Cheyne Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jt8KIs1Vj05AeADiPhV4kjs250kHmzDUdn0iz/Uql3utq3ZT/WqKbW2IctEvoRW4 omrfdyYS1FZePXyxtyoEOA== 0000894579-08-000059.txt : 20080214 0000894579-08-000059.hdr.sgml : 20080214 20080214132441 ACCESSION NUMBER: 0000894579-08-000059 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CHEYNE CAPITAL MANAGEMENT (UK) LLP GROUP MEMBERS: CHEYNE GENERAL PARTNER INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NOSTRA RESOURCES CORP. CENTRAL INDEX KEY: 0001167370 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 860875500 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78332 FILM NUMBER: 08612307 BUSINESS ADDRESS: STREET 1: 790 E. COLORADO, 9TH FLOOR CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-796-0088 MAIL ADDRESS: STREET 1: 790 E. COLORADO, 9TH FLOOR CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: TERRA NOSTRA TECHNOLOGY LTD DATE OF NAME CHANGE: 20030425 FORMER COMPANY: FORMER CONFORMED NAME: TERRA NOSTRA RESOURCES LTD DATE OF NAME CHANGE: 20020213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cheyne Capital Management (UK) LLP CENTRAL INDEX KEY: 0001390457 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH BUSINESS PHONE: 011-44(0)2070317450 MAIL ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH SC 13G/A 1 cheynetnr12200713ga021308.htm SCHEDULE 13G/A - TERRA NOSTRA RESOURCES CORP. Cheyne Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

TERRA NOSTRA RESOURCES CORP.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88101C 10 6

(CUSIP Number)

December 20, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

CUSIP No. 88101C 10 6

Page 2 of 9 Pages

1.	NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Cheyne Capital Management (UK) LLP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X]
2.
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES [ ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.11%
12.	TYPE OF REPORTING PERSON IA

CUSIP No. 88101C 10 6

Page 3 of 9 Pages

1.	NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Cheyne General Partner Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X]
2.
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,975,914 common stock (Includes warrants to purchase 2,285,714 shares of common stock)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES [ ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.11%
12.	TYPE OF REPORTING PERSON CO

CUSIP No. 88101C 10 6

Page 4 of 9 Pages

Item 1.

(a)

Name of Issuer:

Terra Nostra Resources Corp.

(b)

Address of Issuer's Principal Executive Offices:

790 E. Colorado Blvd., 9th Floor,

Pasadena, CA 91101

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by Cheyne Capital Management (UK) LLP and Cheyne General Partner Inc.

(b)

Address of Principal Business Office or, if none, Residence:

The address of Cheyne Capital Management (UK) LLP is Stornoway House, 13 Cleveland Row, London, SW1A 3DH, England.

The address of Cheyne General Partner Inc. is Walker House, Mary Street, PO Box 908GT, Grand Cayman, Cayman Islands.

(c)

Citizenship:

Cheyne Capital Management (UK) LLP is a limited liability partnership incorporated under the laws of England and Wales.

Cheyne General Partner Inc. is a Cayman Islands corporation.

(d)

Title of Class of Securities:

Common Stock, $0.001 par value per share

(e)
CUSIP Number:

88101C 10 6

Item 3.

If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[ ] Broker or dealer registered under Section 15 of the Act.

(b)

[ ] Bank as defined in Section 3(a)(6) of the Act.

(c)

[ ] Insurance company as defined in Section 3(a)(19) of the Act.

(d)

[ ] Investment company registered under Section 8 of the Investment
      Company Act of 1940.

(e)

[X] An investment adviser in accordance with Section 240.13d-1(b)
      (1)(ii)(E).*
      *Cheyne Capital Management (UK) LLP only.

CUSIP No. 88101C 10 6		Page 5 of 9 Pages

	(f)	[ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
	(g)	[ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

	(h)	[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
	(j)	[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	(a)	Amount Beneficially Owned:**

	(b)	Percent of Class:**

	(c)	Number of Shares as to which the person has:

		(i)	sole power to vote or direct the vote:**
		(ii)	shared power to vote or direct the vote:**
		(iii)	sole power to dispose or direct the disposition of:**
		(iv)	shared power to dispose or direct the disposition of:**

	**See Attachment A

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Cheyne Global Emerging Markets L.P., a Cayman Islands limited partnership.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

CUSIP No. 88101C 10 6		Page 6 of 9 Pages

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 88101C 10 6		Page 7 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: February 14, 2008


		CHEYNE CAPITAL MANAGEMENT (UK) LLP
		By	/s/ Simon James
		Name:	Simon James
		Title:	Chief Compliance Officer

		CHEYNE GENERAL PARTNER INC.
		By	/s/ Daniele Hendry
		Name:	Daniele Hendry
		Title:	Director

CUSIP No. 88101C 10 6

Page 8 of 9 Pages

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Terra Nostra Resources Corp., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 14 day of
February, 2008.

		CHEYNE CAPITAL MANAGEMENT (UK) LLP
		By	/s/ Simon James
		Name:	Simon James
		Title:	Chief Compliance Officer

		CHEYNE GENERAL PARTNER INC.
		By	/s/ Daniele Hendry
		Name:	Daniele Hendry
		Title:	Director

CUSIP No. 88101C 10 6

Page 9 of 9 Pages

ATTACHMENT A

1. Beneficial Ownership (Item 4(a) and (b) of Schedule 13G)

As of December 20, 2007, Cheyne Capital Management (UK) LLP ("CCMUK"), as the investment manager of Cheyne Global Emerging Markets L.P. ("CLP"), may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of 5,975,914 shares of common stock (including warrants to purchase 2,285,714 shares of common stock) of Terra Nostra Corp. (the "Common Stock"). Accordingly, CCMUK may be deemed to be the beneficial owner of the 5,975,914 shares of Common Stock, which, based on there being 59,055,332 shares of Common Stock outstanding as of October 22, 2007 as reported in the Form 10-QSB of Terra Nostra Resources Corp. for the period ending October 22, 2007 (the "Form 10-QSB"), represents approximately 10.11% of the outstanding Common Stock.

As of December 20, 2007, Cheyne General Partner, Inc. ("CGP"), as the general partner of CLP, may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of 5,975,914 shares of Common Stock. Accordingly, CGP may be deemed to be the beneficial owner of the 5,975,914 shares of Common Stock, which, based on there being 59,055,332 shares of Common Stock outstanding as of October 22, 2007 as reported in the Form 10-QSB, represents approximately 10.11% of the outstanding Common Stock.

As of December 20, 2007, CLP was the direct beneficial owner of 5,975,914 shares of Common Stock, which, based on there being 59,055,332 shares of Common Stock outstanding as of October 22, 2007 as reported in the Form 10-QSB, represents approximately 10.11% of the outstanding Common Stock.

Each of CCMUK and CGP disclaim beneficial ownership of the 5,975,914 shares of the Common Stock, except to the extent of any pecuniary interest therefrom.

2. Power to Vote and Dispose (Item 4(c) of Schedule 13G)

As of December 20, 2007, CCMUK may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of the 5,975,914 shares of the Common Stock.

As of December 20, 2007, CGP may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 5,975,914 shares of the Common Stock.

Each of CCMUK and CGP disclaim beneficial ownership of the 5,975,914 shares of the Common Stock, except to the extent of any pecuniary interest therefrom.

-----END PRIVACY-ENHANCED MESSAGE-----

Item 1.	(a)	Name of Issuer:

		Terra Nostra Resources Corp.

	(b)	Address of Issuer's Principal Executive Offices:

		790 E. Colorado Blvd., 9th Floor,
		Pasadena, CA 91101

Item 2.	(a)	Name of Person Filing:

		This Schedule 13G is being filed jointly by Cheyne Capital Management (UK) LLP and Cheyne General Partner Inc.

	(b)	Address of Principal Business Office or, if none, Residence:

		The address of Cheyne Capital Management (UK) LLP is Stornoway House, 13 Cleveland Row, London, SW1A 3DH, England.

		The address of Cheyne General Partner Inc. is Walker House, Mary Street, PO Box 908GT, Grand Cayman, Cayman Islands.

	(c)	Citizenship:

		Cheyne Capital Management (UK) LLP is a limited liability partnership incorporated under the laws of England and Wales.

		Cheyne General Partner Inc. is a Cayman Islands corporation.

	(d)	Title of Class of Securities:

		Common Stock, $0.001 par value per share

	(e)	CUSIP Number:

		88101C 10 6

Item 3.	If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	[ ] Broker or dealer registered under Section 15 of the Act.
	(b)	[ ] Bank as defined in Section 3(a)(6) of the Act.
	(c)	[ ] Insurance company as defined in Section 3(a)(19) of the Act.
	(d)	[ ] Investment company registered under Section 8 of the Investment Company Act of 1940.
	(e)	[X] An investment adviser in accordance with Section 240.13d-1(b) (1)(ii)(E).* *Cheyne Capital Management (UK) LLP only.