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 September 30, 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 offices) (Zip code)
(Telephone) (58-2) 238-23-32 (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 11,141,045
(as of October 21, 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 statements 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 operations for the interim period
presented and all such adjustment are of a normal and recurring nature. However,
the results of operations for the three and nine months ended September 30, 1996
are not necessarily indicative of the results which may be expected for the
entire fiscal year.
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
SEPT 30, DECEMBER 31,
1996 1995
---- ----
ASSETS
CURRENT ASSETS
Cash 4,783 44,169
Prepaid Expenses and Other Current Assets 38,140 65,307
---------- ----------
Total Current Assets 42,923 109,486
FIXED ASSETS, Net 342,263 357,436
MINING CONCESSION 9,283,857 9,037,735
OTHER ASSETS 515,060 507,935
---------- ----------
10,184,103 10,012,582
---------- ----------
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES
Bank Loans 237,286 227,931
Accounts Payable 167,048 709,186
Accrued Liabilities 4,589 43,245
---------- ----------
Total Current Liabilities 408,923 980,362
LONG-TERM DEBT 2,960,625 2,963,309
PROVISIONS 3,096 16,621
---------- ----------
Total Liabilities 3,372,644 3,960,292
---------- ----------
STOCKHOLDERS' EQUITY
Paid-in Capital Stock 10,515,263 9,488,886
Deficit ( 3,703,804) ( 3,436,596)
---------- ----------
Total Stockholders' Equity 10,184,103 10,012,582
========== ==========
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS NINE MONTHS
ENDED SEPT 30, ENDED SEPT 30,
1996 1995 1996 1995
---- ---- ---- ----
OPERATING EXPENSES
Administration 141,733 261,196 331,334 736,247
-------- -------- -------- --------
TOTAL 141,733 261,196 331,334 736,247
OTHER INCOME
Income from Lease 0 0 0 98,438
Gain provided by translation of
foreign currency 2,119 0 64,126 23,614
Other Income 0 0 0 19
-------- -------- -------- --------
TOTAL 2,119 0 64,126 122,071
-------- -------- -------- --------
NET INCOME (LOSS) (139,614) (261,196) (267,208) (614,176)
======== ======== ======== ========
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Paid - in Total
Capital Stockholders'
Stock Deficit 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 Stock) 1,118,517 0 1,118,517
PREFERRED STOCK TO COMMON STOCK CONVERSION:
(Increase in Common Stock 1,934,259 Common Stock ) 1,426,869 0 1,426,869
(Reduction in Prefer. 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
CAPITAL INCREASE (442,572 Common Shares) 383,111 0 383,111
CAPITAL INCREASE (700,000 Common shares) 350,000 0 350,000
PREFERRED STOCK TO COMMON STOCK CONVERSION:
(Increase in Common Stock 800,000 Common Shares) 500,000 0 500,000
(Reduction in Preferred Stock 500 Preferred Shares) (500,000) 0 (500,000)
CAPITAL INCREASE (509,221 Common Shares) 293,266 0 293,266
Net Loss 0 (267,208) (267,208)
---------- --------- ---------
BALANCE as of 09/30/96 10,515,263 3,703,804 6,811,459
========== ========= =========
</TABLE>
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE - MONTHS ENDED SEPT 30,
1996 1995
CASH FLOWS (USED IN) PROVIDED BY
OPERATING ACTIVITIES
Net Loss (267,208) (614,176)
Adjustments to reconcile net loss
to net cash used in operations -
Depreciation 42,274 44,019
Gain from translation of
foreign currency (64,126) (23,614)
Provision for employee severance
benefits (2,766) 0
Business assets tax (10,759) (11,195)
--------- ---------
(302,585) (604,966)
NET CHANGES IN OPERATING ASSETS-
AND LIABILITIES
(Increase) Decrease in prepaid expenses
and other current assets 27,167 (57,380)
Increase (Decrease) accrued liabilities (38,656) (32,204)
Increase (Decrease) accounts payable (542,138) 251,795
--------- ---------
Net cash used in operating activities (856,212) (442,755)
--------- ---------
CASH FLOW USED IN INVESTING ACTIVITIES
Purchase of fixed asset (27,101) (45,307)
Increase in mining concessions (246,122) (188,614)
Retirement of fixed assets 0 22,506
Increase in other assets (7,125) (130,465)
--------- ---------
Net cash used in investing activities (280,348) (341,880)
--------- ---------
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES
Increase (Decrease) in bank loans 9,355 113,824
Increase (Decrease) capital stock 1,026,377 1,254,489
(Decrease) Increase in Long-Term debt (2,684) (588,299)
--------- ---------
Net cash provided by financing Activities 1,033,048 780,014
--------- ---------
EFFECT OF THE VARIATIONS IN THE EXCHANGE
RATE ON CASH 64,126 23,614
--------- ---------
INCREASE IN CASH & CASH EQUIVALENTS (39,386) 18,993
CASH & CASH EQUIVALENT BEGINNING
OF PERIOD 44,169 73,799
--------- ---------
CASH & CASH EQUIVALENT AT END OF PERIOD 4,783 92,792
========= =========
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<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 $3,692,486 through September 30, 1996, due to its
significant research, development, administrative and exploration expenses and
insufficient revenues in relation to its operating expenses. Management believes
that the Company will continue to have limited revenues and 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 auditor's 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 SEPTEMBER 30, 1996 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1995,
AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995.
Total income for the quarter ended September 30, 1996, was $2,119
compared to no income for the quarter ended September 30, 1995, a net increase
of $2,119.
For the nine months ended September 30, 1996 total income was $64,126
compared to $122,071 for the nine months ended September 30, 1995. This decrease
is primarily attributable to decreased income from the lease at the Company's
"Bochinche" mining concession and a decrease in gains from foreign currency
exchanges.
Administrative expenses were $141,733, for the quarter ended September
30, 1996 compared to $261,196 for the quarter ended September 30, 1995, and
$331,334 for the nine months ended September 30, 1996 compared to $736,247 for
the nine months ended September 30, 1995. Such decrease is primarily related to
capitalization of exploration costs during the nine months ended September 30,
1996 and payment of interest on preferred stock during the nine months ended
September 30, 1995.
Primarily for the same reasons, the net loss for the quarter ended
September 30, 1996 decreased to $139,614 as compared to a net loss of $261,196
for the quarter ended September 30, 1995, and for the nine months ended
September 30, 1996 the net loss decreased to $267,208 as compared to a net loss
of $614,176 for the nine months ended September 30, 1995.
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<PAGE>
CHANGES IN FINANCIAL CONDITION - FROM DECEMBER 31, 1995 TO SEPTEMBER 30, 1996.
The Company's Assets increased from $10,012,582 for the year ended
December 31, 1995 to $10,184,103 due primarily to an increase in Mining
Concessions attributable to investments made for the Trenching Exploration Phase
of La Fortuna I Concession.
Subsequent to December 31, 1995 the Company has issued 3,077,642 shares
of Common Stock relating either to (i) foreign private placements, (ii)
conversion of Series C Preferred Stock into Common Stock or (iii) in lieu of
payments to Directors and in exchange for services rendered.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $293,266 in working capital as of September 30, 1996,
compared with working capital of $564,693 as of September 30, 1995.
The change in working capital was primarily due to the receipt of
proceeds from the foreign private placement offering described below offset by
funding of operations and the Company's investments in the La Fortuna and
Bochinche concessions.
At September 30, 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 February 2, 1997. The Company's subsidiaries had thirteen notes
payable to two Venezuelan Banks for the total historic equivalent amount of
$208,168. These loans bear interest at 42% per annum; four notes mature on
November 1996; two notes mature on February 1997, three notes mature on July
1997, one note matures on August 1997, and one note matures on September 1997,
and 13% of the balance is due quarterly. As of September 30, 1996 the Company
has paid the historic equivalent amount of $145,761 and the outstanding balance
of the loan was reduced to the equivalent amount of $62,407. 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 $390,000 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.
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<PAGE>
In 1993, the Company also received approximately $256,000 in net
proceeds from a private placement of Series A Convertible Preferred Stock. The
Series A Convertible Preferred Stock had 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 common stock.
In 1994 and early 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 an agreement with Inversiones
Megold, C.A.
In late 1995 and January 1996 the Company raised approximately $350,000
from a foreign private placement of 35 Units, each unit consisting of a $10,000
principal amount promissory note. The note was due and payable on July 19, 1996
and bore interest at 8%. The note could be converted, at any time, into 20,000
shares of the Company's Common Stock. 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.
During 1996 the Company raised aproximately $ 420,000 from a foreign
private placement of Common Stock to investors who reside outside the United
States, including officers and directors of the Company. The Company has issued
733,699 shares of Common Stock in connection with this private placement.
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 no assurance that the
Company will in fact secure additional financing or have sufficient cash flow
from operations.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, amended. Investors are cautioned
that all forward looking statements involve risks and uncertainty, including
without limitation, the
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<PAGE>
viability of gold mines, exploration costs, foreign currency exchange rates and
general market conditions. Although the Company believes the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements contained in the report will prove to be
accurate.
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 broad
zones of mineralization were identified, both 100 meters (330
feet) in width, and with assay results of 1.05 grams for tonne in
saprolite rock. A further trenching program conducted at La
Fortuna I Mining Concession during the Quarter ended June 30, 1996
confirmed results of previous trennching, and better defined
targets for drill-holes into Central Zone. Additional trenching of
Fortuna Zone and other targets in the concession will be completed
at the end of the year as soon as the dry season begins.
2) The alluvial gold plant was installed and fine tuned at
Bochinchito Concession during the First Quarter 1996. Production
at El Bochinchito has been slowed as the Company concentrates on
what appears to be a major discovery in altered gabbro at La
Fortuna I. Trial runs with the plant have indicated some problems
with clay balls which will require some minor modifications to the
plant.
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits - None.
b) Reports on Form 8-K - None.
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<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: MUST BE FILLED IN
/s/ Jose Gregorio Pereira /s/ Henry Bloch
- ----------------------------- -------------------------
Jose Gregorio Pereira Henry Bloch
Director & General Manager Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Financial Statements as of Sept 30, 1996 and is qualified in its
entirety by reference to each Financial Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 38
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 43
<PP&E> 10,334
<DEPRECIATION> 193
<TOTAL-ASSETS> 10,184
<CURRENT-LIABILITIES> 409
<BONDS> 2,964
0
25
<COMMON> 10,490
<OTHER-SE> (3,704)
<TOTAL-LIABILITY-AND-EQUITY> 10,184
<SALES> 0
<TOTAL-REVENUES> 64
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 331
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (267)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (267)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
