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 February 28, 2002
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
---------
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 (formerly El Plata Mining 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 February 28, 2002 there were
169,010 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 February 28, 2002
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis 7
Part II - Other Information
Item 1 Legal Proceedings 8
Item 2 Changes in Securities 8
Item 3 Defaults Upon Senior Securities 8
Item 4 Submission of Matters to a Vote of Security Holders 8
Item 5 Other Information 8
Item 6 Exhibits and Reports on Form 8-K 8
Signatures 9
Item 1 - Part 1 - Financial Statements
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly El Plata Mining Corporation)
Balance Sheet
(Unaudited)
February 28,
2002
------------
ASSETS
------
Current assets
Cash on hand and in bank $ 531
Advances $ 25
------------
Total Current Assets $ 556
------------
Other Assets
Deferred Registration Costs $ 16,349
------------
Total Other Assets $ 16,349
------------
Total Assets $ 16,905
============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade $ 802
------------
Total Current Liabilities $ 802
------------
Total Liabilities $ 802
------------
Shareholders' equity Common stock - $0.001 par value
100,000,000 shares authorized
169,010 shares issued and outstanding $ 5,022
Additional paid-in capital $ 78,261
Retained Earnings ($ 65,527)
Net Income ($ 1,653)
------------
Total Shareholders' Equity $ 16,103
------------
Total Liabilities and Shareholders' Equity $ 16,905
============
3
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Statements of Operations
Three months ended February 28, 2002 and 2001
and six months ended February 28, 2002
(Unaudited)
Three months Three months Six months Six months
ended ended ended ended
February 28, February 28, February 28, February 28,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Expenses
General and Administrative Expenses $ 682 $ -- $ 1,603 $ --
------------ ------------ ------------ ------------
Total Operating Expenses $ 682 $ _ $ 1,603 $ --
------------ ------------ ------------ ------------
Loss from Operations $ 682 $ -- $ 1,603 $ --
------------ ------------ ------------ ------------
Other Income
Interest Income $ 0 $ 50 $ -- $ 112
------------ ------------ ------------ ------------
Other Expenses
Interest Expense $ 8 $ -- $ 50 $ --
------------ ------------ ------------ ------------
Income (Loss) before provision
For income taxes ($ 690) $ -- ($ 1,653) $ --
------------ ------------ ------------ ------------
Net Other Income $ -- $ 50 $ -- $ 112
------------ ------------ ------------ ------------
Net Income ($ 690) $ 50 ($ 1,653) $ 112
============ ============ ============ ============
Earnings (Loss) per share of common
stock outstanding computed on net
income - basic and fully diluted -0- -0- ($ 0.01) -0-
============ ============ ============ ============
Weighted-average number of shares
outstanding - basic and fully diluted 169,010 166,893 169,010 166,893
============ ============ ============ ============
4
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Statements of Cash Flows
Six months ended February 28, 2002 and 2001
(Unaudited)
Six months Six months
ended ended
February 28, February 28,
2002 2001
------------ ------------
Operating Activities
Net income (loss) for the period ($ 1,653) $ 112
Adjustments to reconcile net income / (loss)
to net cash provided by operations:
Advance to ASI ($ 25) $ --
Accounts payable - trade $ 803 ($ 841)
------------ ------------
Net cash provided by operating activities ($ 875) ($ 729)
Investing Activities
Deferred Registration Costs ($ 16,349) $ --
------------ ------------
Net cash provided by investing activities ($ 16,349) $ --
Financing Activities
Capital Stock $ 22 $ --
Additional Paid-in-Capital $ 17,716 $ --
------------ ------------
Net cash provided by financing activities $ 17,738 $ --
------------ ------------
Increase (Decrease) in Cash $ 514 ($ 729)
Cash at beginning of period $ 18 $ 7,358
------------ ------------
Cash at end of period $ 532 $ 6,629
============ ============
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.
6
Shimoda Resources Holdings, Inc.
(formerly ElPlata Corporation)
(formerly ElPlata Mining Corporation)
Notes to Financial Statements - Continued
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 six months ended February 28, 2002 and 2001, 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 new investor funds are raised and 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 and
through a public offering later this year. (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.
7
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
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
On February 15, 2001, the Company signed a Letter Agreement with Shimoda Capital
Advisors Limited ("SCAL"), of George Town, Grand Cayman, Cayman Islands,
appointing SCAL as Consultant to the Company in identifying, investing in,
monitoring and divesting in resource licenses and resource companies in eastern
Europe.
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. No
shares have been sold to date.
In February 2002, the Company began preparing a SB-2 filing for submission to
the SEC. It is anticipated that the SB-2 filing will be completed during the
Company's third or fourth quarters of the current fiscal year. The Company
expects to register to sell 5,000,000 shares of its common stock pursuant to
Regulation SB of the Securities Act of 1933. 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.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits - None
Reports on Form 8-K - None
8
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.
March 27th, 2002 /s/ David J Mapley
--------------------------------
David J Mapley
President, Chief Executive Officer
& Director