprising  10,000 hectares (25,000 acres) located in East  Kalimantan;  entered
into two (2) additional  agreements to acquire an additional six (6) gold mining
concessions  aggregating over 23,400 hectares (58,500 acres) and ) four (4) coal
properties  located  in  Kalimantan,   Indonesia,  comprising  325,800  hectares
(814,500  acres);  and entered into an agreement with Maxwells Energy and Metals
Technology Ltd. to substitute the acquired  original 10,000 hectare property for
a 16,000  hectare  (40,000  acre)  tract  located  elsewhere  on the  island  of
Kalimantan.

                                  2. PROPERTIES

The Company's Business
----------------------

    The Company's  business is the  harvesting  of timber and the  production of
rough sawn lumber and other  finished wood products in Brazil,  the  exploration
and mining of precious metals in Nevada,  and the exploration of precious metals
and coal in Indonesia.  To this end, the Company has acquired  various rights to
develop and/or harvest timber properties on up to approximately 780,000 hectares
located in the states of Para and Amazonas, Brazil; the right to conduct sawmill
operations  at a 3.6  hectare  sawmill  facility  located  near the port city of
Belem, Para, Brazil;  and the right to conduct  exploration  activities on seven
(7) gold properties and four (4) coal properties in Indonesia.

     The Company holds various  rights in and to the following  properties:  (i)
timber  harvesting  rights  to  various  timber  properties  aggregating  up  to
approximately  600,000 hectares and sawmill  facilities  located in the state of
Para,  Brazil  and  approximately  184,000  hectares  located  in the  state  of
Amazonas,  Brazil (the "Brazilian  Timber  Properties");  (ii) real property and
mining  and   exploration   rights  to   twenty-eight   (28)  patented  and  one
hundred-eighteen  (118) unpatented claims aggregating  approximately 1,800 acres
(the "Nevada  Property")  which are located near the town of  Manhattan,  Nevada
(approximately 45 miles northeast of Tonopah,  Nevada); (iii) mining exploration
rights to seven (7) gold concessions  aggregating 39,400 hectares (98,500 acres)
which are located in both the gold belt area of  Kalimantan,  Indonesia,  and on
the island of Sumatra (see  "Indonesian  Gold  Concessions");  and (iv) four (4)
coal properties  located in Kalimantan,  Indonesia,  comprising 325,800 hectares
(814,500 acres) (the "Indonesian Coal Concessions"). A more thorough description
of the  properties is contained  within  portions of this section of this Report
entitled "The  Brazilian  Timber  Properties,"  "The Nevada  Property," and "The
Indonesian Concessions."

<PAGE>    6
                                       6

    Management of the Company  generally  reviews all proposed  natural resource
projects  submitted  by third  parties.  The Company  initially  will be heavily
dependent upon the operations presently being conducted in Brazil.

    The Company has budgeted the sum of One Hundred Thousand Dollars  ($100,000)
from sums  anticipated to be spent for compliance with applicable  environmental
laws. However,  the Company can provide no assurance that the amount so budgeted
for environmental  compliance will be consistent with the amounts actually spent
for  compliance  or  that  the  actual  amount  of  such  compliance  may not be
substantially  greater  than that  which has been  projected  to be spent by the
Company pursuant to the budget.

     The amount ($100,000) budgeted by the Company for environmental  compliance
at this time is based on the Company's start-up environmental program related to
the Brazilian Timber Properties.  The Company previously expended  approximately
$50,000 through Eco-Rating International for the commencement of the development
of an eco-efficiency model related to the Company's Brazilian Timber Properties.
Subsequent to this start-up  program,  the Company has begun  preparation of the
next  phase  of   development  in  this  program,   with  targeted   budgets  at
approximately $100,000 to be expended through Eco-Rating  International and MLI,
a sister company of Metsa Timber,  a division of the Metsaliitto  Group.  Actual
budgets  related to this program are and will be suggested by Eco-Rating  and/or
MLI in the form of contracted services.

     At this time,  the  Company  has not  budgeted  any sums for  environmental
expenses  related  to  its  mining  operations  since  current   activities  are
contracted  out to third  parties in the case of Indonesian  operations,  and no
current  activities  are taking place on the Company's  Nevada  mining  property
other  than  maintenance.  In the case of the  Company's  operations  previously
conducted on the Nevada mining  property,  all  necessary  permits were obtained
from the nevada Division of Environmental Protection.

     Although  the  Company  is  not  aware  of  any  environmental   compliance
non-conformity,  no assurances  can be given that the Company may not be subject
to environmental regulatory actions or experience  environmental  remediation or
compliance costs in the future.


THE BRAZILIAN TIMBER PROPERTIES

     The Company has acquired timber harvesting rights in up to 600,000 hectares
of timber  properties  located on  various  tracts of land in the state of Para,
Brazil and  approximately  184,000 hectares of timber located on a tract of land
in the state of Amazonas,  Brazil.  In addition,  the Company has entered into a
lease agreement and is currently  operating a sawmill  facility located near the
city of Belem, Para, Brazil.

    The  Company  believes  that its  primary  strengths  are its  strategically
located timberlands,  and its expanding sawmill operations. The Brazilian Timber
Properties contain a variety of timber species of which initially only seventeen
(17) of the most  commercial  of the one  hundred  twenty-five  (125)  available
species have been selected and factored into the Company's  economic  forecasts.
The other  species will be harvested at the  appropriate  time.  The Company has
taken the initial steps in developing a government- managed forestry plan issued
from  an  agency  of  the  Brazilian  federal  government,  which  includes  the
development  of  multi-year  harvesting  schedules.  The Company  has  generated
initial  revenue  from  these   operations  of   approximately   $803,000  since
commencement.

    As  of September,  1998, approximately $2.3 million has been provided by the
Company for initial start-up of its operations in Brazil.

<PAGE>    7
                                       7

     In May 1998, the Company formed a new subsidiary,  Terra  Resources  Brazil
Ltda.  ("Terra").  Terra and  Equatorial  thereafter  entered  into an agreement
whereby  Equatorial  agreed to deliver its equipment to a sawmill facility owned
by  Tropical  Woods and  located in a suburb of Belem.  On May 15,  1998,  Terra
entered into a lease agreement with Tropical Woods (the "Tropical Woods Lease"),
leased the sawmill  for a minimum of two years and,  on June 8, 1998,  commenced
the processing of Brazilian hardwoods and the production of rough sawn timber.

     The Tropical Woods Lease  requires  Terra (as the entity  designated by the
Company) to pay to the lessor the sum of  approximately  $12,750  (R$15,000) per
month to lease about 3.6 hectares of property and related sawmill equipment (the
"Facility"), including a port for the delivery and storage of logs, 2 band saws,
a loader,  forklift,  finishing and/or specialty saws, 2 hangars for the housing
of the  saws and  storage  of  rough  sawn  timber,  various  ancillary  sawmill
equipment and an office  building.  In addition,  Tropical  Woods is required to
deliver a minimum of 2,300 cubic meters (m3) logs of Brazilian  hardwoods,  from
Tropical  Woods'  property   consisting  of  162,982   hectares  of  timberland,
specifically  designated by Terra in order to meet actual or anticipated demand,
which the Company could expand either through  additional  volumes from Tropical
Woods or other sources.


     The Facility presently  consists of the port, the office building,  one 150
cm  (diameter)  band  saw to cut log  blocks,  one 90 cm band saw to cut the log
blocks  into  wood  planks,  one  multilamina  (brought  from Sao  Miguel),  one
multiplaca (brought from Sao Miguel),  one table saw, four destopedeiras (two of
which were  brought from Sao Miguel),  one planer,  one portable saw  (indespam)
leased from another entity, a loader to transport logs from the port to the saws
located within the Facility,  a forklift to transport sawn timber and equipment,
a 1994  Mercedes  truck  (previously  owned by the Company),  various  ancillary
equipment (carts, rollers, etc.) and the remaining equipment from Sao Miguel not
presently  being utilized  (including  carts,  band saws and related  equipment)
which the Company plans to use in its expansion.

     It is estimated  that the Facility has a current daily cutting  capacity of
about 50 m3 per day.  During the first month of operation  (from June 8, 1998 to
July 7, 1998),  production  was limited to about 10 m3 per day due in large part
to  resolving  various  operational  bottlenecks  and  improving  the layout and
quality of the facility. During the second month of operation,  daily production
increased  to about 25 m3 per day.  The  Company  projects  that  average  daily
production  will  increase  to at least 40 m3 per day  during  September,  1998.
Further increases are anticipated.

     All of this revenue has been  reinvested  in  improvements  to the mill and
infrastructure  on the property.  The  Company's  subsidiary,  Terra,  currently
employs  approximately 90 persons to operate the mill and conduct the activities
contemplated  under the agreements  pertaining to these  concessions.  Potential
markets  for the  lumber  include  the Far East,  Brazil,  Europe and the United
States.


     Terranorte  Concessions.   On  May  30,  1997,  the  Company's  subsidiary,
Equatorial,  entered  into an  Agreement  to Harvest  Timber and Develop  Timber
Properties with Terranorte S.A. (the "Terranorte Agreement"). Under the terms of
the original agreement,  Terranorte granted to Equatorial the exclusive right to
either  harvest the timber or to purchase  certain  species of logs extracted by
Terranorte which are located on approximately 20,000 hectares of timber property
located near the town of Moju, Para, Brazil. In May 1997,  Equatorial  Resources
began  harvesting  operations  employing its own crews and purchasing  harvested
logs from Terranorte.

     Terranorte  and  Equatorial  have   subsequently   amended  the  Terranorte
Agreement to include the rights to harvest up to an additional  470,000 hectares
of timber properties located in the vicinity of the Terranorte property.

<PAGE>    8
                                       8

    Timberlands.  On April 22, 1998, the Company  entered into an agreement with
Roy  Skluth/Ralph  Financial  ("Skluth")  to acquire  title to land,  containing
approximately  292,598 hectares,  which consists of one large tract in the state
of  Amazonas  and  several  smaller  tracts  in the state of Para.  The  Company
acquired  title to the  property  for the  issuance of  5,000,000  shares of the
Company's  common stock.  The shares were valued at $3,984,375  which represents
the fair market value of the stock at date of  issuance.  The shares were issued
as escrow  shares  contingent  upon  Skluth's  completion  of certain  financial
obligations to the Company and the Company's  completion of its due diligence as
to the proper conveyance of the deeds for the property. Skluth has until October
7, 1998 to complete his financial  obligation to the Company and the Company has
until October 22, 1998 to complete its due diligence.  Also, the Company has the
right to cancel the shares and  rescind  the  acquisition  any time prior to the
completion of its due diligence.  Also, if the stockholder does not complete his
financial obligation to the Company,  then the Company can cancel the shares and
the property remains with the Company.


    Production at Tapana Sawmill. On June 8, 1998, Terra commenced operations at
the sawmill  previously known as "Tropical Woods." As of July 25, 1998, the mill
had  processed  approximately  1,800 cubic meters of logs which  resulted in the
production   of  463  cubic  meters  of  rough  sawn  timber  with  a  value  of
approximately USD $200,000. As of the latter date,  approximately USD $90,000 in
sales have been made and the  majority  of the balance of the timber so produced
has been pre-sold and is awaiting shipment to Spain in mid-August. Production at
the mill has  steadily  increased  from  about 10 cubic  meters a day during the
first few weeks of  operation  to a  present  production  rate of about 25 cubic
meters per day, absent problems. Additional increases are planned both short and
long term.

    The Tropical Woods Agreement also includes the minimal  monthly  delivery of
at least 2,300 m3 of raw materials for  processing.  Tropical Woods owns 162,982
hectares of  timberland  from which the Company is currently  receiving  its raw
inventory.

    The  Brazilian  Timber  Properties  are  accessible  primarily  by navigable
waterways and raw materials are delivered to the current  sawmill  operations by
discharging  the raw materials from the barges carrying these materials from the
cutting sites directly to the mill which contains its own port.

GOVERNMENT REGULATIONS IN BRAZIL

    Both the federal  government of Brazil and the state governments of Para and
Amazonas  have  adopted  laws  and  standards  relating  to the  harvesting  and
reclamation of forests. The Company and its subsidiaries,  Equatorial and Terra,
have  familiarized  themselves with all of these laws and standards.  These laws
are extensive and have not all been fully  adjudicated  by the courts in Brazil.
At present,  several  agencies have  interpreted many of these laws in different
manners.

    The Company has entered into an  agreement  with  Eco-Rating  International,
Incorporated  ("Eco-Rating"),  Zurich, Switzerland, to better assist the Company
and  its  subsidiaries  in  understanding  and  complying  with  such  laws  and
standards.  Under the terms of its agreement  with the Company,  Eco-Rating  has
agreed to establish an "eco-efficiency  model" designed to enable the Company to
establish  environmental  management guidelines for the conduct of activities on
its Brazilian  Timber  Properties  consistent with all applicable  environmental
laws and standards.


METSA COOPERATION AGREEMENT

    On March 3, 1998,  the Company  entered into a  cooperation  agreement  with
Metsa  Timber   (Helsinki,   Finland)   covering   distribution  and  management
assistance.  Metsa has extensive  experience in the Northern European white wood
business and is part of the Metsaliito  Group..  Metsa has commenced an analysis
of the  ability  of the  Company's  subsidiary,  Terra,  to sell sawn  timber to
markets in western Europe and Japan.  The agreement also provides for management
assistance.

<PAGE>    9
                                       9

THE NEVADA PROPERTY

     Property Description.  The Nevada Property is located in an historic mining
district which has experienced  mining  operations from 1866 to the present with
the major  activity in the late 1860's,  between 1906 and 1921, and from 1960 to
the present. Placer and lode mining took place principally in the Reliance Mine,
the White Caps Mine,  the Union  Amalgamated  Mine,  the Manhattan  Consolidated
Mine, the Earle Mine, the Big Four Mine and the April Fool Mine.

     In March 1997, the Company entered into a Sale and Purchase  Agreement with
the Selig Entities.  The Selig Entities were the original owners of the patented
and unpatented  mining claims  comprising the Nevada Property,  having perfected
their rights to ownership  pursuant to Federal and local law. Under the terms of
this  agreement,  the Selig  Entities  agreed to sell to the Company one hundred
percent  (100%) of their  interests  in a certain  promissory  note (the "Nevada
Note"),  the Deed of Trust and the Nevada  Property for the sum of Three Hundred
Seventy  Five  Thousand  Dollars  ($375,000)  payable as  follows:  One  Hundred
Thousand  Dollars  $100,000)  in March 1997 and the balance plus all accrued and
unpaid interest (calculated at the rate of 5.25%) on or before February 6, 1999.
The Company in fact paid the first  installment of One Hundred  Thousand Dollars
($100,000)  in March 1997 and prepaid the  remaining  balance in June 1997. As a
result, all obligations to the Selig Entities have been fulfilled by the Company
and the  original  note and deed of  trust  have  been  delivered  by the  Selig
Entities to the Company. The agreement also acknowledges that the Company is the
only person or entity  legally  entitled to conduct  mineral  operations  on the
Nevada  Property.  The Company is also  required to pay all U.S.  Bureau of Land
Management  annual  maintenance  fees associated with the claims  comprising the
Nevada Property. Such fees have been paid by the Company through August 1999.

     The Company  entered into a Subscription  Agreement with Silenus Limited on
April 14,  1997  (the  "Subscription  Agreement").  The  Subscription  Agreement
required  the  Company to grant to Silenus  Limited a  $2,000,000  deed of trust
encompassing  the Nevada  Property  until the  Debentures  issued to Silenus are
converted,  redeemed or paid in full.  The Company  has  neither  delivered  nor
recorded this deed.

     Current  Ownership  Interest.  The Nevada Property consists of twenty-eight
(28)  patented and one  hundred-eighteen  (118)  unpatented  claims  aggregating
approximately  1,800 acres.  Due to many issues  related to the Nevada  Property
which present  significant  doubt  regarding the future  economic  benefits this
property will have to the Company,  a full reserve has been provided against its
investment in the property.


THE INDONESIAN CONCESSIONS

     General. In August 1996, the Company entered into an agreement to acquire a
fifty-one  percent  (51%)  interest in a gold  exploration  property  comprising
10,000  hectares  (25,000  acres)  located in East  Kalimantan,  Indonesia  (the
"Kalimantan Property").  In January and February, 1997, the Company entered into
two (2)  additional  agreements  to acquire an  additional  six (6) gold  mining
concessions  aggregating over 23,400 hectares (58,500 acres) and ) four (4) coal
properties  located  in  Kalimantan,   Indonesia,  comprising  325,800  hectares
(814,500  acres).  In January 1997,  the Company and Maxwells  Energy and Metals
Technology  Ltd., a Bahamian  Company  ("Maxwells"),  agreed to  substitute  the
original  10,000 hectare  property  (i.e. the Kalimantan  Property) for a 16,000
hectare  (40,000 acre) tract (the "Sopang  Property")  located  elsewhere on the
island of Kalimantan.  In May 1998, for no additional  consideration,  Singkamas
assigned its interests in one  additional  coal  property to the Agreement  with
Nevada/Kalimantan (see Mecfa Property).  Ownership of the Indonesian Concessions
will be acquired through the Company's wholly-owned  subsidiary formed under the
laws  of  the  British  Virgin  Islands  known  as  Kalimantan  Resources,  Ltd.
("Kalimantan  Resources").  NONE OF THE  PROPERTIES  IDENTIFIED  ABOVE  HAVE ANY
PROVEN  AND  RECOVERABLE  RESERVES  BASED ON  GUIDELINES  ESTABLISHED  UNDER SEC
INDUSTRY GUIDE 7.

<PAGE>    10
                                       10

    Mineralization of the Indonesian islands known as Kalimantan (the Indonesian
section of Borneo)  and  Sumatra  occurred as a result of rifting of the earth's
crust at the ocean floor.  There are  approximately  fifteen  known  mineralized
"arcs"  comprising all of Indonesia.  Six (6) of these arcs contain the majority
of the gold and copper deposits currently  discovered in Indonesia.  The Central
Kalimantan Arc is the area which has evidenced the majority of recent  attention
of  mineral  exploration  efforts  although   significant  work  is  also  being
undertaken  in other areas.

    Three (3)  agreements  cover the various  concessions  which the Company and
Kalimantan  Resources  have  acquired:  (i) the  Principles  of Agreement by and
between the Company and Maxwells,  as amended;  (ii) the  Acquisition  Agreement
dated January  26,1997 by and between  Kalimantan  Resources and Singkamas Agung
Ltd.;  and (iii) the  Acquisition  Agreement  dated  February 18,  1997,  by and
between Kalimantan Resources and Kalimas Jaya Ltd.

     Current  political and economic  conditions in Indonesia have curtailed the
Company's  activities in the region over the past year.  This may have an impact
on the viability of the Company's  projects in the region.  The Company recently
commenced  additional  activities  related  to one of its coal  properties  (see
"Mecfa Property" more particularly  described hereafter) by organizing available
data and making  that data  available  to one or more  potential  joint  venture
partners in a series of discussions and meetings in both the Company's corporate
offices in California and Singapore,  as well as follow-up  meetings in Jakarta,
Indonesia for the purpose of reviewing  available  geological,  permit and title
data. These current  activities are for the purpose of establishing  exploration
programs and,  subsequently,  the potential for commercial  viability  through a
joint venture with a partner/operator.

     In accordance with Statement of Financial Accounting Standards No. 121, the
Company has provided an impairment against the Indonesian properties of $227,000
as of May 31, 1997. This represents the exploration  expenditures as of December
31, 1996 as the  properties do not contain any proven or probable  reserves.  In
addition,  for the year ended May 31,  1998,  the Company has taken a write-down
for the Sopang Gold Concession acquisition cost of $1,200,000.

     The Sopang  Property.  The  Company  acquired  its  interest  in the Sopang
Property pursuant to a document entitled  "Principles of Agreement" dated August
19, 1996  ("POA").  The parties to the POA are  Maxwells  and the  Company.  The
Company and Maxwells  originally agreed to conduct  exploration  activities on a
10,000 hectare tract,  but pursuant to an addendum to the POA,  substituted  the
16,000 hectare Sopang Property.

    In  exchange  for a  fifty-one  percent  (51%)  interest  in the  concession
relating to the Sopang  Property,  the Company agreed to convey to Maxwells Four
Hundred Thousand (400,000) shares of its Common Stock. In addition,  the Company
must issue an additional Four Million  (4,000,000) shares of its Common Stock to
Maxwells should an investment  banker confirm by independent  appraisal that the
Sopang  Property is valued to be at least Twelve  Million  Dollars  ($12,000,000
U.S.) and/or such investment banker provides financing to the Company based upon
an evaluation of at least Twelve Million Dollars  ($12,000,000 U.S.) or upon the
appreciation of the Common Stock in an aggregate amount exceeding Twelve Million
Dollars  ($12,000,000) within ninety (90) days of an announcement by the Company
of its  acquisition  of the Indonesian  Property.  A provision of the POA allows
Maxwells to obtain a "nondilutive"  percentage  ownership in the Common Stock to
be issued under the POA should the Sopang  Property  produce at least  2,000,000
ounces of gold.

     While the Company was entitled to defer exploration  activities for six (6)
months,  exploration  activities  commenced but are currently not ongoing on the
Sopang Property.

     Under the POA, the Company is responsible for one hundred percent (100%) of
all exploration and operating expenses relating to the Sopang Property.

<PAGE>    11
                                       11

    Maxwells  has  agreed  to  provide  a voting  trust  in  favor  of  existing
management.  Maxwells is not, however, required to vote its shares with existing
management in connection  with the  registration of Common Stock issued or to be
issued to Maxwells.

    The  Company has  undertaken  efforts to confirm the chain of title which it
believes to exist with respect to the Sopang Property.


    West   Kalimantan   Gold  Project.   On  January  26,  1997,  the  Company's
wholly-owned  subsidiary,  Kalimantan  Resources,  entered  into an  Acquisition
Agreement  with  Singkamas  Agung Ltd.,  a Bahamian  corporation  ("Singkamas"),
relating to one (1) gold mining concession and three (3) coal mining concessions
located in Kalimantan, Indonesia (the "Acquisition Agreement").  Singkamas is an
affiliate  of Maxwells and is owned and  controlled  by the same persons who own
and control Maxwells.

    The gold mining concession subject to the Acquisition Agreement relates to a
62-hectare  (155-acre)  tract  located  in West  Kalimantan  and is known as the
"Silobat  Property" (which has been expanded to 2,000 hectares).  Currently,  PT
Kajiwahida  Mandiri,  an Indonesian limited liability company ("PT Kajiwahida"),
holds a Kuasa Pertambangan  Eksploitasi license ("KPE") and a Kuasa Pertambangan
Pengangkutan and Penjualan license ("KPPE") issued by the Indonesian Directorate
General of General  Mining  and the  Ministry  of Mines and Energy on October 7,
1996. On December 21, 1996, PT  Kajiwahida  entered into a Mining  Authorization
Transfer  Agreement with PT Duta Sena Rahayu,  an Indonesian  limited  liability
company ("PT Duta"),  whereby PT Kajiwahida  agreed to transfer its KPE and KPPE
licenses to PT Duta in exchange for $5,000,000  payable as follows:  $100,000 at
the time of execution of the Acquisition Agreement; four consecutive installment
payments of $100,000 each on the fourth days of February,  March,  April and May
1997;  and a final  payment of  $4,500,000 at such time as official test results
from  exploration  activities  demonstrate  the existence of at least  2,000,000
ounces of gold reserves.  Should exploration  activities reveal gold reserves of
less than 2,000,000  ounces,  the final payment is to be adjusted in relation to
the amount of gold  reserves so  established.  In addition,  PT  Kajiwahida  was
obligated to seek the appropriate  governmental authority to expand its licenses
to include a 2,000-hectare  tract  contiguous to the 62-hectare  tract currently
comprising the Silobat Property.

    On December 21, 1996, the  shareholders of PT Duta and Kalimantan  Resources
entered  into a  Cooperation  Agreement  whereby in exchange  for  assuming  the
financial  responsibilities under the Transfer Agreement, the shareholders of PT
Duta agreed to hold the shares of such limited liability company for the benefit
of Kalimantan  Resources.  On the same date, Kalimantan Resources entered into a
Participation  Agreement with Singkamas whereby  Kalimantan  Resources agreed to
grant to Singkamas a net profits  interest  derived from the exploitation of the
Silobat Property.

    The Acquisition  Agreement with Singkamas requires  Kalimantan to secure the
issuance by the Company of Four  Million  (4,000,000)  shares of Common Stock as
follows:  Two Hundred  Thousand  (200,000)  upon  execution  of the  Acquisition
Agreement  and the  balance to be issued  upon  verification  by an  independent
evaluation  that the value of the Silobat  Property and the three (3) Indonesian
Coal  Concessions  equal or exceed Forty Million Dollars  ($40,000,000).  In the
case of the initial  issuance  of shares and  twenty-five  percent  (25%) of the
balance of the shares of Common  Stock to be issued,  Singkamas  is  entitled to
"piggyback"  registration  rights.  The Company has issued Two Hundred  Thousand
(200,000)  shares of its Common Stock to Singkamas as of the date of this Annual
Report.

     To date, no funds have been  transferred  by Kalimantan to PT Kajiwahida or
any other  party.  However,  Kalimantan  Resources  has been given  authority to
conduct trenching and pitting and has conducted  preliminary  mapping,  sampling
and trench hole pitting  under the  supervision  of Behre  Dolbear & Co. for the
purpose of  evaluating  the Silobat  Property.  Under the  supervision  of Behre
Dolbear,  three  separate  sampling  programs  were  conducted  at  the  Silobat
Property.  Based on that work which  indicates  the presence of  anomalous  gold
values in four sampling  pits,  the Company  intends to initiate a core drilling
program at the Silobat  Property,  but as of May 31,  1998,  the Company has not
initiated the drilling or development activities.  Recent political and economic
conditions  in the region have impacted the  Company's  plans to commence  these
activities.  Management believes this is a temporary impact. The Company has not
abandoned the operation.  Once political and economic  conditions  improve,  the
Company plans to resume activities.

<PAGE>    12
                                       12

    The property is located 1 degree 1 minute north longitude and 109 degrees 12
minutes  east  latitude in the  subdistrict  of Sambas,  Kalimantan  Barat.  The
topography  of the property is  characterized  by swampy  lowlands with isolated
hilly outcrops covered mainly with  revegetation  and local rubber  plantations.
The  geology  is  characterized  by  green-black  mudstone,   fine  silt  stone,
quartz-feldspar porphyry and quartz diorite rock types.

    In 1977,  21 rock chip and 7 stream  sediment  samples  were  submitted  for
analysis to the  Superintendent  Laboratories  in Jakarta.  Only small traces of
gold were detected in all rock samples  submitted while stream sediment  samples
yielded values of .5 to 1.05 ppm in four of the seven samples.


    Munung (Monroe) Property. The Company's wholly-owned subsidiary,  Kalimantan
Resources,  entered into an Acquisition  Agreement for Gold and Coal Concessions
February 18, 1997, with Kalimas Jaya Ltd., a Bahamian  corporation  ("Kalimas"),
relating to five (5) gold mining  concessions and one (1) coal mining concession
(the "Kalimas Acquisition Agreement").  Kalimas is also an affiliate of Maxwells
and is owned and  controlled  by the same persons who own and control  Maxwells.
Kalimas  acquired its rights to the concession  relating to the Monroe  Property
pursuant to a Development  Agreement  dated February 14, 1997, by and between PT
Muara  Mayang  Coal  Utama  ("PT  Muara")  and  Kalimas.  Under the  Development
Agreement,  Kalimas  obtained  the right to acquire an 80%  interest  in a Kuasa
Pertambangan  Penyelidikan  ("KP")  issued to PT Muara for the sum of $1,000,000
payable as follows:  $150,000 upon  execution of the  Development  Agreement and
verification  by  Kalimas  that  PT  Muara  possesses  marketable  title  to the
concession without encumbrances and $850,000 upon commencement of production and
generation of net profits.

    The  Monroe  Property  comprises  6,096  hectares  and is located in Central
Kalimantan, Indonesia. It is located in the same general area of the Kelian gold
mining concession which has produced over 450,000 per annum ounces of gold since
1992.

    The existing KP issued on the Monroe  Property  allows PT Muara to conduct a
general  survey and perform  exploration  activities for gold and other precious
metals. The Development Agreement requires PT Muara to use its "expert abilities
and efforts" to obtain additional licenses for the exploitation,  production and
refining,  and  transportation and sale of all minerals obtained from the Monroe
Property.

    The Kalimas Acquisition  Agreement requires Kalimas to convey a 51% interest
in all current and future  licenses which it acquires with respect to the Monroe
Property.

    To date,  no sums have been paid by Kalimas or  Kalimantan  Resources  to PT
Muara  nor has any  exploration  work been  performed  on the  Monroe  Property.
Kalimantan  Resources currently intends to complete title work prior to engaging
in any exploration activities.

     Recent  political  and economic  conditions in the region have impacted the
Company's  plans to commence  these  activities.  Management  believes this is a
temporary  impact.  The Company has not abandoned the operation.  Once political
and economic conditions improve, the Company plans to resume activities.


    Telen  (Tomak)  Property.  The second gold  concession  in which  Kalimantan
Resources  received rights under the Kalimas  Acquisition  Agreement is known as
the Telen or Tomak Property. This property comprises 687 hectares and is located
in East  Kalimantan,  Indonesia.  Kalimas  acquired  its rights to the  property
pursuant to a Development  Agreement  dated February 14, 1997,  which it entered
into with PT Walea Bahimas,  an Indonesian limited liability  company.  PT Walea
Bahimas currently holds a KP for general survey and exploration on the property.
Kalimas is  required  to pay a purchase  price of  $1,000,000  to acquire an 80%

<PAGE>    13
                                       13

interest  in the  current  KP. The  Development  Agreement  contains  provisions
similar to those  contained  within the  Development  Agreement  relating to the
Monroe Property with respect to payment terms.  Moreover,  PT Walea Bahimas will
only be entitled to receive the final  $850,000  payment  upon  commencement  of
commercial  production and obtaining  licenses for exploration and exploitation,
production and refining, and transportation and sale.

    Kalimas was obligated to commence  exploration in or before April 1997 or at
such other time as agreed upon by the parties.  In addition to being required to
dig test pits as part of the exploration program, Kalimas has agreed to: conduct
shallow  drilling to a depth of  approximately 60 meters during the first 90-day
period,  conduct  deep  drilling  to a depth of at least 200  meters  during the
second 90-day period,  and securing a commitment of at least $300,000 during the
first three (3) years of exploration activities.

    The Kalimas Acquisition  Agreement requires Kalimas to convey a 51% interest
in all current and future  licenses  which it acquires with respect to the Tomak
Property. In addition,  Kalimas and the Company have agreed that Kalimas will be
entitled  to receive a number of shares of Common  Stock the amount of which was
to be  determined  no later than July 1997.  The Kalimas  Acquisition  Agreement
further  provides  that the value of the Common Stock is to be determined at $10
per share, which was the approximate value as of January 26, 1997.

    To date,  no sums have been paid by Kalimas or  Kalimantan  Resources  to PT
Walea Balimas nor has any exploration work been performed on the Tomak Property.
Kalimantan  Resources currently intends to complete title work prior to engaging
in any exploration activities.

    Recent  political  and economic  conditions in  the region have impacted the
Company's  plans to commence  these  activities.  Management  believes this is a
temporary  impact.  The Company has not abandoned the operation.  Once political
and economic conditions improve, the Company plans to resume activities.


    Long Beleh (La Bella) Property.  The La Bella Property  represents the third
gold concession in which  Kalimantan  Resources  acquired rights pursuant to the
Kalimas Acquisition Agreement.  This property currently comprises 4,637 hectares
and is located in East Kalimantan, Indonesia. Kalimas acquired its rights in and
to a KP for general survey and exploration  pursuant to a Development  Agreement
dated February 14, 1997,  with PT Muara Koman Mas ("PT Muara Koman").  The terms
and  conditions  for the  acquisition of an eighty percent (80%) interest in the
current license and all future licenses held or to be held by PT Muara Koman are
identical to the terms and conditions  described above and relating to the Tomak
Property. The obligations of Kalimas under the Kalimas Acquisition Agreement are
identical  to the  obligations  which it  possesses  with  respect  to the Tomak
Property.

    To date, no sums have been paid by either Kalimas or Kalimantan Resources to
PT Muara Koman nor has any exploration  been performed on the La Bella Property.
Kalimantan  Resources currently intends to complete title work prior to engaging
in any exploration activities.

     Recent  political  and economic  conditions in the region have impacted the
Company's  plans to commence  these  activities.  Management  believes this is a
temporary  impact.  The Company has not abandoned the operation.  Once political
and economic conditions improve, the Company plans to resume activities.


    Sengingi  Property.  The Sengingi  Property is the fourth gold concession in
which Kalimantan  Resources acquired rights pursuant to the Kalimas  Acquisition
Agreement. Unlike the previous gold concessions mentioned in this Section of the
Annual Report,  the Sengingi  Property is a  4,000-hectare  (10,000-acre)  tract
which is located on the island of Sumatra in the  province  of Riau,  Indonesia.
Kalimas  acquired the right to obtain an eighty  percent (80%)  interest in a KP
for  exploration  and a KPE for  exploitation  with respect to 3,000 hectares of
this property from PT Aksara Mina Artha ("PT Aksara")  pursuant to a Development
Agreement  dated  February 14, 1997.  Under the terms of its  agreement  with PT
Aksara,  Kalimas  is  obligated  to pay PT  Aksara  $1,000,000  to be paid  from
production derived from the property. In all other material respects,  the terms
and conditions of the  Development  Agreement  between Kalimas and PT Aksara and
the terms and conditions of the Kalimas  Acquisition  Agreement  between Kalimas
and  Kalimantan  Resources are identical to the terms and  conditions  described
above  with  respect  to the  other  gold  concessions  subject  to the  Kalimas
Acquisition Agreement.

<PAGE>    14
                                       14

     Recent  political  and economic  conditions in the region have impacted the
Company's  plans to commence  these  activities.  Management  believes this is a
temporary  impact.  The Company has not abandoned the operation.  Once political
and economic conditions improve, the Company plans to resume activities.


    Kuantan  Property.   The  last  gold  concession   subject  to  the  Kalimas
Acquisition Agreement is known as the Kuantan Property.  The Kuantan Property is
also located in Riau Province, Sumatra, Indonesia, and comprises 8,000 hectares.
Kalimas  derives its rights  pursuant to a Development  Agreement dated February
14, 1997,  between it and PT Aksara Tama Pramita ("PT Aksara  Tama").  PT Aksara
Tama currently holds a KP for general survey and exploration.  The general terms
and conditions upon which Kalimas is to acquire an eighty percent (80%) interest
in all current and future  licenses on the Kuantan  Property  are similar to the
terms and  conditions  upon  which all other  licenses  subject  to the  Kalimas
Acquisition Agreement have been acquired.  The purchase price which Kalimas will
be required to pay for the Kuantan  Property is  $1,000,000  payable as follows:
$250,000 upon execution of the Development Agreement and verification by Kalimas
that PT  Aksara  Tama  possesses  marketable  title  to the  concession  without
encumbrances,  and  $750,000  to be paid upon  commencement  of  production  and
generation of net profits.

     Recent  political  and economic  conditions in the region have impacted the
Company's  plans to commence  these  activities.  Management  believes this is a
temporary  impact.  The Company has not abandoned the operation.  Once political
and economic conditions improve, the Company plans to resume activities.


    Indonesian Coal Concessions.  As previously mentioned,  Kalimantan Resources
and  Singkamas  entered into an  Acquisition  Agreement on January 26, 1997.  In
addition to  acquiring  rights to the  Silobat  Property,  Kalimantan  Resources
obtained  rights to three  coal  mining  concessions  aggregating  over  286,000
hectares.  Singkamas  acquired its rights to these three coal mining concessions
pursuant to  Development  agreements  entered into with the PT Andhika  Group of
Companies,   three  Indonesian   limited  liability   brother-sister   companies
(collectively referred to as "PT Andhika"). Under the terms of these Development
Agreements,  Singkamas received the right to acquire  seventy-seven and one-half
percent (77.5%) interest in the three contracts of work ("COWs")  currently held
by PT Andhika.

    Under  the  terms  of  the  Acquisition   Agreement  between  Singkamas  and
Kalimantan  Resources,  Singkamas has agreed to assign a fifty-one percent (51%)
in and to the COWs (as well as a fifty-one  percent 51%  interest in the Silobat
Property) in  consideration  of the issuance of shares of the  Company's  Common
Stock described elsewhere in this Annual Report in greater detail.

    In March 1997, Kalimantan Resources,  engaged an Indonesian exploration crew
to travel to the properties and to perform  preliminary  evaluations of possible
coal  deposits in place on the three (3) coal  concessions  located in Indonesia
where the Company and  Kalimantan  Resources  have  entered  into  contracts  to
acquire certain exploration and exploitation rights.

    Mecfa  Property.  During the  Company's  past fiscal year and  confirmed  as
recently as May 1998, for no additional  consideration,  Singkamas  assigned its
interests   in   one   additional   coal   property   to  the   Agreement   with
Nevada/Kalimantan.  The Mecfa coal property is comprised of three blocks of land
totaling  39,770  hectares,  not included in the Company's other coal properties
noted above.  Contracts  of Work  ("COW") have been issued for these  properties
supporting  the  potential  for  commercial  viability  and allowing for further
exploration  and  development  to  take  place.  Although  the  property  has an
indication of a potential commercial coal deposit, guidelines established  under
SEC Industry Guide 7, do not support the inference of proven/probable  reserves.
This project is the primary focus of the Company's coal  activities in Indonesia
and  is  currently  being  reviewed  by  potential  joint  venture/operators  as
mentioned above.

<PAGE>    15
                                       15

Behre Dolbear Agreement

    The Company  entered into an agreement  with Behre  Dolbear & Company,  Inc.
("Behre Dolbear"),  an  internationally  recognized mining consulting firm which
was  established  in  1911.  Behre  Dolbear  may be  responsible  for  providing
independent technical advisory third-party validation services to the Company as
more  particularly  outlined in the  agreement.  Under the  supervision of Behre
Dolbear,  three  separate  sampling  programs  were  conducted  at  the  Silobat
Property.  Based on that work which  indicates  the presence of  anomalous  gold
values in four sampling  pits,  the Company  intends to initiate a core drilling
program at the Silobat Gold Property in the future.


                                  RISK FACTORS
                                  ------------

    THE PURCHASE OF SHARES OF COMMON STOCK OF THE COMPANY INVOLVES A SUBSTANTIAL
DEGREE OF RISK AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL MEANS WHO HAVE NO
NEED FOR LIQUIDITY IN THEIR  INVESTMENT.  THIS SECTION OF THE ANNUAL REPORT SETS
FORTH THE RISKS AND SPECIAL  CONSIDERATIONS WHICH THE COMPANY BELIEVES MAY EXIST
CONCERNING  AN  INVESTMENT IN THE COMMON  STOCK.  PROSPECTIVE  INVESTORS  SHOULD
RECOGNIZE THAT FACTORS OTHER THAN THOSE SET FORTH BELOW MAY ULTIMATELY AFFECT AN
INVESTMENT  IN A MANNER AND TO A DEGREE  WHICH  CANNOT BE FORESEEN AT THIS TIME.
ALL  PROSPECTIVE  INVESTORS  ARE URGED TO CONSULT WITH THEIR  ADVISORS  PRIOR TO
MAKING AN INVESTMENT IN COMMON STOCK SO THAT THEY UNDERSTAND FULLY THE NATURE OF
THE  UNDERTAKING  AND THE  RISKS  WHICH  MAY BE  INVOLVED  PRIOR  TO  INVESTING.
FURTHERMORE,  ALL PROSPECTIVE  INVESTORS ARE URGED TO REVIEW WITH THEIR COUNSEL,
ACCOUNTANTS,  AND PROFESSIONAL ADVISORS THE FINANCIAL STATEMENTS ATTACHED TO THE
ANNUAL REPORT. ANY DOCUMENTS DESCRIBED IN THIS ANNUAL REPORT WHICH HAVE NOT BEEN
ATTACHED AS  EXHIBITS  MAY BE OBTAINED BY  PROSPECTIVE  INVESTORS  AND/OR  THEIR
ADVISORS UPON REQUEST FROM THE COMPANY.

    THIS ANNUAL  REPORT ALSO CONTAINS  CERTAIN  FORWARD-LOOKING  STATEMENTS  AND
INFORMATION THAT ARE BASED UPON  MANAGEMENT'S  BELIEFS AS WELL AS ON ASSUMPTIONS
MADE BY AND UPON  INFORMATION  CURRENTLY  AVAILABLE TO MANAGEMENT.  WHEN USED IN
THIS  ANNUAL  REPORT,  THE  WORDS  "EXPECT,"   "ANTICIPATE,"  "INTEND,"  "PLAN,"
"BELIEVE," "SEEK" AND "ESTIMATE" OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
SUCH FORWARD-LOOKING STATEMENTS. HOWEVER, THIS ANNUAL REPORT ALSO CONTAINS OTHER
FORWARD-LOOKING  STATEMENTS.  FORWARD-LOOKING  STATEMENTS  ARE NOT GUARANTEES OF
FUTURE  PERFORMANCE  AND  ARE  SUBJECT  TO  CERTAIN  RISKS,   UNCERTAINTIES  AND
ASSUMPTIONS,  INCLUDING,  BUT NOT LIMITED TO, THE FOLLOWING RISK FACTORS,  WHICH
COULD CAUSE THE COMPANY'S  FUTURE RESULTS AND STOCK VALUES TO DIFFER  MATERIALLY
FROM THOSE EXPRESSED IN ANY  FORWARD-LOOKING  STATEMENTS MADE BY OR ON BEHALF OF
THE COMPANY. MANY OF SUCH FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR
PREDICT.  READERS ARE  CAUTIONED  NOT TO PUT UNDUE  RELIANCE ON  FORWARD-LOOKING
STATEMENTS.


NO COMMERCIALLY VIABLE ORE DEPOSITS

     Even  though the Company  has  reviewed  reports and records of its mineral
properties and believes them to have potential, there is no assurance that there
are commercially viable ore deposits.  Moreover, the Company has not established
any  proven  or  probable  gold or ore  deposits  as of the date of this  Annual
Report.

<PAGE>    16
                                       16

HISTORY OF LOSSES

    Although the Company  was formed in 1985 to engage in precious  metal mining
activities, its net worth is limited. The Company has a stockholders' deficiency
of $56,285.  As of May 31, 1998,  the Company has realized an aggregate net loss
(since inception) of $29,238,115.  Until the fiscal year ended May 31, 1997, the
Company had failed to post revenues from operations. Total revenues for 1997 and
1998 were  $287,178 and $557,691  respectively,  and  additional  increases  are
anticipated. However, prospective Investors should be aware that the Company was
a  development-stage   company,   only  for  financial  statement  of  Financial
Accounting  Standards  and  not  for  mining  operations,   that  only  recently
(1997/1998)  has begun to report sales.  There is no guaranty that the Company's
operations will be successful or realize a profit in the future.  Moreover,  the
Company's  net  worth and the  value of its  Common  Stock  will  ultimately  be
dependent  upon  the  overall  success  of  timber  operations  currently  being
conducted  and  to be  conducted  on the  Brazilian  Timber  Properties,  mining
operations conducted on the Nevada Property, and the Indonesian Concessions.

    The  financial  information  accompanying  this Annual  Report  reflects the
current financial  condition of the Company. It should be noted that the Company
has not yet  reported  a profit  from  operations  since  its  inception  to the
present. Management projects that the further exploration and development of its
properties will result in profitable operations although, for the reasons stated
elsewhere in this Annual Report, no guaranty to that effect can be made.

HISTORY OF UNSUCCESSFUL OPERATIONS

    Timber,  mining and natural  resource  operations  are  speculative by their
nature.  Management  of the Company  has in the past  selected  certain  mineral
properties  which have proven to be  uneconomic.  There is no assurance that the
present  gold,  coal,  and  timber  properties  will  prove  to be  economic  or
profitable to the Company.  Although revenues have commenced and are increasing,
if all or most of the  properties  prove to be  uneconomic,  the  Company may be
unable to realize a profit from its operations  which may have a profound impact
upon the value of the Company and the liquidity of the Common Stock.

PROFITABILITY OF BRAZILIAN TIMBER OPERATIONS

     The Company has expended  considerable  sums to improve the Tropical  Woods
sawmill facility located in Belem, Para Brazil. Although revenues have commenced
and are  increasing,  no assurances  can be given that the  Company's  Brazilian
timber operations will be profitable.

TITLE PROBLEMS TO BRAZILIAN TIMBER PROPERTIES

     The Company has expended  considerable  sums to improve the Tropical  Woods
sawmill facility located in Belem, Para Brazil. Although revenues have commenced
and are  increasing,  no assurances  can be given that the  Company's  Brazilian
timber operations will be profitable.

     It should be noted that the Company and certain of its key  personnel  have
limited  operating   experience  in  Brazil  and  in  timber  operations.   Such
inexperience could result in unsuccessful  operations or unfavorable  returns to
the Company.

     In  addition  to  title  problems  and   environmental   problems  commonly
associated  with the  development  of timber  properties  in the United  States,
foreign  ownership of timber rights in foreign  countries  subjects a U.S.-based
company to the additional risk of political instability.


RISKS OF FORFEITURE TO BRAZILIAN TIMBER PROPERTIES

     A recent federal law in Brazil grants certain rights to indigenous  peoples
who invade  individually-owned  property in various  regions of the country.  In
cases where such invasion has occurred, the federal government has condemned the
properties and paid "just compensation" to the owners. Some of the properties in
which the Company has acquired  rights are subject to this  legislation.  In the
case of the tracts subject to the Terranorte Agreement, a physical inspection of
the tract was made prior to commencement of harvesting  operations.  The Company
and its  subsidiaries,  Equatorial  Resources and Terra,  will be subject to the
risk of forfeiture of its rights subject to such conditions.

<PAGE>    17
                                       17

NEVADA PROPERTY

    The Company has acquired its rights to the Nevada Property through a variety
of agreements  with  predecessors-in-interest.  The precise nature and amount of
interest  owned by the  Company is now the  subject of a lawsuit  pending in Nye
County and more  particularly  described  in the section of this  Annual  Report
entitled "LEGAL PROCEEDINGS." The Company is seeking to obtain an order from the
court  declaring that the Company is the owner of the undivided 100% interest in
a substantial number of the mining claims comprising the Nevada Property. If the
Company is unsuccessful in its request for declaratory  relief,  title to 50% of
the  interests  in the Nevada  Property  may be  retained by persons or entities
other than the Company.

    The Company has executed an agreement encumbering the Nevada Property in the
principal amount of Two Million Dollars ($2,000,000) to Silenus Limited pursuant
to a privately-negotiated  placement of 8% Senior Secured Convertible Debentures
described  elsewhere in this Annual Report.  Until such time as all  obligations
due under the  Debentures  issued to  Silenus  Limited  are paid,  converted  or
redeemed,  and the  encumbrances  on the Nevada  Property are  reconveyed to the
Company,  one of the primary assets of the Company,  namely the Nevada Property,
may be subject to the terms and  conditions  of such  instruments.  Any  default
under such  agreement  which  remains  uncured  would subject the Company to the
possible loss of the Nevada Property.


TITLE PROBLEMS ASSOCIATED WITH THE INDONESIAN CONCESSIONS

    Mineral  interests in Indonesia are  controlled  exclusively  by the federal
government through the Ministry of Mines and Energy. Title to a mineral property
in  Indonesia  is  subject  to  obtaining  various  forms  of  licenses  for the
extraction of commercial  quantities of minerals after obtaining property rights
from the fee owner.  Title is confirmed  by the  issuance of a  government  seal
affixed to specific property location maps.

    Because direct foreign ownership of mining concessions is difficult,  if not
prohibited  by  Indonesian  law,  the  Company  and its  subsidiary,  Kalimantan
Resources,  must rely upon its contractual  rights under the various  agreements
into which they and/or their  predecessors  have  entered.  These  contracts are
described in greater detail  elsewhere in this Annual  Report.  Should a dispute
arise as to the interpretation or enforcement of such agreements,  resort to the
Indonesian  judicial  system  will likely be  required.  It should be noted that
since members of the judicial branch are employed by the executive branch of the
government,  a fair opportunity to assert a foreign  company's rights under such
agreement may be limited.

    Even  if  the  contractual  rights  of  Kalimantan   Resources  are  clearly
delineated  in  its  agreements,  the  Company's  interests  in  the  Indonesian
concessions are subject to title failures associated with the entities with whom
Kalimantan Resources has contracted. The Company has not currently completed its
title investigations with respect to the Indonesian Concessions.  However, prior
to the time at which any  payments  will be made to the  current  holders of the
licenses,  the Company  will have  satisfied  itself that either it,  Kalimantan
Resources, or the parties with whom it has contracted (and/or their predecessors
in interest) will have good and  merchantable  title to the particular  licenses
purported to be owned by such third parties.

    Ownership  of licenses to explore for and/or  exploit  natural  resources in
foreign  countries  is also subject to political  risks.  The United  States has
important  economic,  commercial and security  interests in Indonesia because of
its growing  economy and markets and its  strategic  location in relation to key
international  straits.  The U.S. and Indonesia maintain cordial and cooperative
relations, although the two countries are not bound by formal security treaties.

<PAGE>    18
                                       18

    Indonesia is a republic  based upon its 1945  constitution  providing  for a
limited separation of executive,  legislative and judicial power. The president,
elected to a five-year  term,  is the  overwhelmingly  dominant  government  and
political figure. The president appoints the cabinet, currently composed of four
coordinating  ministers  (in the  fields  of  political  and  security  affairs,
economic  and  financial  affairs,  people's  welfare and  industrial  and trade
affairs),  thirteen  state  ministers,  twenty-four  ministers  and  three  high
officials with the status of state ministers.  Moreover, judges are employees of
the executive branch.

    Unlike Western  democratic  systems,  the legislative branch meets only once
during its five-year  term, to formulate the overall  principles and aims of the
government and to elect the president and vice president.  Representative bodies
at all levels in  Indonesia  eschew  voting,  preferring  to arrive at decisions
through "consultation and consensus."

    Because of the presence of a strong executive branch, some foreign companies
have been forced to accede to government  demands to revise  licenses to include
the participation of Indonesian-owned  companies,  larger foreign companies and,
in some instances, the Indonesian government. The inability of a foreign company
to  effectively  enforce  its  rights  in  licenses  issued  by  the  Indonesian
government through the judicial branch of government  represents a risk of doing
business in a developing country as compared to the United States.

    Recent political and economic  conditions in  the region have restricted the
commencement of exploration and development activities in some of the Indonesian
projects.  Management  believes this is a temporary impact.  The Company has not
abandoned the operation.  Once political and economic  conditions  improve,  the
Company plans to resume activities.  There has been no revenue generated to date
through  production  of  gold  or  coal  and no  assurances  can be  given  that
operations will result in economic viability.


GOVERNMENTAL REGULATION

    Mining  operations  on the  Nevada  Property  are  and  will be  subject  to
substantial  federal,  state and local  regulation  concerning  mine  safety and
environmental protection. Some of the laws and regulations which will pertain to
mining operations include  maintenance of air and water quality  standards;  the
protection  of  threatened,   endangered  and  other  species  of  wildlife  and
vegetation;  the preservation of certain cultural  resources and the reclamation
of exploration, mining and processing sites. These laws are continually changing
and, as a general  matter,  are becoming more  restrictive.  The location of the
Nevada Property is found in an area which strongly  encourages mining operation.
However,  the Company's  inability to comply with such  federal,  state or local
ordinances and regulations on an ongoing basis may cause  significant  delays in
the permitting  process or in the operations  anticipated to be conducted on the
Nevada  Property.  In  addition,  delays  in such  compliance  could  result  in
unexpected and substantial  capital  expenditures.  Although no such problems or
delays are anticipated, no assurances can be given that the Company will be able
to comply with all  applicable  law and  regulations  and maintain all necessary
permits,  licenses and approvals or, in the alternative,  that compliance and/or
permitting will be obtained without substantial delays and/or expenses.

    With regard to the Nevada Department of Conservation and Natural  Resources,
Division  of  Environmental   Protection  ("NDEP"),  the  Company  has  received
authorization  to proceed with its currently  planned  mining  operations on the
Nevada Property pursuant to the applicable statutes and regulations  relating to
a small mining operation. In the event, however, the Company's operations exceed
the designated  limits for a limited mining  operation,  a full reclamation plan
will need to be  prepared,  submitted  and  approved  by NDEP.  The  Company  is
currently  preparing such a reclamation plan. While the Company believes that it
will be able to obtain such  approval,  there is no guarantee  that the required
approval will in fact be obtained by the Company.

<PAGE>    19
                                       19

    A change in the nature or magnitude of the Company's  presently  anticipated
operations on the Nevada Property may trigger the need to obtain additional NDEP
and other federal, state or local governmental  approvals,  licenses or permits.
For example,  water processing  discharge needs may trigger the requirement that
the Company obtain a water pollution  control  permit.  The Company is currently
preparing for submission of an application for a water pollution control permit.
Other  significant  permits,  required by a change in  operations  on the Nevada
Property,  might include an NDEP permit,  air quality permit,  waste  management
permit,  archeological  clearance and wildlife permit. There is no guaranty that
the Company will be able to obtain any or all of the required federal,  state or
local  permits  that might be  required to expand its  operations  on the Nevada
Property.

    Even if the Company does not change its currently planned  operations on the
Nevada Property, the Company is nevertheless  vulnerable to the various federal,
state and local laws and regulations governing regulations and protection of the
environment,  occupational health, labor standards and other matters. The reason
for this is that these laws are continually  changing,  and as a general matter,
are becoming more restrictive.

    To comply with these  federal,  state and local laws, the Company may in the
future be required to make capital and operating  expenditures on  environmental
projects both with respect to maintaining  currently planned  operations and the
initiation of new operations.  Such projects may include,  for example,  air and
water pollution control equipment;  treatment,  storage and disposal  facilities
for solid and hazardous waste;  remedial actions required for the containment of
tailings pond seepage; continuous testing programs; data collection and analysis
land reclamation  (specifically  including existing mine and processing waste on
the  Nevada  Property);  landscaping  and  construction  projects.  There  is no
guaranty that the Company will technically or financially be able to comply with
any or all of these potential requirements.


ENVIRONMENTAL REGULATION AND LIABILITY

    United  States:  The  Company's  proposed  mineral  operations on the Nevada
Property are and will be subject to environmental  regulation by federal,  state
and local  authorities.  Under applicable federal and state law, the Company may
become  jointly  and  severally  liable with all prior  property  owners for the
treatment,  cleanup,  remediation and/or removal of substances discovered at the
Property  which are deemed by federal  and/or state law to be toxic or hazardous
("Hazardous  Substances").  Liability  may be imposed among other things for the
improper  release,  discharge,  storage,  use,  disposal  or  transportation  of
Hazardous Substances only in the areas which the Company disturbs.

    Applicable law imposes strict joint and several  liability on, among others,
"owners" and "operators" of properties  contaminated with Hazardous  Substances.
Such   liability   may  result  in  any  and  all  "owners",   "operators"   and
"transporters"  of contaminated  property being required to bear the entire cost
of  remediation.  The Company may utilize  substances  which have been deemed by
applicable  law to be  Hazardous  Substances.  The  potential  liability  of the
Company  under such laws will be derived from the  Company's  classification  as
both an "owner" and  "operator" of a  contaminated  property.  While the Company
intends to employ all reasonably practicable safeguards to prevent any liability
under applicable laws relating to Hazardous  Substances,  mineral exploration by
its very nature will subject the Company to  substantial  risk that  remediation
may be  required.  If the cleanup or  remediation  of  hazardous  substances  is
required  on  the  Nevada  Property,  substantial  delays  could  occur  in  the
permitting  process and/or in the further  extraction of gold and other precious
minerals on the Nevada Property.

    Brazil:  Both the federal  government of Brazil and the state governments of
Para and Amazonas have adopted laws and standards relating to the harvesting and
reclamation of forest.  These laws have not been completely  adjudicated through
the  courts  in  Brazil.  As  a  consequence,   many  government  agencies  have
interpreted  these  laws  and  regulations  in  inconsistent  manners,   thereby
contributing to uncertainty as to the Company's compliance with these standards.
Failure to comply with these  standards  results in varying levels of sanctions,
including  the  cessation of further  activities.  As discussed  elsewhere,  the
Company  intends to conduct its  operations  to meet or exceed these  standards.
Consequently, costs of operations will be higher.

<PAGE>    20
                                       20

    Indonesia:  The  Indonesian  Concessions  may also be subject to federal and
provincial   environmental   laws  in  place  or  being  contemplated  by  those
governmental  entities.   Mining  in  certain  locations  in  Indonesia  may  be
restricted  because of  difficulties  associated  with mine  reclamation,  water
quality, air quality, endangered species or local cultural conditions similar to
those restrictions of other international mining operations in Indonesia.


LIQUIDITY OF COMMON STOCK; CAPITALIZATION

    The  Company's  Common  Stock is currently  traded on the NASDAQ  Electronic
Bulletin Board. Over the past six (6) months ending August 31, 1998, the average
monthly trading volume has been approximately  5,500,000 shares (see "Market for
Common Equity"). In addition,  the number of outstanding shares of the Company's
common  stock  has  increased  from  12,215,415  shares  as of May  31,  1997 to
26,492,543  shares  as  of  May  31,  1998.  The  result  of  this  increase  in
capitalization  results in greater difficulty for shareholders in the Company to
realize a return of their investment based upon  price-earning  ratios.  Trading
volumes  on the  Electronic  Bulletin  Board have been  limited  and there is no
assurance  that the Electronic  Bulletin Board will provide an effective  market
for a prospective investor to sell his or her shares of Common Stock.


CLASSIFICATION OF SECURITIES

    Currently, the Company's stock is considered to be "penny stock" pursuant to
Section 3(a)(51)(A) of the Securities Exchange Act of 1934. This designation has
resulted from various factors including a lack of performance by the Company and
increased  capitalization.  In the event the price of the Company's Common Stock
remains  below $5.00 per share,  the Company will  continue to be subject to the
increased disclosure  requirements associated with the issuers of "penny stock".
In addition to increased disclosure requirements, such situation may also result
in either a decrease in the liquidity of the stock or a total disappearance of a
market for the Common Stock. In either  instance the difficulty  associated with
disposition of the shares may increase.


DEPENDENCE UPON MANAGEMENT

    The business of the Company is and will be greatly dependent upon the active
participation of Christopher D. Michaels and Jeffery S. Kramer. The Company also
anticipates that it will be dependent upon the active participation of other key
personnel and/or consultants in the future. The Company presently has employment
agreements with both Mr. Michaels and Mr. Kramer and has entered into agreements
with key  consultants;  nevertheless,  the loss of the services of Mr. Michaels,
Mr. Kramer and/or other key personnel (including such consultants) regardless of
reason  could  adversely  affect the Company  and the  Company's  business.  The
Company  does not maintain any life  insurance  policies  enabling it to receive
benefits in the case of either Mr. Michaels' or Mr. Kramer's death. In addition,
Messrs.  Michaels  and  Kramer are  parties  and  subject to a consent  judgment
wherein they are restrained  from selling  securities in interstate  commerce in
violation  of the  provisions  of section 5 of the  Securities  Act of 1933,  as
amended (the "Act"), or from engaging in any transaction, practice, or course of
conduct  resulting  in a violation  of the  antifraud  provisions  of the Act. A
violation of these provisions could result in the resignation of these officers.
To the  extent  that  the  services  of Mr.  Michaels  or Mr.  Kramer  would  be
unavailable  to the  Company for any  reason,  the Company  might be required to
employ other executive personnel to manage and operate the Company.  There is no
assurance  that the  Company  under such  circumstances  would be able to employ
qualified  persons on terms suitable to the Company to assure the fulfillment of
the objectives stated in this Annual Report.

<PAGE>    21
                                       21

LACK OF DIVERSIFICATION

    The Company  has,  in the past,  maintained  other  mineral  properties  for
exploration and  development.  These  properties were located in Bolivia,  South
America and  Vancouver,  British  Columbia.  Through its board of directors  and
shareholders,  the Company elected to abandon such other  properties as a result
of uneconomic  results.  The Company's  primary assets presently  consist of the
Brazilian  Timber   Properties,   the  Nevada   Property,   and  the  Indonesian
Concessions.  No  assurance  can be given  that once the  Company  increases  or
continues its timber operations in Brazil and completes its present  exploration
and development of the Company's properties in Nevada and Indonesia as described
in  further  detail in this  Annual  Report,  it will be able to  establish  and
produce profitable revenues from such operations.  In addition,  there can be no
assurance that continued  development  activities on the Nevada  Property and/or
exploration  activities currently being conducted on the Indonesian  Concessions
will result in the establishment of commercial quantities of mineralization.  As
a result,  persons reading this Annual Report should be aware that investment in
the Common Stock represents an additional risk because the Company's  activities
are  presently  confined to the conduct of timber  operations  on the  Brazilian
Timber  Properties,  the  exploration,  development  and gold  production on the
Nevada  Property,  and  preliminary  exploration  activities  on  certain of the
Indonesian Concessions.


STOCK ISSUANCES UNDER MINING CONTRACTS

    The Company has entered into various  contracts  with third parties to issue
Common  Stock in  consideration  of  services  rendered  in  relation to various
mineral  properties.  Common  Stock has been  issued to the  following  parties:
Harrison Western Construction Company (100,000 shares); Maxwells Energy & Metals
Technology Ltd.  (400,000  shares);  and Singkamas Agung Ltd.  (200,000 shares).
Maxwells  Energy & Metals  Technology  Ltd. is entitled to receive an additional
4,000,000 shares of Common Stock if an investment banker confirms by independent
appraisal  that  the  value  of the  properties  subject  to the  Principles  of
Agreement dated August 19, 1996 equals or exceeds  $12,000,000.  Singkamas Agung
Ltd. is entitled to receive an additional 3,800,000 shares of Common Stock if an
independent  evaluation confirms that the value of the properties subject to the
Acquisition  Agreement dated January 26, 1997 equals or exceeds $40,000,000.  Of
the  additional  shares  which may be issued to  Singkamas  Agung Ltd.,  950,000
shares are entitled to "piggy-back"  registration  rights. Once these shares are
issued to the various parties and such shares become unrestricted,  the sales of
such securities could adversely affect the price of Common Stock.


CONSENT JUDGMENT AGAINST THE COMPANY AND CERTAIN EMPLOYEES

    In May 1989,  the Company  received  notice that the Securities and Exchange
Commission (the  "Commission") had commenced an informal  investigation into the
Company's  compliance with the registration  and disclosure  requirements of the
Securities Act of 1933 (the " '33 Act") and the Securities  Exchange Act of 1934
(the " '34 Act"). Thereafter the Commission commenced an extensive review of the
Company's  books and  records  relating  to the  Company's  business  and mining
operations,  its capital  raising  activities,  and its financial  condition and
history.  Through  all  stages of the  investigation,  the  Company  voluntarily
cooperated with the Commission.

    On August 3, 1993,  the  Commission  and the Company agreed to terminate the
Commission's  investigation  by the  entry of a  consent  judgment  against  the
Company and certain of the Company's past and present key  employees.  These key
employees include Christopher D. Michaels,  Jeffrey Kramer and Stanley Mohr. The
terms and conditions of the consent judgment can be summarized as follows:

        1. The Company and its officers, agents, servants,  employees and others
    receiving  actual notice of the consent judgment neither admitted nor denied
    any of the allegations alleged by the Commission;

        2. The Company and its officers, agents, servants, employees, and others
    receiving actual notice of the consent  judgment are permanently  restrained
    and  enjoined  from  violating  section  5 of the '33  Act or  from  selling
    securities in interstate commerce unless and until a registration  statement
    is in effect or the security or transaction is exempt from the  registration
    provisions of the '33 Act and/or the '34 Act;

<PAGE>    22
                                       22

        3. The Company and its officers, agents, servants, employees, and others
    receiving actual notice of the consent  judgment are permanently  restrained
    from engaging in any transaction,  practice, or course of conduct, employing
    any course of  conduct,  or  obtaining  any money or property by means of an
    untrue  statement  of a material  fact,  or any omission to state a material
    fact,  necessary to make the statements  made in light of the  circumstances
    under which they were made not  misleading  in  violation  of the  antifraud
    provisions of the '33 Act and '34 Act.

    As part of the  consent  judgment,  the  Company  was  required to engage an
independent  certified public accountant to conduct a full and complete analysis
of the  disposition  of all funds received by the Company from investors and, to
the extent so discovered, to disgorge all ill-gotten gains.

    On April 7, 1994,  in  response  to the audits  completed  by the  certified
public  accountant,  the Company and the  Commission  entered into a stipulation
regarding the  resolution of all  outstanding  issues which then existed,  which
stipulation  was entered as an order by the United States District Court for the
Central District of California.  Such stipulation  contained an  acknowledgement
that the Company and its executive  officers had received no ill-gotten gains as
a result  of prior  activities  by the  Company  in  offering  and  selling  its
securities,  and that the consent judgment resolved once and for all, all issues
raised by the  Commission as a result of the  Company's  prior  activities.  The
Company  and the persons  named in the formal  order of  investigation  were not
required to pay any fines or required to disgorge any monies previously received
by it in connection with its securities.

    On February 27, 1989, the Pennsylvania  Securities Commission issued a cease
and desist order against the Company and  Christopher  D.  Michaels,  Jeffrey S.
Kramer,  Stanley J. Mohr, and William  Michaels  prohibiting them from violating
Section 201 of the  Pennsylvania  Securities Act of 1972 relating to the sale of
unregistered "penny stocks."

    As a result of the foregoing  regulatory and judicial  actions,  the Company
may not be able to utilize the  exemptions  from  registration  available  under
Regulation A and Rule 701  promulgated  under the '33 Act and may not be able to
rely upon certain private placement exemptions afforded by applicable state blue
sky laws in  connection  with the offer and sale of  securities in a transaction
which qualifies as exempt from  qualification  under the '33 Act. In such cases,
the Company would be required to  register/qualify  the  transaction  under said
blue sky laws,  which would likely increase the cost of, and extend the time for
completing, any private placement of securities.


FLUCTUATION OF COMMODITY PRICES

    Since its  deregulation  in August 1971,  the market price for gold has been
highly speculative and volatile.  Since 1980, gold has fluctuated from a high of
approximately  $850 per ounce in January 1980 to a low of approximately $285 per
ounce in 1985 and 1998.  Currently  gold is  trading at  approximately  $285 per
ounce.  In 1996,  gold averaged over $380 per ounce.  Instability in gold prices
may affect the profitability of the Company's future operations.

    Similarly,  coal  and  timber  prices  fluctuate.   Natural  resources  have
traditionally  evidenced  volatile swings in pricing,  thereby affecting overall
the relative  profitability of engaging in these lines of business. For example,
timber prices increased  fifty-two  percent (52%) in 1996 while coal prices have
remained  relatively  stable for the past  several  years.  Coal  prices,  which
historically  have been heavily  dependent upon mining  conditions,  location of
deposits,  and freight variations,  have remained relatively stable for the past
several years.

     See below with respect to the Company's  lack of engaging in any hedging or
similar transactions with respect to commodity price fluctuations.

<PAGE>    23
                                       23

LACK OF HEDGING TRANSACTIONS

     The Company does not presently engage in any hedging or other  transactions
which are intended to manage risks  relating to  commodity  price  fluctuations.
While  timber  prices can  fluctuate,  in recent  periods  such prices have been
relatively stable,  and,  accordingly,  the Company has not elected to engage in
any hedging transactions  relating to timber. With respect to mineral resources,
the Company  does not  presently  engage in any hedging  transactions  since the
Company's  production of such  resources is limited at the present time. At such
time as the Company's  production of such resources  increases,  the Company may
engage in hedging  or other  transactions  which are  intended  to manage  risks
relating to price  fluctuations  of these  minerals.  The Company  also does not
presently engage in hedging or other  transactions  which are intended to manage
risks relating to  fluctuations  in foreign  currency  exchange  rates,  but may
engage in such  transactions as the revenues from foreign  operations  which are
remitted to the United States increase.  The Company's  failure to engage in any
such hedging transactions may result in a material adverse effect on the Company
if commodity prices or foreign exchange rates fluctuate.


USE OF FORWARD-LOOKING STATEMENTS

     This Annual Report contains "forward-looking  statements".  Such statements
are  found  in  the  Sections  of  this  Annual  Report   entitled   "BUSINESS,"
"PROPERTIES," and "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION"
and elsewhere.  Prospective  Investors are cautioned that the  assumptions  upon
which such  statements are based cannot be guarantied by the Company to occur in
the  future or that the  overall  success  of the  Company  might be  materially
adversely affected should such bases (or some of them) not occur.



                              3. LEGAL PROCEEDINGS


o On November 4, 1996,  the Company  filed a  complaint  (the  "Action")  in Nye
County,  Nevada against Marlowe Harvey,  Maran Holdings Inc.,  Calais  Resources
Inc., and Argus Resources,  Inc. (the "Harvey  Entities").  The complaint in the
Action alleges,  amongst other things,  that the Harvey Entities  breached their
obligations under various  agreements  (including the October 20, 1995 amendment
to the Joint  Venture  Agreement  discussed in further  detail in the Section of
this Annual Report entitled  "Properties" -- The Nevada Property").  The Action,
as amended,  seeks a judicial  declaration  that the Harvey Entities do not have
any joint venture or real property interest in the mining claims included within
the Nevada  Property.  The  Action  also seeks  compensatory  damages  and other
financial  relief  based on the Harvey  Entities'  breach of contract  and other
causes of action.

    During April 1997 the Company through its counsel filed a first amendment to
its complaint in the action. Counsel for the Harvey Entities filed answers and a
counterclaim  in the  Action  during  July  1997.  In their  answer,  the Harvey
Entities have generally  denied the  allegations of the first amended  complaint
and have raised various affirmative defenses. In their counterclaims, the Harvey
entities  were seeking an  injunction  preventing  the Company  from  conducting
activities  related to the Nevada Property  pending  resolution of the issues in
the Action and  compensation  and punitive  damages and other  financial  relief
based on breach of contract and other causes of action.

    In July 1997, the Harvey Entities moved for a preliminary injunction against
the Company  preventing it from conducting  further  activities at the Manhattan
Project without their consent,  from issuing press releases  describing  certain
real  property as being wholly owned by the Company,  and from using the same as
security for loans.  After a two-hour  hearing on  September 4, 1997,  the court
refused to issue an injunction against the Company. Pursuant to stipulation, the

<PAGE>    24
                                       24

parties have agreed not to interfere with one another's operations on the Nevada
Property.  Additionally,  the  Company  has agreed not to further  encumber  the
Nevada  Property  pending  trial.  A trial  date  was set for  September,  1998.
Settlement discussions have been instituted by the parties without resolve as of
the date of this filing.  On August 28, 1998, on motion  brought by the Company,
the court granted a continuance  and ordered  Marlowe  Harvey to engage in "good
faith" settlement negotiations.

    If the  Company is  successful  in  obtaining  specific  performance  of the
agreement alleged in the Action, it will effectively  continue to own or control
an undivided  100%  interest in the Nevada  property.  Regardless of whether the
Company is  successful  in the Action,  it will continue to own at least a fifty
percent  (50%)  undivided  interest  in the  Nevada  Property  by  virtue of its
contractual rights.

o On June 12, 1996, the Company entered into an agreement with Harrison  Western
Construction  Corporation to perform contract mine  development  services on the
Company's  Nevada Gold  Property.  On or about October 23, 1997,  these services
ceased and a dispute arose between the parties.  The scope of work  estimated at
the time of  commencement  was  approximately  $600,000 as projected by Harrison
Western. Subsequently, the projected completion costs were extended to a cost of
approximately  $800,000 by Harrison  Western.  At  termination of the agreement,
Harrison Western  reportedly  furnished a total amount of services and materials
totaling approximately $1,684,000 without completion of the objectives for which
the Company  entered  into the  agreement.  The Company  provided  approximately
$1,155,000 in cash to Harrison  Western and as well provided  stock for services
as a credit  against  the  remaining  balance.  Additional  stock was  issued to
Harrison  Western as collateral for any unpaid and owing amounts.  Subsequent to
the  termination  of the  agreement,  Harrison  Western  filed a mechanic's  and
materialman's  lien in the  amount of  $482,749  on the  Company's  Nevada  Gold
Property on January 20, 1998. This filing was, in the opinion of the Company and
its counsel,  in direct violation of specific clauses contained in the agreement
between the parties.

    In support of its lien,  Harrison Western filed a lawsuit on July 1, 1998 in
Federal District Court in Nevada (case no.  CV-S-98-00968-PMP  (RJJ)). On August
27,  1998,  the Company was granted a motion to stay the  proceedings  and enter
arbitration.  The parties have been ordered to report to the District  Court the
status of the  arbitration  proceedings  on or before  November  30,  1998.  The
Company  believes  that any  arbitration  agreement or damages  would not have a
material impact on the Company.

o On July 14, 1998,  the following  entitled  lawsuit was filed in United States
District Court for the Central District of California (Case No. 98-5624 JSL CTx)
(the "Securities  Action") on behalf of the Company and Francis Parkes,  Dr. Joe
C. Rude,  Christopher D.  Michaels,  who are  individual  Company  shareholders:
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,  In the
------------------------------------------------------------------------
Securities Action, plaintiffs contend that defendants violated Section 10(b) and
13(g)  of  the  Securities  Exchange  Act,  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.

    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 or about July 15, 1998,  by the  Securities  Action  defendants  UFH
Endowment,  Ltd. and Austost  Anstalt  Schaan  against the  Company,  Jeffrey S.
Kramer,  Senior  Vice-President  and Chief Operating  Officer of the Company and
Christopher Michaels, 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

<PAGE>    25
                                       25

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  D.  Michaels of Section  10(b) of the  Exchange  Act and Rule 10b-5
promulgated  thereunder and a claim  purporting to allege  violations of Section
20(a) of the Exchange Act by 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
filed a motion to stay,  dismiss  or  transfer  the UFH  Action  to the  Central
District of California. This motion has not been fully briefed.

    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.
against  the  Company,  Jeffrey  S.  Kramer,  Senior  Vice-President  and  Chief
Operating  Officer of the Company,  and Christopher  Michaels,  President of the
Company.  The plaintiff  claims  violations  of Sections  10(b) and 20(a) of the
Securities  Exchange Act, 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 with the SEC.
The complaint requests 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.

    The Company  intends to vigorously  prosecute  the  Securities  Action.  The
Company  denies any  wrongdoing  and intends to  vigorously  defend both the UFH
Action and Mendel Action.

o A prior regulatory  proceeding  against the Company and certain key employees,
which resulted in the entry of a consent judgment, but subsequently was followed
by a  stipulation  which  contained an  acknowledgment  that the Company and its
executive  officers  had  received  no  ill-gotten  gains as a  result  of prior
activities by the Company in offering and selling its  securities,  is described
elsewhere in this Annual Report (see "Risk Factors - Regulatory Proceedings" and
"Management - Regulatory Proceedings").


             4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual  Meeting of  Shareholders  was held on April 17, 1998 in Los Angeles,
California.

Total  shares of common  stock  eligible  to vote at the meeting in person or by
proxy were 16,993,815  shares.  Present at the meeting were 9,687,615 shares, or
57% of eligible votes.

All  directors  nominated  by  the  Board  were  elected  by  the  shareholders.
Tabulation  of the voting for directors  and the other  proposals  presented for
shareholder approval is presented in the table below.
<TABLE>
<CAPTION>
<S>                            <C>          <C>         <C>       <C>         <C>           <C>        <C>

                                               %                     %                         %
                                            Eligible              Eligible                  Eligible     Broker
NOMINEE                           Yes         Votes       No        Votes     Abstentions     Votes    Non-Votes
-------                           ---         -----       --        -----     -----------     -----
Christopher D. Michaels        9,614,174      56.57        0          0          73,451        .43         0
Jeffrey S. Kramer              9,615,960      56.58        0          0          71,665        .42         0
Stanley J. Mohr                9,619,909      56.61        0          0          67,716        .39         0
Joe C. Rude III                9,622,809      56.62        0          0          64,816        .38         0
William E. Wilson              9,613,238      56.57        0          0          74,387        .43         0

PROPOSAL to amend Articles     9,284,270      54.63     85,237       .50        318,098       1.87         0
of Incoporation to change
company name

PROPOSAL to ratify             9,569,257      56.31     28,217       .16         90,151        .53         0
appointment of independent
accountants
</TABLE>

<PAGE>    26
                                       26
                                     PART II

                           5. MARKET FOR COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS

Public Market
-------------

    The  Company  received  approval  for  trading  of its  Common  Stock on the
Electronic  Bulletin Board (NASDAQ) in March 1996. From the period from December
1995 until March 1996, the Company published "bid" and "ask" prices on the "pink
sheets".

    The low  and  high  prices  for  the  Common  Stock  since  commencement  of
quotations are as follows:

            High          Date                 Low           Date
         --------     -------------          ------      -------------
         $  14.50     March 3, 1997          $0.125      June 30, 1998

    Over the six-month period ending August, 1998, the average monthly volume of
trading of the Company's Common Stock has been  approximately  5,500,000 shares.
Over the last three months, however, the stock has been subject to extraordinary
trading volume of 5,900,000 shares in June, 1998, 14,500,00 shares in July, 1998
and 4,900,000 shares in August.  This above-average  trading volume, the Company
believes,  was  part of a  fraudulent  scheme  to  manipulate  the  price of the
Company's  Common  Stock,  as  discussed  elsewhere  in this  Report (see "Legal
Proceedings").

    Prospective  Investors  should be aware  that the  volume of  trading on the
Electronic  Bulletin  Board  traditionally  has been limited and there can be no
assurance  that the Electronic  Bulletin Board will provide an effective  market
for a shareholder to sell his or her Common Stock of the Company.

     For the period ended May 31, 1998,  there were 834  stockholders  of record
plus approximately 1900 stockholders in "Street Name."

     The  Company  has applied for  listing  with the  American  Stock  Exchange
("AMEX") by requesting a preliminary listing eligibility  opinion.  The AMEX has
advised the Company  that it does not believe  that the Company is eligible  for
listing at this time.


    The high and low interdealer  prices for the calendar quarters since trading
began on the  Electronic  Bulletin Board  (without  retail  markup,  markdown or
commission) are as follows:

   Quarter Ended                                         High           Low
   -------------                                     ---------       --------
December 31, 1995...............................     $    1.25       $  1.25
March 31, 1996..................................     $    2.44       $  1.35
June 30, 1996...................................     $    3.75       $  1.812
September 30, 1996..............................     $    4.25       $  2.125
December 31, 1996...............................     $   10.375      $  2.875
March 31, 1997..................................     $   14.50       $  6.00
June 30, 1997...................................     $    9.75       $  3.0625
September 30, 1997..............................     $    7.50       $  3.75
December 31, 1997...............................     $    4.5625     $  0.6875
March 31, 1998..................................     $    2.125      $  0.9375
June 30, 1998...................................     $    1.80       $  0.125

<PAGE>    27
                                       27
DIVIDENDS

    The Company has not paid cash  dividends on any of its Common Stock and does
not  anticipate  paying any cash  dividends  on any of its Common  Stock for the
foreseeable future.

    The Board of Directors  declared a dividend to all shareholders of record as
of December  31,  1997  consisting  of one share of a new series of  Convertible
Preferred Stock (the "1998  Preferred  Stock"),  $1.00 par value,  for every 100
shares of Common Stock owned. As authorized in the Company's Amended Certificate
of  Determination  of  Preferences  of Series A  Preferred  Stock filed with the
Nevada  Secretary of State on January 14, 1998, the 1998 Preferred Stock will be
convertible  to one share of  Common  Stock for a period of one year and carry a
dividend  equal to eight percent (8%) of par value,  payable in cash or stock at
the Company's election.  Such dividends are cumulative so that if full dividends
in respect of any  previous  dividend  period are not paid,  holders of the 1998
Preferred  Stock are entitled to receive any  deficiency  before any dividend or
other  distribution  may be made or declared by the Company  with respect to any
other class of stock  including  other  series of  preferred  shares  should the
Company  elect to issue such  additional  series.  Each share of 1998  Preferred
Stock will have attached a warrant (the  "Warrant")  to purchase two  additional
shares of  Common  Stock at $3.00  per  share  for a period  of two  years.  The
Warrants are callable by the Company at $3.50 per share.


                   6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction
------------

     The  Company is a timber  and mining  company,  with  corporate  offices in
Calabasas,   California,   owning  interest(s)  in  certain  timber  or  mineral
properties  located  in the  (1)  states  of  Para  and  Amazonas,  Brazil  (the
"Brazilian  Timber  Properties");  (2) Manhattan  Mining  District,  Nye County,
Nevada, (the "Nevada Property"); (3) Indonesian Gold Belt, Kalimantan, Indonesia
(the  "Indonesian  Gold  Concessions");  (4) Kutai District of East  Kalimantan,
Indonesia (the "Indonesian Coal Concessions"); and (5) on the island of Sumatra,
Indonesia.  The terms and  conditions  of these  acquisitions  and the risks and
contingencies  associated  with such ownership  interests are more  particularly
described in the Section of the Annual Report entitled  "PROPERTIES"  AND "RISKS
FACTORS."


Comparison of Results of Operations -- Year Ended May 31, 1998
Compared to Year Ended May 31, 1997
---------------------------------------------------------------
     Revenues  for the year ended May 31,  1998 were  approximately  $558,000 as
compared to  approximately  $287,000  for the same period in 1997.  The sales in
both periods relate to the Brazilian timber operations. The $271,000 increase in
sales is due to increased efficiencies.

     The gross margin for the year ended May 31, 1998 was approximately 29.0% as
compared  to 9.0%  for the same  period  in 1997.  The  increase  is also due to
increased efficiencies.

     The general  and  administrative  expenses  for the year ended May 31, 1998
were  approximately  $7,540,000 as compared to $4,270,000 for the same period in
1997.  The $3,270,000 is a result of the  following:  1) $1,540,000  increase in
consulting  fees;  2)  $250,000  increase  in  corporate  salaries;  3) $150,000
increase in travel;  and 3) the remaining  increase is due to the  operations of
the Brazilian  activities.  Other  interest and expense  increased by $5,436,555
which is due to an increase in interest  expense  related to the  debentures and
notes to  shareholders  and a  $4,836,000  writedown of mineral  properties  and
timber investment which resulted from Management's test for impairment.


<PAGE>    28
                                       28

Comparison of Results of Operations --Year Ended May 31, 1997
Compared to Year Ended May 31, 1996
-------------------------------------------------------------
     Revenues  for the year ended May 31,  1997 were  approximately  $287,000 as
compared  to no sales for the same  period in 1996.  The sales in 1997 relate to
the Brazilian timber operations that are new operations for the Company in 1997.

     Exploration  cost  of the  year  ended  May  31,  1997  were  approximately
$2,120,000 as compared to approximately $34,000 for the same period in 1996. The
$2,086,00  increase  in  exploration  cost  is a  result  of  activities  at the
Company's Nevada mining property and the Indonesian Concessions.

     General and  administrative  expenses  for the year ended May 31, 1997 were
approximately  $4,270,000 as compared to  approximately  $1,430,000 for the same
period in 1996. The $2,840,000 increase in general and administrative expense is
a result of the following:  1) $1,200,000 of expense  related to the issuance of
warrants for services; 2)$827,000 related to financing expenses; 3) and increase
for the Brazilian general and administrative expenses of approximately operating
expense of approximately $150,000; and 4) general increase of $663,000 for other
expenses (legal, consulting,  travel and salaries) attributable to the Company's
increased activities from the 1996.

     As of July 1, 1997,  Brazil is no longer  considered a highly  inflationary
economy  under  SFAS 52.  Therefore,  translation  adjustments  will begin to be
accumulated in a separate  component of equity.  Translation  adjustments during
the year ended May 31,  1997 were taken to income and were not  material  to the
Company's results of operations.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

    The Company's  working capital  position as of May 31, 1998 was a deficit of
approximately  $3,356,000.  Almost since inception,  the Company has experienced
pressure on its working capital position due to operating losses and the need to
continually  invest in exploration  activities on the Nevada  Property and, more
recently,  the Brazilian  Properties,  the Silobat Property and the remainder of
the Indonesian Concessions.

    To raise funds in the past,  the Company has relied upon private  placements
of its  equity  securities.  Over the past two  years,  the  Company  has raised
approximately  $5,538,000  pursuant to such private placements and notes payable
to stockholders. In addition, the Company in 1997 concluded privately-negotiated
placements  of  approximately   Three  Million  Five  Hundred  Thousand  Dollars
($3,500,000) of 8% Senior  Convertible  Debentures with certain  investors.  The
Company has initiated  litigation relating to its Convertible  Debenture holders
(see "LEGAL PROCEEDINGS").

    On March 27, 1998, the Company executed an agreement securing $14 million in
equity financing,  primarily to fund its timber operations in South America. The
financing,  through  Bristol  Asset  Management  Company  II  LLC,  requires  an
effective  registration  statement  and  enables  the  Company to draw up to $14
million over a three-year  period.  As of the filing date of this Annual Report,
the Company has not effected a registration  statement covering the common stock
to be issued pursuant to the $14 million equity financing agreement.

    On September 2, 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  common stock for  $500,000.  This
transaction,  which provided a significant capital infusion into the Company, is
described in more detail in Note 12 to the  Financial  Statements -  "Subsequent
Events."

<PAGE>    29
                                       29

     The  Brazilian  operations  represent  an  opportunity  for the  Company to
generate  significant  cash  flows for the  first  time.  Over the past  several
months, Brazil has lost more than $30 billion (US) in foreign-exchange  reserves
because of President  Fernando Henrique  Cardoso's attempts to control inflation
and   support   its   currency,    the   real.   The   result   has   been   the
artificially-inflated  value  of  the  real  and  a  loss  of  foreign  investor
confidence in Brazil's economy. To address its large budget and foreign-exchange
reserves,  Brazil  is  seeking  up  to  $30  billion  (US)  in  loans  from  the
International Monetary Fund (the "IMF"). In order to obtain such financing,  the
Cardoso government has recently announced a three-year program of fiscal targets
approved by the IMF.  These  include  raising taxes  significantly  and slashing
government spending. This is likely to lead to increased inflation (currently at
3% per annum) and may lead to a recession.

     The  Company's  subsidiary,  Terra  Resources  Brazil,  Ltda.,  exports the
majority of its timber  products to Europe,  the  Dominican  Republic  and, to a
lesser extent,  the United States.  Its policy has been to receive payment in US
dollars as a hedge  against  inflation.  This policy will remain in effect.  The
Company has also undertaken to explore the possibility of establishing a trading
company  offshore from Brazil to receive  payments as an  additional  protection
from the  financial  uncertainty  currently  existing in the  country.  With the
increase in its  production to about 1,000 cubic meters of sawn timber  products
per quarter,  its reduction in operating expenses,  and its planned expansion of
production  facilities,  the Company  believes that adequate  measures have been
taken to minimize the effects of the uncertainty in the Brazilian economy.

    The Company  anticipates that it will require additional capital and intends
to secure it through its agreement  with Bristol  Assets  Management  Company II
LLC, by utilizing a publicly registered offering of its securities,  the capital
provided by the TiNV1 transaction,  "Private  Placements" and/or funds generated
from its Brazilian operations.



                            7. FINANCIAL STATEMENTS

     The following pages contain the financial statements of the Company for the
fiscal years ending May 31, 1997 and 1998.



<PAGE>
                                      F-1

              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
                (FORMERLY NEVADA MANHATTAN MINING INCORPORATED)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





Independent Auditors' Reports                                         F-2 - 3


Consolidated Balance Sheet                                                F-4


Consolidated Statements of Operations                                     F-5


Consolidated Statements of Changes in Stockholders'
Equity (Deficiency)                                                   F-6 - 7


Consolidated Statements of Cash Flows                                 F-8 - 9

Notes to Consolidated Financial Statements                          F-10 - 32



<PAGE>
                                      F-2






                          INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
TERRA NATURAL RESOURCES CORPORATION

We have audited the  accompanying  consolidated  balance  sheet of Terra Natural
Resources  Corporation  (formerly  Nevada  Manhattan  Mining  Incorporated)  and
Subsidiaries  as of May 31, 1998,  and the related  consolidated  statements  of
operations,  changes in stockholders' equity (deficiency) and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Terra
Natural  Resources  Corporation and Subsidiaries as of May 31, 1998, and results
of its operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

As discussed in Note 13 to the financial  statements,  certain circumstances and
facts resulting in overstatement of Mineral  Properties as of May 31, 1998, were
discovered by management  of the Company  during the current year.  Accordingly,
adjustments have been made to correct for these circumstances and facts.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in the  financial
statements,  the Company  has  incurred  net losses and its current  liabilities
exceed its current assets.  These matters,  among others, as discussed in Note 1
to the financial statements, raise substantial doubt about the Company's ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.



                                       MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                          Certified Public Accountants

New York, New York
September 3, 1998
(Except for Note 13 which is as of February 24, 1999)


<PAGE>    F-3





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Terra Natural Resources Corporation


We have audited the  accompanying  consolidated  balance  sheet of Terra Natural
Resources  Corporation  (formerly  Nevada  Manhattan  Mining  Incorporated)  and
subsidiaries  as of May 31,  1997 (not  separately  presented  herein),  and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Terra
Natural  Resources  Corporation  and  subsidiaries  as of May 31, 1997,  and the
results  of its  operations  and its cash  flows  for the year  then  ended,  in
conformity with generally accepted accounting principles.

As discussed in Note 11, the Company has restated its financial  statements  for
the year ended May 31, 1997 to account for the rescission,  in December 1997, of
the  $3,000,000  note  agreement  with an  officer  of the  Company's  Brazilian
subsidiary.  The effect of the  restatement  was to decrease  long-term debt and
Brazilian timber concessions by $2,596,729. As explained in Note 11, the Company
has restated its financial  statements as of May 31, 1996 and for the year ended
May 31, 1997 to provide for  impairment of its mineral  properties in accordance
with SFAS No. 121.  The effect of the  restatement  was to increase  accumulated
deficit and decrease  property by $947,429 as of May 31, 1996 and  $3,120,873 as
of May 31,  1997,  and  increase  net loss for the year  ended  May 31,  1997 by
$2,173,444.  Accordingly,  the  accompanying  financial  statements for the year
ended May 31, 1997 have been restated to correct the error and the rescission.

                                             Jackson & Rhodes P.C.

July 28, 1997 (except as to Notes 2 and 11,
     which are as of February 13, 1998)
Dallas, Texas



<PAGE>    F-4
                                      F-4

              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      MAY 31, 1998 (Restated, see Note 13)

           ASSETS
CURRENT ASSETS
    Cash and Cash Equivalents                                       $    81,529
    Accounts Receivable, net of allowance for
     doubtful accounts of $150,000                                      255,027
    Inventories                                                         108,844
    Prepaid Expenses                                                    283,354
                                                                    -----------
       Total Current Assets                                             728,754

PROPERTIES AND EQUIPMENT
    Mineral Properties - Indonesia                                    1,400,000
    Machinery and Equipment, net                                        355,392

OTHER ASSETS                                                            265,700
                                                                    -----------
       TOTAL ASSETS                                                 $ 2,749,846
                                                                    ===========

           LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Accounts Payable and Accrued Expenses                           $ 1,445,106
    Convertible Notes Payable to Stockholders -
      Secured by Common Stock                                         1,366,075
    Notes Payable to Stockholders                                       522,950
    Note Payable to Officer                                             718,000
    Current Portion of Long-Term Debt                                    32,214
                                                                   ------------
       Total Current Liabilities                                      4,084,345

    Long-Term Debt                                                       44,327
    Convertible Debentures                                            2,313,459
                                                                    -----------
       TOTAL LIABILITIES                                              6,442,131
                                                                    -----------
COMMITMENTS AND CONTINGENCIES (Note 7)                                        -

MINORITY INTEREST                                                             -

STOCKHOLDERS' DEFICIENCY
    Preferred Stock, $1 par value, 250,000 shares
     authorized, 176,414 shares issued and
     outstanding                                                        176,414
    Common Stock, $0.01 par value, 50,000,000 shares
     authorized and 26,492,543 shares issued and
     outstanding                                                        264,926
    Additional Paid-in Capital                                       28,715,550
    Accumulated Foreign Currency Translation                             24,940
    Accumulated Deficit                                             (32,874,115)
                                                                   ------------
       TOTAL STOCKHOLDERS' DEFICIENCY                               ( 3,692,285)
                                                                   ------------

       TOTAL LIABILITIES STOCKHOLDERS' DEFICIENCY                  $  2,749,846
                                                                   ============

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>    F-5
                                      F-5

              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE YEARS ENDED MAY 31,



                                                      1997              1998
                                                   (Restated)        (Restated)
                                                   ------------      ---------

REVENUES                                          $    287,178    $    557,691

COST OF SALES                                          261,089         394,708
                                                  ------------    ------------

GROSS PROFIT                                            26,089         162,983

EXPLORATION COSTS                                   (2,119,042)              -


GENERAL AND ADMINISTRATIVE EXPENSES                 (4,270,020)     (7,541,328)
                                                  ------------    ------------

NET LOSS FROM OPERATIONS                            (6,362,973)    (7,378,345)
                                                  ------------    ------------


OTHER EXPENSES
    Interest Expense                                    23,479         624,034
    Write-Off of Mineral Properties
      and Timber Investment                                  -       4,836,000
                                                  ------------    ------------
       Total Other Expenses                             23,479       5,460,034
                                                  ------------    ------------

NET LOSS                                            (6,386,452)    (12,838,379)

CUMULATED PREFERRED DIVIDENDS                          149,500          80,316
                                                  ------------    ------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS       $(6,535,952)   $(12,918,695)
                                                   ===========     ===========

BASIC LOSS PER SHARE                               $(     0.61)    $(     0.86)
                                                   ===========     ===========

DILUTED LOSS PER SHARE                             $(     0.61)    $(     0.86)
                                                   ===========     ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          10,684,176      14,969,621
                                                   ===========     ===========



See Accompanying Notes to Consolidated Financial Statements.





<PAGE>    F-6
                                      F-6


              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
        FOR THE YEARS ENDED MAY 31, 1997 AND 1998 (Restated, see Note 13)

<TABLE>
<CAPTION>

                                          Stock               Preferred Stock            Common Stock
                                      to be Issued         Shares        Amount       Shares       Amount
                                     --------------        --------    ----------  ----------     ----------
    <S>                               <C>                  <C>         <C>          <C>            <C>

    Balance, May 31, 1996             $     -              132,510     $132,510      8,353,881     $ 83,539

    Shares Issued for Property            108                    -            -        689,200        6,892

    Shares Issued for Accounts
     Payable                                -                    -            -        100,000        1,000

    Shares Issued for Cash                  -               96,409       96,409      1,917,351       19,174

    Shares Issued for Services              -                    -            -         120,000       1,200

    Shares Issued for Conversion
      of Debt                               -                    -            -       1,087,133      10,871

    Conversion of Preferred Stock           -             (    600)      (  600)          6,000          60

    Warrants Issued with Debentures         -                    -            -               -           -

    Other Warrants Issued                   -                    -            -               -           -

    Preferred Dividend                      -                    -            -               -           -

    Net Loss                                -                    -                           -            -
                                      -------              -------    ---------     ----------     --------

    Balance, May 31, 1997 (Restated)  $   108              228,319     $228,319     12,273,565     $122,736
                                      =======              =======     ========     ==========     ========
</TABLE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY) - continued
<TABLE>
<CAPTION>
                                           Additional          Accumulated
                                             Paid-in        Foreign Currency      Accumulated
                                            Capital           Translation            Deficit          Total
                                           -----------      -----------------     ------------      ---------
    <S>                                    <C>              <C>                   <C>               <C>

    Balance, May 31, 1996                  $15,079,460      $      -              $(13,098,003)     $ 2,197,506

    Shares Issued for Property               3,293,000             -                         -        3,300,000

    Shares Issued for Accounts
     Payable                                   249,000             -                         -          250,000

    Shares Issued for Cash                   1,888,477             -                         -        2,004,060

    Shares Issued for Services                 238,800             -                         -          240,000

    Shares Issued for Conversion
      of Debt                                1,076,755             -                         -        1,087,626

    Conversion of Preferred Stock                  540             -                         -                -

    Warrants Issued with Debentures            666,668             -                         -          666,668

    Other Warrants Issued                    1,206,875             -                         -        1,206,875

    Preferred Dividend                               -             -                (  149,500)       ( 149,500)

    Net Loss                                         -             -                (6,386,452)      (6,386,452)
                                           -----------       -----------          ------------      -----------

    Balance, May 31, 1997 (Restated)       $23,699,575        $    -              $(19,633,955)     $ 4,416,783
                                           ===========        ==========          ============      ===========
</TABLE>



   See Accompanying Notes to Consolidated Financial Statements.





<PAGE>    F-7
                                      F-7


              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
        FOR THE YEARS ENDED MAY 31, 1997 AND 1998 (Restated, see Note 13)

<TABLE>
<CAPTION>
                                         Stock                Preferred Stock            Common Stock
                                      to be Issued           Shares       Amount      Shares        Amount
                                      ------------          ----------  ---------    ----------   ----------
    <S>                               <C>                   <C>         <C>          <C>            <C>

    Balance, May 31, 1997 (Restated)  $     108              228,319    $ 228,319    12,273,565     $122,736

    Common Stock Issued For:
      Cash                             (    108)                   -            -      2,165,400      21,654
      Property                                -                    -            -      5,005,000      50,050
      Conversion of Debt and Interest         -                    -            -        582,575       5,826
      Conversion of Debentures                -                    -            -        338,302       3,383
      Collateral for Stockholders Notes       -                    -            -      2,743,698      27,437
      Conversion of Preferred Stock           -             (207,444)    (207,444)     2,280,199      22,802
      Liquidated Damages                      -                    -            -        289,426       2,894
      Services Rendered                       -                    -            -        814,378       8,144

    Discount for Conversion of Debentures     -                    -            -              -           -

    Warrants Issued For:
      Services Rendered                       -                    -            -              -           -

    Common Stock Dividend
      Issuance of Preferred Stock             -              167,789      167,789              -           -
      Issuance of Common Stock Warrants       -                    -            -              -           -
      Dividends to be Paid                    -             ( 12,250)    ( 12,250)             -           -

    Common Stock in Escrow                    -                    -            -              -           -

    Foreign Currency Translation Adjustment   -                    -            -              -           -

    Preferred Dividend                        -                    -            -              -           -

    Net Loss                                  -                    -            -              -           -
                                      ---------             --------    ---------     ----------     --------

    Balance, May 31, 1998 (Restated)  $       -              176,414    $ 176,414     26,492,543     $264,926
                                      =========             ========    =========     ==========     ========
</TABLE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY) - continued

<TABLE>
<CAPTION>
                                           Additional          Accumulated
                                             Paid-in        Foreign Currency      Accumulated
                                            Capital           Translation            Deficit         Total
                                           -----------      -----------------     ------------     ---------
    <S>                                    <C>              <C>                   <C>              <C>

    Balance, May 31, 1997 (Restated)       $23,699,575      $        -            $(19,633,955)    $  4,416,783

    Common Stock Issued For:
      Cash                                     547,672               -                       -          569,218
      Property                               3,946,123               -                       -        3,996,173
      Conversion of Debt and Interest          766,463               -                       -          772,289
      Conversion of Debentures                 331,089               -                       -          334,472
      Collateral for Stockholders Notes     (   27,437)              -                       -                -
      Conversion of Preferred Stock            389,886               -                       -          205,244
      Liquidated Damages                       406,606               -                       -          409,500
      Services Rendered                      1,545,026               -                       -        1,553,170

    Discountfor Conversion of Debentures       500,000               -                       -          500,000

    Warrants Issued For:
      Services Rendered                        428,996               -                       -          428,996

    Common Stock Dividend
      Issuance of Preferred Stock                    -               -         (       167,789)               -
      Issuance of Common Stock Warrant         165,926               -         (       165,926)               -
      Dividends to be Paid                           -               -                  12,250                -

    Common Stock in Escrow                  (3,984,375)              -                       -       (3,984,375)

    Foreign Currency Translation
     Adjustment   -                                  -            24,940                     -           24,940

    Preferred Dividend                               -               -             (    80,316)     (    80,316)

    Net Loss                                         -               -             (12,838,379)     (12,838,379)
                                          ------------      ------------            -----------     -----------

    Balance, May 31, 1998 (Restated)      $ 28,715,550      $     24,940          $(32,874,115)    $( 3,692,285)
                                          ============      ============          ============     ============
</TABLE>






<PAGE>    F-8
                                      F-8


              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE YEARS ENDED MAY 31,
<TABLE>
<CAPTION>
                                                            1997            1998
                                                         (Restated)      (Restated)
                                                        ------------     -----------
<S>                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                            $(6,535,952)    $(12,918,695)
    Adjustments to Reconcile Net Loss to Net
       Cash Used in Operating Activities:
              Provision for Doubtful Accounts                    -           150,000
              Write-Off of Mineral Properties
                and Timber Investment                            -         4,836,000
              Common Stock Issued for Services              240,000        1,442,447
              Warrants Issued for Services                1,206,875          278,996
              Write-Off of Officer Advances                      -            52,013
              Common Stock Issued for Financing
               Expense                                      677,000                -
              Amortization of Debenture Discount                  -          314,598
              Depreciation                                   23,931           35,645
              Write-Off of Mill Acquisition Cost                  -          291,246
           (Increase) Decrease
              Accounts Receivable                        (   58,161)      (   46,866)
              Inventories                                         -       (  108,844)
              Prepaid Expenses                           (  622,710)          61,878
              Other Assets                                        -       (   40,701)
           Increase (Decrease)
              Accounts Payable and Accrued Expenses         772,572        1,122,390
                                                        ------------      -----------
       Net Cash Used in Operating Activities             (4,296,445)      (4,529,893)
                                                        -----------      -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of Property and Equipment                   (  253,998)     (   333,441)
                                                        ------------     ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from Issuance of Convertible Debentures      2,000,000        1,500,000
    Payments on Long-Term Debt                          (   114,284)      (   29,881)
    Advances from Officer                                        -           718,000
    Proceeds from Issuances of Notes to Stockholders        986,196        1,978,075
    Payments for Notes to Stockholders                           -        (  375,000)
    Proceeds from Issuance of Common Stock                2,004,060          569,218
                                                        -----------      ------------
       Net Cash Provided by Financing Activities          4,875,972        4,360,412
                                                        -----------      -----------

Foreign Currency Translation Adjustment                           -           24,940
                                                        -----------       ----------

Net Increase (Decrease) in Cash and Cash
  Equivalents                                               325,529       (  477,982)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR              233,982          559,511
                                                        -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                $    559,511     $    81,529
                                                        ============     ===========
</TABLE>



See Accompanying Notes to Consolidated Financial Statements.





<PAGE>    F-9
                                      F-9

              TERRA NATURAL RESOURCES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MAY 31, 1998 (Restated, see Note 13)





SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    During the years  ended May 31, 1997 and 1998,  the  Company  paid no income
taxes and no interest.



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING

    During 1997, the Company issued 589,200 shares of common stock in connection
    with  the  Indonesian  mining  property  acquisitions,  100,000  shares  for
    domestic  mining  services  and  100,000  shares  for  a  Brazilian   timber
    concession  (Note 2). In  addition,  the Company  issued  120,000  shares to
    employees  for services and 1,087,133  shares for  conversion of $410,626 in
    debt.  The Company also issued  warrants in connection  with a debenture and
    issued other  warrants  (see Note 4). The Company  also assumed  $375,000 in
    debt in connection  with acquiring an additional  interest in the mine (Note
    2). The Company also accrued $149,500 in preferred dividends during 1997.

    During  1998,  the Company  issued  814,378  shares of its common  stock for
    services  rendered by employees  and third parties for  $1,553,170,  338,302
    shares of its  common  stock  for  conversion  of  $334,472  of  convertible
    debentures,  2,280,199  shares of its  common  stock for the  conversion  of
    $207,444 of preferred stock and payment of cumulative dividends of $205,244,
    582,575  shares  of its  common  stock for the  conversion  of  $772,289  of
    stockholder's notes and interest, 289,426 shares of its common stock for the
    payment of  liquidating  damages of  $409,500  and  5,000,000  shares of its
    common stock for the purchase of timberlands in Brazil for  $3,996,173.  See
    Note 8 - Stockholders' Equity for further details of these transactions.














See Accompanying Notes to Consolidated Financial Statements.




<PAGE>    F-10



                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE YEARS ENDED MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Organization
                  ------------
                  Terra Natural Resources  Corporation and Subsidiaries  (Nevada
                  Manhattan Mining  Incorporated)  (the "Company") was organized
                  to  acquire,  explore,  develop,  finance  and sell mining and
                  timber rights and properties. For the year ended May 31, 1998,
                  the  Company  changed its name from  Nevada  Manhattan  Mining
                  Incorporated to Terra Natural Resources Corporation.

                  For the year ended May 31, 1997, the Company's  majority-owned
                  subsidiary   Equatorial   Resources,    Ltd.   ("Equatorial"),
                  conducted the Company's  Brazilian timber operations.  For the
                  year ended May 31, 1998, the Company has ceased to operate its
                  Brazilian  timber  operations  under Equatorial and all of its
                  timber  concessions  are being assigned to the Company's newly
                  formed majority-owned  subsidiary Terra Resources Brazil, Ltd.
                  This decision is not considered to be a discontinued operation
                  because the Company is still operating the timber concessions.

                  Basis of Presentation
                  ---------------------
                  The accompanying  consolidated  financial statements have been
                  prepared in  accordance  with  generally  accepted  accounting
                  principles which contemplate  continuation of the Company as a
                  going  concern.   As  shown  in  the  consolidated   financial
                  statements,  the Company has incurred operating losses and has
                  had  negative  cash  flows  from  operations  for the last two
                  years.   These  matters  raise  substantial  doubt  about  the
                  Company's ability to continue as a going concern.

                  In view of the matters  described in the preceding  paragraph,
                  recoverability  of a  major  portion  of  the  recorded  asset
                  amounts shown in the accompanying  consolidated  balance sheet
                  is dependent upon continued  operations of the Company,  which
                  in turn is dependent upon the Company's ability to continue to
                  raise   capital  and   generate   positive   cash  flows  from
                  operations.  The  consolidated  financial  statements  do  not
                  include   any   adjustments,   if   any,   relating   to   the
                  recoverability and classification of recorded asset amounts or
                  amounts  and  classifications  of  liabilities  that  might be
                  necessary  should  the  Company  be  unable  to  continue  its
                  existence.  Management  plans to take the following steps that
                  it believes will be sufficient to provide the Company with the
                  ability to continue in existence:

                  Management's  Financial  Plan to provide  sufficient  funds to
                  continue the Company's  operations,  development and expansion
                  consists  primarily  of (a)  the  $14  million  Bristol  Asset
                  Management  Investment  Agreement  (see  Note 7 -  "Investment
                  Agreement"); (b) the September 2, 1998 $500,000 Stock Purchase
                  Agreement  (see  Note  12  -  "Subsequent  Events");  and  (c)
                  increasing   revenue   from   Brazilian   Timber   Operations.
                  Management   believes  that  the   increasing   revenues  from
                  Brazilian  operations  and  available  capital  from  the  two
                  above-mentioned  investment agreements will provide sufficient
                  capital to continue the Company's operations,  development and
                  expansion activities.



<PAGE>    F-11


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

                  Principles of Consolidation
                  ---------------------------
                  The consolidated  financial statements include the accounts of
                  the  Company   and  its   majority-owned   subsidiaries.   All
                  significant   intercompany   accounts  and   transactions  are
                  eliminated in consolidation.

                  Cash and Cash Equivalents
                  -------------------------
                  For  statement of cash flow  purposes,  the Company  considers
                  short-term  investments  with  original  maturities  of  three
                  months or less to be cash equivalents.

                  Mineral Properties
                  ------------------
                  Acquisition  costs relating to mineral  properties with proven
                  and probable  reserves are deferred  until the  properties are
                  put into commercial production, sold or abandoned. Exploration
                  costs,  including  an  allocation  of  employee  salaries  and
                  related costs,  are charged to operations when incurred.  Mine
                  development  costs  incurred  to develop  new ore  bodies,  to
                  expand or rehabilitate  the capacity of operating mines, or to
                  develop  areas  substantially  in  advance of  production  are
                  charged to operations until management has established  proven
                  and probable reserves for the property.  For properties placed
                  in production,  the related  deferred costs are depleted using
                  the units-of-production  method over the life of the reserves.
                  Deferred costs applicable to sold or abandoned  properties are
                  charged against  operations at the time of sale or abandonment
                  of the property.

                  Management's estimates of gold prices,  recoverable proven and
                  probable  reserves,  operating,  capital and reclamation costs
                  are  subject  to  certain  risks and  uncertainties  which may
                  affect  the  recoverability  of the  Company's  investment  in
                  mineral  properties.  Although  management  has  made its best
                  estimate of these factors based on current  conditions,  it is
                  possible that changes could occur in the near term which could
                  adversely affect  management's  estimate of the net cash flows
                  expected to be generated from propeties in operation.

                  Timber Concessions
                  ------------------
                  Timber  concessions  costs  relate to the fees paid to acquire
                  the  rights  to  harvest  timber.  The  acquisition  costs are
                  amortized  over  the  term  or  useful  life  of  the  related
                  concession.  The harvesting and reclamation  costs are charged
                  to expense as incurred.

                  Machinery and Equipment
                  -----------------------
                  Machinery and equipment is stated as its historical  cost less
                  accumulated   depreciation.   Depreciation  of  machinery  and
                  equipment is primarily  determined by using the  straight-line
                  method  over the  estimated  useful  life of seven  years  for
                  furniture and fixtures and ten years for mill equipment.

                  Impairment of Long-Lived Assets
                  -------------------------------
                  In  accordance  with  Financial   Accounting  Standards  Board
                  ("FASB")  Statement of Financial  Accounting  Standards (SFAS)
                  No. 121,  "Accounting for the Impairment of Long-Lived  Assets
                  and for  Long-Lived  Assets  to be  Disposed  of",  long-lived
                  assets are reviewed for impairment  whenever events or changes
                  in  circumstances  indicate that the carrying  amounts of such
                  assets  may not be  recoverable.  Impairment  losses  would be
                  recognized  if the carrying  amounts of the assets  exceed the
                  fair value of the assets.


<PAGE>    F-12
                                      F-12

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

                  Foreign Currency Translation
                  ----------------------------
                  For  foreign  subsidiaries  whose  functional  currency is the
                  local  foreign  currency,   the  balance  sheet  accounts  are
                  translated at exchange  rates in effect at the end of the year
                  and income and  expense  accounts  are  translated  at average
                  exchange rates for the year.  Translation gains and losses are
                  included as a separate component of stockholders' equity.

                  Revenue Recognition
                  --------------------
                  Substantially  all  revenues   are  recognized  when  finished
                  products   are  shipped   with   appropriate   provision   for
                  uncollectible accounts.

                  Income Taxes
                  ------------
                  The Company  accounts for income taxes in accordance with SFAS
                  No. 109,  "Accounting  for Income  Taxes'.  Deferred taxes are
                  provided on a liability method whereby deferred tax assets are
                  recognized for deductible temporary differences,  and deferred
                  tax   liabilities   are  recognized   for  taxable   temporary
                  differences. Temporary differences are the differences between
                  the reported  amounts of assets and  liabilities and their tax
                  bases.   Deferred  tax  assets  are  reduced  by  a  valuation
                  allowance  when,  in the  opinion  of  management,  it is more
                  likely than not that some  portion or all of the  deferred tax
                  assets  will  not  be   realized.   Deferred  tax  assets  and
                  liabilities  are  adjusted  for the  effects of changes in tax
                  laws and rates on the date of enactment.

                  Net Loss Per Share
                  ------------------
                  For the year ended May 31, 1998, the Company  adopted SFAS No.
                  128, "Earnings Per Share". Basic loss per share is computed by
                  dividing net loss  attributable to common  stockholders by the
                  weighted average number of common shares outstanding.  Diluted
                  loss per share is  computed  similar  to basic  loss per share
                  except that the denominator is increased to include the number
                  of additional  common shares that would have been  outstanding
                  if the  potential  common  shares  had been  issued and if the
                  additional  common  shares were  dilutive.  Loss per share for
                  1997 has been  restated  using the  methodologies  of SFAS No.
                  128.

                  Concentration of Credit Risk
                  ----------------------------
                  The Company sells  products  (primarily in Brazil) and extends
                  credit  based on an  evaluation  of the  customer's  financial
                  condition, generally without requiring collateral. Exposure to
                  losses  on  receivables  is  principally   dependent  on  each
                  customer's  financial  condition.  The  Company  monitors  its
                  exposure  for  credit  losses  and  maintains  allowances  for
                  anticipated losses.

                  Estimates
                  ---------
                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets  and   liabilities   at  the  date  of  the   financial
                  statements,  as well as the  reported  amounts of revenues and
                  expenses  during the reported  periods.  Actual  results could
                  differ from those estimates.



<PAGE>    F-13
                                      F-13

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

                  Fair Value of Financial Instruments
                  -----------------------------------
                  The Company  measures its financial  assets and liabilities in
                  accordance with generally accepted accounting principles.  For
                  certain of the Company's financial instruments including cash,
                  accounts   receivable,   and  accounts   payable  and  accrued
                  expenses,  the carrying amounts  approximate fair value due to
                  their short maturities. The amounts owed for notes payable and
                  convertible  debentures  also  approximate  fair value because
                  current  interest  rates and terms  offered to the Company for
                  similar notes are substantially the same.

                  Recently Issued Accounting Pronouncements
                  -----------------------------------------
                  In  June  1997,   FASB  issued   SFAS  No.   130,   "Reporting
                  Comprehensive   Income",   which  establishes   standards  for
                  reporting  and   displaying   comprehensive   income  and  its
                  components  in  financial   statements.   This   statement  is
                  effective for fiscal years  beginning after December 15, 1997.
                  The  adoption  of  this  standard  is not  expected  to have a
                  material impact on the presentation of the Company's financial
                  statements.

                  In June 1997,  FASB issued SFAS No.  131,  "Disclosures  about
                  Segments  of an  Enterprise  and Related  Information",  which
                  requires a company  to report  certain  information  about its
                  operating  segments  including  factors  used to identify  the
                  reportable  segments and types of products  and services  from
                  which each  reportable  segment  derives  its  revenues.  This
                  statement  is  effective  for  fiscal  years  beginning  after
                  December  15,  1997.  The  adoption  of this  standard  is not
                  expected to have a material impact on the  presentation of the
                  Company's financial statements.

NOTE 2 -      PROPERTIES AND EQUIPMENT

                  Brazil
                  ------
                  The Company has acquired  various rights (Jonosa  Concessions,
                  Terranorte   Concessions   and   Timberlands),    to   up   to
                  approximately  780,000  hectares  (1,950,000  acres) of timber
                  properties  located  in  Brazil.  In  addition,   the  Company
                  acquired  a  sawmill  facility  located  near  the town of Sao
                  Miguel do Guama,  which is no longer  operated by the Company.
                  The Company began harvesting trees in April 1997 and commenced
                  sales during the year ended May 31, 1997.

                  The Jonasa Concessions - See Note 13 - 1998 Restatements
                  ----------------------
                  The  Company,  through  Equatorial,   entered  into  a  letter
                  agreement with Madeira Intex, S.A, ("Madeira") whereby Madeira
                  agreed  to  assign  its  rights  in  and  to a  Joint  Venture
                  Agreement   which  Madeira  had  entered  into  in  1984  with
                  Companhia  Agropecuaria  do Rio Jabuti  ("Jonasa").  The Joint
                  Venture  Agreement  required  Jonasa to assign to Madeira  the
                  exclusive  rights to extract and market all lumber licensed by
                  the  appropriate  Brazilian  authorities  for export.  All the
                  various  agreements  were  integrated  into  an  Agreement  to
                  Jointly  Develop  Timber  Properties.  Under  this  agreement,
                  Jonasa has granted to Equatorial the properties comprising the
                  Jonasa Concessions. In consideration of this grant, Equatorial
                  has agreed to pay to Jonasa 50% of the net  proceeds  received
                  on the sale of all timber and related  products  produced  and
                  sold pursuant to the agreement.  During the year ended May 31,
                  1998, the Company temporarily  suspended  harvesting of timber
                  under this agreement.  The Company has decided to harvest from
                  the Terranorte Concessions and Tropical Woods Concessions. See
                  Jonasa Concessions in Note 7 - Commitments and Contingencies.


<PAGE>    F-14
                                      F-14

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 2 -      PROPERTIES AND EQUIPMENT (continued)

                  Terranorte Concessions
                  ----------------------
                  On May 30,  1997,  Equatorial  entered  into an  Agreement  to
                  Harvest Timber and Develop Timber  Properties  with Terranorte
                  S.A.  ("Terranorte").  Terranorte  granted to  Equatorial  the
                  exclusive  right to either  harvest  the timber or to purchase
                  certain  species of logs  extracted by  Terranorte  located on
                  approximately 490,000 hectares of timber property located near
                  the town of Moju, Para, Brazil. In June 1997, Equatorial began
                  harvesting  operations  employing its own crews and purchasing
                  harvested logs from Terranorte.

                  Sao Miguel Sawmill
                  ------------------
                  On May 30,  1997,  Equatorial  and  Jonasa  Madeiras  Limitada
                  ("Jonasa  Madeiras")  entered  into an  Agreement  to  Acquire
                  Sawmill.  Under the terms of the  agreement,  Jonasa  Madeiras
                  agreed to convey all right,  title, and interest in and to the
                  sawmill  facility,  all  equipment  relating  to  the  sawmill
                  facility,  and 246 hectares of adjacent real property,  all of
                  which is located  near the town of Sao Miguel do Guama,  Para,
                  Brazil.  During  the year  ended  May 31,  1998,  the  Company
                  abandoned  the use of the sawmill and  extracted a majority of
                  the  assets   purchased  during  the  year.  The  Company  has
                  terminated  the  agreement  for  the use of the  sawmill,  and
                  charged the acquisition cost to expense for the year ended May
                  31, 1998.

                  Timberlands
                  -----------
                  In April  1998,  the  Company  entered  into an  agreement  to
                  acquire  title  to  land,  containing   approximately  292,598
                  hectares,  which  consists  of one large tract in the state of
                  Amazonas and several  smaller tracts in the state of Para. The
                  Company  acquired  title to the  property  for the issuance of
                  5,000,000  shares of the Company's  common  stock.  The shares
                  were valued at  $3,984,375  which  represents  the fair market
                  value of the stock at date of issuance. The shares were issued
                  as escrow shares contingent upon the stockholder's  completion
                  of  certain  financial  obligations  to the  Company  and  the
                  Company's  completion  of its due  diligence  as to the proper
                  conveyance of the deeds for the property.  The stockholder has
                  until October 7, 1998 to complete his financial  obligation to
                  the  Company  and the  Company  has until  October 22, 1998 to
                  complete its due diligence. Also, the Company has the right to
                  cancel the shares and rescind the  acquisition  any time prior
                  to  the  completion  of  its  due  diligence.   Also,  if  the
                  stockholder does not complete his financial  obligation to the
                  Company,  then the  Company  can  cancel  the  shares  and the
                  property remains with the Company.

                  Tapana (Tropical Woods) Sawmill
                  -------------------------------
                  In May 1998, the Company  entered into a lease agreement for a
                  sawmill,  located in Belem, Brazil which includes 3.6 hectares
                  of  property,  an  office  building,  a sawmill  with  related
                  equipment and a port for  unloading  and storage of logs.  The
                  lease is for a  minimum  of two  years.  Also,  the  agreement
                  provides  for  Tropical  Woods to  deliver a minimum  of 2,300
                  cubic meters of logs per month from their property, consisting
                  of 162,982  hectares.  The Company began operating the sawmill
                  in June 1998.

                  Domestic Mineral Properties - See Note 13 - 1998 Restatements
                  ---------------------------
                  The Company owns a 100% interest in mineral properties located
                  in the  Manhattan  Mining  District,  Nye County  Nevada  (the
                  Nevada  Properties).  The  Nevada  Properties  consist  of  28
                  patented (fee  ownership) and 65 unpatented  (deed  ownership)
                  mining  claims that include the  Whitecaps  Mine,  Union Mine,
                  Consolidated   Mine,   Earl   Mine,   Bath   Mine  and   other
                  miscellaneous mines and claims which cover approximately 1,800
                  acres.



<PAGE>    F-15
                                      F-15

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)

NOTE 2 -      PROPERTIES AND EQUIPMENT (continued)

                  In March 1997,  the Company  entered  into a Sale and Purchase
                  Agreement  with the former  owners of the  Nevada  Properties.
                  Under the terms of this latest  agreement,  the former  owners
                  agreed to sell to the Company  100% of their  interests in the
                  Nevada Properties for $375,000,  payable as follows:  $100,000
                  in March  1997 and the  balance  plus all  accrued  and unpaid
                  interest  (calculated  at the  rate  of  5.25%)  on or  before
                  February 6, 1999.  The Company paid the first  installment  of
                  $100,000 in March 1997 and paid the balance in June 1997.  See
                  Note 7 for discussion of a contingency regarding the ownership
                  of the property.  The  agreement  also  acknowledges  that the
                  Company is the only entity legally entitled to conduct mineral
                  operations  on  the  Nevada  Property.  The  Company  is  also
                  required  to pay all U.S.  Bureau of Land  Management  ("BLM")
                  annual  maintenance fees associated with the claims comprising
                  the Nevada  Property.  The Company is current with the fees to
                  the BLM.

                  Management of the Company is active in the supervision of work
                  taking  place,   plus  future   planning  of  all  aspects  of
                  operations.  The operating permits for the Manhattan Gold Mine
                  were issued to the Company by the State of Nevada during April
                  1996.  The  Company  negotiated  an  agreement  with  Harrison
                  Western Mining and Construction  Company  ("Harrison") for the
                  beginning of  production  in July 1996.  The work was begun in
                  July 1996 and  included  placement  of mine shops and  support
                  facilities;  mining in the  existing  workings of the mine and
                  extension  of the  existing  decline  from its end location of
                  1,200  linear  feet from the  surface to the White Caps Level.
                  Underground  flooding  and  caving  of  the  existing  decline
                  required an alternate  access way and a new decline was driven
                  from  approximately  800  feet on the  existing  decline.  The
                  development  activities  with  Harrison have been ceased as of
                  May 31, 1998 because of depressed  gold prices and the Company
                  lacks the  capital  requirements  and they are in  arbitration
                  (see Note 7) relating to a dispute with Harrison.

                  On November 25, 1997,  the Company  entered into a non-binding
                  letter of intent with Royal Gold relating to  exploration  and
                  development efforts on its Nevada Property. Under terms of the
                  letter of intent,  Royal Gold was granted an exclusive  option
                  to explore,  develop and purchase all of the  interests  which
                  are  or may  be  controlled  by  the  Company  on  the  Nevada
                  Property. The renewable three year agreement provides that the
                  Company will retain a 4% net smelter  returns royalty and also
                  will reserve the right to continue with the development of its
                  under ground mining  opportunity  at the White Caps  location.
                  Royal  Gold has the  option to  acquire  all of the  Company's
                  interests in the property for $5,000,000.  The agreement would
                  continue  indefinitely  to  the  extent  that  Royal  Gold  is
                  achieving production in commercial quantities or is engaged in
                  reclamation.

                  For the year ended May 31, 1997,  the Company has performed an
                  assessment of the  recoverability of the carrying value of its
                  domestic  mineral  properties  and has provided an  impairment
                  write-down against this property as explained in Note 11.


<PAGE>    F-16
                                      F-16

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 2 -      PROPERTIES AND EQUIPMENT (continued)

                  Indonesia Mineral Properties
                  ----------------------------
                  The Company has made certain  acquisitions in Indonesia during
                  the year ended May 31, 1997:

                  On August 19, 1996,  the Company  entered into an agreement to
                  acquire a 51% interest in a metals/minerals mining property in
                  Kalimantan, Indonesia (Sopang Gold Concession).  Consideration
                  for the purchase  consisted of 400,000 shares of the Company's
                  common  stock due upon the  signing  of the  agreement  and an
                  additional   4,000,000  shares  to  be  released  only  if  an
                  independent valuation of the property exceeds $12,000,000. The
                  Company  issued  shares and has valued the  400,000  shares at
                  $1,200,000  based  upon the $3 market  price of the  Company's
                  common shares at the time.

                  The Sopang  Gold  Concessions  ("Sopang")  consists  of 16,480
                  hectares and is held under Indonesian title as a KP, a form of
                  Indonesian  citizen ownership with a joint venture  agreement.
                  The concession is located in southeast Kalimantan.  Because of
                  the lack of major  infrastructure  in the area,  initial  work
                  will be limited to surface trenching and geochemical sampling.
                  The Company has not  initiated  any  material  exploration  or
                  development activities as of May 31, 1998.

                  The West  Kalimantan  Gold Project ("West  Kalimantan")  is 75
                  kilometers  south  of  the  Sarawak  region  of  Malaysia  and
                  contains  62  hectares  with the  intent to expand to at least
                  2,000  hectares.  The Project is held under a KP title, a form
                  of  Indonesian  citizen  ownership  in joint  venture with the
                  Company. Access to the property is by road and motorized canoe
                  for initial  field work and  helicopter  support for  advanced
                  exploration  activities.  Infrastructure  is  limited  but the
                  proximity  to the west  coast  of  Kalimantan  and low  relief
                  terrain  indicates  no unusual  development  problems  will be
                  encountered.   Following  a  survey  and   additional   ground
                  sampling,  supervised by Behre,  Dolbear & Company,  Inc., key
                  core  drill  targets  were  identified  from  pitting  showing
                  anomalous gold values, but as of May 31, 1998, the Company has
                  not initiated the drilling or development activities.

                  The Cepa Coal Project  ("Cepa") in East  Kalimantan  covers an
                  area of  approximately  286,000  hectares and is held in three
                  concessions  as Contracts of Work  ("COW's").  Initial work on
                  the property will include reasonable expansion of ownership to
                  include promising additional property containing similar coal.

                  During  the year  ended May 31,  1998,  the  concessions  were
                  expanded  to include the Mecfa Coal  Property.  The Mecfa Coal
                  Property is comprised of three blocks of land totaling  39,770
                  hectares  which have a COW. The  property is  currently  being
                  reviewed by potential joint venture partners.

                  The West  Kalimantan  and Cepa  projects,  collectively,  were
                  acquired in January 1997 for 200,000 common shares issued upon
                  signing of the agreement and an additional 3,800,000 shares to
                  be released only if an  independent  valuation of the property
                  exceeds $40,000,000. The Company has valued the 200,000 shares
                  at $1,400,000 based upon the $10 market price of the Company's
                  common shares at the time,  discounted  30% for the restricted
                  nature of and the thin market for the shares.
<PAGE>    F-17
                                      F-17

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)

NOTE 2 -      PROPERTIES AND EQUIPMENT (continued)

                  The Company owns the  interests  it acquired  with the 600,000
                  shares   issued  as   explained   above.   The   Company   has
                  contractually   acquired  the  rights  to  obtain  controlling
                  interests in five  additional  gold  concessions in Indonesia.
                  The  Company  is  currently   reviewing  these  properties  to
                  determine an applicable acquisition structure.

                  For the year ended May 31, 1997,  the Company has performed an
                  assessment of the  recoverability of the carrying value of its
                  Indonesia  mineral  properties  and has provided an impairment
                  write-down  against this property as explained in Note 11. For
                  the  year  ended  May 31,  1998,  the  Company  has  taken  an
                  impairment   write-down   for  the  Sopang   Gold   Concession
                  acquisition cost of $1,200,000.  Based on the current analysis
                  of the property and its underlying minerals, the Company could
                  not  substantiate  that future  operations  would provide cash
                  flows to  recover  the  acquisition  cost.  The  Company  will
                  expense, as incurred,  future development and exploration cost
                  until the  Company can  determine  the  property's  proven and
                  probable mineral reserves.


NOTE 3 -      CONVERTIBLE NOTES PAYABLE STOCKHOLDERS - SECURED BY COMMON STOCK

                  As of May 31, 1998 the Company has  $1,366,075  due to various
                  stockholders.  The principal and accrued interest,  at 10% per
                  annum,  are due within a one year period from date of advance.
                  Each  note is  secured  by a  certain  number of shares of the
                  Company's  common  stock.  The  number of  shares,  which were
                  issued on the date of the advance,  is  determined by dividing
                  the principal  amount by the fair market value of the stock on
                  the date of advance. If the Company does not repay the note on
                  the due date, the principal and unpaid  interest are converted
                  to common stock. For the year ended May 31, 1997 and 1998, the
                  Company issued 0 and 2,741,698  shares,  respectively,  of the
                  Company's common stock to secure the loans, and 0 and 355,000,
                  respectively,  of the  shares  have been  converted  to equity
                  leaving  2,386,698  shares  outstanding  as collateral for the
                  debt at May 31, 1998.

NOTE 4 -      NOTE PAYABLE TO OFFICER

                  During the Year  ended May 31,  1998,  the COO of the  Company
                  advanced   $718,000  to  the   Company  for  working   capital
                  requirements.  The note bears interest at 8% per annum and all
                  principal and accrued interest is due September 1998.

<PAGE>    F-18
                                      F-18


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 5 -      LONG-TERM DEBT AND NOTES PAYABLE

                  Notes payable to  stockholders  of $522,950 accrue interest at
                  the  rate  of  9%,  are  due  on  demand and are guaranteed by
                  certain Company officers.

                  As of May 31, 1998, long-term debt consisted of:

                   Note payable to stockholder, interest imputed
                   at 9%, payable $1,000 per month until April 2001  $    40,646

                   Note payable to stockholder at $2,000 per
                   month, including interest at 9%                        35,895
                                                                     -----------
                                                                          76,541
                  Current portion                                         32,214
                                                                     -----------
                  Long-term debt                                     $    44,327
                                                                     ===========

                  Maturities of long-term  debt principal are as follows for the
                  years ending May 31:

                  1999                                               $    32,214
                  2000                                                    23,992
                  2001                                                    15,533
                  2002                                                     4,802
                                                                    ------------
                                                                     $    76,541


NOTE 6 -      CONVERTIBLE DEBENTURES

                  In April and July 1997, the Company entered into  Subscription
                  Agreements  related to two negotiated  private placements (the
                  "Debentures").  These  transactions were made in reliance upon
                  the exemption  from  registration  afforded by Section 4(2) of
                  the Securities Act of 1933. As a result, the Company issued an
                  aggregate  of  $3,500,000  of 8%  Senior  Secured  Convertible
                  Debentures  due March 31,  2000 and July 1, 2000 for the April
                  ($2,000,000) and July ($1,500,000) offerings, respectively.

                  The  Debentures  may be converted into shares of the Company's
                  Common  Stock at any time  commencing  June 2, 1997 at a price
                  equal  to the  lesser  of  seventy-five  percent  (75%) of the
                  closing  bid price of the Common  Stock on the  closing  date;
                  seventy-five  percent  (75%) of the  closing  bid price of the
                  Common Stock on the day prior to the funding of any subsequent
                  funding; or seventy-five  percent (75%) of the average closing
                  bid price for the five trading days immediately  preceding the
                  actual date of conversion of the  Debentures.  With respect to
                  the April 1997 funding, if conversion is made after August 16,
                  1997,  the conversion  price will be seventy-two  and one-half
                  percent (72.5%) of the  above-referenced  valuation standards.
                  The Company has  recorded  $666,666 and $500,000 for the years
                  ended May 31, 1997 and 1998, respectively,  deferred financing
                  charges for the differences  between the conversion  price and
                  the  fair  market  value  of the  stock  at the  date  of each
                  funding.  The discount is being amortized over the life of the
                  debentures.

<PAGE>    F-19
                                      F-19

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 6 -      CONVERTIBLE DEBENTURES (continued)

                  The Company was required to use its "best  efforts" to cause a
                  Registration   Statement  with  the  Securities  and  Exchange
                  Commission to become effective.  If the Registration Statement
                  did not become  effective  within 120 days of each  respective
                  funding,  the Company is required  to pay  liquidated  damages
                  equal to two  percent  (2%) of the  Debentures  for the  first
                  thirty days and three percent (3%) per month  thereafter until
                  the Registration  Statement  becomes  effective.  For the year
                  ended May 31,  1998,  the  Company  has  incurred  $717,636 of
                  liquidating  damages of which  $409,500 has been  converted to
                  289,426 shares of the Company's common stock.

                  With  regard  to  the  April  1997  funding,  until  at  least
                  seventy-five percent (75%) of the Debentures are converted,  a
                  deed of trust on the Nevada Property and a pledge of 1,000,000
                  shares of Common  Stock will  secure the  Debentures.  No such
                  security is given on the Debentures issued in July 1997.

                  The Company  has issued  warrants  to the  Subscribers  of the
                  April and July  offerings.  Regarding the  Subscribers  of the
                  April  offering,  the Company has granted 62,500 warrants with
                  an exercise  price of $8 per share and an  expiration  date of
                  April  16,  2002.  Regarding  Subscribers  of  the  July  1997
                  offering,  the  Company has granted  75,250  warrants  with an
                  exercise  price of $6.75 per share and an  expiration  date of
                  July 16, 2002.  The exercise price is subject to adjustment to
                  account for payments of dividends, stock splits, reverse stock
                  splits, and similar events. See Note 7 - "Legal Proceedings."


NOTE 7 -      COMMITMENT AND CONTINGENCIES

                  Leases
                  ------
                  The Company's  Brazilian  operation leases  approximately  3.6
                  hectares of property and a related  sawmill through May, 2000.
                  The future  minimum lease  payments are $153,000 for each year
                  ending May 31, 1999 and 2000. Rent expense amounted to $27,181
                  and  $20,726  for the  years  ended  May 31,  1997  and  1998,
                  respectively.


                  Securities and Exchange Commission
                  ----------------------------------
                  In fiscal 1994,  the Company  entered into a consent  judgment
                  with the  Securities  and  Exchange  Commission  following  an
                  investigation into the Company's business activities.

                  In  connection  with the  judgment,  the Company  received the
                  following  "Stipulation  Regarding  Resolution of  Outstanding
                  Issues" from the Commission  closing out the investigation and
                  all related issues:

                     "Whereas  the  disposition  of  funds  analysis   conducted
                     pursuant to the Judgment of Permanent  Injunction and Other
                     Relief   against    Defendant   Terra   Natural   Resources
                     Corporation  entered  on  August 3,  1993 has  revealed  no
                     ill-gotten gains received by any defendant, the undersigned
                     parties  hereby  stipulate that all  outstanding  issues in
                     this action have been resolved, including disgorgement, and
                     that  the  judgment  entered  against  the  defendants  are
                     final."

<PAGE>    F-20
                                      F-20

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (continued)

                  The entry of the  judgment may impose  certain  burdens on the
                  Company  with  respect  to its  future  activities.  The  more
                  significant of such burdens are as follows:

                  (i) The Company may not be able to utilize the exemptions from
                      registration  available  under  Regulation A and  Rule 701
                      under the 1933 Act.

                  (ii)The  Company  may  not be  able  to  rely  on the  private
                      placement  exemptions provided in various state securities
                      laws in  connection  with the offer and sale of securities
                      in a  transaction  which  qualifies  as an exempt  sale of
                      securities under the 1933 Securities Act.

                  In such case,  the  Company  would be  required to qualify the
                  transaction  under the state securities laws, which may not be
                  available.  This qualification would increase the cost of, and
                  extend the time for  completing,  such  private  placement  of
                  securities.

                  Commissions
                  -----------
                  During May 1997, the Company agreed to pay two shareholders an
                  aggregate  of  3%  of  the  "net  profits"  of  the  Company's
                  Brazilian operations. For the year ended May 31, 1997 and 1998
                  no commissions were paid.

                  Legal Proceedings
                  -----------------
                  During  November  1996,  the Company filed a lawsuit in Nevada
                  against  its  former  joint  venturer  partners  in the Nevada
                  Properties ("the Harvey Entities").  The complaint  originally
                  alleged, among other things, that the Harvey Entities breached
                  their  obligations  under  various  agreements.  The action as
                  amended seeks damages of  approximately  $4,000,000  resulting
                  from  the  actions  and  inactions  of  the  defendants.  In a
                  counterclaim,   the   defendants  are  seeking  an  injunction
                  preventing the Company from conducting  activities  related to
                  the mine and punitive damages and other financial relief based
                  on breach of contract and other causes of action.

                  The  Company  subsequently  amended its  complaint,  seeking a
                  judicial  determination  that the Joint Venture  Agreement was
                  null and void and a  determination  that the  Harvey  Entities
                  have forfeited all interest in the Nevada properties.  After a
                  hearing  in  September  1997,  the court  refused  to issue an
                  injunction against the Company.  Pursuant to stipulation,  the
                  parties  have  agreed  not to  interfere  with  one  another's
                  operations on the Nevada Properties. Additionally, the Company
                  has agreed not to further encumber the Nevada property pending
                  trial.

                  If the Company is successful in obtaining specific performance
                  of the agreement  alleged in the Action,  it will  effectively
                  continue to own or control an undivided  100%  interest in the
                  Nevada   property.   Regardless  of  whether  the  Company  is
                  successful  in the Action,  it will continue to own at least a
                  50% undivided  interest in the Nevada  Properties by virtue of
                  its contractual rights.

<PAGE>    F-21
                                      F-21

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (continued)

                  In June 1996,  the  Company  entered  into an  agreement  with
                  Harrison  Western  Construction  Corporation  ("Harrison")  to
                  perform  contract mine  development  services on the Company's
                  Nevada Properties.  In October 1997, these services ceased and
                  a  dispute  arose  between  the  parties.  The  scope  of work
                  estimated  at  the  time  of  commencement  was  approximately
                  $600,000 as  projected  by  Harrison.  At  termination  of the
                  agreement,  Harrison  reportedly  furnished a total  amount of
                  services  and  materials  totaling  approximately   $1,684,000
                  without  completion  of the  objectives  for which the parties
                  entered into the  agreement.  The Company  paid  approximately
                  $1,155,000,  in 1997, in cash to Harrison and in November 1996
                  issued  100,000  shares of the  Company's  stock in payment of
                  $250,000  of  services.  In July 1997,  an  additional  65,000
                  shares were issued to  Harrison as  collateral  for any unpaid
                  and  owing  amounts.  Subsequent  to  the  termination  of the
                  agreement,  Harrison filed a mechanic's and materialman's lien
                  in the amount of $482,749 on the Company's  Nevada property in
                  January 1998.  This filing was, in the opinion of the Company,
                  in direct  violation  of  specific  clauses  contained  in the
                  agreement between the parties.


                  In support of its lien,  Harrison filed a lawsuit in July 1998
                  in Federal  District  Court in  Nevada.  In August  1998,  the
                  Company was granted a motion to stay the proceedings and enter
                  arbitration.  The parties  have been  ordered to report to the
                  Federal   District   Court  the  status  of  the   arbitration
                  proceedings  on or  before  November  30,  1998.  The  Company
                  believes that any  arbitration  agreement or damages would not
                  have a material impact on the Company's financial statements.

                  In July 1998,  the Company and  several  stockholders  filed a
                  lawsuit,  in United  States  District  Court  for the  Central
                  District of  California  against its  Debenture  holders.  The
                  lawsuit  contends that the defendants  violated  Section 10(b)
                  and 13(g) of the Securities  Exchange Act,  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.  The
                  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.

                  In July 1998,  the  Company  and  certain  board  members  and
                  officers of the Company were named as  defendants  in lawsuits
                  filed by certain debenture holders.  Each suit claims that the
                  defendants   breached  certain   debentures  and  subscription
                  agreements  and failed to file a  registration  statement with
                  the Securities and Exchange Commission.  Also, the suits claim
                  that the  defendants  were in violation  of Section  10(b) and
                  20(a) of the  Securities  and  Exchange  Act.  The Company and
                  other   defendants   deny  any  wrong  doings  and  intend  to
                  vigorously  defend  both these  lawsuits.  The impact of these
                  lawsuits on the  Company's  financial  position or  operations
                  cannot be determined presently.

<PAGE>    F-22
                                      F-22

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (continued)

                  Jonasa Agreement - See Note 13 - 1998 Restatements
                  ----------------
                  In  February  1998,  a dispute  arose  between  the  Company's
                  subsidiary,  Equatorial and Jonasa.  In addition,  the Company
                  had been considering transferring its operations closer to the
                  principal  port  in the  area,  Belem,  to  sell  more  of its
                  products for export, and consolidating its operations with the
                  administration  of  its  Brazilian  operations.  As a  result,
                  Equatorial and Jonasa entered into a compromise and settlement
                  agreement which resulted in the removal of  substantially  all
                  equipment  from  the  Sao  Miguel  sawmill  facility  and  the
                  abandonment  of its  operations  in Sao  Miguel.  Given  these
                  events,  the legality of the Jonasa Timber Concession could be
                  contested by Jonasa.  However,  the Company  believes any such
                  actions by Jonasa would be  defendable by the Company and that
                  the Concession is still valid.

                  Regulations
                  -----------
                  The  Company's  mining  operations,   exploration  and  timber
                  activities are subject to various foreign,  federal, state and
                  local  laws  and  regulations   governing  protection  of  the
                  environment.  These laws are  continually  changing  and, as a
                  general  matter,  are becoming  more  restrictive.  Management
                  believes that the Company is in material  compliance  with all
                  applicable laws and regulations.

                  Investment Agreement
                  --------------------
                  During the year ended May 31, 1998,  the Company  entered into
                  an agreement for an investor to purchase up to  $14,000,000 of
                  the  Company's  common stock over a period of three years from
                  March 28, 1998.  The  principal  terms of the agreement are as
                  follows:

                  -  The sale of the Company's common stock to the investor will
                     be in the form of a Put  Notice in which the  Company  will
                     designate  the dollar  amount of shares to be  purchased by
                     the investor. Each Put Notice must be in an amount not less
                     than $50,000.  The number of shares to be issued under each
                     Put  Notice  shall be an  amount  equal  to the Put  amount
                     divided by 78% of the lowest sale price of the common stock
                     as listed on the principal  exchange during the ten trading
                     days prior to the Put Notice.

                  -  The Company may not issue a Put Notice if  a)trading of the
                     Company's  common stock is  suspended  or  delisted,  b)the
                     closing  price of the  Company's  common stock is less than
                     $.25 per share,  c)a registration  statement,  covering the
                     shares,  is not  effective or is subject to a stop order or
                     is otherwise suspended,  d)the Dow Jones Industrial Average
                     has dropped more than 3% within the preceding five business
                     days,  or e)the common stock is not then  registered  under
                     the Exchange Act.

                  -  Also,  with the  issuance of the shares the  investor is to
                     receive common stock purchase  warrants to purchase  shares
                     of the Company's  common  stock.  Each warrant shall be for
                     the  purchase  of shares  in an amount  equal to 12% of the
                     number  of shares of  common  stock  purchased  and with an
                     exercise  price of equal to 94% of the average  closing bid
                     price for the  Company's  common  stock on the exchange for
                     ten trading days prior to the Put Notice. The warrant shall
                     be exercisable for a five-year period.

<PAGE>    F-23
                                      F-23
                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (continued)

                  -   To the  extent  that the  Company  has not  delivered  Put
                      Notices  to the  investor  on or before  one year from the
                      date of the agreement in an aggregate  dollar amount equal
                      to the  lessor of  a)$4,666,667  or b)the  maximum  dollar
                      amount with  respect to which Put Notices  could have been
                      delivered  prior to such date, then any warrants that have
                      not been issued had such Put Notices been delivered  shall
                      be issued.  The exercise  price of the  warrants  shall be
                      equal to 94% of the  average  closing  bid  price  for the
                      Company's  common  stock on the  exchange  during  the ten
                      trading days prior to the one year anniversary.

                  -  To the  extent  that  the  Company  has not  delivered  Put
                     Notices  to the  investor  on or before  two years from the
                     date of the agreements in an aggregate  dollar amount equal
                     to the  lessor  of  a)$9,333,332  or b)the  maximum  dollar
                     amount with  respect to which Put  Notices  could have been
                     delivered  prior to such date,  then any warrants that have
                     not been issued had such Put Notices been  delivered  shall
                     be issued.  The  exercise  price of the  warrants  shall be
                     equal  to 94% of the  average  closing  bid  price  for the
                     Company's  common  stock  on the  exchange  during  the ten
                     trading days prior to the two year anniversary.

                  -  To the  extent  that  the  Company  has not  delivered  Put
                     Notices to the investor on or before the termination of the
                     agreement   in  an   aggregate   dollar   amount  equal  to
                     $14,000,000  or b)the maximum dollar amount with respect to
                     which Put Notices could have been  delivered  prior to such
                     date,  then any warrants  which have not been  delivered to
                     the  investor  which  would  have been  issued had such Put
                     Notices been delivered shall be issued.  The exercise price
                     of the  warrants  shall  be  equal  to  94% of the  average
                     closing  bid price for the  Company's  common  stock on the
                     exchange   during  the  ten  trading   days  prior  to  the
                     termination date.

NOTE 8 -      STOCKHOLDERS' EQUITY

                  Preferred Stock
                  ---------------
                  The Company is  authorized  to issue  up to 250,000  shares of
                  Preferred  Stock  with  a  par  value  of $1.00 per share. The
                  Preferred Stock may be issued from time to time in one or more
                  series.

                  In October 1995,  the Board of Directors  authorized  Series A
                  Preferred Stock ("Old Series A") for up to 250,000 shares. The
                  Old Series A holders  are  entitled to receive an 8% per annum
                  cumulative  dividend and a  liquidating  preference of $10 per
                  share. The holders of the Old Series A shall have the right to
                  convert each share of Series A into 10 shares of the Company's
                  common stock, for the period of issuance to December 31, 1997.
                  The Old Series A shares automatically  convert to 10 shares of
                  the  Company's  common  stock upon the earlier of December 31,
                  1997 or the Company  successful  completion of an IPO for more
                  than $5,000,000.

                  In January 1998, the Board of Directors  authorized a Series A
                  Preferred Stock ("New Series A") for up to 250,00 shares.  The
                  New Series A holders  are  entitled to receive an 8% per annum
                  cumulative   dividend   payable   December   31,  1998  and  a
                  liquidating  preference  of $3.50 per share.  The New Series A
                  shares  automatically  convert into one share of the Company's
                  common  stock on December 31,  1998.  Also,  each New Series A
                  share has a common stock purchase warrant entitled to purchase
                  two shares of the Company's common stock at $3.00 per share on
                  or before December 31, 1999.


<PAGE>    F-24
                                      F-24


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 8 -      STOCKHOLDERS' EQUITY (continued)

                  For the years ended May 31, 1996 and 1997,  the Company issued
                  132,510  and  95,809,  respectively,   of  Old  Series  A  for
                  aggregate  proceeds of $1,791,425.  As of May 31, 1998, 20,875
                  Old  Series  A  shares  have not  been  converted  which  have
                  cumulative  dividends  of  $35,172.  These  shares  are  being
                  converted as the holders present them for conversion.

                  In  December  1997,  the  Company   declared  a  dividend  for
                  shareholders  of record as of December 31, 1997.  The dividend
                  is to be paid in one New  Series A for each 100  shares of the
                  Company's  common stock.  As of May 31, 1998,  the Company has
                  issued approximately  155,539 New Series A shares of the total
                  to be issued of 167,789.

                  Common Stock
                  ------------
                  For the year ended May 31, 1997, the Company had the following
                  significant  common  stock  transactions   (see  Note  12  for
                  Subsequent Events):

                        -   Issued  120,000  common  shares to certain employees
                            for  services  rendered.  The Company has valued the
                            shares at $240,000 based upon the $2 market price of
                            the Company's common shares at the time.

                         -  Issued   100,000   common   shares  to  its   mining
                            contractor  in Nevada  to  settle a mining  contract
                            payable of  $250,000.  The shares were valued at the
                            amount of the payable settled. The fair value of the
                            shares  at the  time  was  approximately  $2.50  per
                            share.

                         -  Issued    1,087,133   common   shares   to   certain
                            shareholder creditors for the conversion of $410,626
                            in debt. The Company recorded a financing expense of
                            $677,000  (included  in general  and  administrative
                            expenses) for the excess of the fair market value of
                            the  shares  over the  amount of the debt.  The fair
                            market  value  was  determined  as the $1 per  share
                            price at which the Company was issuing its shares in
                            a private placement at the time.

                  For the year ended May 31, 1998, the Company had the following
                  significant common stock transactions:

                         -  Issued   814,378  shares  for  payment  of  services
                            rendered by employees  and  unrelated  parties.  The
                            shares  have  been  valued at  $1,553,170,  the fair
                            market value at the date of issuance.

                         -  Issued   338,302   shares   for   the conversion  of
                            convertible  debentures  for  $334,472 of discounted
                            principal.

                         -  Issued  2,280,199  shares for  the conversion of Old
                            Series A  Preferred  Stock for $207,444 of par value
                            and  $205,244 of  cumulative dividends.

                         -  Issued  289,426 shares for the payment of liquidated
                            damages of $409,500  associated with the convertible
                            debentures.


<PAGE>    F-25
                                      F-25

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 8 -      STOCKHOLDERS' EQUITY (continued)

                         -  Issued  5,000,000  shares  for  the  acquisition  of
                            timberlands  in  Brazil  for  $3,984,375,  the  fair
                            market  value of the stock at the date of  issuance.
                            The shares have been issued as escrow shares per the
                            Company's  purchase  contract.  The  shareholder  is
                            required to perform  certain  financial  obligations
                            prior to the  release  of the  shares  from  escrow.
                            Also,  the Company has to complete its due diligence
                            as to the  proper  conveyance  of the  deeds for the
                            land.  The Company has not  recorded the purchase as
                            an asset until the Stockholder's obligations and the
                            Company's due diligence  have been  completed.  (See
                            Note 2 - "Timberlands").

                         - Issued 2,743,698 shares as collateral for shareholder
                           notes of which $436,088 of principal and interest and
                           355,000 shares have converted to common stock for the
                           year ended May 31, 1998.

                         -  Issued   582,575   shares  for  the   conversion  of
                            shareholder notes and accrued interest for $772,289,
                            of which $436,088 represents  principal and interest
                            for shareholder  notes secured by common stock,  the
                            fair  market  value of the shares at the date of the
                            issuance of the notes.

                  Warrants
                  --------
                  During the year ended May 31,  1997,  warrants  were issued to
                  third  parties  for  an  aggregate  of  412,500   shares.   In
                  accordance with SFAS 123, the Company  expensed  $1,206,875 in
                  connection with these warrants.

                  During  the year  ended  May 31,  1998,  the  Company  had the
                  following significant issuances of warrants:

                     -   Issued to a shareholder for services  200,000  warrants
                         to purchase  the  Company's  common  stock at $2.50 per
                         share for a period from date of grant to May 2000.  The
                         Company  recognized  compensation  expense of $268,996,
                         the fair market value of the warrants at date of grant.

                     -   Issued for  services  350,000  warrants to purchase the
                         Company's  common stock at $4.06 per share for a period
                         from date of grant to June 2002. The Company recognized
                         compensation  expense of $10,000, the fair market value
                         of the services rendered.

                     -   Issued  167,789 warrants to purchase  two shares of the
                         Company's common  stock at $3.00 per share on or before
                         December  31, 1999 in association with the New Series A
                         shares.



<PAGE>    F-26
                                      F-26

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)


NOTE 8 -      STOCKHOLDERS' EQUITY (continued)


                  Stock Options
                  -------------
                  The Company has adopted only the disclosure provisions of SFAS
                  No. 123. It applies  Accounting  Principles  Bulletin  ("APB")
                  Opinion No. 25,  "Accounting  for Stock Issued to  Employess",
                  and related  interpretations  in  accounting  for its plan and
                  does not recognize  compensation  expense for its  stock-based
                  compensation   plan  other  than  for  restricted   stock  and
                  options/warrants  issued  to  outside  third  parties.  If the
                  Company had elected to recognize  compensation  expense  based
                  upon the fair  value at the grant  date for  awards  under its
                  plan consistent  with the  methodology  prescribed by SFAS No.
                  123, the  Company's net income and earnings per share would be
                  reduced to the proforma amounts indicated below:

                                             For The Years Ended,
                                             --------------------
                                                   May 31,
                                            1997                1998
                                         (Restated)           Restated
                                         ----------           --------
                  Net Loss
                     As Reported         $(6,535,952)        $(12,918,695)
                                         ============        ============
                     Proforma            $(6,584,802)        $(12,951,016)
                                         ============        ============

                  Basic Loss Per Share
                     As Reported         $(      .61)        $(     0.86)
                                         ============        ============
                     Proforma            $(      .62)        $(     0.87)
                                         ============        ============



                  These  proforma  amounts may not be  representative  of future
                  disclosures  because  they do not take  into  effect  proforma
                  compensation  expense  related to grants made before 1995. The
                  fair value of these options was estimated at the date of grant
                  using  the   Black-Scholes   option-pricing   model  with  the
                  following weighted-average assumptions for the years ended May
                  31, 1997 and 1998: dividend yields of 0% and 0%, respectively;
                  expected volatility of 44% and 129%,  respectively;  risk-free
                  interest rates of 6.63% and 5.74%, respectively;  and expected
                  life of 1.0 and 3.0 years, respectively.

                  The Black-Scholes option valuation model was developed for use
                  in estimating  the fair value of traded  options which have no
                  vesting restrictions and are fully transferable.  In addition,
                  option valuation models require the input of highly subjective
                  assumptions  including  the expected  stock price  volatility.
                  Because   the   Company's    employee   stock   options   have
                  characteristics  significantly  different from those of traded
                  options,   and  because   changes  in  the  subjective   input
                  assumptions can materially affect the fair value estimate,  in
                  management's  opinion,  the existing models do not necessarily
                  provide a  reliable  single  measure  of the fair value of its
                  employee stock options.


<PAGE>    F-27
                                      F-27


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 8 -      STOCKHOLDERS' EQUITY (continued)


The following  summarizes the stock option and warrant transactions (see Note 12
for Subsequent Events):
<TABLE>
<CAPTION>
                                                   Weighted                         Weighted
                                                   Average                          Average
                                Stock Options      Exercise           Other         Exercise
                                 Outstanding        Price           Warrants         Price
                                 -----------        -----           --------         -----
<S>                             <C>                <C>            <C>               <C>

Balance, May 31, 1996                230,000       $   1.00          125,000         $  2.50
  Granted                            150,000       $   1.70          387,500         $  3.81
  Exercised                               -                               -
  Canceled                                -                               -
                                    --------                        -------

Balance, May 31, 1997                380,000       $   1.70          512,500         $  3.49
  Granted                             50,000       $   1.00          793,039         $  3.80
  Exercised                               -                       (  100,000)        $  1.00
  Canceled                                -                               -
                                     -------                      ----------

Outstanding, May 31, 1998            430,000       $   1.70        1,205,539         $  3.90
                                     =======                       =========

Exercisable, May 31, 1997            380,000       $   1.70          512,500         $  3.49
                                     =======                       =========

Exercisable, May 31, 1998            430,000       $   1.70        1,205,539         $  3.90
                                    ========                       =========
</TABLE>

The weighted average remaining contractual lives of the options and warrants are
8.0 and 3.1 years, respectively, at May 31, 1998.












<PAGE>    F-28
                                      F-28


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 9 -      INCOME TAXES


                  The  Company  has  recorded  no income  tax  benefit,  nor has
                  deferred  taxes  in  any  year  due  to a net  operating  loss
                  carryforward amounting to approximately $25,000,000 at May 31,
                  1998, which will expire, if not utilized, starting 2002.

                  There are no  significant  temporary  differences  between the
                  Company's tax and financial bases.

                  Following  is  a reconciliation  between  income tax provision
                  (credit) and  the  amount that would  result from applying the
                  U. S. statutory rate to pretax income (loss):

                                                            May 31,
                                                 1997                   1998
                                              (Restated)             (Restated)
                                              ----------             ----------
                  Income Tax Credit at
                    Statutory Rate            $(1,430,000)          $(5,230,000)
                  Lack of Taxable Income
                    in Carryback Period         1,430,000             5,230,000
                                              -----------           -----------
                  Income Tax Provision        $         -           $         -
                                              ===========           ===========

                  Following are the  components  of the  Company's  deferred tax
                  asset   resulting   from  the   Company's  net operating  loss
                  carryforward  at each period:

                                                         May 31,
                                                 1997                   1998
                                              (Restated)             (Restated)
                                              ----------             ----------

                  Deferred Tax Asset          $5,300,000            $10,500,000
                  Valuation Allowance         (5,300,000)           (10,500,000)
                                              -----------           -----------
                  Net Deferred Tax Asset      $        -            $         -
                                              ===========           ===========






<PAGE>    F-29
                                      F-29

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 10 -  GEOGRAPHIC AND SEGMENT INFORMATION

             Geographic Information
             ----------------------
             Financial  data by  geographic  area  as of and for the  years
             ended May 31, 1997 and 1998 were as follows:
<TABLE>
<CAPTION>

                1997                                        Operating            Identifiable
             (Restated)                 Sales                   Loss                 Assets
             ----------            -------------           -------------           ----------
             <S>                    <C>                   <C>                    <C>
             United States                    -            $(5,823,572)          $ 3,661,472
             Indonesia -                                    (  318,165)            2,600,000
             Brazil                      287,148            (  221,236)            1,563,751
                                    -------------           -----------           -----------
                Total               $    287,148           $(6,362,973)          $ 7,825,223
                                    ============           ===========           ===========


                1998
             (Restated)
             ----------
             United States          $     41,740          $( 8,489,343)          $   471,899
             Indonesia -             (    13,110)          ( 1,200,000)            1,400,000
             Brazil                      515,951           ( 3,149,036)              877,947
                                    ------------            ----------           -----------
                Total               $    557,691          $(12,838,379)          $ 2,749,846
                                    ============          ============           ===========
</TABLE>


             Financial  data by segment as of and for the years  ending May
             31, 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
                1997
             (Restated)                 Timber                Mining               Total
             ----------             -------------          ------------          -----------
             <S>                    <C>                    <C>                   <C>
             Sales                  $    287,178           $         -           $   287,178
                                    ============           ============          ===========

             Operating Loss         $(   221,238)          $(2,379,049)          $(2,600,287)
             General Corporate
               Expenses                        -                     -            (3,786,165)
                                    ------------         --------------          -----------
             Net Loss               $(   221,238)          $(2,379,049)          $(6,386,452)
                                    ============           ============          ===========

             Identifiable Assets    $  1,563,751           $ 5,829,783           $ 7,393,534
             Corporate Assets                  -                     -               431,689
                                    ------------           -----------           -----------
             Total Assets           $  1,563,751           $ 5,829,783           $ 7,825,223
                                    ============           ===========           ===========

             Capital Expenditures   $    253,998           $         -           $   253,998
                                    ============           ===========           ===========

             Depreciation           $      5,500           $    18,431           $    23,931
                                    ============           ===========           ===========
</TABLE>




<PAGE>    F-30
                                      F-30

                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 10 - GEOGRAPHIC AND SEGMENT INFORMATION (continued)

<TABLE>
<CAPTION>
                1998
             (Restated)                 Timber                Mining              Total
             ----------             -------------          ------------        -----------
             <S>                    <C>                    <C>                 <C>
             Sales                  $    515,951           $    41,740         $    557,691
                                    ============           ============        ============

             Operating Loss         $(3,149,036)           $(5,904,388)        $( 9,053,424)
             General Corporate
               Expenses                       -                      -          ( 3,784,955)
                                    -----------            -----------         ------------
             Net Loss               $(3,149,036)           $(5,904,388)        $(12,838,379)
                                    ===========            ===========         ============

             Identifiable Assets    $   877,947            $ 1,400,000         $  2,277,947
             Corporate Assets                 -                      -              471,899
                                    -----------            -----------         ------------
             Total Assets           $   877,947            $ 1,400,000         $  2,749,846
                                    ===========            ===========         ============

             Capital Expenditures   $   320,702            $        -          $    320,702
             Corporate Expenditures           -                     -                12,739
                                    ------------           ----------          ------------
             Total Expenditures     $   320,702            $        -          $    333,441

             Depreciation           $    16,857            $        -          $     16,857
             Corporate Depreciation           -                     -                18,788
                                    ------------           ----------          ------------
                Total Depreciation  $    16,857           $        -           $     35,645
                                    ===========           ===========          ============
</TABLE>

             One customer accounted for approximately 20% of the Company's sales
             for the year ended May 31, 1997.

NOTE 11 -  RESTATEMENTS

               The Company has restated its  financial  statements  for the year
               ended May 31,  1997 to account  for the  rescission,  in December
               1997,  of a  $3,000,000  note  agreement  with an  officer of the
               Company's Brazilian subsidiary. The effect of the restatement was
               to decrease  long-term  debt and Brazilian  timber  concession by
               $2,596,729.

               As explained  in Note 2, the Company has  restated its  financial
               statements as of May 31, 1996 and for the year ended May 31, 1997
               to provide for impairment of its mineral properties in accordance
               with SFAS No. 121,  "Accounting  for the Impairment of Long-Lived
               Assets and for  Long-Lived  Assets to be Disposed of." The effect
               of the restatement was as follows:

                                         Increase (Decrease)
                            -------------------------------------------------
                                                                  Accumulated
           Period            Net Loss          Property             Deficit
         -------------      ----------        -----------          ----------
          May 31, 1997      $2,173,444        $(3,120,873)         $3,120,873
          May 31, 1996      $        -        $         -          $  947,429




<PAGE>    F-31
                                      F-31


                       TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)



NOTE 11 -     RESTATEMENTS (continued)

                  The  amounts as of May 31,  1996  relate  solely to the Nevada
                  property.  The 1997 amounts are as a result of the  impairment
                  of Nevada and Indonesia  (increase in net loss and decrease in
                  property):

                                             Nevada               Indonesia
                                             ------               ---------
                  May 31, 1997             $1,946,662              $226,782


NOTE 12 -     SUBSEQUENT EVENTS

                  Tropical Woods Concessions
                  --------------------------
                  In August 1998,  the Company  entered  into an agreement  with
                  Tropical Woods to harvest timber from 1,380 hectares, in Para,
                  Brazil, for a period of thirty years.

                  Stock Purchase Agreement
                  ------------------------
                  In September  1998, the Company  entered into a stock purchase
                  agreement  to  sell 5,500,000 shares  of  its common stock for
                  $500,000.

                  Simultaneously with the stock purchase agreement,  the Company
                  issued a stock  option for the  purchase  of up to  70,000,000
                  shares of the Company's  common stock at a price of $0.335 per
                  share and expiring in September 2005. However, at present, the
                  Company's Articles of Incorporation authorizes the issuance of
                  up to 50,000,000  shares of the Company's common stock. If the
                  Company does not gain  stockholders'  approval for an increase
                  in the number of authorized  shares, to allow for the exercise
                  of the  option,  then the  option  will be  cancelled.  If the
                  option is  cancelled,  the  purchaser may elect to rescind the
                  purchase agreement and receive a refund of the purchase price,
                  or  obtain  from  the  CEO  and COO  their  securities  of the
                  Company,  owned by them.  The option  holders  have planned to
                  transfer a portion of the  options  to the  Company's  CEO and
                  COO. While the number of options that may be  transferred  has
                  not  been  specified,  it  is  anticipated  that  it  will  be
                  material.

                  Also, the Company has agreed to use its best efforts to create
                  a class of  preferred  stock which  converts to the  Company's
                  common  stock,  on a  public  sale,  with  attributes  no less
                  favorable  than those  comprising  the shares of common  stock
                  purchased,  as stated  above.  The  preferred  stock will have
                  voting  rights to elect three  Directors,  and the Company has
                  the right to exchange the preferred stock for the common stock
                  acquired, as stated above.


NOTE 13 - 1998 RESTATEMENTS

               The Company has restated its  financial  statements as of May 31,
               1998 and for the year then ended to account for impairment of its
               Domestic Mineral Properties ("Nevada  Properties") and its Timber
               Concession ("Jonasa Concession") in accordance with SFAS No. 121.
               Subsequent to the previous issuance of the financial  statements,
               management  discovered  certain  circumstances  and  facts  which
               existed,   as  of  the  financial   statement   date,  that  were
               misinterpreted  when evaluating  whether the carrying  amounts of
               these two properties were recoverable, as follows:


<PAGE>    F-32
                                      F-32

                      TERRA NATURAL RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MAY 31, 1997 AND 1998 (Restated, see Note 13)

NOTE 13 -   1998 RESTATEMENTS (continued)

               -    For  the  Nevada   Properties,   management  was  unable  to
                    substantiate proven and probable reserves of extractable ore
                    sufficient to calculate the cash flows  required to evaluate
                    the recovery of the acquisition costs.

               -    For the  Jonasa  Concessions,  management  did not  properly
                    estimate  the costs  required  to  perfect  the title to the
                    property,   as  discussed  in  Note  7  -  Commitments   and
                    Contingencies,   and  the   additional   costs  required  to
                    transport the harvested timber to the Company's new sawmill,
                    Tropical Woods. Given these facts management  believes these
                    additional  costs would  prohibit the  Company's  continuing
                    involvement with this project.


               When  properly   applying  these   circumstances   and  facts  in
               accordance with SFAS 121, the Nevada Property  acquisition  costs
               of $2,936,000 and Jonasa Concession acquisition costs of $700,000
               were deemed to be  unrecoverable  and written off during the year
               ended May 31, 1998.




<PAGE>     30
                                       30

               8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE


Changes in Certifying Accountants
---------------------------------

    On July 7, 1998, the Company  hired Merdinger, Fruchter, Rosen & Corso, P.C.
as the Company's new independent auditors, replacing Jackson & Rhodes P.C. While
Jackson & Rhodes P.C. performed to the Company's  satisfaction,  the decision to
change accountants, which was approved by the Board of Directors of the Company,
was based in part on the fact that Merdinger,  Fruchter, Rosen & Corso, P.C. has
a Los Angeles office and is a larger firm than Jackson & Rhodes.

    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.



                                    PART III

        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

    The  Company's  Bylaws  authorize  the creation of the offices of President,
Treasurer (Chief Financial Officer), one or more Vice Presidents, Secretary, and
one or more  Assistant  Secretaries  and  Assistant  Treasurers  as the Board of
Directors  deems  proper.  The  Bylaws  also  provide  for not less  than  three
directors  and not more than seven  directors  who shall hold  office  until the
following  annual meeting of the  shareholders.  The Bylaws further provide that
the number of directors may be increased by the affirmative vote of the Board of
Directors or a majority in interest of the  shareholders at an annual or special
meeting.

    The executive officers and directors of the Company are as follows:

         Name                    Age                   Position
         ----                    ---                   --------
  Christopher D. Michaels         55     President and Chairman of the Board

  Jeffrey S. Kramer               44     Senior Vice President, Chief Financial
                                         Officer,
                                         Chief Operating Officer,
                                         Secretary-Treasurer, and Director

  Stanley J. Mohr                 62     Vice President of Shareholder Relations
                                         and Director

  Joe C. Rude III, M.D.           53     Director

  William E. Wilson               82     Director

  Lloyd S. Pantell                46     President of Terra Resources Brazil,
                                         Ltda.


<PAGE>    31
                                       31

     Christopher D. Michaels, Age 55, cofounded the Company in June 1986. He has
served as  President,  Chief  Executive  Officer and Chairman of the Board since
1986.  Mr.  Michaels is also a director,  President and Chairman of the Board of
Equatorial  Resources,  Ltd.  and the  Chairman  and a  director  of  Kalimantan
Resources,  Ltd.,  subsidiaries of the Company. Mr. Michaels received a bachelor
of arts degree from Alfred University  located in New York and after graduation,
took a post with the United States government overseas. Since 1980, Mr. Michaels
has acted in a sales and management  capacity in corporations  primarily engaged
in  mining  and  minerals  and  other   resources.   Mr.  Michaels  has  both  a
comprehensive background and experience in international relations and has spent
extensive  time,  both  nationally and  internationally,  at the various company
timber and mining locations.


     Jeffrey S. Kramer, Age 44, Senior Vice President,  Chief Financial Officer,
Secretary-Treasurer,  and Director,  has held these  positions  since 1989.  Mr.
Kramer  is  also a  director,  vice  president  and the  secretary-treasurer  of
Equatorial  Resources,  Ltd.  and a  director  and  the  secretary-treasurer  of
Kalimantan Resources,  Ltd. Mr. Kramer attended the City College of New York. He
has held  management  positions  with  Continental  Cafes.  As  Chief  Financial
Officer,  Mr.  Kramer's  responsibilities  include  business  affairs,  contract
administration,  public relations,  and broker and shareholder relations. He has
traveled both nationally and internationally on behalf of the company to conduct
contract negotiations and assist in the supervision of the Company's projects.

     Stanley J. Mohr, Age 62, Vice President of Shareholder Relations,  has been
with Nevada  Manhattan  Mining  since 1986 and a director  of the company  since
1992.  He is also a director of  Kalimantan  Resources,  Ltd.  Mr. Mohr has been
employed as a marketing executive with several mining and exploration  companies
and has gained  extensive  experience in many phases of operations in the mining
industry.

     Joe C. Rude III, Age 53, has been a Director  since April,  1995.  Dr. Rude
has been a shareholder of record since 1989 and has been an active member of the
Shareholders' Advisory Committee for several years representing  shareholders at
Directors meetings.  Dr. Rude is a graduate of the University of Texas at Austin
(pre-med.) and later from Southwestern  Medical School in Dallas, Texas in 1970.
From 1977 to 1995, he was associated  with Cobb Radiology  Associates,  Austell,
Georgia,  which merged with Quantum  Radiology in 1995. Since 1995, Dr. Rude has
been a diagnostic radiologist at Quantum Radiology.  Dr. Rude also is a co-owner
of the Ambulatory Care Center.

     William E. Wilson,  Age 82, was elected a director in April,  1998.  He has
been a  shareholder  of  record  since  1987  and  has  recently  served  on the
Shareholders' Advisory Committee representing shareholders at Board of directors
meetings.  Mr.  Wilson began his career in the insurance  industry in 1934.  Mr.
Wilson  joined  the  Army  Air  Corps in 1941,  serving  as a pilot  and  flying
instructor.  In 1945, he rejoined the Insurance agency as a partner. In 1952, he
was  recalled to active  duty and served  during the Korean  conflict  until his
release in 1954.  Mr. Wilson  retired from active reserve as a Lt. Col. In 1964.
He  purchased  his  own  insurance  agency  in  1954.  The  agency  was  sold to
Underwood-Anderson  &  Associates  in 1985;  however,  Mr.  Wilson  remained  an
associate agent until his retirement in 1996.  During his insurance  career,  he
was an active participant in civic affairs.  He has held insurance licenses plus
Real Estate Broker and Securities licenses (Florida).

     Lloyd  S.  Pantell,  Age  46,  has  been  the  President  of the  Company's
subsidiary,  Terra Resources Brazil, Ltda. ("Terra"),  since February, 1998. Mr.
Pantell is a graduate of the University of California at Los Angeles (B.A., 1973
Psychology) and later from Pepperdine  University School of Law (J.D., 1977) and
the  Georgetown  University  Law Center  (LL.M.,  1978).  From 1978 to 1980, Mr.
Pantell  served as staff  counsel to  McCulloch  Oil  Corporation,  Los Angeles,
California.  After that time,  Mr. Pantell was a private law  practitioner  with
emphasis in business law,  natural resource law, and securities until serving in
his present capacity with Terra.

<PAGE>    32
                                       32
REGULATORY PROCEEDINGS

    In May 1989,  the Company  received  notice that the Securities and Exchange
Commission (the  "Commission") had commenced an informal  investigation into the
Company's  compliance with the registration  and disclosure  requirements of the
Securities Act of 1933 (the " '33 Act") and the Securities  Exchange Act of 1934
(the " '34 Act"). Thereafter the Commission commenced an extensive review of the
Company's  books and  records  relating  to the  Company's  business  and mining
operations,  its capital  raising  activities,  and its financial  condition and
history.  Through  all  stages of the  investigation,  the  Company  voluntarily
cooperated with the Commission.

    On August 3, 1993,  the  Commission  and the Company agreed to terminate the
Commission's  investigation  by the  entry of a  consent  judgment  against  the
Company and certain of the Company's past and present key  employees.  These key
employees include Christopher D. Michaels,  Jeffrey Kramer and Stanley Mohr. The
terms and conditions of the consent judgment can be summarized as follows:

        1. The Company  neither  admitted  nor  denied  any  of  the allegations
    alleged by the Commission;

        2. The Company and its officers, agents, servants, employees, and others
    receiving actual notice of the consent  judgment are permanently  restrained
    and  enjoined  from  violating  section  5 of the '33  Act or  from  selling
    securities in interstate commerce unless and until a registration  statement
    is in effect or the security or transaction is exempt from the  registration
    provisions of the '33 Act and/or the '34 Act;

        3. The Company and its officers, agents, servants, employees, and others
    receiving actual notice of the consent  judgment are permanently  restrained
    from engaging in any transaction,  practice, or course of conduct, employing
    any course of  conduct,  or  obtaining  any money or property by means of an
    untrue  statement  of a material  fact,  or any omission to state a material
    fact,  necessary to make the statements  made in light of the  circumstances
    under which they were made not  misleading  in  violation  of the  antifraud
    provisions of the '33 Act and the '34 Act.

    As part of the  consent  judgment,  the  Company  was  required to engage an
independent  certified public accountant to conduct a full and complete analysis
of the  disposition  of all funds received by the Company from investors and, to
the extent so discovered, to disgorge all ill-gotten gains.


    On April 7, 1994,  in  response  to the audits  completed  by the  certified
public  accountant,  the Company and the  Commission  entered into a stipulation
regarding the  resolution of all  outstanding  issues which then existed,  which
stipulation  was entered as an order by the United States District Court for the
Central District of California.  Such stipulation  contained an  acknowledgement
that the Company and its executive  officers had received no ill-gotten gains as
a result  of prior  activities  by the  Company  in  offering  and  selling  its
securities,  and that the consent judgment resolved once and for all, all issues
raised by the  Commission as a result of the  Company's  prior  activities.  The
Company  and the persons  named in the formal  order of  investigation  were not
required to pay any fines or required to disgorge any monies previously received
by it in connection with its securities.

    On February 27, 1989, the Pennsylvania  Securities Commission issued a cease
and desist order against the Company and  Christopher  D.  Michaels,  Jeffrey S.
Kramer,  Stanley J. Mohr, and William  Michaels  prohibiting them from violating
Section 201 of the  Pennsylvania  Securities Act of 1972 relating to the sale of
unregistered "penny stocks."

<PAGE>    33
                                       33
SIGNIFICANT EMPLOYEES AND CONSULTANTS

Agreement with Gold King Mines Corporation
------------------------------------------

    On April 1, 1995, the Company entered into an Agreement with Gold King Mines
Corporation ("Gold King"), Denver,  Colorado. Under the terms of this Agreement,
Gold  King has  agreed  to  provide  the  services  of  William  R.  Wilson on a
consulting basis at the rate of $500 per day. The initial term of the consulting
agreement was through  December 31, 1995, and extended for one-year periods upon
mutual  agreement  between Gold King and the Company.  Gold King and the Company
have extended this consulting agreement for three years.

    Mr.  Wilson has  provided  various  services  to the Company  including  the
preparation of the Business Plan. Mr. Wilson possesses a professional  degree in
metallurgical  engineering from the Colorado School of Mines, Golden,  Colorado,
and has been awarded a Master's in Business  Administration  from the University
of Southern California,  Los Angeles,  California. In his more than thirty years
of  experience,  Mr.  Wilson has, for the past  fifteen  years served in various
seniority executive  capacities with engineering,  construction,  and consulting
firms,  many of such capacities as president or the chief  executive  officer of
mining companies operating in the United States and internationally.  Mr. Wilson
is the past chairman of the Colorado Mining Association and serves on the boards
of two publicly traded international resource companies.

    Mr. Wilson's primary  responsibility  to the Company has been and will be to
act as project  manager for the Nevada  Property  and to provide  technical  and
managerial consulting to the Company on the Indonesian Concessions.

Agreement with British Far East Holdings Ltd.
---------------------------------------------

    On April 30,  1997,  the Company  entered  into a financial  and  management
services  agreement  with British Far East  Holdings  Ltd.  ("BFE").  Under this
agreement,  BFE has agreed to provide the personal services of Arthur Lipper III
to the Company  for a period of  thirty-six  months to assist the  Company  with
respect to  financial  and business  matters.  The Company has agreed to pay BFE
$5,000 per month for the first  three  days of  service  and $1,000 per diem for
each  additional day of service  rendered by Mr. Lipper under the contract.  The
agreement  also grants to BFE  warrants to purchase up to 100,000  shares of the
Company's  Common Stock at one hundred  twenty  percent  (120%) of the April 30,
1997 market price of $5.75 per share (subject to adjustment for certain  events)
vesting at the rate of  thirty-three  and  one-third  percent (33 1/3%) per year
after the first twelve months of service.

Agreement with Eco-Rating International
---------------------------------------

    In order to better assure compliance with applicable Brazilian environmental
laws and regulations,  the Company has entered into an agreement with Eco-Rating
International,  Zurich,  Switzerland  ("Eco-Rating").  Under  the  terms  of the
agreement,   Eco-Rating   has  agreed  to  assist  in  the   development  of  an
"eco-efficiency model" designed to establish environmental management guidelines
for the Company's  operations  in Brazil.  It is the objective of the Company to
establish a  reputation  as a leader in the timber  industry in  environmentally
related  issues and to develop  its  properties  in a manner  best  designed  to
properly reclaim any areas harvested pursuant to its concessions.


      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  directors and executive  officers,  and persons who own more than
10% of the  Company's  Common  Stock to file with the  Securities  and  Exchange
Commission reports of ownership and of changes in beneficial ownership of Common
Stock and other equity securities of the Company and to provide the Company with
copies of such reports. To the Company's  knowledge,  based solely on its review
of the  copies of the forms  received  by it, or  written  representations  from
certain reporting  persons that no Forms 5 were required for those persons,  the
Company believes that for fiscal 1998 all reports were timely filed except three
late filings of Form 4 (which have now been made) by Joe C. Rude III, a director
of the Company.



<PAGE>    34
                                       34

                           10. EXECUTIVE COMPENSATION

Executive Compensation
----------------------

    The table set forth below identifies the compensation  paid to the Company's
executive  officers for the last three completed fiscal years (i.e. fiscal years
ending May 31, 1996; May 31, 1997; and May 31, 1998):
<TABLE>
<CAPTION>

                                                      SUMMARY COMPENSATION TABLE

                                                                                       Long Term Compensation
                                                                        ---------------------------------------------------
                                                                                Awards                      Payouts
                                 Annual Compensation                    ------------------------    ------------------------
                  ---------------------------------------------------   Restricted   Securities                     All
Name and                                              Other                Stock     Underlying       LTIP         Other
Principal                                             Annual              Award(s)     Optional/    Payouts     Compensation
Position          Year       Salary($)   Bonus($)  Compensation($)(1)       ($)        SARs(#)         ($)            ($)
----------       ------    -----------  ---------- -----------------    ----------- ------------  ------------   -----------
<S>              <C>       <C>          <C>        <C>                 <C>           <C>            <C>         <C>

Christopher
Michaels,        1998      $ 156,000       --            $5,408               --       10,000(2)       --             --
President        1997      $ 251,299       --            $6,264               --       10,000          --             --
and Chairman     1996      $ 100,449       --            $6,316        $ 225,000(3)    10,000          --             --
of the Board

Jeffrey          1998      $ 156,000       --            $6,056               --       10,000(2)       --             --
Kramer,          1997      $ 224,397       --            $8,080               --       10,000          --             --
Senior Vice      1996      $ 117,791       --            $7,658        $ 225,000(3)    10,000          --             --
President and
Director



Stanley Mohr,    1998      $91,000    $61,250(4)         $6,840               --       10,000(2)       --             --
Vice President   1997      $79,500         --            $5,875               --       10,000          --             --
And Director     1996      $78,214         --            $5,400               --       10,000          --             --
</TABLE>
------------
(1) The Company incurs the annual cost of health insurance for Messrs. Michaels,
    Kramer and Mohr and their respective dependents.

(2) The  Company  has  granted  stock  options  to all  members  of its board of
    directors  in the  amount of 10,000  shares  per full year of  service as an
    active  member of the board.  These  options may be  exercised  at $1.00 per
    share of Common Stock.  Options may not be exercised after the expiration of
    10 years  from the date of the grant and are  nontransferable  other than by
    inheritance.  As of the date of this Annual Report,  the Company has granted
    options aggregating 120,000 shares to Mr. Michaels, 90,000 shares to Mr.
    Kramer and 60,000 shares to Mr. Mohr.

(3)  The  Company  granted  Messrs.  Michaels  and Kramer the option to purchase
     900,000 shares of Common Stock each at an average price of $1.50 per share.
     These options were  exercised  during the year ended May 31, 1996, at which
     time the  Company's  board of  directors  agreed to issue these  shares for
     services rendered. The Company has valued these restricted securities to be
     worth twenty-five cents ($.25) per share.

(4)  The Company paid a bonus of 100,000 shares to Mr. Mohr for services  during
     1998. The Company has valued these  restricted  securities at 70% of market
     on May 31, 1998, or $.6125 per share.

<PAGE>    35
                                       35

OPTIONS AND STOCK APPRECIATION RIGHTS

    The table set forth below provides certain information concerning individual
grants of stock  options  and stock  appreciation  rights  (whether  granted  in
connection with stock options or as  "freestanding"  rights made during the last
fiscal year of the Company  ending May 31, 1998) to each of the named  executive
officers, directors, and/or others noted below:

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)
<TABLE>
<CAPTION>
                                                           % of Total
                                  Number of Securities    Options/SARs
                                  Underlying Options/      Granted to          Exercise
                                        SARS                Employees            or Base     Expiration
          Name                       Granted(4)           in Fiscal Year       Price($/Sh)      Date
          ----                       ----------           --------------       -----------      ----
<S>                               <C>                     <C>                  <C>           <C>

Christopher D. Michaels(1)...          10,000                   20%              $ 1.00      May 31, '06
Jeffrey S. Kramer(1).........          10,000                   20%              $ 1.00      May 31, '06
Stanley Mohr(1)..............          10,000                   20%              $ 1.00      May 31, '06
Joe Rude III(1)..............          10,000                   20%              $ 1.00      May 31, '06
Edna Pollack(2)..............          10,000                   20%              $ 1.00      May 31, `06
</TABLE>

---------------
(1)  The  Company  has  granted  stock  options  to all  members of its board of
     directors  pursuant to Stock Option  Agreements  executed at various times.
     Under the terms of these agreements, each director has been granted options
     to purchase  10,000  shares of Common  Stock per full year of service.  The
     exercise  price for such  options  is $1.00 per  share.  The years in which
     stock options were initially granted to each respective board member are as
     follows:  Christopher  Michaels,  1986; Jeffrey Kramer, 1989; Stanley Mohr,
     1993, Joe Rude' III, 1996 and Edna Pollack, 1996. In 1996, the Stock Option
     Agreements relating to Messrs.  Michaels,  Kramer and Mohr were extended so
     that they may be exercised  through May 31, 2006.  The remaining may not be
     exercised after the expiration of ten (10) years from the date of grant and
     are nontransferable other than by inheritance.


(2)  Ms. Pollack's term as director ended on April 17, 1998.


    The following table sets forth, on an aggregated basis,  certain information
with regard to Options and SAR Exercises  during the year ending May 31, 1998 by
each of the named executive officers:

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
                                               Number Of Unexercised    Value Of Unexercised
                                               Securities Underlying        In-The-Money
                                                   Options/SARS              Option/SARs
                    Shares Acquired              at May 31, 1998            At May 31, 1998
                       On Exercise    Value       Exercisable/               Exercisable/
       Name                (#)      Realized      Unexercisable             Unexercisable
       ----                ---      --------      -------------             -------------
<S>                 <C>             <C>        <C>                      <C>

Christopher D.
  Michaels                  0            0            120,000                    --
Jeffrey S. Kramer           0            0             90,000                    --
Stanley Mohr                0            0             60,000                    --
</TABLE>



DIRECTOR COMPENSATION

Director  compensation  in fiscal year ended May 31, 1998,  consisted  solely of
stock options  granted in the  quantities  and under the terms noted in footnote
(1) to the OPTIONS/SAR GRANTS IN LAST FISCAL YEAR table above.

<PAGE>    36
                                       36

       11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

    The following  table sets forth certain  information  as of August 14, 1998,
regarding the record and  beneficial  ownership of the Common Stock with respect
to: (i) any individual or group of affiliated  individuals or persons owning, of
record or beneficially,  five percent (5%) or more of the outstanding  shares of
the  Common  Stock;  (ii) the  amount of shares  of Common  Stock  owned by each
executive officer and director of the Company; and (iii) the number of shares of
Common Stock owned, of record or  beneficially,  by the directors of the Company
as a group.  Except  as  otherwise  indicated,  the  Company  believes  that the
beneficial owners listed below, based upon information  provided by such owners,
have sole voting and investment power with respect to such shares.


<TABLE>
<CAPTION>
                                           Amount and
                                            Nature of
 Title          Name and Address            Beneficial           Percent of
of Class       of Beneficial Owner             Owner              Class (1)
--------    ------------------------       ------------          ----------
<S>         <C>                           <C>                    <C>

(i)
Common      Roy Skluth                     5,000,000(2)           14.79%
            116 Avenue I
            Redondo Beach, CA  90277
(ii)
Common      Christopher D. Michaels          729,417(3)            2.16%
            5038 N. Parkway Calabasas
            Calabasas, CA 91320

Common      Jeffrey S. Kramer                770,000 (4)           2.28%
            5038 N. Parkway Calabasas
            Calabasas, CA 91320

Common      Stanley L. Mohr                  212,000 (5)            .63%
            5038 N. Parkway Calabasas
            Calabasas, CA  91320

Common      Joseph C. Rude' III, M.D.      3,256,230 (6)           9.629%
            3065 River N. Pkwy.
            Atlanta, Georgia  30328

Common      William E. Wilson                122,959                .36%
            1819 E. Brainard St.
            Pensacola, FL  32503
(iii)
Common      All Officers and               5,090,606 (7)          15.05%
            Directors as a Group
            (5 persons)
</TABLE>
------------
(1)  In addition to the  33,385,149  shares of Common  Stock  outstanding  as of
     August 14, 1998, the  percentages  noted in this column assume the issuance
     of 430,000 shares of Common Stock pursuant to various options  primarily to
     existing  management which may be issued in whole or in part within 60 days
     of the date of this Annual Report.

<PAGE>    37
                                       37

(2)  Should  Roy  Skluth  be  unable  to meet his  financial  obligation  to the
     Company,  as described elsewhere in this Annual Report, the Company will be
     able to retain the Timberlands and cancel these shares.  (See "Properties -
     Timberlands" in Part I of this Report.)

(3) Includes  options to purchase up to 120,000 shares of Common Stock which may
    be  exercised  in whole or in part within 60 days of the date of this Annual
    Report.

(4)  Includes  options to purchase up to 90,000 shares of Common Stock which may
     be  exercised in whole or in part within 60 days of the date of this Annual
     Report.

(5)  Includes  105,000 shares held in the name of Lomar Trust as well as options
     to purchase up to 60,000  shares of Common  Stock which may be exercised in
     whole or in part within 60 days of the date of this Annual Report.

(6)  Includes  shares owned by Carolyn Rude and Cobb  Radiology (an affiliate of
     Dr.  Rude) as well as options  to  purchase  up to 30,000  shares of Common
     Stock which may be exercised in whole or in part within 60 days of the date
     of this Annual Report.

(7)  Includes  options to purchase up to 330,000  shares of Common  Stock by all
     Directors  and  Officers as a group which may be  exercised  in whole or in
     part within 60 days of the date of this Annual Report.



               12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    During the last fiscal year the Company  entered into  certain  transactions
with Jeffrey S. Kramer, an officer and Director of the Company. Specifically, as
of August 14, 1998,  Mr.  Kramer has loaned the Company an aggregate of $718,000
which is evidenced by promissory  notes payable in his name (the  "Notes").  The
Notes are: payable in September 1998 and bear interest at the rate of 8.0%.

During the last fiscal year the Company entered into certain  transactions  with
Joe C. Rude, a Director of the Company,  and his wife,  Dr.  Carolyn Rude. As of
August 14, 1998,  Joe  Rude/Carolyn  Rude have loaned a total of $250,000 to the
Company  at  an  annual   interest   rate  of  10%,  some  of  which  loans  are
collateralized by common stock and made an additional  $95,000 investment in the
Company for which they received 1,500,000 shares.

During the last fiscal year, the Company paid  Christopher D. Michaels,  CEO and
Chairman, $45,000 of interest relating to loans in the prior fiscal year.


<PAGE>    38
                                       38

                      13. EXHIBITS AND REPORTS ON FORM 8-K


EXHIBIT
 NUMBER                DESCRIPTION OF EXHIBIT
---------            ---------------------------

3.(i)     Articles of Incorporation of Epic Enterprises, Ltd., Filed June 10,
          1985*

3.(ii)    Certificate   of  Amendment  to  Articles  of   Incorporation   of
          Epic Enterprises, Ltd., Filed September 11, 1987*

3.(iii)   Certificate  of  Amendment  to  Articles  of  Incorporation  of Nevada
          Manhattan Mining Incorporated Filed October 26, 1987*

3.(iv)    Certificate of Amendment of Articles of Incorporation of Nevada
          Manhattan Mining Incorporated Filed August 31, 1995*

3.(v)     Certificate of  Determination of Preferences of Series A Preferred
          Stock of Nevada Manhattan Mining Incorporated Filed October 25, 1995*

3.(vi)    Bylaws of Epic Enterprises, Ltd.*

3.(vii)   Memorandum and Articles of Association of Equatorial Resources, Ltd. +

3.(viii)  Memorandum and Articles of Association of Kalimantan Resources, Ltd. +

3.(ix)    Amended Certificate of Determination of Preferences of Series A
          Preferred Stock of Nevada Manhattan Incorporated Filed January 14,
          1998 ++

3.(x)     Certificate of Amendment of Articles of Incorporation of Terra Natural
          Resources Corporation Filed May 12, 1998

4.(i)     Pages 1, 3, 4, and 5 of the Bylaws of Epic Enterprises, Ltd.*

4.(ii)    Pages 1 through 9 of  Certificate  of  Determination  of  Preferences
          of Series A Preferred  Stock of Nevada  Manhattan  Mining Incorporated
          Filed October 25, 1995*

4.(iii)   Stock Options Issued to Directors+

4.(iv)    Subscription Agreement dated April 14, 1997 with Silenus Limited**

4.(v)     Warrant to  Purchase  Common  Stock**

4.(vi)    Deed of Trust in favor of Silenus Limited**

4.(vii)   Form of Debenture**

4.(viii)  Subscription  Agreement dated July 15, 1997****

4.(ix)    Warrants to Purchase Common  Stock****

4.(x)     Form of Debenture****

10.(i)    Mining Agreement Dated April 4, 1987*

10.(ii)   Amendment to Mining Agreement Dated December 9, 1987*

10.(iii)  Manhattan Mining Property Agreement Dated March 2, 1989*

10.(iv)   Corporation Quitclaim Deed Filed March 9, 1989*

10.(v)    Deed of Trust and Assignment of Rents Recorded March 9, 1989*

10.(vi)   Joint Venture Agreement Dated June 1993*

<PAGE>    39
                                       39
EXHIBIT
 NUMBER                DESCRIPTION OF EXHIBIT
---------            ---------------------------
10.(vii)  Letter Agreement Dated August 10, 1995*

10.(viii) Amendment to Joint Venture Agreement Dated October 20, 1995*

10.(ix)   Contract Between Nevada Manhattan Mining, Inc. and Harrison Western
          Construction Corp.*

10.(x)    Principles of Agreement Dated August 19, 1996, as amended***

10.(xi)   Employment Agreement Dated January 1,1995 with Christopher D.Michaels*

10.(xii)  Employment Agreement Dated January 1, 1995 with Jeffrey Kramer*

10.(xiii) Consulting Agreement with Gold King Mines Corporation Dated April 1,
          1995*

10.(xiv)  Consulting Services Agreement Dated October 7, 1996 with Behre
          Dolbear & Company,  Inc. *

10.(xviii)Letter Agreement dated April 23,1997 with British Far East Holding
          Ltd.**

10.(xix)  Addendum Agreement to Principles of Agreement+


10.(xx)   Acquisition Agreement by and between Sinkamas Agunbg Ltd. and
          Kalimantan Resources, Ltd. dated January 26, 1997+

10.(xxi)  Acquisition Agreement for Gold and Coal Concessions by and between
          Kalimas Jaya Ltd. and Kalimantan Resources, Ltd.+

10.(xxii) November 11, 1996 letter Agreement with Maderia Intex, S.A.
          International Exports+

10.(xxiii)Proposal for Sale and Purchase and Authorization for Exploration of
          Timber+

10.(xxiv) Eco-Rating Standard Agreement dated December 17, 1996+

10.(xxv)  Sale and Purchase Agreement dated February 6, 1997+

10.(xxvi) Agreement to Jointly Develop Timber Properties dated May 30, 1997****

10.(xxvii)Agreement to Acquire Sawmill dated May 30, 1997****

10.(xxviii)Agreement to Harvest Timber and Develop Harvest Properties****

10.(xxix)  Addendum to Contract for Extraction of Timber and Development of
           Timber Properties****

10.(xxx)   Term Sheet for Royal Gold/Nevada Manhattan Mining Agreement and
           Option to Purchase dated November 25, 1997#

10.(xxxi)  Cooperation Agreement with Metsa Timber dated March 3, 1998#

10.(xxxii) Agreement Re Acquisition of Timber Rights dated April 22, 1998#

10.(xxxiii)Addendum No. 1 to Agreement Re Acquisition of Timber Rights#

1.(xxxiv)  Addendum No. 2 to Agreement Re Acquisition of Timber Rights#

10.(xxxv)  Addendum No. 3 to Agreement Re Acquisition of Timber Rights#

10.(xxxvi) Investment Agreement with Bristol Asset Management, LLC. dated March
            27, 1998#

10.(xxxvii)Subscription Agreement with TiNV1, Inc. dated as of August 28, 1998#

10.(xxxviii)Agreement with TiNV1, Inc. dated as of August 28, 1998#

10.(xxxix) Option Agreement with TiNV1, Inc. dated as of August 28, 199#

10.(xl)    Letter Agreement with TiNV1, Inc. dated as of August 28, 1998#

16         Letter on Change in Certifying Accountant +++

21         Subsidiaries of Small Business Issuer#

<PAGE>    40
                                       40
EXHIBIT
 NUMBER                DESCRIPTION OF EXHIBIT
---------            ---------------------------
27        Financial Data Schedule

99.(i)    Business Plan Dated July 1995*

99.(ii)   Business Plan Dated January 1997+
------------------------------------------------------------------------------
+.        Filed with Form 10 Filed April 3, 1997 and as amended

++        Filed with Form 10-QSB for the quarterly period ended
          February 28, 1998

+++       Filed with 8-K Current Report dated July 7, 1998

*         Filed with Registration Statement on Form SB-2 on December 6, 1996
          (Registration No. 333-17423).

**        Filed with Registration Statement on Form SB-2 on May 28, 1997
          (Registration No. 333-27923).

***       Principles of  Agreement  in  original  form filed  with  Registration
          Statement on Form SB-2 on December 6, 1996. Amendment to this document
          filed  with  Registration  Statement  on Form  SB-2 on July  31,  1997
          (Registration No. 333-27923).

****      Filed with Registration Statement on Form SB-2 on July 31, 1997
          (Registration No. 333-27923).

#         Previously filed

REPORTS ON FORM 8-K

8-K Report dated March 31, 1998 to report the press release  issued on March 31,
1998 announcing that the Company has secured $14 million in equity  financing to
fund its timber operations in South America.


<PAGE>    41
                                       41

                                   SIGNATURES


    In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       NEVADA MANHATTAN GROUP, INCORPORATED
                                       (fka Terra Natural Resources Corporation)
Amendment No. 2
                                             /s/ Bruce D. Lauper
Date:  May 20, 1999               By:  _______________________________
                                          Chief Financial Officer


    In  accordance  with the Exchange  Act, this Report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


                               Chairman,
  /s/ RICHARD IZUMI            Chief Executive            May 20, 1999
-----------------------------  Officer
    Richard Izumi



  /s/ TETSUO KITAGAWA          Director                   May 20, 1999
----------------------------   Chief Operating Officer
    Tetsuo Kitagawa


  /s/ JEFFREY S. KRAMER        Director                   May 20, 1999
----------------------------
    Jeffrey S. Kramer


  s/ ILYAS CHAUDHARY           Director                   May 20, 1999
----------------------------
    Ilyas Chaudhary


  /s/ JOE RUDE III, M.D.       Director                   May 20, 1999
----------------------------
  Joe C. Rude III, M.D.


  /s/ WILLIAM E. WILSON        Director                   May 20, 1999
----------------------------
    William E. Wilson