X0203 3 2008-12-15 0 0001167370 TERRA NOSTRA RESOURCES CORP. TNRO.PK 0001356340 PARAGON CAPITAL L P 110 EAST 59TH STREET, 29TH FL. NEW YORK NY 10022 0 0 1 0 10% Senior Secured Convertible Promissory Notes 3.25 2007-11-21 2008-08-21 Common Stock 123077 D Common Stock Purchase Warrants 3.25 2007-11-21 2012-11-21 Common Stock 98462 D This Form 3 is being filed jointly by Paragon Capital LP and Paragon Capital Advisors LLC, its general partner. The address of Paragon Capital Advisors LLC is 110 East 59th Street, 29th fl., New York, NY 10022. The 10% Senior Secured Convertible Promissory Notes (the "Notes") were due on August 21, 2008, but the Issuer has not yet repaid the Notes. /s/ Alan P. Donenfeld 2008-12-22