UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-21388
Shimoda Resources Holdings, Inc.
(Exact name of registrant as specified in charter)
-
15 River Road, Suite 230, Wilton, Connecticut 06897
(Address of principal executive offices)
-
Securities Transfer Corp.,
2591 Dallas Parkway, Suite 102, Frisco, Texas 75034
(Name & Address of agent for service)
Registrant's telephone number, including area code: (203) 563-9430
Date of fiscal year end: August 31
----------
Date of reporting period: February 29, 2004
-----------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
Aregistrant is required to disclose the information specified by Form N-CSR, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-CSR unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
Item 1. Reports to Stockholders.
SEMI-ANNUAL REPORT
Shimoda Resources Holdings, Inc.
February 29, 2004
Shimoda Resources Holdings, Inc.
Schedule of Investments
February 29, 2004 (Unaudited)
Shares/Principal Amount Market Value % of Assets
COMMON STOCKS
Metal Ores-Gold/Non Ferrous
2,346,446 European Nickel, plc $ 976,309 34.28%
4,410,166 Gulf International Minerals Ltd. 1,200,828 42.17%
4,999 Kartvelo Holdings Limited (Cyprus) 0 0%
160,525 (Principal) Eurasia PGM Limited (loan) 160,525 5.64%
600 Eurasia PGM Limited 112,141 3.94%
7,000 Dalpolimetal 0 0%
10,000 Prirgunsk Zavod 0 0%
Oil & Gas-International
141 GTI Oil S.A. 0 0%
50,000 loan prior equity conversion Olager Limited 0 0%
Total for Common Stock 2,449,804 86.02%
Total Investments 2,449,804 86.02%
(Identified Cost - $1,857,517)
Other Assets net of Liabilities 398,084 13.98%
Net Assets $2,847,888 100.00%
========== ==========
The accompanying notes are an integral part of the financial statements.
Shimoda Resources Holdings, Inc.
Statement of Assets and Liabilities
February 29, 2004 (Unaudited)
Assets:
Investment Securities at Market Value $ 2,449,804
(Identified Cost - $1,857,517)
Cash 438,815
Other Current Asset 24,146
Income taxes receivable 166,036
Olager Ltd., Advances to Celtic Resources Holdings Plc 50,000
-----------
Total Assets $ 3,128,801
===========
Liabilities
Accounts payable and accrued expenses $ 48,013
Deferred income tax liability 187,300
Due to shareholder 45,600
-----------
Total Liabilities 280,913
Net Assets 2,847,888
Net Assets Consist of:
Capital Paid In 2,378,561
Realized Gain (Loss) on Investments - Net (275,660)
Unrealized Appreciation in Value
of Investments Based on Identified Cost - Net 384,987
-----------
Net Assets, for 18,133 Shares Outstanding $ 2,847,888
===========
Net Asset Value and Redemption Price
Per Share ($2,847,888/2,293,282 shares) $ 1.24
The accompanying notes are an integral part of the financial statements.
Shimoda Resources Holdings, Inc.
Statement of Operations
For the period ended February 29, 2004(Unaudited)
Investment Income:
Dividends $ 0
Interest 0
Total Investment Income 0
Expenses: (Note 2)
General and administrative 330,372
Refundable income taxes (186,320)
---------
Total Expenses (144,052)
Net Investment Loss 0)
Realized and Unrealized Gain (Loss) on Investments:
Realized Gain (Loss) on Investments 0
Unrealized Appreciation (Depreciation) on Investments (60,135)
Net Realized and Unrealized Gain (Loss) on Investments (60,135)
---------
Net Increase (Decrease) in Net Assets from Operations $(204,187)
=========
The accompanying notes are an integral part of the financial statements.
Shimoda Resources Holdings, Inc.
Statement of Changes in Net Assets (Unaudited)
9/1/2003
to
2/29/2004
-----------
From Operations:
Net Investment Loss $ (144,052)
Net Realized Gain (Loss) on Investments 0
Net Unrealized Appreciation (Depreciation) (60,135)
-----------
Increase (Decrease) in Net Assets from Operations (204,187)
From Capital Share Transactions:
Proceeds From Sale of Shares 0
Shares Issued on Reinvestment of Dividends 0
Cost of Shares Redeemed 0
Net Increase (Decrease) from Shareholder Activity 0
-----------
Net Increase (Decrease) in Net Assets (204,187)
Net Assets at Beginning of Period 3,052,075
-----------
Net Assets at End of Period $ 2,847,888
Share Transactions:
Issued 0
Reinvested 0
Redeemed 0
Net increase (decrease) in shares 0
Shares outstanding beginning of period 2,293,282
Shares outstanding end of period 2,293,282
The accompanying notes are an integral part of the financial statements.
Shimoda Resources Holdings, Inc.
Financial Highlights (Unaudited)
Selected data for a share outstanding throughout the period: 9/1/2003
to
2/29/2004
----------
Net Asset Value -
Beginning of Period $ 1.33
Net Investment Income/(Loss) (0.06)
Net Gains or Losses on Securities
(realized and unrealized) (0.03)
----------
Total from Investment Operations (0.09)
Distributions (From Net Investment Income) 0.00
Distributions (From Capital Gains) 0.00
Total Distributions 0.00
Net Asset Value -
End of Period $ 1.24
Total Return (6.77)%
Ratios/Supplemental Data
Net Assets - End of Period (Thousands) 2,488
Ratio of Expenses to Average Net Assets 11.58%*
Ratio of Net Income to Average Net Assets (9.77)%*
Portfolio Turnover Rate 0%*
* Annualized
The accompanying notes are an integral part of the financial statements.
Shimoda Resources Holdings, Inc.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2004 (UNAUDITED)
1.)
ORGANIZATION
Shimoda Resources Holdings, Inc. (the "Company") was registered as an investment
company on May 21, 2003 and commenced operations on September 30, 1999. The
Company is a closed-end, non-diversified investment company established under
the laws of Nevada by Articles of Incorporation dated September 30, 1999.
Prior to May 21, 2003, the Company was not registered under the Investment
Company Act of 1940, as amended (the "Act"), and was not operated as a
closed-end investment company even though the Company fell within the definition
of "investment company" under the Act. The Company is now registered under the
Act, and is taking steps to register its shares under the Act.
Shimoda Resources Holdings, Inc. is a company seeking capital appreciation.
Significant accounting policies of the Company are presented below:
2.)
SIGNIFICANT ACCOUNTING POLICIES
SECURITY VALUATION:
The price (net asset value) of the shares of the Company is normally determined
as of 4:00 p.m., Eastern time on the last business day of each week. The Company
is normally open for business on every day except Saturdays, Sundays and the
following holidays: New Year`s Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
Securities that are traded on any exchange or on the NASDAQ over-the-counter
market are valued at the last quoted sale price. Lacking a last sale price, a
security is valued at its last bid price except when, in the Adviser`s opinion,
the last bid price does not accurately reflect the current value of the
security. All other securities for which over-the-counter market quotations are
readily available are valued at their last bid price. When market quotations are
not readily available, when the Adviser determines the last bid price does not
accurately reflect the current value or when restricted securities are being
valued, such securities are valued as determined in good faith by the Adviser,
in conformity with guidelines adopted by and subject to review of the Board of
Directors.
Fixed income securities generally are valued by using market quotations, but may
be valued on the basis of prices furnished by a pricing service when the Adviser
believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. If the Adviser decides that a price
provided by the pricing service does not accurately reflect the fair market
value of the securities, when prices are not readily available from a pricing
service or when restricted or illiquid securities are being valued, securities
are valued at fair value as determined in good faith by the Adviser, in
conformity with guidelines adopted by and subject to review of the Board of
Directors, and investments in fixed income securities with a maturity of less
than 60 days when acquired, or which subsequently are within 60 days of
maturity, are valued by using the amortized cost method of valuation, which the
Board of Directors has determined will represent fair value.
SECURITY TRANSACTION TIMING:
Security transactions are recorded on the dates transactions are entered into
(the trade dates). Dividend income and distributions to shareholders are
recorded on the ex-dividend date. Interest income is recorded as earned. The
Company uses the identified cost basis in computing gain or loss on sale of
investment securities. Discounts and premiums on securities purchased are
amortized over the life of the respective securities.
INCOME TAXES:
It is the Company's policy to distribute annually, prior to the end of the
calendar year, dividends sufficient to satisfy excise tax requirements of the
Internal Revenue Code. This Internal Revenue Code requirement may cause an
excess of distributions over the book year-end accumulated income. In addition,
it is the Company's policy to distribute annually, after the end of the fiscal
year, any remaining net investment income and net realized capital gains.
ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
OTHER:
Generally accepted accounting principles require that permanent financial
reporting tax differences relating to shareholder distributions be reclassified
to paid in capital.
3.)
INVESTMENT ADVISORY AGREEMENT
The Company intends to enter into an investment advisory agreement with Shimoda
Capital Advisors Limited ("the Adviser"). The Company currently pays a salary to
David Mapley of US$120,000 per annum and a salary to Ron Beveridge of US$60,000
per annum, pursuant to a Business management Agreement.
The Company pays all operating expenses of the Company including taxes,
interest, brokerage commissions and extraordinary expenses.
4.)
RELATED PARTY TRANSACTIONS
All directors of the company are paid US$ 12,000, although up to August 2003
this has been waived.
5.)
CAPITAL STOCK
The authorized capitalization of the Company consists of 100,000,000 shares of
common stock of $0.01 par value per share. Paid in capital at February 29, 2004
was $2,378,561 representing 2,293,282 shares outstanding.
6.)
PURCHASES AND SALES OF SECURITIES
For the six months ended February 29, 2004, purchases and sales of investment
securities other than U.S. Government obligations and short-term investments
aggregated $4,259 and $0 respectively. Purchases and sales of U.S. Government
obligations aggregated $0 and $0, respectively.
7.)
SECURITY TRANSACTIONS
For Federal income tax purposes, the cost of investments owned at February 29,
2004 was $1,857,517.
At February 29, 2004, the composition of unrealized appreciation (the excess of
value over tax cost) and depreciation (the excess of tax cost over value) was as
follows:
Appreciation (Depreciation) Net Appreciation (Depreciation)
------------- --------------- -------------------------------
592,287 0 592,287
8.)
CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the
voting securities of a fund or investment company creates a presumption of
control of the fund or investment company, under Section 2(a)(9) of the
Investment Company Act of 1940. As of February 29, 2004, no single entity, in
aggregate, owned more than 25% of Shimoda Resources Holdings, Inc.
- ------------------ ------------- ----------- -------------------------------- --------------------------------
No. of
Funds
Term of In Fund
Name, Office Complex
Position(s) and Length of Overseen Principal Occupation(s) Other Directorships
Address and Age Time Served by Trustee During Past Five Years Held by Trustee
- ------------------ ------------- ----------- -------------------------------- --------------------------------
Interested
Trustees:
David J. Mapley, CEO & 5 CEO, President and Director of Gulf International Minerals
CEO & President President Shimoda Resources Holdings, Ltd. Basis Pac-Rim Opportunity Fund
& Director since Inc. since 2001. Director and Foyil New Europe Fund Ltd.
15 River Road, August 2001 Co-founder of Shimoda Capital IndiaCard Ltd.
Suite 230 Director Advisors Limited since Shimoda Capital (USA), Inc.
Wilton, CT 06897 since March 1996-2003. Nakata Capital Advisors
Age: 44 2001 Limited.
Crownhill (USA), Inc.
Shimoda Russia Renaissance Fund LDC.
Shimoda Emerging Europe Fund Ltd.
Shimoda US Technology Fund
Omron Oil Trading Fund Ltd.
Borjomi Valley Springs
Savane Winery
Kartvelo Holdings Limited
Shimoda Resources Limited
Ron Beveridge,
Trustee
3 Merewood Close Since 2002 Senior Vice President of BHP
Bromley and its affiliated entities.
Kent BR 12 AN
England
Age: 68
- ------------------ ------------- ----------- -------------------------------- --------------------------------
Non-Interested
Trustees
Andrew M. Kershaw Since 2002 CEO of Independent Investment Director of Indepependent
Trustee Partners in Tokyo since March Investment Partners LTD Hong
Age: 49 1999 to present. Kong since March 2001.
Head of Corporate and
Institutional Banking
Standard Chartered Bank Japan
from January 1999 to December
2001.
Graham Johnson Since 2001 Managing Director and founder
Trustee of Continental Capital Markets
Continental SA.
Capital Markets
SA
8 AV. Reverdil
Nyon,
Switzerland 1260
Age: 45
Jonathan Morley- Since 2001 Managing Director of SG Director of Rockwell
Kirk (Resigned Warburg Securities Ltd. Diversified Fund, Director of
Pigneaux 2004) Obelisk International Trust
Farmhouse Compnay (Guernsey) Ltd. and
Princes Tower Chairman of Financial Trading
Road and Consultancy Ltd.
St. Saviour
Jersey, Channel
Islands
Age: 44
- ------------------ ------------- ----------- -------------------------------- --------------------------------
Officers:
Ann Chu Since May 17, Vice President and Chief
Vice President 2004 Financial Officer of Shimoda
and Chief Resources Holdings, Inc. since
Financial Officer May 17, 2004. Vice President of
15 River Road, Finance & Operations of TDA
Suite 230 Capital Partners, Inc. since
Wilton, CT 06897 1999.
Age: 41
- ------------------ ------------- ----------- -------------------------------- --------------------------------
Investment Adviser
Shimoda Capital Advisors Limited
C/o KPMG - Genesis Trust Co. Ltd
2nd Floor, Century Yard,
Cricket Square, Elgin Avenue
George Town, Grand Cayman.
Dividend Paying Agent,
Shareholders' Servicing Agent,
Transfer Agent
Securities Transfer Corporation
2591 Dallas Parkway Ste102
Frisco, Texas 75034
Custodian
Morgan Stanley DW, Inc
105 Town Green,
Old Ridgefield Road,
Wilton, CT 06897,
USA
Independent Auditors
Stonefield Josephson,Inc.,
1620 26th Street, Suite 400 South
SANTA MONICA, CA 90404
This report is provided for the general information of the shareholders of
Shimoda Resources Holdings, Inc.. This report is not intended for distribution
to prospective investors in the Company, unless preceded or accompanied by an
effective prospectus.
Item 2. Code of Ethics. Not applicable.
Item 3. Audit Committee Financial Expert. Not applicable.
Item 4. Principal Accountant Fees and Services. Not applicable
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments. Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Funds. Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Funds. None.
Item 9. Submission of Matters to a Vote of Security Holders. None.
Item 10. Controls and Procedures.
(a)
Based on an evaluation of the registrant's disclosure controls and procedures as
of June 1, 2004, the disclosure controls and procedures are reasonably designed
to ensure that the information required in filings on Forms N-CSR is recorded,
processed, summarized, and reported on a timely basis.
(b)
There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal half-year
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
Item 11. Exhibits.
(a)(1)
EX-99.CODE ETH. Not applicable
(a)(2) The certifications of the registrant as required by Rule 30a-2(a) under
the Act are attached as exhibits to this report.
EX-99.CERT. Filed herewith.
(a)(3)
Any written solicitation to purchase securities under Rule 23c-1 under the Act
(17 CFR 270.23c-1) sent or given during the period covered by the report by or
on behalf of the registrant to 10 or more persons. Not applicable.
(b) The certifications of the registrant as required by Rule 30a-2(a) under the
Act are attached as exhibits to this report.
EX-99.906CERT. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the Company caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
Shimoda Resources Holdings, Inc.
/S/ David J Mapley
- ----------------------------------------
David J Mapley
President, Chief Executive Officer & Director
Date: June 12, 2004
Pursuant to the requireements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in capacities and on the dates
indicated.
/S/ David J Mapley
- ----------------------------------------
David J Mapley
President, Chief Executive Officer & Director
Date: June 12, 2004
Exhibit 99.CERT
CERTIFICATIONS (Exhibit 11-(a)2)
I, David Mapley, certify that:
1.
I have reviewed this report on Form N-CSR of Shimoda Resources Holdings, Inc.;
2.
Based on my knowledge, this 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 report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
half-year (the registrant's second fiscal half-year in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.
I have disclosed 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 and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal control over financial
reporting.
Date: June 12, 2004
/s/ David J Mapley
- ------------------
David J Mapley
President, Chief Executive Officer & Director
EX-99.906CERT
CERTIFICATION (Exhibit 11-(b))
David J Mapley, Chief Executive Officer & Director, of Shimoda Resources
Holdings, Inc. (the "Registrant"), does certify to the best of his or her
knowledge that:
1.
The Registrant's periodic report on Form N-CSR for the period ended February 29,
2004(the "Form N-CSR") fully complies with the requirements of Sections 15(d) of
the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Form N-CSR fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
/s/ David J Mapley
- ------------------
David J Mapley
President, Chief Executive Officer & Director
Date: June 12, 2004
A signed original of this written statement required by Section 906 of the
Sarbannes-Oxley Act of 2002 has been provided to Shimoda Resources Holdings,
Inc. and will be retained by Shimoda Resources Holdings, Inc. and furnished to
the Securities and Exchange Commission (the "Commission") or its staff upon
request.
This certification is being furnished to the Commission solely pursuant to 18
U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the
Commission.