UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB/A
(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2001
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
For the transition period from _________ to ________
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Commission File Number: 000-30779
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Shimoda Resources Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 75-2843787
- ------------------------ --------------------------
(State of incorporation) (IRS Employer ID Number)
211 West Wall Street, Midland, TX 79701
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(Address of principal executive offices)
(915) 682-1761
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(Issuer's telephone number)
ElPlata Corporation
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(Former name, former address and former fiscal year,
if changed since last report)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: July 18, 2001: 5,000,000
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Transitional Small Business Disclosure Format (check one): YES NO X
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Shimoda Resources Holdings, Inc.
Form 10-QSB for the Quarter ended May 31, 2001
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 10
Part II - Other Information
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 11
2
Item 1 - Part 1 - Financial Statements
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Balance Sheets
May 31, 2001 and 2000
(Unaudited)
May 31, May 31,
2001 2000
-------- --------
ASSETS
------
Current assets
Cash on hand and in bank $ 713 $ 7,294
-------- --------
Total Assets $ 713 $ 7,294
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade $ -- $ 434
-------- --------
Total Liabilities -- 434
-------- --------
Commitments and contingencies
Shareholders' equity (deficit) Common stock - $0.001 par value
100,000,000 shares authorized
5,000,000 shares issued and outstanding 5,000 5,000
Additional paid-in capital 56,145 56,145
Accumulated deficit (60,366) (54,285)
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Total Shareholders' Equity (Deficit) 779 6,860
-------- --------
Total Liabilities and Shareholders' Equity $ 779 $ 7,294
======== ========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements. 3
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Statements of Operations and Comprehensive
Income Nine and Three months ended May 31,
2001 and 2000
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
May 31, May 31, May 31, May 31,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Expenses
General and administrative expenses 5,992 2,112 5,938 159
------------ ------------ ------------ ------------
Total operating expenses 5,992 2,112 5,938 159
------------ ------------ ------------ ------------
Loss from Operations (5,992) (2,112) (5,938) (159)
Other income
Interest income 134 148 22 61
------------ ------------ ------------ ------------
Income (Loss) before
provision for income taxes (5,858) (1,964) (5,916) (98)
Provision for Income Taxes -- -- -- --
------------ ------------ ------------ ------------
Net Income (Loss) (5,858) (1,964) (5,916) (98)
Other Comprehensive Income -- -- -- --
------------ ------------ ------------ ------------
Comprehensive Income (Loss) $ (5,858) $ (1,964) $ (5,916) $ (98)
============ ============ ============ ============
Earnings (Loss) per share of common
stock outstanding computed on net
income - basic and fully diluted nil nil nil nil
============ ============ ============ ============
Weighted-average number of shares
outstanding - basic and fully diluted 5,000,000 4,591,241 5,000,000 5,000,000
============ ============ ============ ============
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements. 4
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Statements of Cash Flows
Nine months ended May 31, 2001 and 2000
(Unaudited)
Nine months Nine months
ended ended
May 31, May 31,
2001 2000
----------- -----------
Cash Flows from Operating Activities
Net income (loss) for the period $ (5,858) $ (1,964)
Adjustments to reconcile net loss
to net cash provided by operating activities
Contributed capital to support operations -- 1,145
Increase (Decrease) in
Accounts payable - trade (788) (1,887)
----------- -----------
Net cash used in operating activities (6,646) (2,706)
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Cash Flows from Investing Activities -- --
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Cash Flows from Financing Activities
Proceeds from private placement of common stock -- 10,000
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Net cash provided by financing activities -- 10,000
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Increase (Decrease) in Cash (6,646) 7,294
Cash at beginning of period 7,359 --
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Cash at end of period $ 713 $ 7,294
=========== ===========
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the year $ -- $ --
=========== ===========
Income taxes paid for the year $ -- $ --
=========== ===========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements. 5
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Notes to Financial Statements
Note A - Organization and Description of Business
Shimoda Resources Holdings, Inc. (Company) was incorporated as ElPlata Mining
Corporation under the laws of the State of Nevada on February 23, 1973 and
restated its Articles of Incorporation on September 30, 1999. The September 30,
1999 restatement changed the Company's authorized number of shares from
20,000,000 to 100,000,000 and changed the stated par value per share from $0.05
per share to $0.001 per share and changed the Company's corporate name to
ElPlata Corporation. In anticipation of a proposed transaction, the Company
changed its corporate name to Shimoda Resources Holdings, Inc. in April 2001.
The effect of all these actions is reflected in the accompanying financial
statements as of the first day of the first period presented.
The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of May 31.
The Company's initial activities were to have quiet and exclusive possession of
the unpatented lode mining claims on certain property located in Elko County,
Nevada, together with a right to examine, sample, drill, develop, mine, extort,
process and market from the claims all of the metal ores, minerals and materials
of whatsoever nature or sort, except oil and gas. These efforts were
unsuccessful and were abandoned prior to August 31, 1989, at which time the
Company became dormant.
The Company has had no operations, assets or liabilities since its fiscal year
ended August 31, 1990. Accordingly, the Company is dependent upon management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity at this time. It is the intent of
management and significant shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended
August 31, 2000. The information presented within these interim financial
statements may not include all disclosures required by generally accepted
accounting principles and the users of financial information provided for
interim periods should refer to the annual financial information and footnotes
when reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending August 31, 2001.
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 and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
2. Income Taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At May 31, 2001 and 2000, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material to the financial
statements, are entirely the result of temporary differences. Temporary
differences represent differences in the recognition of assets and
liabilities for tax and financial reporting purposes, primarily accumulated
depreciation and amortization, allowance for doubtful accounts and vacation
accruals.
3. Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of May 31, 2001 and 2000, respectively,
the Company has no outstanding stock warrants, options or convertible
securities which could be considered as dilutive for purposes of the loss
per share calculation.
Note C - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
Note D - Common Stock Transactions
On September 29, 1999, the Company sold 4,000,000 shares of common stock to the
Company's President pursuant to an exemption from registration pursuant to
Section 4(2) of The Securities Act of 1933, as amended, for $10,000 cash.
7
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Notes to Financial Statements - Continued
Note E - Income Taxes
The components of income tax (benefit) expense for the nine months ended May 31,
2001 and 2000, respectively, are as follows:
Nine months Nine months
ended ended
May 31, May 31,
2001 2000
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Federal:
Current $ - $ -
Deferred - -
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- -
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State:
Current - -
Deferred - -
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- -
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Total $ - $ -
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As of May 31, 2001, the Company has a net operating loss carryforward of
approximately $8,700 to offset future taxable income. Subject to current
regulations, this carryforward will begin to expire in 2019. The amount and
availability of the net operating loss carryforwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate; continuity of historical business; and subsequent income of
the Company all enter into the annual computation of allowable annual
utilization of the carryforwards.
The Company's income tax expense for the nine months ended May 31, 2001 and
2000, respectively, are as follows:
Nine months Nine months
ended ended
May 31, May 31,
2001 2000
----------- -----------
Statutory rate applied to loss before income taxes $(1,992) $ (668)
Increase (decrease) in income taxes resulting from:
State income taxes - -
Other, including reserve for deferred tax asset 1,992 668
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Income tax expense $ - $ -
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8
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Notes to Financial Statements - Continued
Note E - Income Taxes - Continued
Temporary differences, consisting primarily of statutory deferrals of expenses
for organizational costs and statutory differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of May 31, 2001 and 2000, respectively:
May 31, May 31,
2001 2000
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Deferred tax assets
Net operating loss carryforwards $ 2,974 $ 982
Less valuation allowance (2,974) (982)
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Net Deferred Tax Asset $ -- $ --
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9
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Plan of Operation, Results of Operations, Liquidity and Capital Resources
Shimoda Resources Holdings, Inc. (Company) intends to continue its plan of
seeking a suitable merger or acquisition candidate. In order to do so, it will
require additional capital to pay ongoing expenses, including particularly legal
and accounting fees incurred in conjunction with preparation and filing of
various required periodic reports to the U. S. Securities and Exchange
Commission.
In September 1999, the Company sold 4,000,000 shares of common stock to the
Company's President pursuant to an exemption from registration pursuant to
Section 4(2) of The Securities Act of 1933, as amended, for $10,000 cash. These
funds were used to pay various administrative operating expenses of the Company
through the period ended November 2000.
The Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended, since August 31, 1989.
For the nine months ended May 31, 2001 and 2000, respectively, the Company
incurred net operating losses as a result of expenses principally associated
with registration and compliance with reporting obligations under The Securities
Exchange Act of 1934, and other administrative expenses associated with the
maintenance of the Company's issued and outstanding stock records. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues. The Company may also continue to
operate at a loss after completing a business combination, depending upon the
performance of the acquired business.
It is the intent of management and significant stockholders to provide
sufficient working capital to preserve the integrity of the corporate entity,
however, there are no commitments to provide additional funds have been made by
management or other stockholders, and the Company has no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the forgoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering. The Company does not currently contemplate making a Regulation
S offering.
Regardless of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
10
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
In April 2001, the Company changed its corporate name from ElPlata
Corporation to Shimoda Resources Holdings, Inc.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits - None
Reports on Form 8-K - None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Shimoda Resources Holdings, Inc.
August 8, 2001 /s/ David Mapley
--------------------------------
David Mapley
President, Chief Executive Officer,
Director and Chief Accounting Officer
11