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 May 31, 2002

         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, 2002 there were
169,010 shares of Common Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):    YES     NO X
                                                                  ---   ---
<PAGE>

                        Shimoda Resources Holdings, Inc.

                 Form 10-QSB for the Quarter ended May 31, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1 Financial Statements                                                  3

  Item 2 Management's Discussion and Analysis                                  7


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                                     10


Signatures                                                                    10





                                                                               2
<PAGE>

Item 1 - Part 1 - Financial Statements

                        Shimoda Resources Holdings, Inc.
                         (formerly ElPlata Corporation)
                     (formerly El Plata Mining Corporation)
                                  Balance Sheet

                                   (Unaudited)


                                                                      May 31,
                                                                        2002
                                     ASSETS                         -----------
                                     ------
Current assets
   Cash                                                             $    41,129
   Note receivable, related party                                        50,025
                                                                    -----------

Total Current Assets                                                     91,154
                                                                    -----------

Other Assets
Investments                                                           3,056,151
                                                                    -----------

Total Other Assets                                                    3,056,151
                                                                    -----------

   Total Assets                                                     $ 3,147,305
                                                                    ===========



                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Liabilities
   Current liabilities
     Accounts payable - trade                                       $      --

   Total Liabilities                                                       --


Shareholders' equity Common stock - $0.001 par value
     100,000,000 shares authorized,
     541,108 shares issued and outstanding                                5,394
   Additional paid-in capital                                         2,505,346
   Accumulated other comprehensive income                               724,711
   Accumulated deficit                                                  (88,146)
                                                                    -----------

   Total Shareholders' Equity                                         3,147,305
                                                                    -----------

   Total Liabilities and Shareholders' Equity                       $ 3,147,305
                                                                    ===========




                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                        Shimoda Resources Holdings, Inc.
                         (formerly ElPlata Corporation)
                      (formerly ElPlata Mining Corporation)
                Statements of Operations and Comprehensive Income

                                   (Unaudited)

                                           Three months    Three months     Nine months     Nine months
                                               ended           ended           ended           ended
                                              May 31,         May 31,         May 31,         May 31,
                                                2002            2001            2002            2001
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>

Revenues                                   $       --      $       --      $       --      $       --
                                           ------------    ------------    ------------    ------------

Operating Expenses
   General and administrative expenses           20,955           6,177          22,558           6,177
                                           ------------    ------------    ------------    ------------


Loss from Operations                            (20,955)         (6,177)        (22,558)         (6,177)
                                           ------------    ------------    ------------    ------------

Other income (expenses)
   Interest income                                 --                23            --               135
   Interest expense                                --              --               (43)           --
                                           ------------    ------------    ------------    ------------

Loss before provision
   for income taxes                             (20,955)         (6,154)        (22,601)         (6,042)

Provision for income taxes                         --              --              --              --
                                           ------------    ------------    ------------    ------------

Net loss                                        (20,955)         (6,154)        (22,601)         (6,042)

Other comprehensive income net
   of tax

   Unrealized gain on investment                700,114            --           700,114            --
   Foreign currency translation
      adjustment                                 24,597            --            24,597            --
                                           ------------    ------------    ------------    ------------

Other comprehensive income                      724,711            --           724,711            --
                                           ------------    ------------    ------------    ------------

Total comprehensive income                 $    703,756    $     (6,154)   $    702,110    $     (6,042)
                                           ------------    ------------    ------------    ------------

Loss per share of common
   stock outstanding computed on net
   income - basic and fully diluted        $      (0.06)   $      (0.04)   $      (0.07)   $      (0.04)
                                           ============    ============    ============    ============

Weighted-average number of shares
   outstanding - basic and fully diluted        343,208         166,893         314,236         166,893
                                           ============    ============    ============    ============

</TABLE>



                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                        Shimoda Resources Holdings, Inc.
                         (formerly ElPlata Corporation)
                      (formerly ElPlata Mining Corporation)
                            Statements of Cash Flows
                     Nine months ended May 31, 2002 and 2001

                                   (Unaudited)

                                                         Nine months    Nine months
                                                            ended          ended
                                                           May 31,        May 31,
                                                             2002           2001
                                                         -----------    -----------
<S>                                                      <C>            <C>

Operating Activities
   Net (loss) for the period                                 (22,601)        (6,042)

   Adjustments to reconcile net (loss)
   to net cash provided by (used for) operations:
      Note receivable, related party                         (50,025)          (946)
                                                         -----------    -----------

Net cash used for operating activities                       (72,626)        (6,988)

Investing Activities
      Purchase of shares in Gulf International Minerals     (650,000)         - 0 -
      Purchase of shares in European Nickel plc             (218,965)         - 0 -
                                                         -----------    -----------

Net Cash used for investing activities                      (868,965)

Financing Activities
   Proceeds from issuance of capital stock, net              982,705            343
                                                         -----------    -----------

Increase (Decrease) in Cash                                   41,114         (6,645)

Cash at beginning of period                                       15          7,358
                                                         -----------    -----------

Cash at end of period                                    $    41,129    $       713
                                                         ===========    ===========
</TABLE>

Supplemental disclosure of cash flow information:

         No amounts were paid for interest or taxes.

Supplemental disclosure of non-cash investing and financing activities:

         In April  2002,  Shimoda  issued  250,000  shares to Shimoda  Resources
         Limited in exchange  for shares in European  Nickel plc.  Also in April
         2002,  Shimoda  issued  11,000 shares to Shimoda  Resources  Limited in
         exchange for shares in Gulf International Minerals.

         In February 2002, Shimoda issued 1,421 common shares to Shimoda Capital
         Advisors  Limited  ("SCAL")  in payment  for  expenses in the amount of
         approximately  $14,210  paid on its  behalf by SCAL.  Also in  February
         2002,  Shimoda issued 794 common shares to Shimoda Capital (USA),  Inc.
         ("SCUSA")  in payment  for  expenses in the amount of  approximately  $
         7,940 paid on its behalf by SCUSA.


                                                                               5
<PAGE>
<TABLE>
<CAPTION>

                        Shimoda Resources Holdings, Inc.
                         (formerly ElPlata Corporation)
                      (formerly ElPlata Mining Corporation)

                        Statements of Stockholders Equity


                                                                                       Accumulated
                                           Common stock                   Additional      other                         Total
                                          -------------                    paid-in    comprehensive   Accumulated   stockholders'
                                              Shares         Amount        capital       income         deficit         equity
                                           -----------    -----------    -----------   -----------    -----------    -----------
<S>                                        <C>            <C>            <C>           <C>            <C>            <C>
Balance at August 31, 2000 (restated
  for 30:1 reverse stock split)                166,893    $     5,000    $    56,145                  $   (54,574)   $     6,571

Capital contributions                                                          4,415                                       4,415

Net loss for the year ended
  August 31, 2001                                                                                         (10,971)       (10,971)
                                           -----------    -----------    -----------   -----------    -----------    -----------

Balance at August 31, 2001                     166,893          5,000         60,560                      (65,545)            15

Issuance of stock in private placement         111,000            111        963,335                                     963,446
net of deferred registration costs
(unaudited)

Issuance of stock for Gulf International
Minerals shares (unaudited)                     11,000             11        109,989                                     110,000

Issuance of stock for European
Nickel plc shares (unaudited)                  250,000            250      1,352,225                                   1,352,475

Issuance of stock in exchange for
services (unaudited)                             2,215             22         19,237                                      19,259


Net loss for the nine months ended
May 31, 2002 (unaudited)                                                                                  (22,601)       (22,601)

Other Comprehensive Income

      Unrealized gain on investment                                                        700,114                       700,114
      (unaudited)

      Foreign currency translation
      adjustment (unaudited)                                                                24,597                        24,597
                                           -----------    -----------    -----------   -----------    -----------    -----------


Balance at August 31, 2001                     541,108    $     5,394    $ 2,505,346   $   724,711    $   (88,146)   $ 3,147,305
                                           ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>




                                                                               6
<PAGE>

                        Shimoda Resources Holdings, Inc.
                          Notes to Financial Statements
                         Nine months ended May 31, 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,
2001.

         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.

         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


                                                                               7
<PAGE>

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.

         Other Comprehensive Income:

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)      Investment in Equity Securities Available for Sale:

In April 2002,  the Company,  in exchange  for shares held by Shimoda  Resources
Ltd, an affiliated  entity, (a) issued 250,000 common shares in exchange for (i)
201,750  ordinary  (pound)0.01  shares and (ii)  warrants  to  purchase  148,250
ordinary  (pound)0.01  shares at (pound)1 per share of European  Nickel PLC, (b)
paid $650,000 and issued  11,000  common shares in exchange for 3,460,166  units
and 450,000  shares,  respectivelyof  Gulf  International  Minerals Ltd.  ("Gulf
International"), each unit consisting of one common share and one share purchase
warrant at CDN$0.04  per unit,  and (c) in a  transaction  with an  unaffiliated
entity  sold  111,000  shares of its  common  shares for  $999,000  in a private
placement.

The purchase of the shares of European Nickel PLC was recorded at the historical
cost basis of the  transferor,  Shimoda  Resources Ltd, in accordance with Staff
Accounting  Bulletin  No. 48 ("SAB  48") of the  United  States  Securities  and
Exchange   Commission,   "Transfers  of  Non-Monetary  Assets  by  Promoters  or
Shareholders."  SAB  48  requires  that  exchanges  of  non-monetary  assets  by
promoters or shareholders be recorded at carryover basis.

The Gulf International units were recorded at the cash consideration paid, which
exceeded  the basis to Shimoda  Resources  Ltd.  Gulf  International  shares are
publicly  traded on the TSX  (Toronto  Stock  Exchange's)  Venture  Exchange  in
Toronto, Canada (formerly the Canadian Venture Exchange). The Company intends to
hold these shares long-term and during the period ended May 31, 2002 recorded an
unrealized  gain in other  comprehensive  income.  Changes in fair value of Gulf
International  shares  are  calculated  based  on  Canadian  Dollars,  and  then
translated to U.S.  Dollars at the balance sheet.  The Company used the exchange
rate  in  effect  at the  balance  sheet  date  when  calculating  the  currency
translation.


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


                                                                               8
<PAGE>

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)      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)

The proceeds of Shimoda's April private equity financing  pursuant to Regulation
S-K of the Securities Act of 1933, as amended,  which amounted to $999,000,  and
261,000 newly  issued,  but not  registered,  common shares of Shimoda have been
invested in two Eastern European mining companies,  European Nickel plc and Gulf
International Minerals (see below).

In April 2002,  Shimoda  acquired  interests in the two resource  companies from
Shimoda  Resources,  Ltd. ("SRL").  SRL is a Cyprus-based  investment company of
which David J. Mapley,  Chief Executive Officer and President of Shimoda, is the
founder and manager. The purchases were as follows:

(a) Shimoda  purchased from SRL 201,750  ordinary 1 pence shares and warrants to
purchase  148,350  ordinary 1 pence shares of European Nickel plc ("EN") at GBP1
per share.

(b)  Shimoda  purchased  from  SRL  450,000  shares  and  450,000  warrants  (18
months/exercise  price CD 0.60 per share) of Gulf International  Minerals,  Ltd.
("GIM") Common Stock

(c) Also in April, Shimoda purchased from SRL entitlements to 3,460,166 units of
GIM (@CD 0.30). Each unit consists of one share of GIM and one warrant (24 month
/ exercise price CD 0.40 per share) of GIM

In exchange for a), b) and c) above,  Shimoda  issued  261,000  shares of Common
Stock to SRL.

Also in April 2002, Shimoda exercised the entitlements to 3,460,166 units of GIM
for US$650,000 and exercised 148,350 options in EN for US$218,965.95.

         Shimoda has  identified a number of  additional  resource  licenses and
resource  companies that it is interested in acquiring.  Shimoda  expects to use
the  proceeds  of this  offering in a similar  manner,  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,  whether  unlisted,  or listed on a  recognized  securities
exchange, whether in the country where such securities were issued or elsewhere.
Shimoda  may  also,  for cash  management  purposes,  invest  in US  Dollar  and
local-currency  denominated  instruments issued by non-US entities,  such as the
obligations of national governments,  their agencies, and shares of money market
funds, as well as the listed  equities or  fixed-income  instruments of resource
companies operating in Emerging Europe. Such investments in listed equities will
be for  the  purpose  of  obtaining  information  or the  forming  of  strategic
relationships that advance Shimoda's business objective.


                                                                               9
<PAGE>

         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. In the first  transaction,  we exchanged a total of 250,000 shares
of our  Common  Stock (at a price of US$10 per  share)  for  201,650  shares and
148,350  options for shares of the common  stock of EN at a strike price of GBP1
plus other intangible rights. Shortly thereafter,  we exercised the options at a
cost  of  GBP148,350  (US$218,965.95).  EN  is  engaged  in  nickel  mining  and
processing in Albania, Turkey, and the rest of the Balkan region.

Background:  The Ophiolite  deposits  through 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  Resources.  The nickel  laterites  of South East
Europe have not been  "available" for development due to the 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.  The Caldag deposit in Western
Turkey is a high-grade  nickel laterite ore body that 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.
The  Caldag  deposit  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 tones 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 tones at
average grade 1.21% nickel,  which will be exploited (over 50% greater than 1.4%
nickel).

Nickel production is set to start approximately August 2002 from Turkey.

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 110,000 shares of our Common Stock (at a
price of US$10  per  share).  Also in April  2002,  we  acquired  an  additional
3,460,166  shares of common stock of GIM with  warrants  attached for  3,460,166
additional  shares of common  stock of GIM for  C$1,038,050  (US$650,000),  at a
price  per  share  of  C$0.30  (US$0.25).  GIM is  engaged  in gold  mining  and
processing in Tajikistan.

Background: 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


                                                                              10
<PAGE>

Northern  Tajikistan and the concentrating  facility at Kansai. All the deposits
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's  geological
research of the former Russian archives is revealing positive  indications of 60
gold deposits, some of which are sizeable.

GIM is currently focusing its energies on the  re-commissioning 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
re-commission   the  mine.  It  is  calculated   that  with  a  mining  cost  of
approximately $123 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 many millions oz. of gold. The Karamazar
Region  makes up the  "Blue  Sky" for Gulf  International,  representing  a land
holding of approximately 2,000 sq kilometers.

Gold production is set to start approximately August 2002.

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 nine  months  ended May 31,  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  on new  unregistered  stock  and  the
acquisition of certain mining assets,  described above. The Company  anticipates
that it will begin to  generate  revenues  during the second half of the current
fiscal year. However,  the Company may continue to operate at a loss,  depending
on the success of its current  fund  raising 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 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

The  company  issued  111,000  shares of Common  Stock  pursuant  to the private
placement  exemption  available in Regulation S promulgated under the Securities
Act of 1933, as amended.


                                                                              11
<PAGE>

The Company issued a further 261,000 shares of Common Stock in a like exchange
to acquire certain mining assets in April 2002 (see Part I, Item 2, Section (2)
above) pursuant to the private placement exemption available in Regulation S
promulgated under the Securities Act of 1933, as amended.

Item 3 - Defaults on Senior Securities

None

Item 4 - Submission of Matters to a Vote of Security Holders

None

Item 5 - Other Information

On October 29,  2001,  the  Company  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.  111,000
shares  have been sold to date.  The  Company  terminated  the  offering  on May
31,2002.

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 Shares  will be offered on a  "best-efforts"  basis by the  officers,
employees  and  directors  of the  Company,  and may be offered  by  independent
referral sources and through placement agents selected by the Company who may be
registered members of the National Association of Securities Dealers, Inc.

Item 6 - Exhibits and Reports on Form 8-K

Exhibits - None
Reports on Form 8-K - None

--------------------------------------------------------------------------------

                                   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.



June 21st, 2002                                               /s/ David J Mapley
                                              ----------------------------------
                                                                  David J Mapley
                                              President, Chief Executive Officer
                                                                      & Director