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

                                 Form 10 - KSB/A

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

                    For the fiscal year ended August 31, 2002

                   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 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 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, 2002, was $0.

As of August 31, 2002, 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, 2002 there were 541,108 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.....................................................4
Item 4. Submission of Matters to a Vote of Security Holders...................4


PART II.......................................................................4

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


PART III......................................................................6

Item 9. Officers and Directors................................................6
Item 10. Executive Compensation...............................................7
Item 11.  Security Ownership of Certain Beneficial Owners and Management......8
Item 12. Certain Relationships and Related Transactions.......................9
Item 13.  Exhibits and Reports 0n Form 8-K....................................9
Item 14.  Controls and Procedures............................................10


SIGNATURES...................................................................10


CERTIFICATION................................................................11


FINANCIAL STATEMENTS.........................................................15




                  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.  In April 2002,  the company  issued
111,000  shares of Common  Stock  pursuant  to the private  placement  exemption
available in  Regulation S  promulgated  under the  Securities  Act of 1933,  as
amended.  The Company issued a further  261,000 shares of Common Stock in a like
exchange  to  acquire  certain  mining  assets in April 2002 (see Item 13 below)
pursuant  to  the  private  placement   exemption   available  in  Regulation  S
promulgated under the Securities Act of 1933, as amended.

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, to be held
in trust,  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 Company  re-commenced  operations  in April 2002,  with the  issuance of new
shares  of  common  stock and with the  acquisition  of  shares in two  resource
companies,  European Nickel plc and Gulf  International  Minerals,  Limited (see
below).

It is the intent of the  company's  management  to execute  its  business  plan,
focusing on the acquisition of resource licenses and resource companies that are
based in  Eastern  Europe,  which is  described  in  greater  detail  in Item 6.
Management's Discussion & Analysis.


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.


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<PAGE>

Item 3. Legal Proceedings

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

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

Two of the  Company's  shareholders,  David  J  Mapley,  in  Trust  and  Shimoda
Resources Limited, whom together beneficially own in aggregate 396,549 shares of
Common Stock of the Company,  representing 73% of the outstanding voting Capital
Stock of the Company  entitled  to vote on their  action,  gave their  unanimous
approval  to the  election of David J Mapley,  Ron  Beveridge,  Graham  Johnson,
Jonathan C.R.  Morley-Kirk  and Andrew  Kershaw to the Board of Directors of the
Company.

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, 2002 there were 541,108  post-split  shares of $0.001 par value
Common  Stock (the "Common  Stock") of the Company  issued and  outstanding  and
owned by 436 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.

On August 15, 2001, Mr. David J. Mapley,  Director and President of the Company,
acquired 4,000,000 shares of Common Stock, to be held in trust, 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.

On May 17, 2002 the company  issued  111,000  shares of Common Stock pursuant to
the private placement  exemption available in Regulation S promulgated under the
Securities Act of 1933, as amended.

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 both European Nickel plc (see
Item 13 below)


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 acquire  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,


                                       4
<PAGE>

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.  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.

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.

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

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
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.

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


                                       5
<PAGE>

engage  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 than 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 15 of this document.

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

Effective October 31, 2001, the Company dismissed its Auditor,  S.W.  Hattfield,
CPA and 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.

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                   43            CEO, President, & Director
Peter J Lazaro                   47            CFO, Secretary & Treasurer
Ron Beveridge                    66                     Director
Graham Johnson                   42                     Director
Andrew Kershaw                   47                     Director
Jonathan Morley-Kirk             41                     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


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<PAGE>

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 Chairman 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 has 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.

Ron  Beveridge - Mr.  Beveridge  was  appointed a Director of Shimoda on May 15,
2002. He 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 a new  director  having  been  elected  in
accordance with this Information Statement in August 2002. He is General Manager
of Independent  Investment Partners in Tokyo, an investor relations firm. Andrew
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.  Andrew 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.

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<PAGE>

Item 10. Executive Compensation

There was no  compensation  paid during the Fiscal year ended  August 31,  2002,
with the exception of Mr. Peter J Lazaro, CFO,who currently receives a salary of
$25,000 per annum.  None of the Company's  other  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.



    Name and Address
     of Stockholder                    Number of Shares Owned      Percentage(1)
--------------------------------------------------------------------------------
David J. Mapley, in Trust(2)                  135,549                  25.0%

69 Jennet Street, George Town,
Grand Cayman, BWI

Peter Lazaro                                   - 0 -                   - 0 -
15 River Road, Suit 230
Wilton, Connecticut  06877

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

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

Andrew M. Kershaw                              - 0 -                   - 0 -
Shiroyama JT Trust Tower 16F, 4-3-1
Toranomon, Minato-ku, Tokyo 105-6016,
Japan


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

Shimoda Resources Limited. (3)
206 Makarios Avenue                           261,000                   48.4
Limassol, Cyprus

Lombard Odier Invest-Eastern
   Europe Fund                                111,000                   20.6
39 Allee Scheffer
L-250 Luxembourg

All directors and officers as a
   group (6)                                  135,549                  25.0%

(1)  111,000 shares were sold by Shimoda  pursuant to a private  placement under
     Regulation S of the Securities  Act of 1933, as amended,  dated October 29,
     2001.

(2)  Assumes the  issuance of  5,000,000  shares of the  Shimoda's  Common Stock
     pursuant to this offering.


                                       8
<PAGE>

(3)  Includes 1,421 common shares and 794 common shares owned by Shimoda Capital
     Advisors  Limited and Shimoda  Capital (USA) Inc., both of which Mr. Mapley
     is an officer and director.

(4)  David J. Mapley,  CEO and President of Shimoda,  is the founder and manager
     of Shimoda Resources Limited.


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, to be held in trust, 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.

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


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

On December 1, 2001,  the Company  filed a Form 8-K in which it disclosed  that,
effective October 31, 2001, the Company 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.

On February 15, 2002, the Company filed a Form  10-QSB/A,  in which it disclosed
that 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 February 15, 2002, the Company filed a Form  10-QSB/A,  in which it disclosed
that 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.

On April 11, 2002,  the Company filed a Form 10-QSB,  in which it disclosed that
on February 15, 2001, the Company signed a Letter Agreement with Shimoda Capital
Advisors  Limited  ("SCAL"),  of George  Town,  Grand  Cayman,  Cayman  Islands,
appointing  SCAL as  Consultant  to the Company in  identifying,  investing  in,
monitoring and divesting in resource licenses and resource  companies in Eastern
Europe.

On May 8, 2002,  the Company filed a Form 10-QSB,  in which it disclosed that on
April 13, 2002,  Shimoda acquired  interests in the two resource  companies from
Shimoda Resources, Ltd. ("SRL") as follows:

(a) Shimoda  purchased from SRL 201,740  ordinary 1 Pence shares and warrants to
purchase  148,260  ordinary 1 pence shares of European Nickel plc ("EN") at GBP1
per share.

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

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

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


                                       9
<PAGE>

Shimoda also exercised the entitlements to 3,460,166 units of GIM for US$650,000
and exercised 148,260 options in EN for US$218,965.95.

On May 8, 2002,  the Company filed a Form 10-QSB,  in which it disclosed that on
April 19, 2002,  in  accordance  with a Regulation S offering,  the Company sold
111,000  shares of its Common Stock,  at $9.00 per share,  for an aggregate of $
999,000.  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 both European Nickel plc and
Gulf International Minerals, Ltd. (see above)

On August 20, 2002,  the Company filed a Form 14-C,  in which it disclosed  that
the  Company's  board of  directors  and the holder of a majority  of the voting
power  entitled  to vote  approved  the  election to the Board of  Directors  of
Shimoda  of  five  (5)  directors:  David J  Mapley,  Graham  Johnson,  Jonathan
Morley-Kirk, Andrew Kershaw and Ron Beveridge.

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,  and Peter J. Lazaro, the
Company's  Chief  Financial  Officer,  as of a date within 90 days of the filing
date of this annual  report,  such  officers have  concluded  that the Company's
disclosure  controls and procedures  are 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 no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  including any corrective  actions with regard to significant
deficiencies and material weaknesses.

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 24, 2003

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


By: /s/  Ron Beveridge
----------------------------------------
Ron Beveridge
Director

By: /s/  Graham Johnson
----------------------------------------
Graham Johnson
Director

By: /s/  Andrew Kershaw
----------------------------------------
Andrew Kershaw
Director

By: /s/  Jonthan Morley-Kirk
----------------------------------------
Jonathan Morley-Kirk
Director


                                       10
<PAGE>

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Shimoda Resources Holdings, Inc. on Form
10-KSB for the year  ended  August 31,  2002 as filed  with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of their knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and
     2.   The  information  contained  in the  report  fairly  presents,  in all
          material respects, the financial condition and results of operation of
          the Company.



Date: December 13, 2002                                       /s/ David J Mapley
                                                              ------------------
                                                              CEO


CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, David J Mapley,  Chief Executive Officer of Shimoda Resources Holdings,  Inc.
certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB of  Shimoda  Resources
Holdings, Inc. (the "registrant");

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14 for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the effectiveness of the
disclosure  controls and procedures  based on my evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed,  based on my
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


                                       11
<PAGE>

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date: December 13, 2002                                       /s/ David J Mapley
                                                              ------------------
                                                              CEO

























                                       12
<PAGE>

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Shimoda Resources Holdings, Inc. on Form
10-KSB for the year  ended  August 31,  2002 as filed  with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of their knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and
     2.   The  information  contained  in the  report  fairly  presents,  in all
          material respects, the financial condition and results of operation of
          the Company.



Date: December 13, 2002                                       /s/ Peter J Lazaro
                                                              ------------------
                                                              CFO


CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Peter J Lazaro, CFO, Secretary & Treasurer, certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB of  Shimoda  Resources
Holdings, Inc. (the "registrant");

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14 for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the effectiveness of the
disclosure  controls and procedures  based on my evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed,  based on my
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and




                                       13
<PAGE>

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Date: December 13, 2002                                       /s/ Peter J Lazaro
                                                              ------------------
                                                              CFO





























                                       14
<PAGE>

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




                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)


                              FINANCIAL STATEMENTS

                           YEAR ENDED AUGUST 31, 2002




                                    CONTENTS

                                                                         Page
                                                                         ----


Independent Auditors' Report                                             F-1

Financial Statements:

  Balance Sheets                                                         F-2

  Statements of Operations and Comprehensive Income (Loss)               F-3

  Statements of Stockholders' Equity                                     F-4

  Statements of Cash Flows                                               F-6

Notes to Financial Statements                                        F-7 to F-13









                                       15
<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,  2002,  and the related
statements of operations and comprehensive  income (loss),  stockholders' equity
and cash flows for the year ended August 31, 2002.  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  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 El Plata  Corporation)  as of August 31, 2002, and the results of
its  operations  and its cash  flows for the year  ended  August  31,  2002,  in
conformity with 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 incurred net losses from  operations and
has negative cash flows from  operations.  These  conditions  raise  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. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
October 21, 2002



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

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                         BALANCE SHEET - AUGUST 31, 2002


                                     ASSETS

<S>                                                                 <C>            <C>
Current assets -
  cash                                                                             $       319

Advances to Celtic Resources Holdings Plc                                               50,000

Investments                                                                          2,926,001
                                                                                   -----------
                                                                                   $ 2,976,320
                                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                             $     7,603
  Due to shareholder, repaid September 2002                               5,300
                                                                    -----------

          Total current liabilities                                                $    12,903

Deferred tax liability                                                                 208,096

Stockholders' equity:
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 541,108 shares issued and outstanding                     5,394
  Additional paid-in capital                                          2,505,345
  Accumulated deficit                                                  (141,883)
  Accumulated other comprehensive income                                386,465
                                                                    -----------

          Total stockholders' equity                                                 2,755,321
                                                                                   -----------

                                                                                   $ 2,976,320
                                                                                   ===========
</TABLE>







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

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

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)




                                                         Year ended           Year ended
                                                       August 31, 2002      August 31, 2001
                                                       ---------------      ---------------
<S>                                                    <C>                  <C>

Revenues                                               $          --        $          --

General and administrative expenses                             76,338               11,086
                                                       ---------------      ---------------
Loss from operations                                           (76,338)             (11,086)

Other income -
  interest income                                                 --                    115
                                                       ---------------      ---------------

Loss before provision for income taxes                         (76,338)             (10,971)

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

Net loss                                                       (76,338)             (10,971)

Other comprehensive income, net of tax:
  Foreign currency translation adjustment                        5,748                 --
  Unrealized gain on investments                               380,717                 --
                                                       ---------------      ---------------

Other comprehensive income                                     386,465                 --
                                                       ---------------      ---------------

Comprehensive income (loss)                            $       310,127      $       (10,971)
                                                       ===============      ===============

Net loss per share, basic and diluted                  $          (.19)     $          (.06)
                                                       ===============      ===============

Weighted average number of shares
  outstanding, basic and diluted                               406,298              166,667
                                                       ===============      ===============
</TABLE>





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

                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      YEARS ENDED AUGUST 31, 2002 AND 2001

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

Capital contributions                                                             4,415                                      4,415

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

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

Issuance of stock in private placement,
  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                             250,000            250      1,352,225                                  1,352,475

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


                                   (Continued)


















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

                                                                             F-4
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                  STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001



                                                                                          Accumulated
                                                    Common stock             Additional      other                        Total
                                              --------------------------      paid-in    comprehensive  Accumulated   stockholders'
                                                 Shares         Amount        capital        income       deficit         equity
                                              -----------    -----------    -----------   -----------   -----------    -----------
Comprehensive income:

  Net loss for the year ended
    August 31, 2001                                                                                         (76,338)       (76,338)

  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    $ 2,505,345   $   386,465   $  (141,883)   $ 2,755,321
                                              ===========    ===========    ===========   ===========   ===========    ===========
</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, 2002    August 31, 2001
                                                             ---------------    ---------------
<S>                                                          <C>                <C>
Cash flows provided by (used for) operating activities:
  Net loss                                                   $       (76,338)   $       (10,971)
                                                             ---------------    ---------------
  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
      issuance of stock in exchange for services                      19,258               --

  Changes in assets and liabilities:
    Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                            7,603               (788)
      Due to related party                                             5,300               --
                                                             ---------------    ---------------

          Total adjustments                                           32,161               (788)
                                                             ---------------    ---------------

          Net cash used for operating activities                     (44,177)           (11,759)
                                                             ---------------    ---------------

Net cash used for investing activities:
  Payments to acquire shares in investments                         (868,965)              --
  Note receivable, related party                                     (50,000)              --
                                                             ---------------    ---------------

          Net cash used for investing activities                    (918,965)              --
                                                             ---------------    ---------------

Net cash provided by financing activities:
  Net proceeds from issuance of common stock                         963,446               --
  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                  963,446              4,415
                                                             ---------------    ---------------

Net increase (decrease) in cash                                          304             (7,344)
Cash, beginning of year                                                   15              7,359
                                                             ---------------    ---------------

Cash, end of year                                            $           319    $            15
                                                             ===============    ===============
</TABLE>

Supplemental disclosure of cash flow information -
     no amounts were paid for interest or taxes

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.


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, 2002 AND 2001


(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.

     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 and continues to
have negative cash flows from operations,  which raise  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 be 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, 2002 AND 2001




(2)  Summary of Significant Accounting Policies:

     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.

     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.




See accompanying independent auditors' report.

                                                                             F-8
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001




(2)  Summary of Significant Accounting Policies, Continued:

     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 is the net operating loss  carryforward of
approximately  $141,000 at August 31, 2002. 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 carryforwards start
to expire on August 31,  2020.  The other  temporary  difference  arose from the
unrealized  gain on  investments.  A deferred  liability  has been  provided  of
approximately  $208,000  at August 31,  2002.  The Company is liable for and has
provided for minimum corporate state taxes.

     Segment:

     Based on the Company's integration and management  strategies,  the Company
operates in a single business segment.

     Net Loss Per Share:

     Net loss per share has been computed  using the weighted  average number of
shares outstanding.  As of August 31, 2002 and 2001, the Company had no dilutive
common stock equivalents such as stock options and warrants.

     New Accounting Pronouncements:

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No.  141,  "Business  Combinations."  SFAS No.  141  supersedes  Accounting
     Principles   Boards   ("APB")  No.  16  and  requires   that  any  business
     combinations  initiated after June 30, 2001 be accounted for as a purchase;
     therefore,  eliminating the  pooling-of-interest  method defined in APB No.
     16. The statement is effective for any business combination initiated after
     June 30, 2001 and shall apply to all business combinations accounted for by
     the purchase  method for which the date of  acquisition  is July 1, 2001 or
     later.  The  adoption  did not  have a  material  impact  to the  Company's
     financial  position  or results of  operations,  since the  Company has not
     participated in such activities covered under this pronouncement  after the
     effective date.




See accompanying independent auditors' report.

                                                                             F-9
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001




(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

     In July 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
     Assets." SFAS No. 142 addresses the initial  recognition,  measurement  and
     amortization of intangible assets acquired  individually or with a group of
     other  assets  (but not  those  acquired  in a  business  combination)  and
     addresses the  amortization  provisions  for excess cost over fair value of
     net assets acquired or intangibles acquired in a business combination.  The
     statement is effective for fiscal years  beginning after December 15, 2001,
     and is effective  July 1, 2001 for any  intangibles  acquired in a business
     combination  initiated after June 30, 2001. The Company does not expect the
     adoption to have a material impact to the Company's  financial  position or
     results of operations.

     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  does not expect the  adoption  to have a material
     impact to the Company's financial position or results of operations.

     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  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.




See accompanying independent auditors' report.




                                                                            F-10
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001




(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 does not expect the  adoption to have a material  impact to the
     Company's financial position or results of operations.

     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  believes  that this SFAS will not have a
     significant impact on its results of operations or financial position.


(3)  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
     requires monthly payments of $5,000 and expires on September 30, 2003.

     Future  minimum  payments  required under the agreement are $60,000 for the
     year ended August 31, 2003, and $5,000 for the year ended August 31, 2004.

     Administrative  services  expense for the years  ended  August 31, 2002 and
     2001 amounted to $20,000 and $0, respectively.




See accompanying independent auditors' report.

                                                                            F-11
<PAGE>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001




(4)  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.


(5)  Investment in Equity Securities Available for Sale:

     In April  2002,  the  Company,  in  exchange  for  shares  held by  Shimoda
     Resources  Ltd, an affiliated  entity,  (a) issued 250,000 common shares in
     exchange for (i) 201,650 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, 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.

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

     The Gulf International 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 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.


(6)  Common Stock Transactions:

     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.

     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.




See accompanying independent auditors' report.

                                                                            F-12
<PAGE>
<TABLE>
<CAPTION>

                        SHIMODA RESOURCES HOLDINGS, INC.
                         (FORMERLY ELPLATA CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      YEARS ENDED AUGUST 31, 2002 AND 2001




(7)  Other Comprehensive Income:

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

     Foreign currency translation adjustment   $    8,843   $    3,095   $    5,748
     Unrealized gain on investments               585,718      205,001      380,717
                                               ----------   ----------   ----------
     Other comprehensive income                $  594,561   $  208,096   $  386,465
                                               ==========   ==========   ==========
</TABLE>




See accompanying independent auditors' report.

























                                                                            F-13