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, 1997.
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.
DELAWARE 84-1023321
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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 registrant (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 12,637,127
(as of August 13, 1997).
<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 conjunction with the
financial statements and related notes for the year ended December 31, 1996,
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 six months ended June 30, 1997 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. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - AS OF JUNE 30, 1997
(Expressed in U.S. dollars)
JUNE 30, DECEMBER 31,
1997 1996
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS:
Cash 32,728 133,280
Prepaid Expenses and Other Current Assets 58,728 41,215
---------- ----------
Total Current Assets 91,456 174,495
FIXED ASSETS, Net 292,968 322,053
MINING CONCESSION 9,515,011 9,359,961
OTHER ASSETS 515,214 515,677
---------- ----------
10,414,649 10,372,186
---------- ----------
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES
Bank Loans 176,741 170,000
Accounts Payable 148,663 15,968
Accrued Liabilities 6,220 13,942
---------- ----------
Total Current Liabilities 331,624 199,910
LONG-TERM DEBT 2,959,544 2,960,251
PROVISIONS FOR EMPLOYEE SEVERANCE BENEFITS 6,365 6,843
---------- ----------
Total Liabilities 3,297,533 3,167,004
---------- ----------
STOCKHOLDERS' EQUITY
Capital Stock 11,361,940 11,144,840
Acumulated Losses ( 4,218,853) ( 3,939,658)
Deduct treasury stock ( 25,971) 0
---------- ----------
Total Stockholders' Equity 7,117,116 7,205,182
---------- ----------
10,414,649 10,372,186
========== ==========
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
ADMINISTRATION EXPENSES (278,052) (189,601) (181,678) (107,113)
------- ------- -------- -------
OTHER INCOME (EXPENSES):
Translation adjustment ( 1,143) 62,007 (947) 26,730
------ ------ ------- ------
Total other income (expenses) ( 1,143) 62,007 (947) 26,730
------ ------ ------- ------
NET (LOSS) (279,195) (127,594) (182,625) (80,383)
======= ======= ======= ======
</TABLE>
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
Total
Capital Stockholders'
Stock Deficit Equity
----- ------- ------
<S> <C> <C> <C>
BALANCE as of December 31, 1995 9,488,886 (3,436,596) 6,052,290
Capital Stock Increase (2,902,572 Common Stock) 1,655,954 0 1,655,954
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)
Net Loss 0 ( 503,062) ( 503,062)
---------- --------- ---------
BALANCE as of December 31, 1996 11,144,840 (3,939,658) 7,205,182
Capital Stock Increase (508,242 Common Shares) 217,100 0 217,100
Deduct Treasury Stock (20,000 Shares at cost) 0 0 ( 25,971)
Net Loss 0 ( 279,195) ( 279,195)
---------- ---------- ----------
BALANCE as of June 30, 1997 11,361,940 (4,218,853) (7,117,116)
========== =========== ===========
</TABLE>
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
(Expressed in U.S. dollars)
SIX MONTHS ENDED JUNE 30,
1997 1996
CASH FLOWS (USED IN)
OPERATING ACTIVITIES:
Net (Loss) (279,195) (127,594)
Adjustments to reconcile net loss with
net cash used in operations -
Depreciation 29,085 27,845
Traslation adjustment 1,143 ( 62,007)
------- -------
(248,967) (161,756)
NET CHANGES IN OPERATING ASSETS-
AND LIABILITIES:
Increase in prepaid expenses
and other current assets ( 17,513) 31,000
(Decrease) in accrued liabilities ( 7,722) ( 39,768)
Increase (Decrease) accounts payable 132,695 (647,190)
Payment of employee severance benefits (478) ( 3,184)
------- -------
Net cash used in operating activities (141,985) (820,898)
------- -------
CASH FLOW USED IN INVESTING ACTIVITIES:
Purchase of fixed assets 0 (27,101)
Increase in mining concessions (155,050) (212,829)
Treasury Stock ( 25,971) 0
Increase (decrease) in other assets 463 ( 7,278)
------- -------
Net cash used in investing activities (180,558) (247,208)
------- -------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
(Decrease) in long term account payable (707) ( 2,601)
Increase (Decrease) in bank loans 6,741 (18,245)
Increase in capital stock 217,100 994,111
---------- ---------
Net cash provided by financing Activities 223,134 973,265
---------- ---------
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH ( 1,143) 62,007
---------- ---------
(DECREASE) IN CASH ( 100,552) (32,834)
CASH AT BEGINNING OF PERIOD 133,280 44,169
--------- ---------
CASH AT END OF PERIOD 32,728 11,335
========= =========
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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 had generated an
accumulated deficit of $4,218,853 through June 30, 1997, due to its significant
research, development, administrative and exploration expenses and insufficient
revenues in relation to its operating expenses. For the six months ended June
30, 1997 the Company had no revenues. Management believes that the Company will
continue to have limited or no 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, 1996 has been prepared on the basis that the Company will
continue as a going concern.
Results of Operations
Quarter and six months ended June 30, 1997 compared to Quarter and six
months ended June 30, 1996.
There was no income for the quarter ended June 30, 1997 compared to
income of $ 26,730 for the quarter ended June 30, 1996. For the six months ended
June 30, 1997 there was no income compared to $62,007 for the six months ended
June 30, 1996. For the three and six months ended June 30, 1996 the Company's
income was primarily attributable to foreign currency exchange gain.
Administrative expenses were $181,678, for the quarter ended June
30, 1997 compared to $107,113 for the quarter ended June 30, 1996, and $278,052
for the six months ended June 30, 1997 compared to $189,601 for the six months
ended June 30, 1996.
Due to the lack of income and the increase in administrative
expenses, the net loss for the quarter ended June 30, 1997 increased to $182,625
as compared to a net loss of $80,383 for the quarter ended June 30, 1996, and
for the six months ended June 30, 1997 the net loss increased to $ 279,195 as
compared to a net loss of $127,594 for the six months ended June 30, 1996.
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<PAGE>
Changes in Financial Condition - From December 31, 1996 to June 30, 1997.
The Company's Assets increased from $10,372,186 for the year ended
December 31, 1996 to $10,414,649 due primarily to investments made for the
drilling in La Fortuna I Concession.
Liquidity and Capital Resources
The Company had $217,100 in working capital as of June 30, 1997,
compared with working capital of $276,948 as of June 30, 1996.
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 June 30, 1997, 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, 1998. Long-term debt of the Company relating to
liabilities assumed by the Company for the purchase of exploration and
exploitation rights of mining concessions currently amounts to $2,959,908. Such
amount relates to approximately $390,000 in payments due on the Fortuna I
Concession, and the balance relates to the El Progreso Concession, which the
Company is currently renegotiating. There can be no assurance that the Company
will be successful in such renegotiations.
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. 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 $ 677,843 from two
foreign private placements of Common Stock to investors who reside outside the
United States, including officers and directors of the Company. The Company has
issued 1,250,000 shares of Common Stock in connection with these private
placements.
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<PAGE>
During the quarter ended June 30,1997 the Company raised
approximately $ 217,100 from a foreign Private Placement of Common Stock to
investors who reside outside the United States. The Company issued 508,242
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 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.
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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:
a) An annual meeting was held on June 18, 1997 in Caracas,
Venezuela.
b) The annual meeting involved election of Directors. All
Directors were reelected.
Votes: For 10,265,976 Against: 0
Item 5. Other Information.
a) Current Events
1) During the second quarter of 1997 diamond core drilling and
trenching activities were taken out on La Fortuna I
Concession. A total of 1,013m of drilling was completed, and
770 samples were analysed for gold. From the trenching in the
N.W. Zone a total of 49 samples were analysed for gold.
Drilling in the Central Zone intersected a number of narrow
mineralised zones, some relatively high grade. Additional
drilling would need to be undertaken to prove lateral and
depth continuity of identified mineralisation. There still
remain uncertainties as to the orientation of mineralising
structures due to the structural complexity of the Central
Zone.
In La Fortuna Zone, there is the possibility of identifying a
narrow high grade vein or zone amenable to surface mining. Two
narrow high grade zones of mineralisation have been detected
that warrant further exploration activity.
The N.W. Zone continues to be a zone of significant interest.
The results from Trench 27A shows a broad zone of low grade
mineralisation. Additional work in the form of trenches and
augering, prior to drilling, should be undertaken in the N.W.
Zone.
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<PAGE>
2) The alluvial gold plant was installed and fine tuned at
Bochinchito Concession during 1996. Production at El
Bochinchito has been delayed 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/ Henry Bloch
-----------------------
Henry Bloch
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, 1997 and is qualified in its
entirety by reference to each Financial Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 33
<SECURITIES> 0
<RECEIVABLES> 59
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 92
<PP&E> 10,562
<DEPRECIATION> 239
<TOTAL-ASSETS> 10,415
<CURRENT-LIABILITIES> 338
<BONDS> 2,960
0
25
<COMMON> 11,337
<OTHER-SE> (3,966)
<TOTAL-LIABILITY-AND-EQUITY> 10,694
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 279
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (279)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (279)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
