SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/ X / QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934. For the Quarterly Period Ended March 31, 1996.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission File Number 33-4844-D
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
(Formerly Blue Willow Holding, Inc.)
DELAWARE 84-1023321
(State or other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
Calle Los Laboratorios,
Torre Beta, Piso 2, Ofic. 208
Caracas, Venezuela. 1071
(Address of principal executive office) (Zip code)
(Telephone) (58-2) 238-43-41 (Fax) (58-2) 239-84-29
- - -------------------------------------------------------------------------------
Indicate by check mark whether the registration (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The number of shares outstanding of the registrant's common stock is 10,557,605
(as of May 15, 1996). Such amount does not include additional shares that are to
be issued in connection with a foreign private placement.
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- - ----------------------------------------------------------------
1. GENERAL
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for Form 10-QSB and therefore do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations and changes in cash flows in
conformity with generally accepted accounting principles. The unaudited
consolidated financial statement should be read in conjuntion with the financial
statements and related notes for the year ended December 31, 1995, included in
the Company's Form 10-KSB. In the opinion of management the unaudited
consolidated financial statements contain all adjustments necessary for a fair
presentation of the results of presentation s for the interim period presented
and all such adjustment are of a normal and recurring nature. However, the
results of operations for the three months ended March 31, 1996 are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
-2-
<PAGE>
AMERICANA GOLD DIAMOND INC. & SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
--------- -----------
ASSETS
======
<S> <C> <C>
CURRENT ASSETS
Cash 7,759 44,169
Prepaid Expenses and Other
Current Assets 74,729 65,307
----------- -----------
Total Current Assets 82,488 109,476
FIXED ASSETS, Net 368,553 357,436
MINING CONCESSION 9,197,386 9,037,735
OTHER ASSETS 516,344 507,935
----------- -----------
10,164,771 10,012,582
=========== ===========
LIABILITIES AND STOCKHOLDERS'EQUITY
===================================
CURRENT LIABILITIES
Bank Loans 258,812 227,931
Accounts Payable 457,094 709,186
Accrued Liabilities 23,876 43,245
----------- -----------
Total Current Liabilities 739,782 980,362
LONG-TERM DEBT 2,963,048 2,963,309
PROVISIONS 5,862 16,621
----------- -----------
Total Liabilities 3,708,692 3,960,292
----------- -----------
STOCKHOLDERS' EQUITY
Paid capital stock 9,939,886 9,488,886
Deficit (3,483,807) (3,436,596)
----------- -----------
Total Stockholders' equity 6,456,079 6,052,290
----------- -----------
10,164,771 10,012,582
=========== ===========
</TABLE>
-3-
<PAGE>
AMERICANA GOLD DIAMOND INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31,
1996 1995
----------- -----------
OPERATING EXPENSES
Administration 82,488 317,851
-------- ---------
TOTAL 82,488 317,851
-------- ---------
OTHER INCOME
Income from Lease 0 49,219
Exchange gain 35,277 5,085
Other Income 0 9
-------- ---------
TOTAL 35,277 54,313
-------- ---------
NET INCOME (LOSS) (47,211) (263,538)
========= =========
-4-
<PAGE>
AMERICANA GOLD DIAMOND INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Paid-in Total
Capital Deficit Stockholders'
Stock Equity
----------- --------- ------------
<S> <C> <C> <C>
BALANCE as of 12/31/94 8,180,573 (2,758,823) 5,421,750
Capital Increase
(1.250.887 common shares) 1,118,517 0 1,118,517
Preferred stock to
Common Stock Conversion:
(Increased in common stock
1.934.259 common shares) 1,426,869 0 1,426,869
(Reduction in preferred
stock 1.236 preferred shares) (1,236,000) 0 (1,236,000)
Reduction of Contribution
for future capital
increase ( 1,073) 0 ( 1,073)
Net loss 0 ( 677,773) ( 677,773)
----------- --------- ---------
BALANCE as of 12/31/95 9,488,886 (3,436,596) 6,052,290
Contribution for future
capital increses 101,000 0 101,000
Capital Increase
(700,000 common shares) 350,000 0 350,000
Net loss 0 ( 47,211) ( 47,211)
----------- ---------- ----------
BALANCE as of 03/31/96 9,939,886 (3,483,807) 6,456,079
=========== ========== ==========
</TABLE>
-5-
<PAGE>
AMERICANA GOLD DIAMOND INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE-MONTHS ENDED MARCH 31,
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS (USED IN) PROVIDED BY
OPERATING ACTIVITIES
Net loss (47,211) (263,538)
Adjustments to reconcile net loss
to net cash used in operations-
Depreciation 14,112 16,509
Gain from translation of
foreign currency (35,277) (5,085)
---------- ------------
(68,376) (252,114)
NET CHANGES IN OPERATING ASSETS-
AND LIABILITIES
(Increase) in prepaid expenses
and other current assets ( 9,422) (29,661)
Increase (Decrease) accrued
liabilities (19,369) 17,599
Increase (Decrease) accounts payable (252,092) 156,542
Decrease business assets tax (10,759) (11,195)
---------- -----------
Net cash used in operating
activities (360,018) (118,829)
---------- ------------
CASH FLOW USED IN INVESTING ACTIVITIES
Purchase of fixed asset (25,229) ( 2,134)
Increase in mining concession (159,651) (13,834)
Increase in other assets ( 8,409) (111,339)
---------- -----------
Net cash used in investing
activities (193,289) (127,307)
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES
Payment of Bank Loans ( 5,344) (49,219)
Increase in bank loans 36,225 -
Increase capital stock 451,000 221,781
Decrease in Long-Term debt ( 216) 0
---------- ----------
Net cash provided by financial act. 481,620 172,562
---------- ----------
EFFECT OF THE VARIATIONS IN THE
EXCHANGE RATE ON CASH 35,277 5,085
---------- ----------
INCREASE IN CASH & CASH EQUIVALENTS (36,410) (68,489)
CASH & CASH EQUIVALENT BEGINGING
OF PERIOD 44,169 73,799
---------- -----------
CASH & CASH CASH EQUIVALENT AT END
OF PERIOD 7,759 5,310
========== ===========
</TABLE>
-6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Company has only recently begun its business activities and
accordingly has generated limited revenues. The Company has generated an
accumulated deficit of $3,480,723 through March 31, 1996, due to its significant
research, development, administrative and exploration expenses and insufficient
revenues in relation to its operating expenses. Management believes that losses
will continue to be incurred until it is able to successfully acquire or place a
property in operation. There can be no assurance that management will be
successful in accomplishing this task. The independent auditors' report for the
fiscal year ended December 31, 1995 has been prepared assuming that the Company
will continue as a going concern.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1996 COMPARED
TO QUARTER ENDED MARCH 31, 1995.
Total income for the quarter ended March 31, 1996, was $38,361 compared
to $54,313 for the quarter ended March 31, 1995, a net decrease of $15,952. This
decrease is primarily attributable to decreased income from the lease at the
company's "Bochinche" mining concession and losses from foreign currency
exchange. Administrative expenses were $82,488 for the quarter ended March 31,
1995, compared to $317,851, for the quarter ended March 31, 1995; a decrease of
$235,363. Such decrease is related to capitalizaton of exploration costs.
Primarily for the same reasons the net loss for the quarter ended March 31, 1996
decreased to $44,127 as compared to a net loss of $263,538 for the quarter ended
March 31, 1995.
CHANGES IN FINANCIAL CONDITION - FROM DECEMBER 31, 1995 TO MARCH 31, 1996.
The Company's Assets increased from $10,012,582 from the year ended
December 31, 1995 to $10,164,771 due primarily to an increase in Mining
Concessions attributable to investments made for the Trenching Exploration Phase
of La Fortuna I Concession.
-7-
<PAGE>
Subsequent to December 31, 1995 the Company has issued, subject to
NASDAQ approval, 2,830,496 shares of Common Stock relating either to a foreign
private placement, Series C Preferred Stock conversion or in lieu of payments to
Directors and in exchange for services rendered.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $116,984 in working capital as of March 31, 1996,
compared with working capital of $130,000 as of March 31, 1995.
The 1996 working capital was primarily due to the receipt of proceeds
from the foreign private placement offering described below offset by a funding
of operations and the Company's investments in the Fortuna and Bochinche
concessions.
At March 31, 1996 the Company had a note payable to a bank outstanding
in the amount of $170,000. The loan bears interest at 6% per annum and matures
on August 2, 1996. The Company's subsidiaries had eight notes payable to two
Venezuelan Banks for the total historic equivalent amount of $146,785. These
loans bear interest at 42% per annum and six notes mature on July 1996 and two
notes mature on February 1997, and 13% of the balance is due quarterly. As of
December 31, 1995 the Company has paid the historic equivalent amount of $65,061
and the outstanding balance of the loan was reduced to the equivalent amount of
$81,724. Long-term debt of the Company relating to liabilities assumed by the
Company for the purchase of exploration and exploration rights of mining
concessions currently amounts to $2,963,309. Such amount relates to
approximately $349,000 payments due on the Fortuna I concession, and the balance
relates to the El Progreso concession, which the Company is currently
renegotiating.
In 1994, the Company received an aggregate of approximately $400,000 in
net proceeds from a private placement of Series B Convertible Preferred Stock.
In addition, certain officers and directors agreed to convert approximately
$605,000 of debt into the Series B Preferred Convertible Stock. In 1995 the
Series B Convertible Stock was converted into 1,488,804 shares of Common Stock.
-8-
<PAGE>
In 1993, the Company also raised approximately $256,000 in net proceeds
from a private placement of Series A Convertible Preferred Stock. The Series A
Convertible Preferred Stock has similar terms as the Series B Convertible
Preferred Stock. In 1995 the Series A Convertible Stock was converted into
445,455 shares of Common Stock. In addition, in 1993, certain creditors of the
Company, including Directors and Officers agreed to convert approximately
$1,233,800 of debt into comon stock. The Series A Convertible Preferred Stock,
the Series B Convertible Preferred Stock and the Series C Convertible Preferred
Stock are sometimes collectively referred to herein as the "Preferred Stock".
In 1994 and 1995, the Company raised approximately $733,130 from a
foreign private placement of Common Stock (the "Foreign Private Placement") to
investors who reside outside the United States, including officers and directors
of the Company. The Company issued 902,948 shares of Common Stock in connection
with the private placement and will seek to raise additional funds.
In 1995, the Company issued 500,000 shares of Common Stock in exchange
for the cancellation of debt in connection with Inversiones Megold, C.A.
agreement.
In 1995 and January 1996 the Company raised approximately $350,000 from
a private placement of 35 Units, each unit consisting of a $10,000 principal
amount promissory note. The note is due and payable on July 19, 1996 and bears
interest at 8%. The note may be converted, at any time, into 20,000 shares of
the Company's Common Stock for each unit. In March 1996 the purchasers of the 35
units of the private placement elected to convert their notes into an aggregate
of 700,000 shares of the Company's Common Stock.
The Company will continue to rely upon management until additional
sources of financing are secured or a suitable property is acquired with
sufficient cash flow to sustain the Company. There can be assurance that the
Company will in fact secure additional financing or have sufficient cash flow
from operations.
-9-
<PAGE>
PART II - OTHER INFORMATION
- - -------------------------------
Item 1. Legal Proccedings
Not applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders:
Not applicable.
Item 5. Other Information.
a) Current Events
1) During the Quarter ended March 31, 1996 the Trenching
Exploration Phase of La Fortuna I Mining Concession was
completed. Two board zones of mineralization were identified,
both 100 meters (330 feet) in width, and with asay results of
1.05 grams for tonne in saprolite rock.
A further trenching program and a 2,500 meters (8,200 feet)
drilling program to test zones of minerlization in depth will
begin during the second semester 1996.
2) The alluvial gold plant was installed and fine tuned at
Bochinchito Concession during the Quarter ended March 31, 1996.
The start-up of the plant was delayed to allow the Tesoro Creek
to recover its normal wate level after this year anomalous dry
season; also to let finish a Control Sampling Program in
progress and to let complete the upgrading of the bush track
which connects the mine to Bochinche Village avoiding breaking
down of the road and prolonged isolation of the mine during the
rainy season.
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits - None.
b) Reports on Form 8-K - None.
-10-
<PAGE>
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to the signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 1996
/s/ Jose Gregorio Pereira /s/ Henry Bloch
- - ----------------------------- -------------------------
Jose Gregorio Pereira Henry Bloch
Director & General Manager Chief Financial Officer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Financial Statements as of March 31, 1996 and is qualified in its
entirety by reference to such Financial Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 75
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 83
<PP&E> 10,247
<DEPRECIATION> 165
<TOTAL-ASSETS> 10,165
<CURRENT-LIABILITIES> 740
<BONDS> 2,969
0
25
<COMMON> 9,915
<OTHER-SE> (3,484)
<TOTAL-LIABILITY-AND-EQUITY> 10,165
<SALES> 0
<TOTAL-REVENUES> 35
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 82
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (47)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
