UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
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(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, 2002
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)
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)
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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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of November 30, 2002 there were
554,152 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, 2002
Table of Contents
Page
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Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis 8
Item 3 Controls and Procedures 10
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 11
Signatures 11
2
Item 1 - Part 1 - Financial Statements
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
BALANCE SHEET - NOVEMBER 30, 2002
ASSETS
Current assets -
cash $ 78
Advances to Celtic Resources Holdings Plc 50,000
Investments 2,770,223
-----------
$ 2,820,301
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
accrued expenses $ 1,041
Deferred tax liability 118,574
Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares
authorized, 554,152 shares issued and outstanding 5,407
Additional paid-in capital 2,655,338
Accumulated deficit (180,268)
Accumulated other comprehensive income 220,209
-----------
Total stockholders' equity 2,700,686
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$ 2,820,301
===========
3
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three months Three months
ended ended
November 30, November 30,
2002 2001
------------ ------------
Revenues $ -- $ --
General and administrative expenses 38,385 10,897
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Loss from operations (38,385) (10,897)
Other expense -
interest expense -- (43)
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Loss before provision for income taxes (38,385) (10,940)
Provision for income taxes -- --
------------ ------------
Net loss (38,385) (10,940)
Other comprehensive loss, net of tax benefit:
Foreign currency translation adjustment (3,936) --
Unrealized loss on investments (162,320) --
------------ ------------
Other comprehensive loss (166,256) --
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Comprehensive loss $ (204,641) $ (10,940)
============ ============
Net loss per share, basic and diluted $ (.07) $ (.07)
============ ============
Weighted average number of shares
outstanding, basic and diluted 552,862 166,893
============ ============
4
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
Common stock Additional other Total
-------------------------- paid-in comprehensive Accumulated stockholders'
Shares Amount capital income deficit equity
----------- ----------- ----------- ----------- ----------- -----------
Balance at August 31, 2001 166,893 5,000 60,560 -- (65,545) 15
Issuance of stock in private placement,
net of offering costs 111,000 111 963,335 963,446
Issuance of stock for shares of
Gulf International Minerals 11,000 11 109,989 110,000
Issuance of stock for shares of
European Nickel plc 250,000 250 1,352,225 1,352,475
Issuance of stock in exchange
for services 2,215 22 19,236 19,258
Comprehensive income:
Net loss for the year ended
August 31, 2002 (76,338) (76,338)
Other comprehensive income, net of tax
Foreign currency translation adjustment 5,748 5,748
(Continued)
See accompanying independent auditors' report and notes to financial statements.
5
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)
Accumulated
Common stock Additional other Total
-------------------------- paid-in comprehensive Accumulated stockholders'
Shares Amount capital income deficit equity
----------- ----------- ----------- ----------- ----------- -----------
Unrealized gain on investments 380,717 380,717
-----------
Total comprehensive income 310,127
----------- ----------- ----------- ----------- ----------- -----------
Balance at August 31, 2002 541,108 5,394 2,505,345 386,465 (141,883) 2,755,321
Issuance of stock for cash (unaudited) 13,044 13 149,993 150,006
Comprehensive income:
Net loss for the three months ended
November 30, 2002 (unaudited) (38,385) (38,385)
Other comprehensive loss, net of
tax benefit
Foreign currency translation
adjustment (unaudited) (3,936) (3,936)
Unrealized loss on investments
(unaudited) (162,320) (162,320)
-----------
Total comprehensive income (204,641)
----------- ----------- ----------- ----------- ----------- -----------
Balance at November 30, 2002 554,152 $ 5,407 $ 2,655,338 $ 220,209 $ (180,268) $ 2,700,686
=========== =========== =========== =========== =========== ===========
See accompanying independent auditors' report and notes to financial statements.
6
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENTS OF CASH FLOWS
Three months Three months
ended ended
November 30, November 30,
2002 2001
------------ ------------
Cash flows provided by (used for) operating activities:
Net loss $ (38,385) $ (10,939)
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Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Changes in assets and liabilities:
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (6,562) (259)
Due to related party (5,300) --
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Total adjustments (11,862) (259)
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Net cash used for operating activities (50,247) (11,198)
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Net cash used for investing activities -
payments to acquire shares in investments (100,000) --
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Net cash provided by financing activities:
Proceeds from issuance of common stock 150,006 --
Capital contributions - Shimoda Capital (USA), Inc. -- 3,505
Capital contributions - Shimoda Capital Advisors Limited -- 7,976
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Net cash provided by financing activities 150,006 11,481
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Net increase (decrease) in cash (241) 283
Cash, beginning of period 319 18
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Cash, end of period $ 78 $ 301
============ ============
Supplemental disclosure of cash flow information -
no amounts were paid for interest or taxes
See accompanying independent auditors' report and notes to financial statements.
7
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED NOVEMBER 30, 2002
(1) Summary of Significant Accounting Policies:
Interim Financial Statements:
The accompanying financial statements include all adjustments
(consisting of only normal recurring accruals), which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the periods presented. Interim results are not necessarily indicative of the
results to be expected for a full year. The financial statements should be read
in conjunction with the financial statements included in the annual report of
Shimoda Resources Holdings, Inc. (the "Company") on form 10-KSB for the year
ended August 31, 2002.
(2) Investment in Equity Securities Available for Sale:
In September 2002, the Company purchased 319,963 ordinary (pound)0.01
shares of European Nickel plc for $100,000 in CASH.
(3) Common Stock Transactions:
In September 2002, the Company issued 13,044 shares of its $.001 par
value common stock for $150,006 in cash.
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.
8
(2) Critical Accounting Policies
Shimoda's financial statements and accompanying notes are prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These estimates and
assumptions are affected by management's application of accounting policies.
Refer to Note 2 of the Company's annual financial statements on form 10-KSB for
the fiscal year ended August 31, 2002 for a complete discussion of the company's
critical accounting policies.
Shimoda's critical accounting policies include valuation of marketable
securities, which are based on published quotes from the TSX Venture Exchange,
or in the case of securities where there is no publicly traded exchange,
management's estimates of fair values and impairment losses, if any.
(3) Plan of Operation, Results of Operations, Liquidity and Capital
Resources
Shimoda's management intends to actively seek additional financing and to pursue
the acquisition of resource licenses and resource companies that are based in
Emerging Europe. (See 10-KSB For Fiscal Year 2000-2001 for further details)
Shimoda has identified a number of additional resource licenses and
resource companies that it is interested in acquiring. Shimoda expects to use
like exchange transactions and the proceeds of future share offerings, following
its proposed operating methodology and business principles to make those
acquisitions.
Our policy, under normal market circumstances, is to allocate
substantially part or all of our assets in Emerging Europe resource licenses and
resource companies
Shimoda's business strategy is to focus on the acquisition of resource
licenses and resource companies, which are at or near-production, in Emerging
Europe. More specifically, its strategy entails the following elements:
o Selectively acquiring high quality, resource rich, low-cost mineral
licenses and production companies.
o Providing where necessary high quality, experienced management for
project start-up and development.
o Providing strategic financial and capital markets advice in order to
increase the valuation of its holdings.
Current Holdings
European Nickel plc - In April 2002, we acquired 350,000 shares of common stock
in European Nickel plc ("EN"), a limited liability company registered in
England. We acquired the shares for cash and in exchange for shares of our
Common Stock.
Gulf International Minerals - In April 2002, we acquired 450,000 shares and
450,000 warrants (18 months / C$D0.60 strike price) of shares of common stock of
Gulf International Minerals ("GIM"), a Vancouver, British Colombia, Canada
listed public company, in exchange for shares of our Common Stock
9
Prior to the current fiscal year, the Company had 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, 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 and documents that
were required to attract new investors pursuant to Regulation S of the
Securities Act of 1933, as amended. Those efforts have resulted in attracting a
new investor to the company, issuance of new unregistered stock and the
acquisition of certain mining assets, described above. The Company anticipates
that it will begin to generate revenues during the current fiscal year. However,
the Company may continue to operate at a loss, depending on the success of its
current fundraising and of its ongoing investments in resource licenses and
resource companies in Eastern Europe.
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.
Part I - Item 3
Controls and Procedures
As required by SEC rules, we have evaluated the effectiveness of the design and
operations of our disclosure controls and procedures within 90 days of the
filing of this quarterly report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer. Based on this evaluation, the officer has concluded
that the design and operation of our disclosure controls and procedures are
effective. There were no significant changes to our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of the evaluation
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
10
Item 5 - Other Information
The Company, in December, has re-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. A total
of 124,044 Regulation S shares had been sold previously during the prior fiscal
year and in September 2002.
On June 21, 2002 the Company filed a Registration Statement with the SEC to sell
5,000,000 new shares of its common stock, plus 374,215 shares of common stock
from selling shareholders, pursuant to Regulation SB of the Securities Act of
1933. The SEC has requested clarification of certain issues and we continue to
remain in contact with the SEC with regard to completing the filing.
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.
January 21st, 2003 /s/ David J Mapley
----------------------------------
David J Mapley
President, Chief Executive Officer
& Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of SHIMODA RESOURCES HOLDINGS,
INC. on Form 10-QSB for the period ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
11
2. The information contained in the report fairly presents, in all
material respects, the financial condition and results of operation of
the Company.
January 21st, 2003 /s/ David J Mapley
----------------------------------
David J Mapley
President, Chief Executive Officer
& Director
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David J Mapley, President and Chief Executive Officer of Shimoda Resources
Holdings, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Shimoda
Resources Holdings, Inc. (the "Registrant");
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Quarterly Report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the Registrant as of, and for, the periods presented in
this Quarterly Report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for
the Registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of the Registrant's board
of directors (or persons performing the equivalent functions):
12
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. I have indicated in this Quarterly Report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
January 21st, 2003 /s/ David J Mapley
----------------------------------
David J Mapley
President, Chief Executive Officer
& Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of SHIMODA RESOURCES HOLDINGS,
INC. on Form 10-QSB for the period ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all
material respects, the financial condition and results of operation of
the Company.
January 21st, 2003 /s/ Peter J Lazaro
-----------------------------
Peter J Lazaro
CFO
13
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Peter J Lazaro, Chief Financial Officer of Shimoda Resources Holdings, Inc.,
certify that:
7. I have reviewed this Quarterly Report on Form 10-QSB of Shimoda
Resources Holdings, Inc. (the "Registrant");
8. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Quarterly Report;
9. Based on my knowledge, the financial statements, and other financial
information included in the Quarterly Report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the Registrant as of, and for, the periods presented in
this Quarterly Report;
10. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for
the Registrant and have:
d) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
e) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
f) presented in this Quarterly Report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
11. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of the Registrant's board
of directors (or persons performing the equivalent functions):
c) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
12. I have indicated in this Quarterly Report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
January 21st, 2003 /s/ Peter J Lazaro
---------------------------
Peter J Lazaro
CFO