SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person* SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND (Last) (First) (Middle) C/O CITCO TRUSTEES (CAYMAN) LIMITED WEST BAY ROAD, PO BOX 31106 SMB (Street) GRAND CAYMAN, CAYMAN ISLANDS (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/10/2008	3. Issuer Name and Ticker or Trading Symbol TERRA NOSTRA RESOURCES CORP. [ TNROE.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Senior Secured Convertible Promissory Notes ( 1 ) ( 2 ) ( 3 )	11/21/2007	08/21/2008	Common Stock	769,231	3.25	D
Common Stock Purchase Warrants (the "Warrants") ( 1 ) ( 2 )	11/21/2007	11/21/2012	Common Stock	615,385	3.25	D

1. Name and Address of Reporting Person* SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND (Last) (First) (Middle) C/O CITCO TRUSTEES (CAYMAN) LIMITED WEST BAY ROAD, PO BOX 31106 SMB (Street) GRAND CAYMAN, CAYMAN ISLANDS (City) (State) (Zip)

1. Name and Address of Reporting Person* Sofaer Capital Asian Fund (Last) (First) (Middle) C/O CITCO TRUSTEES (CAYMAN) LIMITED WEST BAY ROAD, PO BOX 31106 SMB (Street) GRAND CAYMAN, CAYMAN ISLANDS (City) (State) (Zip)

Explanation of Responses:

1. In addition to Sofaer Capital Natural Resources Hedge Fund ("Sofaer Resources"), this Form 3 is also being filed by Sofaer Capital Inc. ("Sofaer") whose address is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, and by Sofaer Capital Asian Hedge Fund ("Sofaer Asia") and Sofaer Capital Emerging Markets Hedge Fund ("Sofaer EM" and together with Sofaer, Sofaer Resources and Sofaer Asia, the "Sofaer Parties"), each of whose address is c/o Citco Trustees (Cayman) Limited, Regatta Office Park, West Bay Road, PO Box 31106 SMB.

2. Sofaer Resources beneficially owns 769,231 shares in the form of 10% Senior Secured Convertible Promissory Notes (the"Notes") and 615,385 shares in the form of Warrants. Sofaer Asia beneficially owns 101,538 shares in the form of Notes and 81,231 shares in the form of Warrants. Sofaer EM beneficially owns 26,154 shares in the form of Notes and 20,923 shares in the form of Warrants. Sofaer beneficially owns 615,385 shares in the form of Notes and 492,308 shares in the form of Warrants and may be deemed the beneficial owner of the shares beneficially owned by the other Sofaer Parties for a total beneficial ownership of 1,512,308 shares underlying Notes and 1,209,846 shares underlying Warrants.

3. The Notes matured on August 21, 2008, but the issuer has not yet repaid the Notes.

	SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND, SOFAER CAPITAL ASIAN HEDGE FUND AND SOFAER CAPITAL EMERGING MARKETS HEDGE FUND By: /s/ S. Frost Name: S. Frost Title: Investment Manager	09/22/2008
	Sofaer Capital Inc. by Winnie Leung and Binnie Lau, Authorized Signatories.	09/22/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.