SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Commission File Number 000-30779
May 7, 2002
Earliest Date of the Report
Shimoda Resources Holdings, Inc.
(Exact name of registrant as specified by its charter)
Nevada 75-2843787
(State of incorporation) (IRS Employer Number)
15 River Road, Suite 230, Wilton, CT 06897
(Address of principal executive offices)
Registrant's Telephone Number: (203) 563-9430
Item 2. Acquisition or Disposition of Assets.
On April 13, 2002, the Registrant acquired 201,650 shares of European Nickel plc
("EN"), representing 5 percent of EN, and all joint venture rights, in exchange
for 250,000 shares of Registrant's Common Stock valued at $2,500,000. The
Registrant has also formalized certain managerial roles with respect to the
management of EN. EN is a mining company headquartered in the United Kingdom
with mines in Albania and Turkey. EN is a development stage company and had no
revenues for the year ended June 30, 2001 and a loss of $860,297.
In addition, on April 13, 2002, the Registrant acquired 450,000 shares and
450,000 warrants of Gulf International Minerals, Inc. ("GIM"), representing 1
percent of GIM, in exchange for 11,000 shares of Registrant's Common Stock
valued at $110,000. The Registrant has also formalized certain managerial roles
with respect to the management of GIM. GIM is a mining company headquartered in
Vancouver, Canada with mines in Canada and Tajikistan. GIM is a development
stage company and had no revenues for the year ended December 31, 2001.
Item 5. Other Events.
On April 19, 2002, in accordance with a Regulation S offering, the Registrant
sold 111,111 shares of its Common Stock, at $9.00 per share, for an aggregate of
$1,000,000. The purchaser is a not a resident of the United States and the offer
was made outside of the United States. The Registrant is using most of the
proceeds from this offering to pay for its shareholdings in both European Nickel
plc and Gulf International Minerals, Ltd.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Item Name
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None
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This Form 8-K contains certain forward-looking statements and information
relating to the Company that is 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 7, 2002
/s/ David Mapley
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David Mapley, President
Shimoda Resources Holdings, Inc.