U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  Form 10 - KSB

               [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 04, 2004

                   TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 000-30779

                        Shimoda Resources Holdings, Inc.
                 (Name of small business issuer in its charter)

            Nevada                                        75-2843787
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

               15 River Road, Suite 230, Wilton, Connecticut 06897

                                 (203) 563-9430

        Securities registered under Section 12 (b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock $.001 par value

Check  whether  the issuer  has (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 the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes    No X
                                                             ---   ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The issuer's revenues for the fiscal year ended August 31, 2003, was $0.00

As of August 31, 2003, the aggregate  market value of the Company's Common Stock
was not able to be determined, as the stock is not trading.

As of August 31, 2003 there were  2,293,282  shares of Common  Stock  issued and
outstanding.

***** Transitional Small Business Disclosure Format:  Yes   No X


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


PART I........................................................................3

Item 1. Description of Business...............................................3
Item 2. Description of Property...............................................3
Item 3. Legal Proceedings.....................................................3
Item 4. Submission of Matters to a Vote of Security Holders...................3


PART II.......................................................................3

Item 5. Market for Company's Common Stock and Related Stockholder Matters.....3
Item 6. Management's Discussion and Analysis or Plan of Operation.............4
Item 7. Index to Financial Statements.........................................7
Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures.................................................7


PART III......................................................................7

Item 9. Officers and Directors................................................7
Item 10. Executive Compensation...............................................8
Item 11.  Security Ownership of Certain Beneficial Owners and Management......9
Item 12. Certain Relationships and Related Transactions......................10
Item 13.  Exhibits and Reports on Form 8-K...................................10
Item 14.  Controls and Procedures............................................12
Item 15.  Principal Accountant Fees and Services.............................12


SIGNATURES...................................................................13


                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

This annual 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
<PAGE>

PART I

Item 1. Description of Business

Shimoda  Resources  Holdings,  Inc. (the  "Company")  formerly  known as ElPlata
Mining  Corporation  and ElPlata  Corporation,  is a natural  resources  focused
company doing business in Emerging  Europe.  Since taking over management of the
Company,  its  Officers  have raised new capital and  purchased  certain  mining
assets,  effectively  bringing  into  a US  regulatory  framework  a  previously
operating Cyprus investment company.

New funds raised  totaled  US$999,000  in fiscal 2002 and  US$150,006  in fiscal
2003. In fiscal 2002,  the Company  acquired  certain assets from an "affiliated
entity," Shimoda Resources Limited, a Cyprus company, ("SRL").  Specifically, it
acquired certain shares of European Nickel plc and Gulf International  Minerals.
In fiscal 2003, the Company  acquired the remaining assets of SRL (see Item 13).
In both transactions,  consideration given to SRL was in the form of SHRH common
stock.  As a  result  of SRL  distributing  the  SHRH  stock  received  in  both
transactions  to  its  own  shareholders,   SHRH  gained  55  (fifty  five)  new
shareholders, bringing its shareholder base to 487 (four hundred eighty seven).

The  Company  has  a  total  of  2,293,282  US$0.001  par  value  common  shares
outstanding to 487 shareholders of record.

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of August 31.


Item 2. Description of Property

The  Company  headquarters  is located  at 15 River  Road,  Suite  230,  Wilton,
Connecticut 06897. The Company's  telephone number there is 203-563-9430 and its
fax number is  203-563-9832.  The Company also maintains  small local offices in
Tokyo,  Japan and Moscow,  Russia for its staff. Other than its headquarters and
the two  overseas  offices,  the Company does not  currently  maintain any other
office facilities at present.

Item 3. Legal Proceedings

The Company has commenced legal proceedings against Mr. Peter Lazaro, the former
CFO,  for inter  alia  embezzlement,  misappropriation  of funds,  and breach of
financial duty re.  unauthorized  removal of  approximately  US$152,000 from the
Company. Mr. Lazaro has circulated allegations of Company  misrepresentation and
fraud to shareholders of the Company,  citing claims that he was terminated as a
"whistle-blower" under the Sarbanes-Oxley Act of 2003. The Company and its legal
counsel  are not aware of any legal  proceedings  against  it  pursuant  to such
allegations,  and will  vigorously seek to recover its funds and defend any such
allegations made against it. The Company  furthermore is discussing legal action
against Mr. Lazaro for his capricious acts in damaging the Company,  its assets,
and the value of the Company's shares.


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

None

PART II

Item 5. Market for Company's Common Stock and Related Stockholder Matters

The  Company's  Common  Stock does not trade on any  exchange or the OTC market.
There is no known public market for this  security.  No dividends have been paid
to date  and the  Company's  Board  of  Directors  does  not  anticipate  paying
dividends in the foreseeable future.

As of March 04, 2004 there were  2,293,282  shares of $0.001 par value  Common
Stock (the "Common  Stock") of the Company issued and  outstanding  and owned by
487 shareholders of record.

Common Stock Transactions

The following securities of the Company have been issued in the past four years:



                                                                               3
<PAGE>

On September 29, 1999, the Company sold 4,000,000  shares of Common Stock to the
Company's  then  President,  Mr. Glenn A. Little,  pursuant to an exemption from
registration  pursuant  to  Section  (4)(2) of The  Securities  Act of 1933,  as
amended, for $10,000 cash.

On August 15, 2001, Mr. David J. Mapley,  Director and President of the Company,
acquired 4,000,000 pre-reverse split shares of Common Stock, to be held in trust
for Shimoda Resources  Limited,  representing 80% of the then outstanding shares
of the  Company,  from Mr.  Glenn  A.  Little,  pursuant  to an  exemption  from
registration  pursuant  to  Section  (4)(2) of The  Securities  Act of 1933,  as
amended.  After the 30:1  reverse  split of  September  2001,  those shares were
reduced to a total of 133,334 common shares.

On May 17, 2002,  in accordance  with a Regulation S offering,  the company sold
111,000 shares of Common Stock at US$9.50 per share,  for an aggregate  price of
US$999,000. The purchaser is a not a resident of the United States and the offer
was made outside of the United  States.  The Company used a large portion of the
proceeds of this offering to purchase  additional  shares in European Nickel plc
and Gulf International Minerals.

On April 13, 2002, the Company  issued a further  261,000 shares of Common Stock
in a like  exchange  to  acquire  certain  mining  assets  (see Item 13,  below)
pursuant  to  the  private  placement   exemption   available  in  Regulation  S
promulgated under the Securities Act of 1933, as amended.

On September 9, 2002,  in accordance  with a Regulation S offering,  the Company
sold 13,044 shares of its Common Stock, at $11.50 per share, for an aggregate of
$150,006.  The  purchaser is a not a resident of the United States and the offer
was made outside of the United States.  The Registrant used most of the proceeds
from this offering to pay for its shareholdings in European Nickel plc.

On January 23, 2003,  the Company issued  1,739,130  shares of Common Stock in a
like exchange to acquire  certain assets (See Items 6 and 13, below) pursuant to
the private placement  exemption available in Regulation S promulgated under the
Securities Act of 1933, as amended.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Critical Accounting Policies:

As set  forth  in  greater  detail  in  Notes  (1) and  (2) of the  accompanying
financial  statements,  planned  operations  have  not  yet  commenced,  so  the
alternative  accounting principles affecting the statements are limited to those
related to the investments which were received from Shimoda Resources Limited, a
Cyprus based company affiliated through common ownership, in exchange for shares
of the registrant.  In accordance with Staff  Accounting  Bulletin No. 48 of the
U.S. Securities and Exchange Commission,  as well as other accounting literature
affecting  related party  transactions,  the basis of the assets acquired in the
exchanges,  except  for  securities  for which  there was a readily  established
market value,  were limited to the carryover basis of the transferor.  Recording
the assets at these bases  requires  significant  estimates by management in the
application  of SFAS No. 115  "Accounting  for Certain  Investments  in Debt and
Equity Securities." The fair values of those securities must be disclosed in the
accompanying  financial statements,  and if less than the carrying amount of the
underlying  security,  must be written  down to fair  value  through a charge to
earnings.

Management estimates these fair values based upon sales of similar securities in
private placements of the shares of the investees, or lacking private placements
based upon the value of the underlying assets of the investees.


         Results of operations:
         The Company  reported net income of $0.23 per share for the fiscal year
ending in 2003,  compared with a net loss of $0.19 per share for the fiscal year
ending in 2002.  The results of operations  for 2003 and 2002 reflect the impact
of the following items:

         Comprehensive Income:
         The Company  holds  shareholdings  in  resources  companies  subject to
volatile operating  environments,  therefore  fluctuating  profitabilitywhich is
often  subject to currency  fluctuations.  Such  Comprehensive  Income  includes
foreign   currency   translation   adjustment  and  unrealized  gain  (loss)  on
investments.  The  Comprehensive  Income for the fiscal  year ending in 2003 was
$428,931,  and $310,127 for 2002. The Company realized a gain of $877,380 on the
sale of shares in Celtic  Resources during the fiscal year ending in 2003. These
shares were acquired in the transfer of assets from Shimoda Resources Limited in
January 2003.

         Operating expenses:
         General and  administrative  expenses (G&A) primarily  consist of costs
associated  with (i) corporate  overhead,  (ii)  management  of holdings,  (iii)
telecommunications,  (iv) legal and audit  costs,  and (v) other  administration
expenses.  G&A expenses increased from $76,338 to $282,106 or 270% in the fiscal
year ending 2003 compared to 2002, reflecting the greater legal costs associated
with a registration and filing process, and ongoing management of holdings.


                                                                               4
<PAGE>

         Income Tax Provison:
         The Company has made a provision  for Income  Taxes of $225,000 for the
fiscal year ending in 2003,  pursuant to the realized gain on sale of securities
and a net  income  before  provision  for income tax of  $595,274.  The  Company
reported a net loss of $76,338 for the  previous  year,  and  therefore  had not
provided for income tax for the fiscal year ending in 2002

         Unrealized gain (loss) on investments:
         The Company  reported an unrealized  loss on  investments  of US$49,885
(net of tax amount) for the fiscal  year  ending in 2003,  versus an  unrealized
gain on  investments  of $380,717  reported in 2002.  A major  component of this
unrealized loss was the holding in Gulf International Minerals, which was listed
on the Canadian Venture Exchange prior to its promotion to the main board of the
Toronto  Stock  Exchange  in  January  2004.  This  holding  also  substantially
accounted for the unrealized gain reported in 2002.

         Restatment of Accounts:
     Pursuant  to  adoption  of Staff  Accounting  Bulletin  No.  48 of the U.S.
Securities  and  Exchange  Commission,  as well as other  accounting  literature
affecting  related party  transactions,  the basis of the assets acquired in the
exchanges  were limited to the carryover  basis of the  transferor.  The Company
initially  recorded these bases incorrectly and the Company therefore intends to
restate the 10-QSB filing for February 2003 in the near future.


Holdings'  Status Report - (Including  Assets  Acquired  From Shimoda  Resources
Limited):

         Gulf International Minerals
GIM is a Vancouver,  Canada based gold mining and production  company,  with its
principal assets in Tajikstan.  It is a public company whose shares trade on the
Toronto Stock Exchange.

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 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 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  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
recommission the mine. It is calculated that with a mining cost of approximately
$150 per ounce of gold recovered, a relatively low cost world gold producer.

The  Burgunda/Ikkizhilon  deposits are in the company's focus in Phase II of the
Joint Venture partnership in Tajikistan,  with production at Burgunda having now
commenced.  Production  capacity  recently doubled to 1,000 tons of ore per day,
with continued plans for expansion over the next year.

David Mapley is a Director representing Shimoda Resources Holdings,  Inc. on the
Board of Gulf.

The Company currently owns 5.6% of the issued and outstanding shares of GIM. The
investment was initially made by Shimoda  Resources  Limited,  Cyprus ("SRL") in
2002 with the purchase of 450,000 shares and 450,000 warrants.  Those securities
were acquired from SRL by the Company in April 2002, followed by the purchase of
3,960,166  additional GIM shares and 3,960,166  warrants from the issuer.  Total
holdings are 4,410,166 GIM shares and 4,410,166 GIM warrants.

         European Nickel plc.
European  Nickel plc ("EN") is a London  based  nickel  producer  with its major
assets located in Turkey. It is private company and its shares are not presently
listed on any exchange.

European Nickel  commenced mining on the Caldag nickel deposit in Western Turkey
in April  2003 and mined and  exported  a total of 40,000  tons of ore which was
exported to the  ferronickel  smelters of Greece and Macedonia.  Further exports
are planned in 2004. EN is in the process of  completing a private  placement to
raise  funds to  complete  a  drilling  program  on the  Caldag  deposit  and to
construct  and operate a large  scale heap leach  trial on the mine site.  It is
also  seeking a listing on the London AIM  market.  The funds  raised  will also
allow EN to increase its resource base in the region, through the acquisition of
further deposits that are amenable to its heap leach process.


                                                                               5
<PAGE>

The Company  currently holds 5.8 % of the issued and  outstanding  shares of EN.
The investment was initially made by Shimoda Resources  Limited,  Cyprus ("SRL")
in 2002  with  the  purchase  of  201,740  shares  and  70,000  warrants.  Those
securities were acquired from SRL by the Company in April 2002,  followed by the
purchase of 520,098  additional EN shares and 93,591 warrants from the issuer. A
5 for 1 share split in October 2002 increased the totals to 2,121,838 shares and
413,939 warrants.

         Kartvelo Holdings Limited, Cyprus
Kartvelo Holdings Limited is a special purpose company originally set-up for the
sole  purpose of owning  Kartvelo  Holdings  Limited,  Georgia.  The latter is a
mining  exploration  company domiciled in the Republic of Georgia and was set-up
for the  initial  purpose  of taking  possession  of and  exploiting  a specific
license  to  explore  for  certain  minerals  on two  properties  located in the
Georgia.  The  exploration  license has ended,  and the Company is preparing the
submission  of a budget and  feasibility  study for  commencement  of extraction
operations for industrial  minerals and gold mining  operation.  The application
for an  extraction  license  will be  submitted  before June 2004,  although the
management is watching closely  political  developments in Georgia under the new
administration. For the purposes of commencing mining of industrial minerals and
other commodities,  the Company is in the process of creating two majority owned
entities, Shimoda Chemicals Limited and Georgian Resources Limited.

         Eurasia PGM Ltd.
Eurasia  PGM is a Cyprus  based 80%  subsidiary  of Eurasia  Mining  plc, a U.K.
listed mining company with operations in Russia and South Africa. Eurasia Mining
concentrates  on the  mining of gold and  platinum  group  metals.  Eurasia  PGM
specializes in palladium and platinum  exploration,  with encouraging  palladium
and gold results obtained from continued  drilling at Kluevsky on the 350 square
kilometer  Baronskoye/Baranchinsky licence area in the Central Urals. The latest
drilling tested the central section of a 1.5-kilometer long surface  geochemical
anomaly and targeted the  definition of an open-pit  resource of platinum  group
metals and gold.

Results  to date have shown ore  grades  similar  to those that have  formed the
basis for Large-scale open pit mining in parts of Eastern Canada, where reserves
grading  1.5g/t  palladium  are  exploited.  The best  results  from this year's
drilling  included  intersections of 5.4 meters (m) assaying 2.64g/t of platinum
group metals and gold in Hole K13 and 6.2 meters  assaying 2.76 g/t (including a
1.5-meter section of 8.89 g/t) in KL18.

The discovery of  palladium-gold  mineralization  at Baronskoye  represents  the
first of its type identified in the Urals and therefore progress is of necessity
slow due to the requirement to carefully analyze and interpret  outcomes of each
completed  program to plan the next stage of work within the very large  license
areas.

         GTI Oil
GTI Oil Co. S.A. ("GTI"), a company  incorporated under the laws of Romania,  is
an Exploration and Production Oil company.  Pursuant to a Shareholders Agreement
dated April 14th, 2000, the Company holds 3% of the share capital of GTI Oil Co.
S.A.,  but will be seeking to increase  its holding  after  conducting  detailed
seismic analysis of the hydro-carbon deposits in the first half of 2004.


Market Risk:

         Market Risk  represents  the risk of loss that may impact the financial
position,  results of  operations  or cash flows of the  Company  due to adverse
changes in market prices and rates.  The Company holds  4,410,166 GIM shares and
4,410,166  GIM  warrants,  denominated  in  Canadian  Dollars and trading on the
Toronto  Stock  Exchange - this  holding  is marked to market at the  prevailing
market price and currency exchange rate at the end of the reporting period,  and
therefore the Company may suffer losses due to adverse  movements in such market
prices and currency  exchange rate. The Company has  insignificant  debt levels,
but has gained on foreign  currency  translation  adjustments  of  $108,542  and
$5,748 in fiscal years 2003 and 2002 respectively.

Liquidity and Capital Resources:

         The Company  retains a cash  balance of  $1,078,327  at fiscal year end
2003, and with  increasing  liquidity in various of its holdings due to improved
financial market  conditions,  believes that is funding will be adequate to fund
its operations for the next twelve months.

Forward-Looking Information:

         Management has begun, with the acquisition of the former SRL assets, to
actively acquire and develop interests in business opportunities and ventures in
the natural resources sector focused on Emerging Europe.


                                                                               6
<PAGE>

         It is the  intent of  management  to seek new  investors  and  suitable
situations for merger or acquisition, particularly, to pursue the acquisition of
resource licenses and resource companies that are based in Emerging Europe. With
buoyant commodity  prices,  increased global demand pursuant to growing emerging
market populations,  and the accession to the European Union of several Emerging
European  economies,  the  management  expects an  improvement  in the resources
business environment in its geographic area.  Furthermore,  the recent upgrading
of Russia's  credit rating to  investment  grade by Moody's adds to the economic
climate improvements. The management seeks to increase the capitalization of the
company, and has filed an N8A notice of intent to file a registration  statement
under the  Investment  Company Act 1940.  The  Company has been  delayed in this
process by being deemed an  Investment  Company by the SEC,  and with  personnel
changes deemed necessary to strengthen the reporting processes in the future.

         All statements,  other than statements of historical facts, are forward
looking  statements.  These  forward-looking  statements  rely  on a  number  of
assumptions   concerning   future   events  and  are  subject  to  a  number  of
uncertainties  and other  factors,  many of which are  outside of the  Company's
control,  that  would  cause  actual  results  to  materially  differ  from such
statements.  The Company therefore cautions that there are inherent difficulties
in predicting certain important  factors,  particularly the prospects for future
acquisitions,  the world  market  pricing for key  commodities,  and the cost of
attracting and retaining highly skilled personnel.

Risk Factors:
By virtue of its focus on  Emerging  Europe,  the  Company  has  non-diversified
holdings within the resources sector.  If regional  instability were to increase
markedly, the Company's business could be adversely affected and there can be no
assurance that the Company would be able to continue as a going concern.

Competition:
The Company will remain an insignificant participant among firms which engage in
acquiring or developing resources holdings in the Emerging European region.

Investment Company Act 1940:
Although  the  Company  has  previously  been  subject to  regulation  under the
Securities Act 1933, as amended, and the 1934 Act,  management,  in consultation
with the SEC, have filed notice of its intent to register  under the  Investment
Company Act of 1940.

Item 7. Index to Financial Statements

The  required  accompanying  financial  statements  are  contained  in Section F
beginning on Page __ of this document.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

None.

PART III

Item 9. Officers and Directors

The directors and executive officers serving the Company are as follows:

      Name              Age   Position Held and Tenure

David J Mapley          44    CEO & President since August 2001 & Director since
                                 March 2001
Peter Lazaro            49    CFO, Secretary & Treasurer, since August 2001,
                                 terminated January 2004
Ron Beveridge67               Director since May 2002
Graham Johnson          44    Director since August 2001
Andrew Kershaw          49    Director since August 2002
Jonathan Morley-Kirk    43    Director since August 2001


The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders or until their successors are duly elected and qualified.
Directors will be elected for one-year terms at the annual stockholders meeting.
Officers  will hold their  positions at the pleasure of the board of  directors,
absent  any  employment  agreement.  There is no  arrangement  or  understanding
between any of the  directors  or  officers of the Company and any other  person
pursuant to which any director or officer was or is to be selected as a director
or officer,  and there is no arrangement,  plan or  understanding  as to whether
non-management  shareholders  will  exercise  their voting rights to continue to
elect  the  current  directors  to  the  Company's  board.  There  are  also  no
arrangements,  agreements or understandings between non-management  shareholders
that may directly or indirectly  participate  in or influence the  management of
the Company's affairs.


                                                                               7
<PAGE>

The role of CFO,  Secretary & Treasurer is currently vacant,  with an appointee,
Ann L. Chu, commencing employment with the Company on May 17th., 2004. The Board
of Directors is assuming these duties in the interim period.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall  within the range of five to ten hours per month.  There are no
agreements  or  understandings  for any  officer  or  director  to resign at the
request of another  person,  and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

Biographical Information

David J. Mapley: Mr. Mapley is CEO, President and a Director of the Company.  He
is also the  non-executive  Chairman of the Shimoda  Group,  based in the Cayman
Islands specializing in Emerging European investments. Mr. Mapley also serves as
Director of Gulf  International  Minerals,  a Canadian listed resources company,
and holds a further  number of  executive  and  non-executive  directorships  in
various investment and resources companies.

Mr.  Mapley holds an MBA degree from the  University  of Chicago,  an M.Sc.  and
B.Sc.(Econ.)  from the London School of Economics,  is a Member of the Institute
of Directors in London, and was a past author of Swaps Chapters in the Euromoney
International  Finance Yearbook.  Mr. Mapley is a regular commentator and writer
on investment affairs in Russia and Emerging Europe.

Ron  Beveridge:  Mr.  Beveridge  brings  to the  Board  a solid  background  and
significant  experience in the steel sector. After working with Japanese trading
companies  in the early  1960's,  Mr.  Beveridge  has held  successively  senior
positions in the steel industry, principally at BHP and its affiliate companies.
He has been  responsible  for sales,  marketing and trading of steel imports and
steel making raw materials through Europe and Asia and is currently serving as a
consultant in the Black Sea Economic Region. Mr. Beveridge  attended  Wellington
College,  Wellington,  New Zealand and Victoria University in Australia.  He was
recently made a Freeman of The City of London,  as a member of the Ancient Order
of Fuellers.

Graham  Johnson:  Mr.  Johnson is Managing  Director and founder of  Continental
Capital  Markets S.A., a leading  Polish,  Russian and Hungarian  debt brokerage
house based in Switzerland.  Prior to running  Continental Capital Markets S.A.,
Mr. Johnson was a director/manager  at several financial  intermediaries were he
was active in arranging interest-rate and currency derivative hedge instruments.
Mr. Johnson was previously an  Institutional  Salesman and Trader in UK Gilts at
several UK stockbrokers in the late 1970's to late 1980's.

Andrew M. Kershaw:  Mr.  Kershaw is General  Manager of  Independent  Investment
Partners in Tokyo, an investor relations firm. He was previously a career banker
with Standard Chartered,  Commonwealth Bank of Australia,  ING Barings,  and ANZ
McCaughan  Dyson,  primarily  based  in  Japan,  where  he  ran  the  securities
operations specializing in debt and structured finance transactions. Mr. Kershaw
was one of the early  investors  in Russia,  and acted as  Director of the First
Vladivostok  Fund  1994-1996.  He was one of the founder  members of the Shimoda
Group, in Hong Kong in 1993.

Jonathan C.R.  Morley-Kirk:  Mr.  Morley-Kirk is holds a number of non-executive
directorships  which include Rockwell  Diversified  Fund, a $275 million in fund
invested  in  the  ex-soviet  bloc,  and  Obelisk  International  Trust  Company
(Guernsey) Ltd., which provides trust and corporate administration services; and
Financial Trading and Consultancy Ltd. (an institutional  brokerage company with
branches  in London,  New York,  and Zurich) of which he is  Chairman.  Prior to
moving to Jersey in 1995 Mr. Morley-Kirk was a director of SG Warburg Securities
Ltd.  in  London  where he was in  charge  of  emerging  markets  bond  trading.
Previously  Mr.  Morley-Kirk  was a director of the Midland Bank Plc  Developing
Countries  Division  which  managed  the Group's  exposure  of GBP13  billion to
emerging countries. Mr. Morley-Kirk is also a Chartered Accountant in the United
Kingdom.

Ann L. Chu: Ms. Chu is Chief Financial Officer,  Company Secretary and Treasurer
- designate,  commencing  employment  May 17th,  2004. Ms. Chu was formerly Vice
President  - Finance &  Operations  at TDA  Capital  Partners  (affiliated  with
Templeton Direct Advisors), overseeing all financial, legal/tax,  administrative
and human resources  functions for this private equity and venture capital firm,
investing in emerging  Central & Eastern  European  companies.  She has previous
experience at Kenmar Group,  Morgan  Stanley & Co, Inc.,  Chase  Manhattan  Bank
N.A.,  Price  Waterhouse  and  Deloitte  &  Touche.  Ann is a  Certified  Public
Accountant registered in New York State.

Peter J. Lazaro: Mr. Lazaro was Chief Financial  Officer,  Company Secretary and
Treasurer up to January 2004,  when he was  terminated by the Board of Directors
and a replacement appointed.

Item 10. Executive Compensation

Mr. David Mapley  earns a salary of  US$120,000  per annum as CEO. He also earns
Directors  fees of US$12,000 per annum.  Currently,  Mr. Mapley is not receiving
the Director's fees to which he is entitled.  For the fiscal year ending in 2003
Mr. Peter Lazaro  earned  US$60,000 per annum as CFO,  Treasurer and  Secretary,
commencing April 2003 by mutual agreement.


                                                                               8
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth,  as of the date of this filing,  the number of
shares of Common Stock owned of record and  beneficially by executive  officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also  included  are the  shares  held by all  executive  officers  and
directors as a group.



  Name and Address
   of Stockholder                    Number of Shares Owned        Percentage(1)
--------------------------------------------------------------------------------
Scottish Value                              342,631                   14.94%

7 Castle Street
Edinburgh EH2 3AH Scotland

Dartley Bank & Trust Co.
SG Hambros Building                         244,868                   10.68%
West Bay Street
Nassau, New Providence
Bahamas

Ueda Capital (1)
69 Jennet Street, George Town,              227,357                    9.91%
Grand Cayman, BWI

C.T. Epping
c/o Bankhaus Hermann Lampe KG               159,211                    6.94%
Obernstrasse 41
33602 Bielefield, Germany

David J. Mapley, in Trust (2)
Chrysalia Court, 206 Makarios Avenue,       133,3342                    5.0%
Limassol, Cyprus

Shimoda Emerging Europe Fund (3)
                                            110,077                     4.8%
Shimoda Russia Renaissance Fund (3)
                                             84,353                    3.68%

Ron Beveridge
3 Merewood Close                              - 0 -                    - 0 -
Bromley,  Kent  BR1 2AN.
ENGLAND.

Graham Johnson
8 Avenue Reverdil                            - 0 -                     - 0 -
Nyon, Switzerland

Andrew M. Kershaw
Shiroyama JT Trust Tower 16F, 4-3-1           1,180                     0.5%
Toranomon, Minato-ku, Tokyo 105-6016,
Japan

Jonathan C.R. Morley-Kirk                     - 0 -                    - 0 -
Pigneaux Farmhouse, Princes Tower Road,
St. Saviour, Jersey, Channel Islands

All directors and officers as a
group (6 total) (1,2)                       555,121                    24.2%


                                                                               9
<PAGE>

(1)      Mr.  Andrew  Kershaw is Director of Ueda Capital and Mr. David  Mapley,
         along with Mr. Andrew Kershaw are founders of that company.

(2)      David J. Mapley,  Non-executive Chairman of Shimoda, is the founder and
         manager of Shimoda Resources  Limited,  for whom the shares are held in
         Trust on behalf of its investors.

(3)      Mr. Mapley is Director of both the Shimoda Emerging Europe Fund and the
         Shimoda Russia  Renaissance Fund, which control the SHRH shares held by
         those shareholders,  both of which are considered "affiliated entities"
         under SEC regulations.

Item 12. Certain Relationships and Related Transactions

In April  2002,  the Company  issued  261,000  shares of common  stock in a like
exchange transaction with Shimoda Resources Limited,  Cyprus ("SRL") in exchange
for  interests  in  two  resource  companies,   European  Nickel  plc  and  Gulf
International  Minerals Limited This was the first of two transactions  with SRL
(See below).

In January 2003 the Company  issued  1,739,130  shares of common stock in a like
exchange  transaction  with SRL in exchange  for SRL's  remaining  assets.  (See
below).

In April 2003 the Company  engaged Linford  Associates as an Investor  Relations
firm, for $1,500 per month. Mr. Mapley is a co-partner of the firm.

In 2002 the Company received a 0% interest bearing shareholder loan from Shimoda
Capital Advisors Limited in the amount of US$55,000.


Item 13.  Exhibits and Reports 0n Form 8-K

On February 7, 2003,  the Company filed a Form 8-K detailing the  acquisition of
the  remaining  assets of Shimoda  Resources  Limited,  a Cyprus  company and an
"affiliated  entity"  (Mr.  David Mapley is CEO,  President  and Director of the
Company as well as Managing  Director  of SRL).  The  Company  issued  1,739,130
common shares in exchange for SRL's remaining assets, listed below.


































                                                                              10
<PAGE>
<TABLE>
<CAPTION>

         Assets Acquired From Shimoda Resources Limited in January 2003
                                                                                                                       KPMG FYE 2001
                                                                      Where       Domicile of      Carryover Basis        Number
                                 Asset Type        Activity        Registered      Key Assets          U.S.$.           of Shares
<S>                              <C>               <C>             <C>            <C>              <C>                 <C>
Quoted securities
A & B Geoscience                  ordinary        Oil & Gas          Canada        Azerbaijan
                                   shares                                                          *  $  49,775           250,000
Celtic Resources PLC              ordinary
                                   shares           Metals            U.K.           Russia        *  $ 490,014           298,118
                                  ordinary
Dalpolimetall                      shares           Metals           Russia          Russia                 $ 0             7,000
                                  ordinary
Priargunskzavod                    shares           Metals           Russia          Russia                 $ 0            10,000
                                  ordinary
Sakhalin Petroleum                 shares         Oil & Gas           U.K.           Russia                 $ 0             2,000

Unquoted securities & loans
                                  ordinary
Eurasia PGM                        shares            PGM             Cyprus          Russia           $ 112,141               600
Eurasia PGM                         loan              "                 "            Russia           $ 160,525               N/A
                                  ordinary
GTI Oil Co. S.A.                   shares         Oil & Gas          Romania         Romania                $ 0               141
                                 deposit on
GTI Oil Co. S.A.                   shares             "                 "               "                   $ 0               N/A
                                  ordinary
Kartvelo Holdings Limited          shares           Metals           Cyprus          Georgia                $ 0             4,999
                                  ordinary        Industrial
Georgian Resources                 shares          Minerals          Georgia         Georgia                $ 0               75%
                                  ordinary        Industrial
Shimoda Chemicals                  shares          Minerals          Georgia         Georgia                $ 0               75%
</TABLE>


* Market Value - not Carryover Basis.

Carryover Basis provided by SRL's auditors, KPMG, Cyprus.















                                                                              11
<PAGE>

On November  28,  2003 the  Company  filed a Form 8-K  detailing  the  temporary
detainment of its CEO,  President  and Director,  Mr. David Mapley in connection
with his recent divorce.

On January 29, 2004 the Company filed a Form 8-K detailing  the  termination  of
Peter Lazaro as CFO, Secretary and Treasurer,  and the ensuing  investigation by
police  into the  unauthorised  removal of  $152,000 of funds by him and paid to
him.

On February 4, 2004 the Company filed a Form 8-K detailing  the  appointment  of
Ann Chu as CFO, Secretary and Treasurer commencing May 17, 2004.

Item 14.  Controls and Procedures.

Based on the evaluation of the Company's  disclosure  controls and procedures by
David J Mapley,  the Company's  Chief Executive  Officer,  the end of the period
covered  by this  annual  report,  the  officer  concluded  that  the  Company's
disclosure   controls  and  procedures  were  not  effective  in  ensuring  that
information required to be disclosed by the Company in the reports that it files
or submits  under the  Securities  and  Exchange  Act of 1934,  as  amended,  is
recorded,  processed,  summarized and reported, within the time period specified
by the Securities and Exchange Commission's rules and forms.

There were significant  changes in the Company's internal controls and personnel
that should significantly improve these controls subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Item 15.  Principal Accountant Fees and Services.

Audit Fees

It is  estimated  that the total  fees that  will be  billed to the  Company  by
Stonefield Josephson, Inc. ("Stonefield") for auditing the Company's 2003 fiscal
year financial  statements  will be  approximately  $20,000.  Fees billed to the
Company by  Stonefield  for auditing the  Company's  2002  financial  statements
totaled  $7,566.  Fees billed to the Company by Stonefield  for  performing  the
quarterly  reviews  of  the  financial  statements  that  were  included  in the
Company's  quarterly  reports on Form 10-Q for the year 2003 were  $5,740.  Fees
billed to the Company by Stonefield for performing the quarterly reviews for the
year 2002 were  $1,967.  Other fees during  fiscal 2002  included  approximately
$10,000 each year for  accounting  advice and in fiscal 2002 work in  connection
with a  registration  statement.  The Audit  Committee  believes  that the audit
services   provided  and  the  fees  charged  are  compatible  with  maintaining
Stonefield's independence.

Audit Related Fees

The Company did not engage  Stonefield to provide any other advice that the fees
were not already disclosed in Audit Fees listed above. The Company paid KPMG and
Offitex in Cyprus  US$10,000 in order to assist in the  preparation  of historic
costs carryover basis  pertaining to valuation work upon transfer of assets from
Shimoda Resources Limited.

Tax Fees

Fees billed to the Company by Frank Musso  ("Musso")  for tax services  provided
during the Company's 2003 and 2002 fiscal years for income tax services relating
to the 2002 and 2001 income tax years  totaled  $1,000 and $2,811  respectively.
The Company did not engage Stonefield for any tax services.  The Audit Committee
believes  that  the  income  tax  services  provided  and the fees  charged  are
compatible with maintaining Musso's independence.

All Other Fees

The Company did not engage  Stonefield to provide any other advice that the fees
were not already  disclosed  in Audit Fees,  Audit  Related  Fees,  and Tax Fees
above.









                                                                              12
<PAGE>

SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1993,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

Shimoda Resources Holdings, Inc.

Dated: March 5, 2004



 /s/ David J Mapley
----------------------------------------
David J Mapley
President, Chief Executive Officer & Director

 /s/ Ron Beveridge
----------------------------------------
Ron Beveridge
Director

 /s/ Graham Johnson
----------------------------------------
Graham Johnson
Director

 /s/ Andrew Kershaw
----------------------------------------
Andrew Kershaw
Director

 /s/ Jonathan Morley-Kirk
----------------------------------------
Jonathan Morley-Kirk
Director


















                                                                              13
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                              FINANCIAL STATEMENTS

                      YEARS ENDED AUGUST 31, 2003 AND 2002







                                    CONTENTS

                                                                         Page
                                                                         ----


Independent Auditors' Report                                              F-1

Financial Statements:
  Balance Sheet                                                           F-2
  Statements of Operations and Comprehensive Income (Loss)                F-3
  Statement of Stockholders' Equity                                    F-4 - F-6
  Statements of Cash Flows                                                7-8
  Notes to Financial Statements                                       F-9 - F-19


<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Shimoda Resources Holdings, Inc. (formerly
  ElPlata Corporation)
Wilton, Connecticut


We have audited the accompanying  balance sheet of Shimoda  Resources  Holdings,
Inc.  (formerly  ElPlata  Corporation)  as of August 31,  2003,  and the related
statements of operations and comprehensive  income (loss),  stockholders' equity
and cash  flows  for the two  years  ended  August  31,  2003.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Shimoda Resources  Holdings,
Inc.  (formerly  ElPlata  Corporation) as of August 31, 2003, and the results of
its  operations  and its cash flows for the two years ended August 31, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 10 to the financial  statements,  the financial  statements
for the fiscal year ended August 31, 2002 have been restated to adjust the basis
of the investment in European Nickel plc.


CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
January 19, 2004































                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                         BALANCE SHEET - AUGUST 31, 2003



                                     ASSETS
<S>                                                          <C>          <C>
Current assets:
  Cash                                                       $1,078,327
  Deferred tax asset                                             20,000
  Other current asset                                             3,562
                                                             ----------

                                                                          $1,101,889

Advances to Celtic Resources Holdings Plc                                     50,000

Investments (see note 4)                                                   2,538,061
                                                                          ----------

                                                                          $3,689,950
                                                                          ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                      $  107,595
  Income taxes payable                                          245,000
  Due to shareholder                                             45,600
                                                             ----------

          Total current liabilities                                       $  398,195

Deferred tax liability                                                       239,681

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, as restated for prior period
    adjustment (see Note 9)                                   2,371,415
  Retained earnings                                             228,391
  Accumulated other comprehensive income                        445,122
                                                             ----------

          Total stockholders' equity                                       3,052,074
                                                                          ----------

                                                                          $3,689,950
                                                                          ==========
</TABLE>







The accompanying notes form an integral part of these financial statements.

                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                      YEARS ENDED AUGUST 31, 2003 AND 2002



                                                    Year ended         Year ended
                                                  August 31, 2003    August 31, 2002
                                                  ---------------    ---------------
<S>                                               <C>                <C>
Net revenues                                      $          --      $          --

Cost of revenues                                             --                 --
                                                  ---------------    ---------------

Gross Profit                                                 --                 --

Operating (income) expenses:
  General and administrative expenses                     282,106             76,338
  Gain on sale of marketable securities                  (877,380)              --
                                                  ---------------    ---------------
                                                          595,274            (76,338)
                                                  ---------------    ---------------

Income (loss) before provision for income taxes           595,274            (76,338)

Provision for income taxes                                225,000               --
                                                  ---------------    ---------------

Net income (loss)                                         370,274            (76,338)

Other comprehensive income, net of tax:
  Foreign currency translation adjustment                 108,542              5,748
  Unrealized gain (loss) on investments                   (49,885)           380,717
                                                  ---------------    ---------------
                                                           58,657            386,465
                                                  ---------------    ---------------

Comprehensive income                              $       428,931    $       310,127
                                                  ===============    ===============

Net income (loss) per share, basic and diluted    $          0.23    $         (0.19)
                                                  ===============    ===============

Weighted average number of shares
  outstanding, basic and diluted                        1,597,308            406,298
                                                  ===============    ===============
</TABLE>





























The accompanying notes form an integral part of these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      YEARS ENDED AUGUST 31, 2003 AND 2002




                                                                                      Accumulated
                                                  Common stock           Additional      other                      Total
                                                  ------------            paid-in    comprehensive  Retained    stockholders'
                                               Shares        Amount       capital       income      earnings       equity
                                             ----------    ----------    ----------   ----------   ----------    ----------
<S>                                          <C>           <C>           <C>          <C>          <C>           <C>
Balance at August 31, 2001                      166,893    $    5,000    $   60,560   $     --     $  (65,545)   $       15

Issuance of stock in private placement,
  net of offering costs                         111,000           111       963,335         --           --         963,446

Issuance of stock for shares of
  Gulf International Minerals                    11,000            11       109,989         --           --         110,000

Issuance of stock for shares of
  European Nickel plc, as restated for
  prior period adjustment (see Note 9)          250,000           250       305,785         --           --         306,035

Issuance of stock in exchange
  for services                                    2,215            22        19,236         --           --          19,258

Comprehensive income:

  Net loss for the year ended
    August 31, 2002                                --            --            --           --        (76,338)      (76,338)


                                   (Continued)






























The accompanying notes form an integral part of these financial statements.

                                                                             F-4
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                  STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002


                                                                                      Accumulated
                                                  Common stock           Additional      other                      Total
                                                  ------------            paid-in    comprehensive  Retained    stockholders'
                                               Shares        Amount       capital       income      earnings       equity
                                             ----------    ----------    ----------   ----------   ----------    ----------

Other comprehensive income, net of tax

  Foreign currency translation adjustment          --            --            --          5,748         --            5,748

  Unrealized gain on investments                   --            --            --        380,717         --         380,717
                                             ----------    ----------    ----------   ----------   ----------    ----------

        Total comprehensive income                                                                                  310,127
                                                                                                                 ----------

Balance at August 31, 2002                      541,108         5,394     1,458,905      386,465     (141,883)    1,708,881

Issuance of stock for cash                       13,044            13       149,993         --           --         150,006

Issuance of stock for certain assets of
  Shimoda Resources Limited, related party    1,739,130         1,739       762,517         --           --         764,256

Comprehensive income:

  Net income for the year ended
    August 31, 2003                                --            --            --           --        370,274       370,274

                                   (Continued)































The accompanying notes form an integral part of these financial statements.

                                                                             F-5
<PAGE>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                  STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



                                                                                      Accumulated
                                                  Common stock           Additional      other                     Total
                                                  ------------            paid-in    comprehensive  Retained    stockholders'
                                               Shares        Amount       capital       income      earnings       equity
                                             ----------    ----------    ----------   ----------   ----------    ----------
  Other comprehensive income, net of tax

    Foreign currency translation adjustment        --            --            --        108,542         --         108,542

    Unrealized loss on investments                 --            --            --        (49,885)        --         (49,885)
                                             ----------    ----------    ----------   ----------   ----------    ----------

          Total comprehensive income                --           --            --           --           --         428,931
                                                                                                                 ----------

Balance at August 31, 2003                    2,293,282    $    7,146    $2,371,415   $  445,122   $  228,391    $3,052,074
                                             ==========    ==========    ==========   ==========   ==========    ==========
</TABLE>
































The accompanying notes form an integral part of these financial statements.

                                                                             F-6
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                            STATEMENTS OF CASH FLOWS

                      YEARS ENDED AUGUST 31, 2003 AND 2002



                                                                   Year ended         Year ended
                                                                 August 31, 2003    August 31, 2002
                                                                 ---------------    ---------------
<S>                                                              <C>                <C>
Cash flows provided by (used for) operating activities:
  Net income (loss)                                              $       370,274    $       (76,338)
                                                                 ---------------    ---------------

  Adjustments to reconcile net income (loss) to net
    cash provided by (used for) operating activities:
      Issuance of stock in exchange for services                            --               19,258
      Gain on sale of marketable securities                             (877,380)              --

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Other current asset                                                 (3,562)              --
      Deferred taxes                                                     (20,000)              --

    Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                               99,992              7,603
      Income taxes payable                                               245,000               --
      Due to shareholder                                                  40,300              5,300
                                                                 ---------------    ---------------

          Total adjustments                                             (515,650)            32,161
                                                                 ---------------    ---------------

          Net cash used for operating activities                        (145,376)           (44,177)
                                                                 ---------------    ---------------

Net cash provided by (used for) investing activities:
  Payments to acquire shares in investments                             (245,592)          (868,965)
  Proceeds from sale of marketable securities                          1,318,970               --
  Note receivable, related party                                            --              (50,000)
                                                                 ---------------    ---------------

          Net cash provided by (used for) investing activities         1,073,378           (918,965)
                                                                 ---------------    ---------------

Net cash provided by financing activities -
  net proceeds from issuance of common stock                             150,006            963,446
                                                                 ---------------    ---------------

Net increase (decrease) in cash                                        1,078,008                304
Cash, beginning of year                                                      319                 15
                                                                 ---------------    ---------------

Cash, end of year                                                $     1,078,327    $           319
                                                                 ===============    ===============

Supplemental disclosure of cash flow information -
     no amounts were paid for interest or taxes
</TABLE>

                                   (Continued)













The accompanying notes form an integral part of these financial statements.

                                                                             F-7
<PAGE>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                            STATEMENTS OF CASH FLOWS

                      YEARS ENDED AUGUST 31, 2003 AND 2002



Supplemental disclosure of non-cash financing activities:

     In  February  2002,  the Company  issued  1,421  shares to Shimoda  Capital
     Advisors  Limited  ("SCAL")  in  payment  for  expenses  in the  amount  of
     approximately  $14,200 paid on its behalf by SCAL, and issued 794 shares to
     Shimoda Capital (USA), Inc. ("SCUSA") in payment for expenses in the amount
     of approximately $7,900 paid on its behalf by SCUSA.

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

     In January 2003, the Company issued 1,739,130  shares to Shimoda  Resources
     Limited in exchange for various investments as listed in note 4.


































The accompanying notes form an integral part of these financial statements.

                                                                             F-8
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(1)  Organization and Description of Business

          Shimoda   Resources   Holdings,   Inc.   (formerly  known  as  ElPlata
          Corporation)  (the "Company") was  incorporated  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 name to ElPlata Corporation and the
          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. On April 5, 2001, the Articles of  Incorporation  were amended,
          changing the name to Shimoda Resources Holdings, Inc.

          The  Company's  initial  activities  were to have quiet and  exclusive
          possession of the un-patented  lode mining claims on certain  property
          located in Elko  County,  Nevada,  together  with a right to  examine,
          sample,  drill,  develop,  mine,  extort,  process and market from the
          claims all of the metal ores,  minerals and  materials  of  whatsoever
          nature or sort,  except oil and gas.  These efforts were  unsuccessful
          and were abandoned prior to August 31, 1989, at which time the Company
          became  dormant  until  September  1999.  The  Company  is  a  natural
          resources focused company doing business in Emerging Europe.


(2)  Summary of Significant Accounting Policies:

     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.

     Foreign Currency:

          Assets  recorded in a foreign  currency are translated at the exchange
          rate on the balance sheet date. Translation adjustments resulting from
          this process are charged or credited to other comprehensive income.




















                                                                             F-9

<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies:

     Cash Concentration:

          The Company  maintains  its cash in bank deposit  accounts  which,  at
          times,  may exceed  federally  insured  limits.  The  Company  has not
          experienced any losses in such accounts.

     Cash Equivalents:

          For purposes of the statement of cash flows, cash equivalents  include
          all highly liquid debt instruments  with original  maturities of three
          months or less which are not securing any corporate obligations.

     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.

     Income Taxes:

          The Company  accounts  for taxes under SFAS No. 109,  "Accounting  for
          Income  Taxes,"  which  adopts  the asset and  liability  approach  to
          measurement of temporary  differences  between financial reporting and
          income tax return reporting.  One temporary  difference arose from the
          unrealized  gain on  investments.  A deferred tax  liability  has been
          provided of approximately  $240,000 at August 31, 2003. The Company is
          liable for and has  provided  for  corporate  federal and state income
          taxes.





                                                                            F-10
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies, Continued:

     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.

     Net Income (Loss) Per Share:

          Net  income  (loss)  per share has been  computed  using the  weighted
          average number of shares outstanding.  As of August 31, 2003 and 2002,
          the Company had no dilutive  common  stock  equivalents  such as stock
          options and warrants, and therefore basic and diluted income per share
          is the same.

     New Accounting Pronouncements:

          In October 2001, the FASB issued SFAS No. 143,  "Accounting  for Asset
          Retirement  Obligations,"  which requires companies to record the fair
          value of a liability for asset retirement obligations in the period in
          which they are incurred.  The statement  applies to a Company's  legal
          obligations  associated  with the retirement of a tangible  long-lived
          asset that results from the acquisition, construction, and development
          or  through  the  normal  operation  of a  long-lived  asset.  When  a
          liability is initially  recorded,  the company  would  capitalize  the
          cost, thereby increasing the carrying amount of the related asset. The
          capitalized  asset retirement cost is depreciated over the life of the
          respective asset while the liability is accreted to its present value.
          Upon  settlement of the  liability,  the  obligation is settled at its
          recorded amount or the company incurs a gain or loss. The statement is
          effective for fiscal years  beginning after June 30, 2002. The Company
          has implemented this pronouncement and has concluded that the adoption
          has no material impact to the financial statements.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment or Disposal of  Long-Lived  Assets." SFAS No. 144 addresses
          the  accounting  and  reporting  for the  impairment  or  disposal  of
          long-lived  assets.  The statement  provides a single accounting model
          for  long-lived  assets to be disposed of. New criteria must be met to
          classify  the asset as an asset  held-for-sale.  This  statement  also
          focuses on  reporting  the  effects  of a  disposal  of a segment of a
          business. This statement is effective for fiscal years beginning after
          December 15, 2001. The Company has implemented this  pronouncement and
          has  concluded  that  the  adoption  has  no  material  impact  to the
          financial statements.









                                                                            F-11
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

          In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
          Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
          Technical  Corrections."  SFAS No.145  rescinds SFAS No. 4, "Reporting
          Gains and Losses from  Extinguishment  of Debt," and an  amendment  of
          that Statement,  SFAS No. 64, "Extinguishments of Debt Made to Satisfy
          Sinking-Fund   Requirements,"   and  SFAS  No.  44,   "Accounting  for
          Intangible  Assets of Motor  Carriers." This Statement amends SFAS No.
          13, "Accounting for Leases," to eliminate an inconsistency between the
          required  accounting for sale-leaseback  transactions and the required
          accounting for certain lease  modifications that have economic effects
          that are  similar to  sale-leaseback  transactions.  The  Company  has
          implemented this pronouncement and has concluded that the adoption has
          no material impact to the financial statements.

          In June 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
          Associated  with Exit or Disposal  Activities."  SFAS No. 146 requires
          companies  to  recognize  costs   associated  with  exit  or  disposal
          activities  when  they  are  incurred  rather  than  at the  date of a
          commitment to an exit or disposal  plan, as previously  required under
          Emerging   Issues  Task  Force  ("EITF")  Issue  94-3.  A  fundamental
          conclusion  reached by the FASB in this  statement is that an entity's
          commitment to a plan, by itself,  does not create a present obligation
          to others that meets the definition of a liability.  SFAS No. 146 also
          establishes  that fair value is the objective for initial  measurement
          of the  liability.  The provisions of this statement are effective for
          exit or disposal  activities  that are  initiated  after  December 31,
          2002. The Company has implemented this  pronouncement and its adoption
          has had no material impact to the financial statements.

          In October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of
          Certain Financial Institutions--an amendment of FASB Statements No. 72
          and 144 and FASB Interpretation No. 9," which removes  acquisitions of
          financial  institutions  from  the  scope  of  both  SFAS  No.  72 and
          Interpretation 9 and requires that those transactions be accounted for
          in accordance with SFAS No. 141, "Business Combinations," and SFAS No.
          142,  "Goodwill  and  Other  Intangible  Assets."  In  addition,  this
          Statement  amends  SFAS No. 144,  "Accounting  for the  Impairment  or
          Disposal  of  Long-Lived  Assets,"  to include in its scope  long-term
          customer-relationship intangible assets of financial institutions such
          as depositor- and  borrower-relationship  intangible assets and credit
          cardholder   intangible   assets.   The   requirements   relating   to
          acquisitions of financial  institutions are effective for acquisitions
          for which the date of  acquisition is on or after October 1, 2002. The
          provisions  related to  accounting  for the  impairment or disposal of
          certain   long-term   customer-relationship   intangible   assets  are
          effective on October 1, 2002.  The adoption of this  Statement did not
          have a material impact to the Company's  financial position or results
          of  operations  as the  Company  has not  engaged  in  either of these
          activities.







                                                                            F-12
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

          In  December  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
          Stock-Based  Compensation--Transition  and  Disclosure,"  which amends
          SFAS No. 123,  "Accounting for Stock-Based  Compensation",  to provide
          alternative  methods of transition for a voluntary  change to the fair
          value   based   method  of   accounting   for   stock-based   employee
          compensation.  In  addition,  this  Statement  amends  the  disclosure
          requirements of SFAS No. 123 to require prominent  disclosures in both
          annual and interim financial statements about the method of accounting
          for  stock-based  employee  compensation  and the effect of the method
          used  on  reported  results.   The  transition   guidance  and  annual
          disclosure  provisions  of SFAS No. 148 are effective for fiscal years
          ending after December 15, 2002, with earlier application  permitted in
          certain circumstances. The interim disclosure provisions are effective
          for financial  reports  containing  financial  statements  for interim
          periods  beginning  after  December  15,  2002.  The  adoption of this
          statement did not have a material  impact on the  Company's  financial
          position  or results of  operations  as the Company has not elected to
          change to the fair value based method of  accounting  for  stock-based
          employee compensation.

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation
          of  Variable  Interest  Entities."  Interpretation  No. 46 changes the
          criteria  by  which  one  company   includes  another  entity  in  its
          consolidated financial statements. Previously, the criteria were based
          on control through voting interest.  Interpretation  No. 46 requires a
          variable  interest  entity to be  consolidated  by a  company  if that
          company is subject to a majority of the risk of loss from the variable
          interest entity's  activities or entitled to receive a majority of the
          entity's  residual  returns or both.  A company  that  consolidates  a
          variable  interest  entity is called the primary  beneficiary  of that
          entity. The consolidation  requirements of Interpretation No. 46 apply
          immediately to variable  interest  entities  created after January 31,
          2003. The  consolidation  requirements  apply to older entities in the
          first  fiscal year or interim  period  beginning  after June 15, 2003.
          Certain  of  the  disclosure   requirements  apply  in  all  financial
          statements  issued  after  January 31,  2003,  regardless  of when the
          variable interest entity was established.

          In December 2003, the FASB revised certain elements of  Interpretation
          No. 46. The FASB also  modified the effective  date of  Interpretation
          No. 46.  For all  entities  that were  previously  considered  special
          purpose entities,  Interpretation  No. 46 should be applied in periods
          ending after December 15, 2003. Otherwise, Interpretation No. 46 is to
          be applied for  registrants  who file under  Regulation  SX in periods
          ending  after  March 15,  2004,  and for  registrants  who file  under
          Regulation  SB, in periods ending after December 15, 2004. The Company
          does not expect the adoption of this  pronouncement to have a material
          impact on the financial statements.




                                                                            F-13
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:


          During  April  2003,  the FASB  issued  SFAS No.  149,  "Amendment  of
          Statement  133 on  Derivative  Instruments  and  Hedging  Activities,"
          effective for contracts  entered into or modified after June 30, 2003,
          except as stated below and for hedging relationships  designated after
          June 30, 2003. In addition,  except as stated below, all provisions of
          this Statement should be applied prospectively. The provisions of this
          Statement that relate to Statement 133 implementation issues that have
          been effective for fiscal  quarters that began prior to June 15, 2003,
          should  continue  to be applied in  accordance  with their  respective
          effective dates. In addition,  paragraphs 7(a) and 23(a), which relate
          to  forward  purchases  or sales of  when-issued  securities  or other
          securities  that do not yet exist,  should be applied to both existing
          contracts  and new  contracts  entered into after June 30,  2003.  The
          adoption  of this  Statement  did not have a  material  impact  to the
          Company's  financial  position or results of operations as the Company
          has not engaged in such transactions.

          During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity," effective for financial  instruments entered into or modified
          after May 31, 2003, and otherwise is effective for public  entities at
          the beginning of the first  interim  period  beginning  after June 15,
          2003.  This  Statement   establishes   standards  for  how  an  issuer
          classifies   and   measures   certain   financial   instruments   with
          characteristics  of both  liabilities and equity.  It requires that an
          issuer classify a freestanding financial instrument that is within its
          scope as a  liability  (or an asset  in some  circumstances).  Many of
          those  instruments were previously  classified as equity.  Some of the
          provisions  of  this  Statement  are   consistent   with  the  current
          definition of liabilities in FASB Concepts  Statement No. 6, "Elements
          of   Financial   Statements".   The  Company  has   implemented   this
          pronouncement  and has  concluded  that the  adoption  has no material
          impact to the financial statements.























                                                                            F-14
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

          In December 2003, the FASB issued a revised SFAS No. 132,  "Employers'
          Disclosures about Pensions and Other  Postretirement  Benefits," which
          replaces the previously  issued SFAS No. 132. The revised SFAS No. 132
          increases the existing  disclosures  for defined benefit pension plans
          and other defined benefit  postretirement  plans. However, it does not
          change the measurement or recognition of those plans as required under
          SFAS No.  87,  "Employers'  Accounting  for  Pensions,"  SFAS No.  88,
          "Employers'  Accounting for  Settlements  and  Curtailments of Defined
          Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,
          "Employers'   Accounting  for   Postretirement   Benefits  Other  Than
          Pensions."  Specifically,  the revised SFAS No. 132 requires companies
          to provide additional  disclosures about pension plan assets,  benefit
          obligations,  cash flows, and benefit costs of defined benefit pension
          plans and other defined benefit  postretirement plans. Also, companies
          are required to provide a breakdown  of plan assets by category,  such
          as debt, equity and real estate, and to provide certain expected rates
          of  return  and  target   allocation   percentages   for  these  asset
          categories.  The Company has implemented  this  pronouncement  and has
          concluded  that the adoption has no material  impact to the  financial
          statements.


(3)  Advance to Celtic Resources Holdings Plc:

     The advance to Celtic  Resources  Holdings Plc  ("Celtic") is  non-interest
     bearing,  with  amounts  advanced to Celtic to be held to  Shimoda's  order
     pending a proposed investment by Shimoda,  on terms to be determined,  in a
     Celtic oil project subsidiary.


(4)  Investment in Equity Securities Available for Sale:

     In April  2002,  the  Company,  in  exchange  for  shares  held by  Shimoda
     Resources  Limited,  an affiliated entity, (a) issued 250,000 common shares
     in exchange for (i) 201,650 ordinary  (pound)0.01  shares and (ii) warrants
     to purchase  148,350 ordinary  (pound)0.01  shares at (pound)1 per share of
     European Nickel plc ("EN"),  and (b) paid $650,000 and issued 11,000 common
     shares in exchange for 3,470,166 units of Gulf International  Minerals Ltd.
     ("Gulf  International"),  each unit  consisting of one common share and one
     share purchase warrant at CDN$0.04 per unit.













                                                                            F-15
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(4)  Investment in Equity Securities Available for Sale, Continued:

     The purchase of the shares of EN was recorded at the historical  cost basis
     of the  transferor,  Shimoda  Resources  Limited,  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 carryover
     basis was  originally  misstated and an adjustment  was made to restate the
     carryover basis of EN (see Note 9).

     The Gulf International shares were recorded at the cash consideration paid,
     which  exceeded  the basis of 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 recorded an unrealized
     gain  in  other  comprehensive  income.  Changes  in  fair  value  of  Gulf
     International  shares  ($1,590,395  at year-end)  are  calculated  based on
     Canadian Dollars,  and then translated to U.S. Dollars at the balance sheet
     date.  The Company  used the exchange  rate in effect at the balance  sheet
     date when calculating the currency translation.

     In September  2002, the Company  purchased an additional  319,963  ordinary
     (pound)0.01 shares of EN for $100,000 in cash.

     In January 2003, the Company  obtained a Convertible Note (the "Note") from
     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. In March 2003,  the Company  converted  the Note
     into  51,875  ordinary  (pound)0.01  shares  of EN,  increasing  the  total
     investment in EN to $675,00.

     In January 2003, the Company, in exchange for 1,739,130 shares of its $.001
     par value  common  stock,  acquired  certain  assets of  Shimoda  Resources
     Limited  ("SRL"),  a  company  affiliated  through  common  ownership.   In
     accordance  with SAB 48, the assets were recorded at the carryover basis of
     the transferor of $764,256 (of which  $491,591 was sold by year-end).  Such
     carryover  basis  was  obtained  from a  letter  of  representation  by the
     independent  auditors of SRL. The  carryover  basis of the  transferor  was
     initially  recorded  incorrectly in the Company's February 28, 2003 10-QSB.
     This quarterly report will be restated.













                                                                            F-16
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(4)  Investment in Equity Securities Available for Sale, Continued:

     A summary of  investments  in equity  securities  available  for sale is as
     follows:

                                                          Number of       Book
                                                           Shares        Basis
                                                         ----------   ----------

     Gulf International Minerals Ltd. (a)                 4,410,166   $1,590,395
     European Nickel plc, as restated for prior
       prior period adjustment (see Note 9) (b)           2,121,838      675,000
     Eurasia PGM Limited (loan)**                              --        160,525
     Eurasia PGM Limited (ordinary shares)**                    600      112,141
     Dalpolimetal**                                           7,000         --
     GTI Oil S.A.**                                             141         --
     Kartvelo Holdings Limited (Cyprus company)**             4,999         --
     Priargunsk Zavod**                                      10,000         --
     Sakhalin Petroleum plc**                                 2,000         --
                                                         ----------   ----------

                                                                      $2,538,061
                                                                      ==========

     (a)  Quoted at market price.

     (b)  Management  estimates  that the current fair value of European  Nickel
          plc shares is approximately $975,000.

     **   Acquired in the  January  2003  purchase  of certain  assets of SRL in
          exchange for 1,739,130  shares of the Company's $.001 par value common
          stock.


(5)  Due to Shareholder:

     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 on demand.


(6)  Common Stock Transactions:

     In April 2002,  the Company  issued  111,000  shares of its $.001 par value
     common stock for $999,000 in cash in a private  placement,  net of offering
     costs of $35,554.

     In September  2002, the Company issued 13,044 shares of its $.001 par value
     common stock for $150,006 in cash.

















                                                                            F-17
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(7)  Related Party Transactions:

     The Company has entered  into an  administrative  services  agreement  with
     Shimoda  Capital (USA),  Inc.  ("SCUSA"),  a related  party,  whereby SCUSA
     provides  administrative and support services to the Company. The agreement
     was amended in January  2003 and  requires  monthly  payments of $2,500 and
     expires on September 30, 2003.

     Future  minimum  payments  required  under the  agreement  are  $2,500  for
     September 30, 2003.

     Administrative  services  expense for the years  ended  August 31, 2003 and
     2002 amounted to $38,618 and $20,000, respectively.


(8)  Income Taxes:

     Income tax  expense  for the years  ended  August  31,  2003 and 2002 is as
     follows:

                                                            2003         2002
                                                         ---------    ---------

     Current expense
        Federal                                          $ 196,000    $    --
        State                                               49,000         --
                                                         ---------    ---------

                                                           245,000         --
     Deferred tax expense (benefit), principally federal   (20,000)        --
                                                         ---------    ---------

     Provision for income taxes                          $ 225,000    $    --
                                                         =========    =========

     Income tax expense (benefit) differs from the expected  statutory amount as
     follows:

                                                            2003         2002
                                                         ---------    ---------

     Expected federal income tax expense                 $ 203,000    $ (26,000)
     State income tax, net of federal benefit               32,000         --
                                                         ---------    ---------

                                                           235,000      (26,000)
     Change in valuation allowance                            --         26,000
     Other, net                                            (10,000)        --
                                                         ---------    ---------

     Effective provision for income taxes                $ 225,000    $    --
                                                         =========    =========

     Deferred  tax assets and  liabilities  at August 31,  2003  consisted  of a
     deferred tax asset of $20,000  arising from deferred  directors fees, and a
     deferred tax liability of  approximately  $240,000  arising from unrealized
     gains and losses in available for sale securities.











                                                                            F-18
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2003 AND 2002



(9)  Other Comprehensive Income:

                                                          Tax
                                              Before-tax     expense      Net-of-tax
                                                amount      (benefit)       amount
                                              ----------    ----------    ----------
     <S>                                      <C>           <C>           <C>

     Foreign currency translation adjustment  $  166,987    $   58,445    $  108,542
     Unrealized loss on investments              (76,745)      (26,860)      (49,885)
                                              ----------    ----------    ----------

     Other comprehensive income               $   90,242    $   31,585    $   58,657
                                              ==========    ==========    ==========
</TABLE>


(10) Prior Period Adjustment:

     In the April 2002 acquisition of shares of European Nickel plc, ("EN"), the
     Company initially recorded the basis of the shares acquired at an incorrect
     transferor  carryover  basis,  as  reported  by Shimoda  Resources  Limited
     (Cyprus).  In August 2003, it was determined,  from a review of the audited
     financial  statements of the  transferor,  that this basis was incorrect as
     generally  accepted  accounting  principles in the United States of America
     does not permit a company to  "revalue or write up the book value of assets
     to a market  value,  absent a  transaction  with an unrelated  entity." The
     accompanying financial statements for the fiscal year ended August 31, 2002
     include an  adjustment  to restate the  acquisition  of shares of EN to the
     transferor's  historical  carryover basis.  This statement has no effect on
     previously  reported  revenues,  net  loss or net cash  used for  operating
     activities. Also, the restatement has no related income tax effect.

     A summary is as follows:
<TABLE>
<CAPTION>

                                         As originally    Prior period         As
                                           presented       adjustment       restated
                                         -------------   -------------   -------------
     <S>                                 <C>             <C>             <C>
     Issuance of stock for shares of
       European Nickel plc               $   1,352,475   $   1,046,440   $     306,035
                                         =============   =============   =============
     Investment in European Nickel plc   $   1,721,440   $   1,046,440   $     675,000
                                         =============   =============   =============
     Additional Paid in Capital          $   3,927,571   $   1,046,440   $   2,881,131
                                         =============   =============   =============
</TABLE>


(11) Subsequent Event:

     In  January  2004,  the  Company  terminated  the  employment  of its Chief
     Financial Officer, who was also the Company's Secretary and Treasurer.  The
     Company has filed claims alleging that the former Chief  Financial  Officer
     took funds from the  Company  from  October  2003 to January  2004  without
     authorization.  The former Chief Financial Officer has filed claims against
     the Company for  unlawful  termination  and for  salaries due him that have
     been  unpaid.  The  outcome  of  these  proceedings  cannot  be  reasonably
     determined.  Therefore, no accrual for a loss contingency is provided as of
     August 31, 2003.
















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