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 June 30, 1996.
OR
/X/ 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) 238-23-32 (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 10,778,685
(as of July 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 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 months ended June 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
JUNE 30, DECEMBER 31,
1996 1995
---------- ------------
ASSETS
======
CURRENT ASSETS
Cash 11,335 44,169
Prepaid Expenses and Other
Current Assets 34,307 65,307
---------- ----------
Total Current Assets 45,642 109,476
FIXED ASSETS, Net 356,692 357,436
MINING CONCESSION 9,250,564 9,037,735
OTHER ASSETS 515,213 507,935
---------- ----------
10,168,111 10,012,582
========== ==========
LIABILITIES AND STOCKHOLDERS'EQUITY
===================================
CURRENT LIABILITIES
Bank Loans 209,686 227,931
Accounts Payable 72,755 709,186
Accrued Liabilities 3,477 43,245
----------- -----------
Total Current Liabilities 285,918 980,362
LONG-TERM DEBT 2,960,708 2,963,309
PROVISIONS 2,678 16,621
----------- -----------
Total Liabilities 3,249,304 3,960,292
----------- -----------
STOCKHOLDERS' EQUITY
Paid-in capital stock 10,482,997 9,488,886
Deficit (3,564,190) (3,436,596)
----------- -----------
Total Stockholders' equity 6,918,807 6,052,290
----------- -----------
10,168,111 10,012,582
=========== ===========
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
------ ------ ------ ------
OPERATING EXPENSES
Administration 107,113 157,200 189,601 475,051
-------- -------- -------- --------
TOTAL 107,113 157,200 189,601 475,051
OTHER INCOME
Income from Lease 0 49,219 0 98,438
Exchange gain 26,730 18,529 62,007 23,614
Other Income 0 10 0 19
-------- -------- -------- --------
TOTAL 26,730 67,758 62,007 122,071
-------- -------- -------- --------
NET INCOME (LOSS) (80,383) (127,594) (127,594) (352,980)
======== ======== ======== ========
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Paid-in Total
Capital Deficit Stockholders'
Stock Equity
--------- -------- -------------
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 261,000 0 261,000
Capital Increase
(700,000 common shares) 350,000 0 350,000
(DEBT CONVERT 442,572
Common shares) 383,111 0 383,111
Preferred stock to Common
stock conversion
(Increase in common stock
800,000 common shares) 500,000 0 500,000
(Reduction in pref. stock
500 preferred shares) (500,000) 0 (500,000)
Net loss 0 (127,594) (127,594)
----------- ----------- -----------
BALANCE as of 06/30/96 10,482,997 (3,564,190) 6,918,807
=========== =========== ===========
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<PAGE>
AMERICANA GOLD & DIAMOND INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE-MONTHS ENDED MARCH 31,
1996 1995
--------------- --------------
CASH FLOWS (USED IN) PROVIDED BY
OPERATING ACTIVITIES
Net loss (127,594) (352,980)
Adjustments to reconcile net loss
to net cash used in operations-
Depreciation 27,845 29,839
Gain from translation of
foreign currency (62,007) (23,614)
Provision for employee severance
benefits (3,184) 0
Business assets tax (10,759) (11,195)
-------- ---------
(175,699) (357,950)
NET CHANGES IN OPERATING ASSETS-
AND LIABILITIES
(Increase) Decrease in prepaid expenses
and other current assets 31,000 (30,858)
Increase (Decrease) accrued
liabilities (39,768) (32,077)
Increase (Decrease) accounts payable (636,431) 230,574
--------- ---------
Net cash used in operating
activities (820,898) (190,311)
-------- ----------
CASH FLOW USED IN INVESTING ACTIVITIES
Purchase of fixed asset (27,101) ( 6,675)
Increase in mining concessions (212,829) (27,274)
Retirement of fixed assets 0 18,388
Increase in other assets ( 7,278) (128,223)
--------- ----------
Net cash used in investing
activies (247,208) (143,784)
CASH FLOWS PROVIDED BY FINANCING --------- ----------
ACTIVITIES
Increase (Decrease) in bank loans (18,245) 64,706
Increase (Decrease) capital stock 994,111 788,950
(Decrease) Increase in
Long-Term debt (2, 601) (598,438)
--------- ---------
Net cash provided by financial act 973,265 255,218
--------- ---------
EFFECT OF THE VARIATIONS IN THE
EXCHANGE RATE ON CASH 62,007 23,614
-------- ----------
INCREASE IN CASH & CASH EQUIVALENTS (32,834) (55,263)
CASH & CASH EQUIVALENT BEGINNING
OF PERIOD 44,169 73,799
-------- ---------
CASH & CASH EQUIVALENT AT END
OF PERIOD 11,335 18,536
======== =========
-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 $3,564,190 through June 30, 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 June 30, 1996 compared
to Quarter ended June 30, 1995.
Total income for the quarter ended June 30, 1996, was $26,730 compared
to $67,758 for the quarter ended June 30, 1995, a net decrease of $41,028.
For the six months ended June 30, 1996 total income was $62,007
compared to $122,071 for the six months ended June 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 $107,113, for the quarter ended June 30,
1996 compared to $157,200 for the quarter ended June 30, 1995, and $189,601 for
the six months ended June 30, 1996 compared to $475,051 for the six months ended
June 30, 1995. Such decrease is related to the capitalization of exploration
costs.
Primarily for the same reasons the net loss for the quarter ended June
30, 1996 decreased to $80,383 as compared to a net loss of $89,442 for the
quarter ended June 30, 1995, and for the six months ended June 30, 1996 the net
loss decreased to $127,594 as compared to a net loss of $352,980 for the six
months ended June 30, 1995.
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<PAGE>
Changes in Financial Condition - From December 31, 1995 to June 30, 1996.
The Company's Assets increased from $10,012,582 for the year ended
December 31, 1995 to $10,168,111 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, subject to
NASDAQ approval, 2,977,642 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 $276,984 in working capital as of June 30, 1996,
compared with working capital of $184,752 as of June 30, 1995.
The increase 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 June 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 nine notes payable to two
Venezuelan Banks for the total historic equivalent amount of $176,761. These
loans bear interest at 42% per annum and two notes mature on August 1996, two
notes mature on October 1996, two notes mature on February 1997, and three notes
mature on July 1997, and 13% of the balance is due quarterly. As of June 30,
1996 the Company has paid the historic equivalent amount of $137,070 and the
outstanding balance of the loan was reduced to the equivalent amount of $39,686.
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.
-8-
<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 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 an agreement with Inversiones
Megold, C.A.
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 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.
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.
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, as amended. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including
without limitation, the viability of gold mines, currency rises and changes in
government regulation. 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.
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<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:
An annual meeting was held on April 26, 1996 in
Caracas, Venezuela. The annual meeting involved
election of Directors. Management's slate of
Directors consisting of Carlos Hausmann, Henry Bloch,
David Zrihen, David Bassan, Jose Pereira, Clement W.
Cohen, Thomaz Klingberg, Leon Bentes and Alberto
Cohen were all elected by the following vote:
Votes: For: 6,065,984 Against: 0
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 asay 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:
/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 June 30, 1996 and is
qualified in its entirety by reference to each Financial
Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 34
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45
<PP&E> 10,301
<DEPRECIATION> 178
<TOTAL-ASSETS> 10,168
<CURRENT-LIABILITIES> 286
<BONDS> 2,963
0
25
<COMMON> 10,458
<OTHER-SE> (3,564)
<TOTAL-LIABILITY-AND-EQUITY> 10,168
<SALES> 0
<TOTAL-REVENUES> 62
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 190
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (128)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (128)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
