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
February 4, 2003
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 January 23, 2003, the Registrant entered into an agreement with Shimoda
Resources Limited (Cyprus) ("SRL") to acquire certain shares in operating
companies and companies holding licenses and other assets, in the natural
resources sector in Emerging Europe, said assets representing substantially all
of the assets of SRL, in exchange for 1,739,130 shares of Registrant's newly
issued common stock. The agreement calls for SRL to provide audited financial
statements for the period ended December 31, 2002.
Item 5. Other Events.
None
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements of
the business acquired are not included herewith and will be filed by
amendment as soon as practicable, but not later than 60 days after the
date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information of Registrant. Pro Forma financial
information is not included herewith and will be filed by amendment as
soon as practicable, but not later than 60 days after the date on which
this Current Report on Form 8-K is required to be filed.
(c) Exhibits:
10.3 Purchase of Assets Agreement between Registrant and Shimoda
Resources Limited (Cypress) dated January 23, 2003.
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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.
/S/ David J Mapley
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Dated: February 4, 2003
David Mapley, President
Shimoda Resources Holdings, Inc.