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, 2003
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, 2003 there were
2,293,282 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, 2003
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis 9
Item 3 Controls and Procedures 12
Part II - Other Information
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
Sabarnes-Oxley Certifications 13
2
Item 1 - Part 1 - Financial Statements
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
BALANCE SHEET - FEBRUARY 28, 2003
ASSETS
Current assets:
Cash $ 31
Convertible note receivable 50,000
-----------
Total current assets $ 50,031
Advances to Celtic Resources Holdings Plc 50,000
Investments (see Schedule A) 9,353,390
-----------
$ 9,453,421
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
due to Shimoda Capital Advisors Limited $ 55,000
Deferred tax liability 147,878
Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares
authorized, 2,293,282 shares issued and outstanding 7,146
Additional paid-in capital 9,153,039
Accumulated deficit (184,274)
Accumulated other comprehensive income 274,632
-----------
Total stockholders' equity 9,250,543
-----------
$ 9,453,421
===========
3
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three months Three months
ended ended
February 28, February 28,
2003 2002
------------ ------------
Revenues $ -- $ --
General and administrative expenses 4,009 682
------------ ------------
Loss from operations (4,009) (682)
Other expense -
interest expense -- 8
------------ ------------
Loss before provision for income taxes (4,009) (690)
Provision for income taxes -- --
------------ ------------
Net loss (4,009) (690)
Other comprehensive income, net of tax benefit:
Foreign currency translation adjustment 38,191 --
Unrealized gain on investments 16,232 --
------------ ------------
Other comprehensive income 54,423 --
------------ ------------
Comprehensive income (loss) $ 50,414 $ (690)
============ ============
Net loss per share, basic and diluted $ -- $ --
============ ============
Weighted average number of shares
outstanding, basic and diluted 1,230,480 169,010
============ ============
4
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Six months Six months
ended ended
February 28, February 28,
2003 2002
------------ ------------
Revenues $ -- $ --
General and administrative expenses 42,391 1,603
------------ ------------
Loss from operations (42,391) (1,603)
Other expense -
interest expense -- 50
------------ ------------
Loss before provision for income taxes (42,391) (1,653)
Provision for income taxes -- --
------------ ------------
Net loss (42,391) (1,653)
Other comprehensive income (loss), net of tax benefit:
Foreign currency translation adjustment 34,255 --
Unrealized loss on investments (146,088) --
------------ ------------
Other comprehensive loss (111,833) --
------------ ------------
Comprehensive loss $ (154,224) $ (1,653)
============ ============
Net loss per share, basic and diluted $ (0.05) $ (.01)
============ ============
Weighted average number of shares
outstanding, basic and diluted 889,799 169,010
============ ============
5
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
STATEMENTS OF CASH FLOWS
Six months Six months
ended ended
February 28, February 28,
2003 2002
------------ ------------
Cash flows provided by (used for) operating activities:
Net loss $ (42,391) $ (1,653)
------------ ------------
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Changes in assets and liabilities:
Increase (decrease) in liabilities:
Advance to ASI -- (25)
Accounts payable and accrued expenses (7,603) 803
Due to related party (5,300) --
------------ ------------
Total adjustments (12,903) 778
------------ ------------
Net cash used for operating activities (55,294) (875)
------------ ------------
Net cash used for investing activities:
Deferred registration costs -- (16,349)
Payments to acquire shares in investments (150,000) --
------------ ------------
Net cash used for investing activities (150,000) (16,349)
------------ ------------
Net cash provided by financing activities:
Proceeds from issuance of common stock 150,006 17,738
Capital contributions - Shimoda Capital Advisors Limited 55,000 --
------------ ------------
Net cash provided by financing activities 205,006 17,738
------------ ------------
Net increase (decrease) in cash (288) 514
Cash, beginning of period 319 18
------------ ------------
Cash, end of period $ 31 $ 532
============ ============
Supplemental disclosure of cash flow information -
No amounts were paid for interest or taxes
Supplemental disclosure of non-cash investing activity -
Issuance of common stock in exchange for investments
from a related party $ 6,499,440 $ --
============ ============
6
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED FEBRUARY 28, 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.
General:
Shimoda Resources Holdings, Inc. 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.
Use of Estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Fair Value:
Unless otherwise indicated, the fair values of all reported assets and
liabilities, which represent financial instruments, none of which are held for
trading purposes, approximate the carrying values of such amounts.
7
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED FEBRUARY 28, 2002
(1) Summary of Significant Accounting Policies, Continued:
Marketable Securities:
The Company accounts for investments under the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Investment securities are classified
into one of three categories: held-to-maturity, available-for-sale, or trading.
Securities are considered held-to-maturity when the Company has the positive
intent and ability to hold the securities to maturity. These securities are
recorded as either short-term investments or long-term marketable securities on
the balance sheet depending upon their original contractual maturity dates.
Held-to-maturity securities are stated at amortized cost, including adjustments
for amortization of premiums and accretion of discounts. Securities are
considered trading when bought principally for the purpose of selling in the
near term. Trading securities are recorded as short-term investments and are
carried at market value. Unrealized holding gains and losses on trading
securities are included in operating income. Securities not classified as
held-to-maturity or as trading are considered available-for-sale.
Available-for-sale securities are recorded as either short-term investments or
long-term marketable securities and are carried at market value with unrealized
gains and losses included in other comprehensive income in stockholders' equity.
Comprehensive Income (Loss):
SFAS No. 130, "Reporting Comprehensive Income," established new rules
for the reporting and display of comprehensive income and its components. SFAS
No. 130 requires unrealized gains or losses on the Company's available-for-sale
securities and foreign currency translation adjustments to be reported as a
separate component (comprehensive income/loss) of stockholders' equity.
(2) Convertible Note Receivable:
In January 2003, the Company obtained a Convertible Note (the "Note")
from European Nickel Plc ("EN") for $50,000 cash. The Note does not
bear interest, and calls for EN to repay the note upon receipt by EN of
(pound)1,000,000 from the Company relating to a subscription by the
Company for 1,666,666 ordinary (pound)0.01 shares of EN. If the Company
does not subscribe to the shares by March 17, 2003, the Note will be
converted into 51,875 ordinary (pound)0.01 shares of EN.
Subsequent Event
In March 2003, the Company converted the Note into 51,875 ordinary
(pound)0.01 shares of EN.
(3) Due to Shimoda Capital Advisors Limited:
In January 2003, the Company obtained an interest-free loan from
Shimoda Capital Advisors Limited, a company affiliated through common ownership.
The loan is due in May 2003.
8
SHIMODA RESOURCES HOLDINGS, INC.
(FORMERLY ELPLATA CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED FEBRUARY 28, 2002
(4) Common Stock Transactions:
In January 2003, the Company issued 1,739,130 shares of its $.001 par
value common stock for certain assets of Shimoda Resources Limited
("SRL"), a company affiliated through common ownership. In accordance
with Staff Accounting Bulletin No. 48 of the United States Securities
and Exchange Commission, the assets were recorded at the carryover
basis of the transferor of $6,499,440, which is included in Investments
in the accompanying balance sheet (see Schedule A). Such carryover
basis was obtained from unaudited financial statements of SRL as of
December 31, 2002, and could be subject to adjustments arising from,
among other things, the completion of SRL's audit.
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) 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.
9
Shimoda'scritical 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, Liquidity and Capital Resources
Shimoda's management continues to actively seek substantial additional financing
in order to pursue the acquisition of resource licenses and resource companies
that are based in Emerging Europe.
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
prior and 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, and as stated in prior filings, 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.
Acquisition 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, which represent substantially all of the
assets of SRL, in exchange for 1,739,130 shares of the Registrant's newly issued
common stock. The agreement calls for SRL to provide audited financial
statements for the period ended December 31, 2002, which have not yet been
provided.
The Company has received audited statements from SRL for the periods ending
December 31, 2000 and 2001.
Current Holdings
European Nickel plc - Turkey & Albania - Regional Deposits
The Ophiolite deposits throughout South Eastern Europe have numerous identified
deposits of nickel laterites in countries including Turkey, Greece, Macedonia,
Albania, Bosnia and Serbia. The deposits' status range from Mineable Resource
through to Inferred Resource. The nickel laterites of South East Europe have not
been available for development due to regional politics. The nickel laterites of
the region are also unique in their geological formation, which enables them to
be amenable to a heap leach process that European Nickel has developed. This
ability to turn known, developed deposits from sub-economic to economic projects
in a region with diversified political and economic risk and to develop a large
nickel production operation in the region will have significant financial
benefits.
10
The Caldag deposit in Western Turkey is a high grade nickel laterite ore body
which will be mined and exported through the port of Izmir to Northern Greece.
The ore will then be transported to a ferronickel smelter in Macedonia and toll
treated to a ferronickel product. Caldag was discovered by the Turkish
Government Mining and Exploration Service, MTA (Maden Tetkik Arama). Exploration
began in 1974 and was completed in 1979. The geological resource of 56 million
tons at 1.28% nickel will be exploited, with a current market value in excess of
US$8 billion.
In total, the geological resource of European Nickel is 350 million tons at
average grade 1.21% nickel which will be exploited (over 50% greater than 1.4%
nickel).
Revenue is set to start in April 2003 from Turkey.
Gulf International Minerals - Tajikistan
Gulf International Minerals signed a Joint Venture Agreement in 1993 with the
State Committee of Industrial Affairs of the Republic of Tajikistan. The
agreement was negotiated to cover several known precious metal deposits in
Northern Tajikistan and the concentrating facility at Kansai. All the depsoits
are located within the gold bearing ore fields of the Tian Shan Fold, one of the
world's most prolific gold bearing rock belts running from Kyrgystan to the
east, across Northern Tajikistan and west into Uzbekistan. Gulf International's
geological research of the former Russian archives is proving to be very
exciting with positive indications of 60 gold deposits, some of which are
sizeable.
The Company is currently focusing its energies on the recommissioning of the
Aprelevka deposit. Having just completed massive works necessary to put the pit
into full production, the Russians only had time to extract approximately 30,000
oz of gold (after removing 9 million tons of rock overburden). This was achieved
at a grade of 6gms of gold per ton of ore. They left behind a dynamic open pit
gold deposit, which overnight became one of many Tajik businesses to close. It
remained closed until Gulf International commenced the present work to
recommission the mine. It is calculated that with a mining cost of approximately
$135 per ounce of gold recovered, this mine will be one the lowest cost gold
producers in the world.
The Burgunda/Ikkizhilon deposits are in the company's focus in Phase II of the
Joint Venture partnership in Tajikistan. Early geological reports indicated a
very exciting opportunity to prove up to several million ounces of gold. The
Karamazar Region makes up the "Blue Sky" for Gulf International, representing a
land holding of approximately 2,000 sq kilometres.
Gold production commenced in September 2002.
Other Holdings - The Company acquired shares in certain resources companies
whose primary assets are located in Eastern Europe (see Schedule A).
Plan of Operations
For the three months ended February 28, 2003 and 2002, 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, 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
11
Securities Act of 1933, as amended , and the acquisition of certain assets.
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
1,739,130 common shares were issued on January 23, 2003 in payment for certain
assets that were acquired by the Company (see Acquisition of Assets), bringing
the total to 2,293,282 common shares issued and outstanding.
Item 3 - Defaults on Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
The Company, in December 2002, 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 during the prior fiscal year and in
September 2002.
12
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 relating to the
Investment Company Act of 1940. Management continues to remain in contact with
the SEC with regard to completion of the filing and expects that it will be
required in the future to file as an Investment Company.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits - Exhibit A - List of assets acquired from Shimoda Resources Limited.
Reports on Form 8-K - February 7, 2003 8-K report on the acquisition of certain
assets from Shimoda Resources Limited.
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.
April 21, 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 February 28th, 2003 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.
April 21, 2003 /s/ David J Mapley
----------------------------------
David J Mapley
President, Chief Executive Officer
& Director
13
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):
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.
April 21, 2003 /s/ David J Mapley
----------------------------------
David J Mapley
President, Chief Executive Officer
& Director
14
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 February 28th, 2003 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.
April 21, 2003 /s/ Peter J Lazaro
-------------------
Peter J Lazaro
CFO
15
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:
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.
April 21, 2003 /s/ Peter J Lazaro
-------------------
Peter J Lazaro
CFO
16
SCHEDULE A
Shimoda Resources Limited - List of Assets
KPMG
Cyprus
Valuation Where Domicile of Number
(US$) Asset Type Activity Registered Key Assets of Shares
Quoted securities
Celtic Resources PLC $411,403 Ord. shares Metals U.K. Russia 279,146
Dalpolimetall $192,000 Ord. shares Metals Russia Russia 7,000
Priargunskzavod $202,131 Ord. shares Metals Russia Russia 10,000
Unquoted securities
Eurasia PGM $50,000 Ord. shares PGM Cyprus Russia Approx. 11%
GTI Oil Co. S.A. $450,000 Ord. shares Oil & Gas Romania Romania 141
100% of
outstanding
Kartvelo Holdings $5,200,000 Ord. shares Mining Co. Georgia Georgia shares
Various
Olager Oil LLP* - licenses Oil & Gas Kazakstan Kazakstan licenses
100% of
outstanding
Shimoda Chemicals ($6,349) Ord. shares Operating Co. Georgia Georgia shares
Various
Samara/Tomsk/KM Oil deal* - licenses Oil & Gas Russia Russia licenses
TOTAL $6,499,440
CASH (Canadian$) CAD 61,250 cash CAD 61,250
*This is a license. Transferors carryover basis was zero.
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