UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended November 30, 2001
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the transition period from _____________ to _____________
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)
1555 Flamingo Road, Suite 155, Las Vegas, Nevada 89119
(Address of principal executive offices)
203-563-9430
(Issuer's telephone number)
ElPlata Corporation
(Former name, former address and former fiscal year,
if changed since last report)
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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of August 31, 2001 there were
166,893 shares of Common Stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
Shimoda Resources Holdings, Inc.
Form 10-QSB for the Quarter ended November 30, 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 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
2
1 - Part 1 - Financial Statements
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly El Plata Mining Corporation)
Balance Sheets
November 30, 2001 and 2000
(Unaudited)
Nov 30, Nov 30,
2001 2000
---------- ----------
ASSETS
------
Current assets
Cash on hand and in bank $ 300.19 $ 6,579.47
---------- ----------
Total Assets $ 300.19 $ 6,579.47
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade ($ 259.19) ($ 735.79)
---------- ----------
Total Liabilities ($ 259.19) ($ 735.79)
---------- ----------
Commitments and contingencies
Shareholders' equity (deficit)
Common stock - $0.001 par value
100,000,000 shares authorized
166,893 shares issued and outstanding 5,000.00 5,000.00
Additional paid-in capital 72,025.67 56,828.00
Accumulated deficit (76,466.29) (54,512.74)
---------- ----------
Total Shareholders' Equity (Deficit) 559.38 7,315.26
---------- ----------
Total Liabilities and Shareholders' Equity $ 300.19 $ 6,579.47
========== ==========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report.
The accompanying notes are an integral part of these financial statements. Item
3
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Statements of Operations and Comprehensive Income
Three months ended November 30, 2001 and 2000
(Unaudited)
Three months Three months
ended ended
Nov 30, Nov 30,
2001 2000
------------- -------------
Revenues $ -- $ --
------------- -------------
Expenses
General and administrative expenses 10,896.54 --
-------------
Total operating expenses 10,896.54 --
------------- -------------
Loss from Operations (10,896.54) --
Other income
Interest income -- 62.03
------------- -------------
Other Expense
Interest Expense 42.76 --
------------- -------------
Income (Loss) before
provision for income taxes (10,939.30) 62.03
Provision for Income Taxes -- --
------------- -------------
Net Income (Loss) (10,939.30) 62.03
Other Comprehensive Income -- --
------------- -------------
Comprehensive Income (Loss) $ (10,939.30) $ 62.03
============= =============
Earnings (Loss) per share of common
stock outstanding computed on net
income - basic and fully diluted $ (0.07 )nil
============= =============
Weighted-average number of shares
outstanding - basic and fully diluted 166,893 4,591,241
============= =============
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
Three months ended Nov 30, 2001 and 2000
(Unaudited)
Three months Three months
ended ended
Nov 30, Nov 30,
2001 2000
------------ ------------
Cash Flows from Operating Activities
Net income (loss) for the period $ (10,939.30) $ 62.03
Adjustments to reconcile net loss
to net cash provided by operating activities
Increase (Decrease) in
Accounts payable - trade (259.19) (840.79)
------------ ------------
Net cash provided by operating activities (11,198.49) (778.76)
Cash Flows from Investing Activities -- --
------------ ------------
Cash Flows from Financing Activities
Additional Paid-in-Capital: Shimoda Capital (USA), Inc. 3,504.89 --
Additional Paid-in-Capital: Shimoda Capital Advisors Limited 7,976.16 --
Net cash provided by financing activities 11,481.05 --
------------ ------------
Increase (Decrease) in Cash 282.56 (778.76)
Cash at beginning of period 17.63 7,358.23
------------ ------------
Cash at end of period 300.19 $ 6,579.47
============ ============
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the year $ 42.76 $ --
============ ============
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 El Plata 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 fiscal year-end of August 31.
The Company's initial activities were to have quiet and exclusive possession of
the un-patented 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, 2001. 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 that ultimately
will be reported for the full fiscal year ending August 31, 2002.
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 is liable for and has provided for corporate federal and state
taxes.
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. 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 November 30, 2001 and 2000, respectively, the Company has no outstanding
stock warrants, options or convertible securities that 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 5, 2001, the Company affected a 30 to 1 reverse stock split. The
retroactive effect of this split has been reflected for all periods presented.
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 three months ended
November 30, 2001 and 2000, respectively, are as follows:
Three months Three months
ended ended
Nov 30, Nov 30,
2001 2000
------------ ------------
Federal:
Current $ -- $ --
Deferred -- --
------------ ------------
-- --
------------ ------------
State:
Current -- --
Deferred -- --
------------ ------------
-- --
------------ ------------
Total $ -- $ --
============ ============
The Company's income tax expense for the three months ended Nov 30, 2001 and
2000, respectively, are as follows:
Three months Three months
ended ended
Nov 30, Nov 30,
2001 2000
------------ ------------
Statutory rate applied to loss before income taxes -- --
Increase (decrease) in income taxes resulting from:
State income taxes -- --
Other, including reserve for deferred tax asset -- --
------------ ------------
Income tax expense $ -- $ --
============ ============
8
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
The current management group intends to actively seek, investigate and, if
warranted, acquire an interest in one or more business opportunities or
ventures. As of the end of the last fiscal year, the Company had divested itself
of all operating assets.
It is the intent of the Corporation's management to continue seeking new
investors and to continue to seek a suitable situation for merger or
acquisition, particularly, to pursue the acquisition of resource licenses and
resource companies that are based in Eastern Europe. (See 10-KSB For Fiscal Year
2000-2001 for further details)
The Company has engaged in no significant operations other than organizational
activities, fund raising and preparation for registration of its securities
under the Securities Exchange Act of 1934, as amended, since August 31, 1989.
For the three months ended November 30, 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 and the
preparation of certain documents to support the Corporation. 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 and no such
commitments 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 advances
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. (See Part II, Item 5)
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.
9
Part II - Other Information
Item 1 - Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
Item 2 - Changes in Securities
On September 5, 2001, the Company affected a 30 to 1 reverse stock split. The
retroactive effect of this split has been reflected for all periods presented
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
On October 1, 2001, the Company signed an Administrative Services Agreement (the
"Agreement") with Shimoda Capital (USA), Inc. ("Shimoda Capital"), of Wilton,
Connecticut. Under the Agreement, Shimoda Capital will provide general
administrative services, including mail, telephone, legal and accounting
liaison, and mailing and fax addresses and numbers. Compensation will consist of
a flat monthly fee of US$5,000, plus reimbursement for out of pocket expenses.
Billing to begin upon provision of services.
On October 29, 2001, the Company commenced an offering of up to 12,000,000
shares of Common Stock pursuant to the private placement exemption available in
Regulation S promulgated under the Securities Act of 1933, as amended. The
Shares will be offered on a "best-efforts" basis by the officers, employees and
directors of the Company, and may be offered by independent referral sources and
through placement agents selected by the Company who may be registered members
of the National Association of Securities Dealers, Inc. The Shares will only be
sold to non-U.S. persons outside of the United States in accordance with Rule
903 of Regulation S promulgated under the Securities Act of 1933, as amended.
Item 6 - Exhibits and Reports on Form 8-K
Effective October 31, 2001, the Company has dismissed its Auditor, S.W.
Hattfield, CPA and has appointed Stonefield Josephson, Inc. as its new Auditor
pursuant to a vote and resolution by the Board of Directors and subsequent
ratification by a majority of the Company's shareholders.
It is noted that the Company has changed Auditors in the normal course of
business and has engaged a larger firm with greater resources and experience
than its previous Auditor.
Each of S.W. Hatfield's audit reports for the previous two years did not contain
an adverse opinion. However each opinion was qualified due to uncertainty and
contained the following language:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
In connection with their audits for the two most recent fiscal years and any
subsequent interim period preceding the dismissal on October 31, 2001, there
were no disagreements with the former accountant on any matter of accounting
10
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreements in connection with its report on the financial statements for
those years."
Exhibits - None
Reports on Form 8-K - None
- --------------------------------------------------------------------------------
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.
January 24, 2001 /s/ David Mapley
-----------------------------------
David Mapley
President, Chief Executive Officer,
and Director
11