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, 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.
(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 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 12,509,400
(as of May 15, 1997). 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 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 months ended March 31, 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. & SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS - AS OF MARCH 31, 1997
(Expressed in U.S. dollars)
MARCH 31, DECEMBER 31,
1997 1996
ASSETS
CURRENT ASSETS
Cash 14,800 133,280
Prepaid Expenses and Other Current Assets 42,353 41,215
---------- ----------
Total Current Assets 57,153 174,495
FIXED ASSETS, Net 307,512 322,053
MINING CONCESSION 9,385,176 9,359,961
OTHER ASSETS 515,384 515,677
---------- ----------
10,265,225 10,372,186
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES
Bank Loans 170,000 170,000
Accounts Payable 42,819 15,968
Accrued Liabilities 3,396 13,942
---------- ----------
Total Current Liabilities 216,215 199,910
LONG-TERM DEBT 2,959,908 2,960,251
PROVISIONS FOR EMPLOYEE SEVERANCE BENEFITS 6,461 6,843
---------- ----------
Total Liabilities 3,182,584 3,167,004
---------- ----------
STOCKHOLDERS' EQUITY
Capital Stock 11,144,840 11,144,840
Acumulated Losses ( 4,036,228) ( 3,939,658)
Deduct treasury stock ( 25,971) 0
---------- ----------
Total Stockholders' Equity 7,082,641 7,205,182
---------- ----------
10,265,225 10,372,186
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE QUARTER ENDED MARCH 31, 1997 AND MARCH 31, 1996
(Expressed in U.S. dollars)
THREE MONTHS ENDED MARCH 31,
1997 1996
---- ----
ADMINISTRATION EXPENSES ( 96,374) ( 82,488)
------- -------
OTHER INCOME (EXPENSE):
Translation adjustment (196) 35,277
------ ------
Total other income (expense) (196) 35,277
------ ------
NET (LOSS) (96,570) (47,211)
====== ======
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 1997 AND MARCH 31, 1996
(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
Deduct treasury stock (20,000 Shares at cost) 0 0 ( 25,971)
Net Loss 0 ( 96,570) ( 96,570)
---------- --------- ---------
BALANCE as of March 31, 1997 11,144,840 (4,036,228) 7,082,641
========== ========== =========
</TABLE>
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<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1997 AND MARCH 31, 1996
(Expressed in U.S. dollars)
THREE MONTHS ENDED MARCH 31,
1997 1996
CASH FLOWS (USED IN)
OPERATING ACTIVITIES
Net Loss ( 96,570) ( 47,211)
Adjustments to reconcile net loss
with net cash used in operations -
Depreciation 14,541 14,112
Traslation adjustment 196 ( 35,277)
------- -------
( 81,833) ( 68,376)
NET CHANGES IN OPERATING ASSETS-
AND LIABILITIES:
Increase in prepaid expenses
and other current assets ( 1,138) ( 9,422)
Increase (Decrease) accrued liabilities ( 10,546) ( 30,128)
Increase (Decrease) accounts payable 26,851 (252,092)
Payment of employee severance benefits (382) 0
------- -------
Net cash used in operating activities ( 67,048) (360,018)
------- -------
CASH FLOW USED IN INVESTING ACTIVITIES:
Purchase of fixed assets 0 (25,229)
Increase in mining concessions ( 25,215) (159,651)
Treasury Stock ( 25,971) 0
Increase, (decrease) in other assets 293 ( 8,409)
------- -------
Net cash used in investing activities ( 50,893) (193,289)
------- -------
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES:
(Decrease) in long term account
payable (343) (261)
Increase (Decrease) in bank loans 0 30,881
Increase in capital stock 0 451,000
---------- ---------
Net cash provided by financing Activities (343) 481,620
---------- ---------
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH (196) 35,277
----------- ---------
(DECREASE) INCREASE IN CASH ( 118,480) (36,410)
CASH AT BEGINNING OF PERIOD 133,280 44,169
--------- ---------
CASH AT END OF PERIOD 14,800 7,759
========= =========
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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 $4,036,228 through March 31, 1997, 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, 1996 has been prepared on the basis that the Company will
continue as a going concern.
Results of Operations
Quarter ended March 31, 1997 compared to Quarter ended March 31, 1996.
There was no income for the quarter ended March 31, 1997 compared to
income of $ 38,361 for the quarter ended March 31, 1996. For the three months
ended March 31, 1996 the Company's income was primarily attributable to foreign
currency exchange gain.
Administrative expenses were $96,570, for the quarter ended March
31, 1997 compared to $82,488 for the quarter ended March 31, 1996.
Due to the lack of income and the increase in administrative
expenses, the net loss for the quarter ended March 31, 1997 increased to $96,570
as compared to a net loss of $47,211 for the quarter ended March 31, 1996.
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<PAGE>
Changes in Financial Condition - From December 31, 1996 to March 31, 1997.
The Company's Assets decreased from $10,372,186 for the year ended
December 31, 1996 to $10,265,325 due primarily to a decrease in cash.
See "Liquidity and Capital Resources" for a description of a foreign
Private Placement consumated subsequent to March 31, 1997.
Liquidity and Capital Resources
The Company had $125,000 in working capital as of March 31, 1996,
compared with working capital of $116,984 as of March 31, 1997.
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 March 31, 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 August 4, 1997. 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.
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%. In March 1996, all of the promissory notes
were converted 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>
Subsequent to March 31, 1997 the Company raised approximately $
160,000 from a foreign Private Placement of Common Stock to investors who reside
outside the United States. The Company issued 425,669 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:
Not applicable.
Item 5. Other Information.
a) Current Events
1) The Company is initiating a drilling program on three of
the five anomalous zones of its La Fortuna Concession. A
total of eight diamond drill holes for a total 1,075
meters to investigate the Central Zone (600 m), the Foco
Zone (250 m) and the Fortuna Zone (225 m) constitutes the
initial two month program.
The La Fortuna Concession has had trenching operations on
two mineralized zones with 100 meters in width. Sampling
indicates grades of 1 to 3 grams per tonne and the Central
zone assayed 1.05 grams per tonne over 99 meters in
saprolite. Both zones are open in both directions along
strike and to depth.
2) The alluvial gold plant was installed and fine tuned at
Bochinchito Concession during the First Quarter 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 March 31,1997 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> MAR-31-1997
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 42
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 57
<PP&E> 10,432
<DEPRECIATION> 224
<TOTAL-ASSETS> 10,265
<CURRENT-LIABILITIES> 223
<BONDS> 2,960
0
25
<COMMON> 11,120
<OTHER-SE> (3,966)
<TOTAL-LIABILITY-AND-EQUITY> 10,362
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 97
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (97)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (97)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
