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 August 31, 2001

                   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. Employee Identification No.)
 Incorporation or Organization)

             1555 Flamingo Road, Suite 155, Las Vegas, Nevada 89119
               (Address of principal executive offices) (zip code)

                                 (203) 563-9430
                 Company's telephone number, including area code

         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 files 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 X  No
                                                             ---   ---

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. [ ]

The issuer's revenues for the fiscal year ended August 31, 2001, was $0.

As of August 31, 2001, 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,  2001  there were  166,893  shares of Common  Stock  issued and
outstanding.

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

<PAGE>



                                TABLE OF CONTENTS



                                                                     Page Number
PART I

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             4

Part II

Item 5.  Market for Company's Common Stock and Related
         Stockholders Matters                                            4
Item 6.  Management's Discussion and Analysis or Plan of Operation       4
Item 7.  Index to Financial Statements                                   10
Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosures                            6

Part III

Item 9   Officers and Directors                                          7
Item 10. Executive Compensation                                          8
Item 11. Security Ownership of Certain Beneficial Owners
         And Management                                                  8
Item 12. Certain Relationships and Related Transactions                  8
Item 13. Exhibits and Reports on 8-K
         Signatures                                                      9



                  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") was  incorporated as ElPlata
Mining  Corporation  under the laws of the State of Nevada on February  23, 1973
and restated its Articles of  Incorporation on September 30, 1999. The September
30, 1999 restatement changed the Company's authorized number of shares of Common
Stock from  20,000,000 to 100,000,000 and changed the stated par value per share
from $0.05 per share to $0.001 per share and  changed  the  Company's  corporate
name to ElPlata  Corporation.  The Company changed its corporate name to Shimoda
Resources  Holdings,  Inc. in April 2001. The Company's  Common Stock,  which is
quoted on the OTC Bulletin  Board,  had its ticker symbol changed from "EPTN" to
"SHDA" at that time.  The ticker  symbol was  subsequently  changed to "SHRH" in
August 2001, when the Company reverse split all issued shares of Common Stock by
a ratio of 30:1,  resulting in the  Company's  issued share capital of 5,000,000
shares of Common Stock with a par value of US$0.001  becoming  166,893 shares of
Common  Stock with a par value of US$0.001.  The effect of all these  actions is
reflected in the  accompanying  financial  statements as of the first day of the
first period presented.

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

The Company's initial activities were to have quiet and exclusive  possession of
the unpatented  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.

The Company has had no operations,  assets or liabilities  since its fiscal year
ended August 31, 1989.  Accordingly,  since then, the Company has been dependent
upon management and/or  significant  shareholders to provide  sufficient working
capital to preserve the integrity of the corporate entity.

The Company elected to initiate the process of voluntarily  becoming a reporting
Company  under  the  Securities  Exchange  Act of 1934 by  filing  a Form  10-SB
registration statement for the year-ended August 2000. The Company has since and
intends in the future to comply with the periodical  reporting  requirements  of
the  Securities  Exchange  Act of  1934  and to  seek  to  complete  a  business
acquisition transaction.

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. In August 2001,  Mr. David J. Mapley,  Director and
President  of  the  Company,   acquired   4,000,000   shares  of  Common  Stock,
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.

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures. As of the end of the last fiscal year, the Company has divested itself
of all  operating  assets and had no business  opportunities  or ventures  under
contemplation   for   acquisition   and   proposed  to   investigate   potential
opportunities

It is the intent of the  company's  management  to  continue  seeking a suitable
situation for merger or acquisition  and to focus on the acquisition of resource
licenses and resource companies that are based in Eastern Europe.

Item 2. Description of Property

The Company  has no property  and  currently  maintains a resident  agent at CHQ
Incorporated,  1555  Flamingo  Road,  Suite  155,  Las Vegas,  Nevada  89119 and
maintains  a mailing  address  at the  offices  of its  Administrative  Services
provider,  Shimoda  Capital  (USA),  Inc. 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.  Other than its Resident Agent's office and the
mailing  address,  the Company  does not  currently  maintain  any other  office
facilities at present. The Administrative  Services Agreement,  which was signed
on October 1, 2001,  calls for Shimoda  Capital (USA),  Inc. to provide  general
management  and  administrative  services  to the  Company,  including a mailing
address.

Item 3. Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


                                       3
<PAGE>

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

An extraordinary meeting of the registered  shareholders was held on March 16th,
2001 for the purpose of  electing  two new  Directors,  John Vornle and David J.
Mapley, who were duly elected by a majority of the registered shareholders.

An extraordinary meeting of the registered shareholders was held on August 10th,
2001 for the purpose of electing two new  Directors,  Jonathan  Morley-Kirk  and
Graham   Johnson  who  were  duly  elected  by  a  majority  of  the  registered
shareholders.

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 August 31, 2001 there were 166,893  post-split  shares of $0.001 par value
Common  Stock (the "Common  Stock") of the Company  issued and  outstanding  and
owned by 435 shareholders of record.

Common Stock Transactions

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

In August  2001,  Mr. David J.  Mapley,  Director and  President of the Company,
acquired  4,000,000  shares  of  Common  Stock,  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.

Item 6. Management's Discussion and Analysis or Plan of Operation

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures. As of the end of the last fiscal year, the Company had divested itself
of all  operating  assets and had no business  opportunities  or ventures  under
contemplation   for   acquisition   and   proposed  to   investigate   potential
opportunities.

It is the  intent  of the  Corporation's  management  to  continue  seeking  new
investors  and  to  continue  to  seek  a  suitable   situation  for  merger  or
acquisition,  particularly,  to pursue the acquisition of resource  licenses and
resource companies that are based in Eastern Europe.

Operation of the Company

The  Corporation's  business  objective  is  to  achieve  above-average  capital
appreciation  by acquiring a  diversified  portfolio of resource  companies  and
resource  licenses  of  "Emerging   Europe",   namely  the  Russian   Federation
("Russia"),  other former  Soviet Union  republics or Newly  Independent  States
("NIS"),  and Central & Eastern  Europe.  The NIS is comprised of the  following
countries:   Armenia,   Azerbaijan,   Belarus,  Estonia,  Georgia,   Kazakhstan,
Kyrgyzstan, Latvia, Lithuania, Moldova, Tajikistan,  Turkmenistan,  Ukraine, and
Uzbekistan.  The  Caucasus  republics  are  defined as Armenia,  Azerbaijan  and
Georgia.  "Central & Eastern Europe" means the region,  which  includes,  unless
otherwise indicated, Albania, Bulgaria, Czech Republic, Greece, Hungary, Poland,
Romania, Slovakia, Slovenia, Turkey and countries of Former Yugoslavia. In order
to  achieve  a  superior  long-term  return on  capital  with  reduced  risk and
volatility, the Corporation will adhere to the following business principles:

     o    To concentrate on companies  engaged in the production,  processing or
          distribution of natural resources.
     o    To seek low-cost  producers to mitigate  against lower product  prices
          and maximize profits on rising prices.
     o    To emphasize excellent management and superior growth.
     o    To diversify geographically within the region and by industry sectors
     o    To avoid dealing directly in commodities.
     o    To create sector clusters, e.g. energy,  precious metals,  non-ferrous
          metals, etc.

The Corporation will  concentrate on four resources  sectors:  energy,  precious
metals, non-ferrous metals as well as industrial, paper and forest products. The
relative  weighting of each  resource  sector and region is  carefully  selected
according  to  its  attractiveness  at  any  given  time.  Acquisitions  of  the
Corporation  may be made  through  wholly  owned  subsidiaries  formed  in other


                                       4
<PAGE>

jurisdictions that benefit from the double tax treaty currently in force between
many  "Emerging  Europe"  countries  and  such  jurisdictions.   In  particular,
acquisitions  may be made via a  corporation  under  the laws of  Cyprus,  which
benefits  from the double tax treaty  currently in force  between many  Emerging
European  countries and Cyprus.  The Corporation will not allocate more than 30%
of its total assets, as of the time of acquisition, in any single corporation or
resource license,  nor will the Corporation  allocate more than 50% of its total
assets,  as at the time of  acquisition,  in any single country within  Emerging
Europe  other  than  Russia.  The  Corporation  may also  invest in U.S.  Dollar
securities   issued  by  non-US   entities  such  as   obligations  of  national
governments, their agencies and instrumentalities,  bank obligations, securities
issued by international  development  agencies and shares of money market funds,
as well as the listed equities or fixed-income instruments of resource companies
operating in "Emerging Europe".



Selection of Opportunities

The  Corporation's  business strategy is to focus on the acquisition of licenses
and  companies,  which  are at or  near-production,  in  Emerging  Europe.  More
specifically, the Corporation's strategy entails the following elements:

     *    Selectively  acquiring high quality,  resource rich,  low-cost mineral
          licenses and production companies.
     *    Providing  where  necessary high quality,  experienced  management for
          project start-up and development.

In making  decisions  regarding  investments  the  Corporation  applies a set of
criteria  to  determine  if  a  potential   acquisition   is  suitable  for  the
Corporation, including but not limited to, the following:

     *    Is the  project /  corporation  located  in a country / region  with a
          favorable or attractive business environment?
     *    Is it located in a country or region  with a  developed  /  developing
          regulatory and compliance environment?
     *    Does the project or corporation have significant upside potential?
     *    Does it have favorable entry and exit terms for the Corporation?
     *    Does it have the potential to attract future foreign capital?


Form of Acquisition

Acquisitions by the Corporation are subject to the following restrictions:

     (a)  The  Corporation  will not allocate  more than 30 percent of its total
          assets, as of the time of acquisition,  in any single resource company
          or resource licence.

     (b)  The  Corporation  will not allocate  more than 50 percent of its total
          assets,  as of the time of investing,  in any single  Emerging  Europe
          country other than Russia.

Notwithstanding  these  restrictions,   the  Corporation  may  acquire  regional
projects through one or more wholly-owned  subsidiaries of the Corporation which
the Corporation may organize for that purpose in one or more  jurisdictions  and
may lend such  subsidiaries  funds to finance the  acquisition  of such resource
opportunities,  if it considers that the use of such subsidiaries is required by
or desirable under local laws or regulations  governing  foreign  investments in
the  region.  The  Corporation's   acquisition  of  such  subsidiaries  will  be
disregarded  for  purposes  of the  limitations  and  restrictions  set forth in
paragraphs (a) and (b) above.  Any acquisitions  made through such  subsidiaries
will be  consolidated  with  those of the  Corporation  in  order  to  determine
compliance with the Corporation's asset allocation  restrictions and will not be
subject to additional fees that duplicate the fees payable by the Corporation to
the Business Manager.

Changes in the  portfolio of resource  licenses and  companies do not have to be
made merely because any of the  Corporation's  acquisition and asset  allocation
restrictions  would be breached because of appreciation or depreciation in value
after acquisition and subsequent  reduced  diversification,  or by reason of the
receipt of, or subscription for, any rights,  bonuses, or benefits in the nature
of capital or of any  acquisition  or merger or  arrangement  for  amalgamation,
reconstruction  or  conversion  or exchange or of any repayment or redemption or
other reason  outside the control of the  Corporation.  Otherwise,  the Board of
Directors accepts  responsibility for securing  compliance with such limitations
and  restrictions.  The  Business  Manager  will be required to comply with such
limitations  and  restrictions  when  carrying  out its  duties as the  Business
Manager  pursuant to a  Management  Agreement  between the  Corporation  and the
Business Manager (the "Management Agreement").

The  approach  to  selecting  potential   acquisitions   emphasizes  fundamental
corporation-by-corporation  analysis  (rather than broader  analyses of specific
industries or sectors of the economy).  Although the  Corporation  will consider


                                       5
<PAGE>

historical  value measures,  such as  price/earnings  ratios,  operating  profit
margins and  liquidation  values,  the primary factor in selecting  acquisitions
will be the target's current price relative to its long-term earnings potential,
or real book value, whichever is appropriate.  In addition, the Corporation will
consider  overall growth  prospects,  competitive  positions in export  markets,
technologies, research and development,  productivity, labor costs, raw material
costs and sources, profit margins, returns on capital, capital resources,  state
regulation, management and other factors in comparison to other companies around
the world which the Corporation  believes are comparable.  Selection methods are
subject to change from time to time based on the Corporation's research.

Due  to  the  general  absence  of  a  trading  market  for  the   Corporation's
acquisitions,   the  holdings  will   generally  be  illiquid.   Although  these
acquisitions may, in some cases, be resold in privately negotiated transactions,
the prices realized from these sales could be less than those originally paid by
the  Corporation  or less than  what may be  considered  the fair  value of such
securities.  In  addition,  the  Corporation  may be  unable to  dispose  of its
acquisitions  at  then-current  market  prices  and may have to  dispose of such
securities over extended periods of time. Furthermore,  companies in the region,
and  particularly  those that are not  publicly  traded,  are not subject to the
disclosure  and  other  investor  protection  requirements  that  are  generally
accepted  as  necessary  in  countries  with  developed   securities   laws.  If
registration of any such acquisitions areis requiredto under the securities laws
of one or  more  jurisdictions  before  being  resold,  the  Corporation  may be
required to bear the expenses of registration.

Not an "Investment Advisor"

The Company is not an "investment advisor" under the Federal Investment Advisers
Act  of  1940,  which   classification   would  involve  a  number  of  negative
considerations.  Accordingly, the Company will not furnish or distribute advise,
counsel,  publications,  writings, analysis or reports to anyone relating to the
purchase or sale of any  securities  within the language,  meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15USC 80b2(a)(11).

Not an "Investment Company"

The Company may become involved in a business  opportunity through purchasing or
exchanging  the  securities  of such  business.  The  Company  does not  intend,
however,  to engage  primarily in such  activities  and is not  registered as an
"investment  company"  under the Federal  Investment  Company  Act of 1940.  The
Company believes such registration is not required.

The Company must conduct its  activities so as to avoid  becoming  inadvertently
classified  as a transient  "investment  company"  under the Federal  Investment
Company Act of 1940, which  classification would affect the Company adversely in
a number of respects.  Section 3(a) of the  Investment  Company Act provides the
definition of an  "investment  company"  which excludes an entity which does not
engaged  primarily  in the  business  of  investing,  reinvesting  or trading in
securities,  or which  does not engage in the  business  of  investing,  owning,
holding or trading  "investment  securities"  (defined as "all securities  other
than  United  States  government  securities  or  securities  of  majority-owned
subsidiaries")  the value of which  exceeds  forty  (40.0%)  of the value of its
total assets (excluding government securities,  cash or cash items). The Company
intends to  implement  its  business  plan in a manner  that will  result in the
availability of this exemption from the definition of "investment company".  The
Company proposes to engage solely in seeking an interest in one or more business
opportunities or ventures.

Effective January 14, 1981, the U.S.  Securities and Exchange Commission adopted
Rule  3a-2  which  deems  that an  issuer  is not  engaged  in the  business  of
investing, reinvesting, owning, holding or trading in securities for purposes of
Section  3(a)(1),  cited above,  if,  during a period of time not  exceeding one
year, the issuer has a bona fide intent to be engaged  primarily,  or as soon as
reasonably  possible  (in any event by the  termination  of a one year period of
time), in a business other that of investing,  reinvesting,  owning,  holding or
trading in  securities  and such intent is evidenced by the  Company's  business
activities and  appropriate  resolution of the Company's Board of Directors duly
adopted and duly recorded in the minute book of the Company. The Rule 3a-2 "safe
harbor" may not be relied on more than a single  time.  The  Company  expects to
have invested or committed  all, or  substantially  all, of the proceeds of this
public  offering  in  the  investigation  and  / or  acquisition  of a  business
opportunity  acquisition  within a year after  completion  of the  offering  and
thereafter to not encounter the  possibility of being  classified as a transient
investment company.

Item 7.  Index to Financial Statements

The  required  accompanying  financial  statements  are  contained  in Section F
beginning on Page 10 of this document.

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

Effective  October 31,  2001,  the  Company  has  dismissed  its  Auditor,  S.W.
Hattfield,  CPA and has appointed Stonefield Josephson,  Inc. as its new Auditor
pursuant  to a vote and  resolution  by the Board of  Directors  and  subsequent
ratification by a majority of the Company's shareholders.

It is noted that the  Company  has  changed  Auditors  in the  normal  course of
business and has engaged a larger firm with  greater  resources  and  experience
than its previous Auditor.


                                       6
<PAGE>

Each of S.W. Hatfield's audit reports for the previous two years did not contain
an adverse  opinion.  However each opinion was qualified due to uncertainty  and
contained the following language:

"The  accompanying  financial  statements  have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

In  connection  with their  audits for the two most recent  fiscal years and any
subsequent  interim  period  preceding the dismissal on October 31, 2001,  there
were no  disagreements  with the former  accountant  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant,  would have caused it to make reference to the subject matter of the
disagreements  in  connection  with its report on the financial  statements  for
those years."

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                   41             President, Director
Peter J Lazaro                   46             Secretary, Treasurer
John Vornle                      43                   Director
Jonathan Morley-Kirk             40                   Director
Graham Johnson                   40                   Director

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
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,  of which none currently
exists or is contemplated.  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.

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 the Managing  Director of the Shimoda  Group.,
based in the United  Kingdom,  Cayman and  Australia  specializing  in  Emerging
European investments. Mr. Mapley also serves as Director of GTI Oil Co. S.A., an
oil company  based in Romania,  and  previously  served as a Director to Bolnisi
Gold NL, a  resources  company  listed  on the  Australian  Stock  Exchange  and
operating a joint-venture  mining  operation with the Government of the Republic
of Georgia.

He holds an MBA degree from the University of Chicago, an M.Sc. and B.Sc.(Econ.)
from the London School of Economics,  and was a past author of Swaps Chapters in
the Euromoney International Finance Yearbook.

Peter J. Lazaro:  Mr. Lazaro has held successive  senior positions in both large
US finance houses, as well as in entrepreneurial  ventures in the US and Russia,
where he been doing  business  since 1993. He is a former  Managing  Director of
Moscow  based  brokerage  and funds  management  companies  and was formerly the
Treasurer of a prominent local Russian bank, which was partly supported  through
an investment from the  International  Finance  Corporation.  Mr. Lazaro holds a
B.Sc. in finance from California  State University and a Master of International
Management from The American Graduate School of International Management.


                                       7
<PAGE>

John Vornle: Mr. Vornle is a Director of Long Term Capital Company (since 1992),
Grupo NM, S.A.(since 1995), and Strategic Monitored Services, Inc. (since 1996).
He is  the  former  Chief  Underwriter  for  Continental  Insurance's  financial
guarantee program.  Mr. Vornle managed several different  insurance products and
New  Product  development  at  Continental  Insurance  (1985 -  1992)  and was a
director of several  insurance  companies and insurance and  investment  related
organizations.  He was previously a commercial banker at European American Bank.
He  received  his  Bachelor  of Arts  from  Colgate  University  and a Master of
Business  Administration  degree from New York  University's  Graduate School of
Business. Mr. Vornle is fluent in French and German.

Jonathan C.R. Morley-Kirk : Mr. Morley-Kirk is a director of Continental Capital
Management Limited a Jersey-based investment management company, specializing in
emerging market  investments.  Mr.  Morley-Kirk  holds a number of non executive
directorships which include Obelisk International Trust Company (Guernsey) Ltd.,
which  provides  trust and  corporate  administration  services;  and  Financial
Trading and Consultancy  Ltd. which is an institutional  brokerage  company with
branches in London, New York, and Zurich.  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.

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.

Item 10. Executive Compensation

There was no  compensation  paid during the Fiscal year ended  August 31,  2001.
None of the  Company's  current  officers or directors  receives any salary from
Company.  The Company anticipates  entering into employment  agreements with its
officers  and  directors  in  the  near  future.  Directors  have  not  received
compensation  for their services as directors nor have they been  reimbursed for
expenses incurred in attending board meetings.  It is anticipated that Directors
will  receive  compensation  and will be  reimbursed  for  expenses  incurred in
attending board meetings.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this  Registration  Statement,
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.

                                                                 % of Class
Name and address                   Number of Shares           Beneficially Owned

David J Mapley                         133,334                      80.00%
(Address)

All Directors and                      133,334                      80.00%
Executive Officers (2 persons)

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective  March 16, 2001, Mr. Glenn A. Little  resigned as President of Elplata
Corporation.  Mr. David J. Mapley assumed Mr. Little's duties as President.  Mr.
Little  remained as a Director and Treasurer until his resignation on August 10,
2001.

In addition,  effective  March 16, 2001, Mr. David J. Mapley and Mr. John Vornle
were appointed to the board of directors of Elplata Corporation.

In August  2001,  Mr. David J.  Mapley,  Director and  President of the Company,
acquired  4,000,000  shares  of  Common  Stock,  representing  80% of  the  then
outstanding shares of the Company, from Mr. Glenn A. Little.

In August  2001,  Shimoda  Capital  (USA),  Inc.,  the  Administrative  Services
provider to the Company,  converted  its  receivable  in the amount of $2,435 to
Additional paid-in capital.

In August 2001, Shimoda Capital Advisors Limited converted its receivable in the
amount of $1,231 to Additional paid-in capital.


                                       8
<PAGE>

ITEM 13  EXHIBTS AND REPORTS ON FORM 8-K

On August 7, 2001 the Company filed a Form 8-K disclosing the acquisition of 80%
of the then  outstanding  Common  Stock by Mr.  David J.  Mapley,  Director  and
President  from Mr. Glenn A. Little,  the  appointment of Mr. Peter J. Lazaro as
Secretary and Treasurer and the appointment of Mr. Jonathan  Morley-Kirk and Mr.
Graham Johnson to the Board of Directors.

On October 1, 2001, the Company signed an Administrative Services Agreement (the
"Agreement") with Shimoda Capital (USA), Inc.  ("Shimoda  Capital"),  of Wilton,
Connecticut.   Under  the  Agreement,   Shimoda  Capital  will  provide  general
administrative  services,   including  mail,  telephone,  legal  and  accounting
liaison, and mailing and fax addresses and numbers. Compensation will consist of
a flat  monthly  fee of  US$5,000,  plus  reimbursement  for all  out of  pocket
expenses.

On October 29,  2001,  the  Company  commenced  an offering of up to  12,000,000
shares of Common Stock pursuant to the private placement  exemption available in
Regulation S  promulgated  under the  Securities  Act of 1933,  as amended.  The
Shares will be offered on a "best-efforts" basis by the officers,  employees and
directors of the Corporation, and may be offered by independent referral sources
and through  placement  agents selected by the Corporation who may be registered
members of the National Association of Securities Dealers,  Inc. The Shares will
only be sold to non-U.S. persons outside of the United States in accordance with
Rule 903 of  Regulation  S  promulgated  under the  Securities  Act of 1933,  as
amended.

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: January 4, 2002

 By   /s/ David J Mapley
    --------------------
 David J Mapley
President and Chief Executive Officer


                                       9
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)


                              FINANCIAL STATEMENTS

                           YEAR ENDED AUGUST 31, 2001







                                    CONTENTS

                                                                         Page


Independent Auditors' Report                                              F-1

Report of Independent Certified Public Accountants                        F-2

Financial Statements:
  Balance Sheets                                                          F-3
  Statements of Operations                                                F-4
  Statements of Stockholders' Equity                                      F-5
  Statements of Cash Flows                                                F-6
  Notes to Financial Statements                                       F-7 to F-8


                                       10
<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,  2001,  and the related
statements of operations,  stockholders' equity and cash flows for the year then
ended.  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 audit.

We conducted our audit in accordance with generally  accepted auditing standards
of 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  audit  provides  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. as of August 31, 2001, and the results of its operations and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles of the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The company has incurred net losses
from operations,  which raises  substantial doubt about the Company's ability to
continue as a going  concern.  Management's  plan in regard to these  matters is
also  described  in  Note 1.  These  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.




CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
December 22, 2001

                                                                             F-1
<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Shimoda Resources Holdings, Inc.
    (formerly ElPlata Corporation)
    (formerly ElPlata Mining Corporation)

We have audited the accompanying  balance sheet of Shimoda  Resources  Holdings,
Inc.  (formerly  ElPlata  Corporation or ElPlata Mining  Corporation)  (a Nevada
corporation)  as of August 31, 2000 and the related  statement of operations and
comprehensive  income,  changes in  shareholders'  equity and cash flows for the
year then  ended.  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audit  provides  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 or ElPlata Mining  Corporation) as of August
31, 2000 and the related  statements of  operations  and  comprehensive  income,
changes  in  shareholders'  equity and cash  flows for the year then  ended,  in
conformity with generally accepted accounting  principles  generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note 1. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

On  September  5, 2001,  the  Company  effected a 1 for 30 reverse  split of its
issued and outstanding  common stock. The accompanying  financial  statements do
not reflect the requisite  restatement  of the  calculated par value and related
adjustment to additional  paid-in  capital.  Had the effect of the reverse split
been properly  presented in the accompanying  financial  statements,  the common
stock  account  would  be  reduced  by  approximately  $4,833  to  $167  and the
additional  paid-in  capital account would increase by  approximately  $4,833 to
$60,678.



                                                    S. W. HATFIELD, CPA

Dallas, Texas
October 17, 2000 (except for Note 3 as to which
the date is September 5, 2001)

                      Use our past to assist your future sm

(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                                                             F-2

<PAGE>
<TABLE>
<CAPTION>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                                 BALANCE SHEETS




                                                                 August 31,    August 31,
                                         ASSETS                     2001          2000
                                                                 ----------    ----------
<S>                                                              <C>           <C>
Current assets -
  Cash                                                           $       15    $    7,359
                                                                 ==========    ==========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable, trade                                        $     --      $      788
                                                                 ----------    ----------

Stockholders' equity:
  Common stock; $0.001 par value, 5,000,000 shares
    authorized, 166,893 shares issued and outstanding                 5,000         5,000
  Additional paid-in capital                                         60,560        56,145
  Accumulated deficit                                               (65,545)      (54,574)
                                                                 ----------    ----------

          Total stockholders' equity                                     15         6,571
                                                                 ----------    ----------

                                                                 $       15    $    7,359
                                                                 ==========    ==========
</TABLE>




See accompanying independent auditors' report and notes to financial statements.

                                                                             F-3

<PAGE>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                            STATEMENTS OF OPERATIONS




                                          Year ended    Year ended
                                          August 31,    August 31,
                                             2001          2000
                                          ----------    ----------

Revenues                                  $     --      $     --

General and administrative expenses               35         2,466

Operating expenses                            11,051          --
                                          ----------    ----------

Loss from operations                         (11,086)       (2,466)

Interest income                                  115           213
                                          ----------    ----------

Loss before provision for income taxes       (10,971)       (2,253)

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

Net loss                                  $  (10,971)   $   (2,253)
                                          ==========    ==========

Comprehensive loss                        $  (10,971)   $   (2,253)
                                          ==========    ==========


Weighted average number of shares
  outstanding - basic and fully diluted      166,667       156,433
                                          ==========    ==========

Net loss per share, basic and diluted     $     (.06)   $     (.01)
                                          ==========    ==========




See accompanying independent auditors' report and notes to financial statements.

                                                                             F-4


<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                      YEARS ENDED AUGUST 31, 2001 AND 2000





                                                                                    Deficit
                                                                                  accumulated
                                            Common stock            Additional      during         Total
                                            ------------             paid-in      development   stockholders'
                                        Shares         Amount        capital         stage          equity
                                       --------       --------       --------      --------       --------
<S>                                    <C>            <C>            <C>           <C>            <C>
Balance at August 31, 1999 (restated
  for 30:1 reverse stock split)          33,333       $  1,000       $ 49,000      $(52,321)      $ (2,321)

Private placement of shares of
  common stock                          133,560          4,000          6,000                       10,000

Capital contributed to support
  operations                              1,145          1,145

Net loss for the year ended
  August 31, 2000                                                                    (2,253)        (2,253)
                                       --------       --------       --------      --------       --------

Balance at August 31, 2000              166,893          5,000         56,145       (54,574)         6,571

Capital contributions                                                   4,415                        4,415

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

Balance at August 31, 2001              166,893       $  5,000       $ 60,560      $(65,545)      $     15
                                       ========       ========       ========      ========       ========
</TABLE>




See accompanying independent auditors' report and notes to financial statements.

                                                                             F-5


<PAGE>
<TABLE>
<CAPTION>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                            STATEMENTS OF CASH FLOWS




                                                                                   Year ended    Year ended
                                                                                   August 31,    August 31,
                                                                                      2001          2000
                                                                                   ----------    ----------
<S>                                                                                <C>           <C>

Cash flows provided by (used for) operating activities:
  Net loss                                                                         $  (10,971)   $   (2,253)

  Adjustments to reconcile net loss to net cash provided by (used for) operating
    activities:
      Contributed capital to support operations                                          --           1,145

  Changes in assets and liabilities:
    Increase (decrease) in liabilities:
      Accounts payable                                                                   (788)       (1,533)
                                                                                   ----------    ----------

          Net cash used for operating activities                                      (11,759)       (2,641)
                                                                                   ----------    ----------

Net cash provided by financing activities:
  Proceeds from private placement of common stock                                        --          10,000
  Capital contributions                                                                   749          --
  Capital contributions - Shimoda Capital (USA), Inc.                                   2,435          --
  Capital contributions - Shimoda Capital Advisors Limited                              1,231          --
                                                                                   ----------    ----------

          Net cash provided by financing activities                                     4,415        10,000
                                                                                   ----------    ----------

Net increase (decrease) in cash                                                        (7,344)        7,359
Cash, beginning of year                                                                 7,359          --
                                                                                   ----------    ----------

Cash, end of year                                                                  $       15    $    7,359
                                                                                   ==========    ==========

Supplemental disclosure of cash flow information:
  Interest paid                                                                    $     --      $     --
                                                                                   ==========    ==========
  Income taxes paid                                                                $     --      $     --
                                                                                   ==========    ==========
</TABLE>




See accompanying independent auditors' report and notes to financial statements.

                                                                             F-6
<PAGE>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS

                      YEARS ENDED AUGUST 31, 2001 AND 2000




(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 El Plata 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. and the number
          of authorized shares to 5,000,000.

          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.

          Basis of Presentation:

          The accompanying financial statements have been prepared assuming that
          the  Company  will  continue  as a  going  concern.  As  shown  in the
          accompanying financial statements, the company has incurred net losses
          from operations,  which raises  substantial  doubt about the Company's
          ability to continue as a going  concern.  Accordingly,  the Company is
          dependent upon management and/or  significant  shareholders to provide
          sufficient  working capital to preserve the integrity of the corporate
          entity at this time.  It is the intent of management  and  significant
          shareholders  to  provide  sufficient  working  capital  necessary  to
          support and preserve the Company as a going concern.

          The financial  statements do not include any adjustments,  relating to
          the recoverability and  reclassification of recorded asset amounts and
          classifications of liabilities that might necessary should the Company
          be unable to continue its existence.


(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.




See accompanying independent auditors' report.

                                                                             F-7

<PAGE>


                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2001 AND 2000



(2)       Summary of Significant Accounting Policies:

          Cash and Cash Equivalents:

          For statement of cash flows purposes,  the Company  considers all cash
          on hand and in banks,  including accounts in book overdraft positions,
          certificates  of  deposit  and other  highly-liquid  investments  with
          maturities  of three months or less,  when  purchased,  to be cash and
          cash equivalents.

          Income Taxes:

          The Company  accounts  for taxes under SFAS No.  109,  which  requires
          recognition  of deferred tax  liabilities  and assets for the expected
          future tax consequences of events that have been included in financial
          statements or tax returns. Under this method, deferred tax liabilities
          and  assets  are  determined  based  on  the  difference  between  the
          financial  statement  and tax basis of assets  and  liabilities  using
          enacted tax rates in effect for the year in which the  differences are
          expected to reverse.  The  principal  temporary  difference is the net
          operating loss  carry-forward of  approximately  $65,545 at August 31,
          2001. Due to a change in control in fiscal 2000, there are significant
          limitations on its utilization. A deferred asset has been provided and
          completely  offset by a valuation  allowance,  because its utilization
          does not appear to be reasonably  assured.  Federal net operating loss
          carry-forward starts to expire on August 31, 2020.

          The Company is liable for and has provided for corporate state taxes.

          Loss Per Share:

          Basic earnings (loss) per share is computed by dividing the net income
          (loss) by the  weighted-average  number of shares of common  stock and
          common stock equivalents (primarily outstanding options and warrants).
          Common stock equivalents  represent the dilative effect of the assumed
          exercise of the  outstanding  stock  options and  warrants,  using the
          treasury  stock method.  The  calculation  of fully  diluted  earnings
          (loss)  per share  assumes  the  dilative  effect of the  exercise  of
          outstanding  options  and  warrants  at either  the  beginning  of the
          respective  period  presented  or the date of  issuance,  whichever is
          later.  As of August 31, 2001 and 2000, the Company has no outstanding
          warrants and options issued and outstanding.


(3)       Common Stock Transactions:

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

          On September  5, 2001,  the Company  affected a 30 to 1 reverse  stock
          split. The retroactive effect of this split has been reflected for all
          periods presented.




See accompanying independent auditors' report.

                                                                             F-8