UNITED STATES
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, 1998
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 Holdings, Inc.)
Delaware 84-1023321
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identifcation Number)
Calle Los Laboratorios
Torre Beta, Piso 2, Ofic. 208
Caracas, Venezuela 1071
(Address of principal executive offices) (Zic Code)
(Telephone) (582) 238-2332 (Fax) 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
13,114,063 (as of June 30, 1998). 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. & SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS -- AS OF JUNE 30, 1998
(Expressed in U.S. dollars)
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
ASSETS
------
CURRENT ASSETS
Cash ............................................. 6,956 14,524
Prepaid Expenses and Other Current Assets ........ 56,565 61,630
---------- ----------
Total Current Assets ........................... 63,521 76,154
FIXED ASSETS, Net .................................. 193,140 263,538
MINING CONCESSION .................................. 3,663,855 9,595,390
OTHER ASSETS ....................................... 514,481 514,879
---------- ----------
4,434,997 10,449,961
LIABILITIES AND STOCKHOLDERS'EQUITY
-----------------------------------
CURRENT LIABILITIES
Bank Loans ....................................... 222,586 233,462
Accounts Payable ................................. 87,103 299,276
Accrued Liabilities .............................. 17,122 28,762
---------- ----------
Total Current Liabilities ...................... 326,811 561,500
LONG-TERM DEBT ..................................... 217,587 2,958,604
PROVISIONS FOR EMPLOYEE SEVERANCE BENEFITS ......... 13,603 13,899
---------- ----------
Total Liabilities .............................. 558,001 3,534,003
---------- ----------
STOCKHOLDERS' EQUITY
Capital Stock .................................... 12,178,646 11,430,829
Accumulated Losses ............................... (8,301,650) (4,514,871)
---------- ----------
Total Stockholders' Equity ..................... 3,876,996 6,915,958
---------- ----------
4,434,997 10,449,961
========== ==========
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE QUARTER ENDED JUNE 30, 1998 AND 1997
(Expressed in U.S. dollars)
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1998 1997 1998 1997
---- ---- ---- ----
ADMINISTRATION EXPENSES ......... (382,909) (278,052) (247,629) (181,678)
CONCESION PROGRESO 4 & 5 ........ (3,405,481) 0 (3,405,481) 0
---------- -------- ---------- --------
(3,788,390) (278,052) (3,653,110) (181,678)
OTHER INCOME (EXPENSE):
Other Income .................. 0 0 0 0
Translation Adjustment ........ 1,611 (1,143) 1,092 (947)
---------- -------- ---------- --------
Total other income (expense) .. 1,611 (1,143) 1,092 (947)
---------- -------- ---------- --------
NET (LOSS) ...................... (3,786,779) (279,195) (3,652,018) (182,625)
========== ======== ========== ========
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED JUNE 30, 1998 AND 1997
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
Total
Capital Stockholders'
Stock Deficit Equity
------- ------- -------------
<S> <C> <C> <C>
BALANCE as of December 31, 1997 ................... 11,430,829 (4,514,871) 6,915,958
Contribution for future increase in Capital ..... 27,900 0 27,900
CAPITAL STOCK INCREASE (1,647,584 Common Stock) ... 719,917 0 719,917
Net Loss .......................................... 0 (3,786,779) (3,786,779)
---------- ---------- ----------
BALANCE as of June 30, 1998 ....................... 12,178,646 (8,301,650) 3,876,996
========== ========== ==========
</TABLE>
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTER ENDED JUNE 30, 1998 AND 1997
(Expressed in U.S. dollars)
1998 1997
---- ----
CASH FLOWS (USED IN) OPERATING ACTIVITIES
Net Loss ......................................... (3,786,779) (279,195)
Adjustments to reconcile net loss
with net cash used in operations--
Depreciation ................................... 29,061 29,085
Traslation adjustment .......................... 1,611 1,143
Provision for employee severance benefits ...... 2,825 0
Other .......................................... 0 0
---------- --------
(3,753,282) (248,967)
NET CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) in prepaid expenses
and other current assets ....................... 5,065 (17,513)
Increase (Decrease) accrued liabilities .......... (11,640) (7,722)
Increase (Decrease) accounts payable ............. (212,173) 132,695
Payment of employee severance benefits ........... (3,121) (478)
---------- --------
Net cash used in operating activities ............ (3,975,151) (141,985)
---------- --------
CASH FLOW USED IN INVESTING ACTIVITIES:
Decrease in Property and Equipment ............... 41,337 0
Decrease (Increase) in mining concessions ........ 5,931,535 (155,050)
Treasury Stock ................................... 0 (25,971)
(Increase) Decrease in other assets .............. 398 463
---------- --------
Net cash used in investing activities ............ 5,973,270 (180,558)
---------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
(Decrease) in long term account payable .......... (2,741,017) (707)
Increase (Decrease) in bank loans ................ (10,876) 6,741
Increase in capital stock ........................ 747,817 217,100
---------- --------
Net cash provided by financing Activities ........ (2,004,076) 223,134
---------- --------
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH ........ (1,611) (1,143)
---------- --------
(DECREASE) INCREASE IN CASH ........................ (7,568) (100,552)
CASH & CASH EQUIVALENT AT BEGINNING OF PERIOD ...... 14,524 133,280
---------- --------
CASH & CASH EQUIVALENT AT END OF PERIOD ............ 6,956 32,728
========== ========
<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-QS 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, 1997, 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, 1998 are not necessarily indicative of the results
which may be expected for the entire fiscal year.
<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 $8,301,650 through June 30, 1998, 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, 1998
the Company had no revenues. Management believes that the Company will continue
to have limited or no revenues and those 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,
1997 has been prepared on the basis that the Company will continue as an active
mining exploration/development company.
Results of Operations
Quarter ended June 30, 1998 compared to Quarter ended June 30, 1997
There was no income neither for the three and six months period ended June
30, 1998 nor for the three and six months period ended June 30, 1997.
Administrative expenses were $247,629, for the quarter ended June 30, 1998
compared to $181,678 for the quarter ended June 30, 1997, and $382,909 for the
six months ended June 30, 1998 compared to $278,052 for the six months ended
June 30, 1997.
Due to the cancellation of the acquisition agreement of the El Progreso 4
and El Progreso 5 concessions, and to the lack of income and the increase in
administrative expenses, the net loss for the quarter ended June 30, 1998
increased to $3,652,018 as compared to a net loss of $182,625 for the quarter
ended June 30, 1997, and for the six months ended June 30, 1998 the net loss
increased to $3,786,779 as compared to a net loss of $279,195 for the six months
ended June 30, 1997.
Long-term liabilities were reduced by $2,741,017 due to the El Progreso
purchase cancellation.
<PAGE>
Changes in Financial Condition -- From December 31, 1997 to June 30, 1998
The Company's Assets decreased from $10,449,961 for the year ended December
31, 1997 to $4,434,997 due primarily to the discontinuance of operations in the
El Progreso 4 and El Progreso 5 concessions.
Liquidity and Capital Resources
The Company had $6,956 in cash as well as a commitment for $213,182 from a
private placement, which closed after June 30, 1998, compared with working
capital of $217,100 as of June 30, 1997.
At June 30, 1998, the Company had a note payable to a bank outstanding in
the amount of $185,000. The loan bears interest at 7.625% per annum and matures
on July 27, 1998. The Company's subsidiaries had three notes payable to a
Venezuelan Bank for the total equivalent amount of $37,586. These loans were
fully paid on July 13, 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 $217,587,
relating to payments due on the Fortuna I Concession.
In 1997, the Company raised approximately $285,989 from Private Placements
of Common Stock to investors who reside outside the United States including
officers and directors of the Company. The Company issued 609,952 shares of its
Common Stock in connection with the Private Placements.
During the six months period ended June 30, 1998, the Company raised
approximately $213,182 from Private Placements of Common Stock to investors who
reside outside the United States including officers and directors of the
Company. The Company issued 440,404 shares of its Common Stock in connection
with the Private Placement.
<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
The Company's Common Stock has been trading below $1.00 per share.
Under new rules promulgated by the Nasdaq Stock Market ("NASDAQ"), a
security is subject to delisting from NASDAQ if its closing bid price
is below $1.00. NASDAQ has advised the Company that if the Company is
unable to demostrate compliance with the minimum $1.00 bid price on or
before July 1, 1998, the Company's Common Stock will be subject to
delisting, effective with the close of business on July 1, 1998. If
such delisting occurs, trading if any, of the Common Stock would
thereafter be conducted in the OTC Bulletin Board. As a result of such
ineligibility for quotations, an investor may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value
of the Common Stock. Furthermore, the regulations of the Securities
and Exchange Commission ("Commission") promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), require
additional disclosure relating to the market for penny stocks.
Commission regulations generally define a penny stock to be an equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions. A disclosure schedule explaining the penny
stock market and the risks associated therewith is required to be
delivered to a purchaser and various sales practice requirements are
imposed on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors (generally
institutions). In addition, the broker-dealer must provide the
customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of
each penny stock held in the customer's account. If the Company's
securities become subject to the regulations applicable to penny
stocks, the market liquidity for the Company's securities could limit
the ability of broker- dealers to sell the Company's securities and
thus the ability of purchasers of the Company's securities to sell
their securities in the secondary market. In the absence of an active
trading market, holders of the Common Stock may experience substantial
difficulty in selling their securities.
Item 6. Exhibits and reports on Form 8-K
a) Exhibits -- None
b) Reports on Form 8-K -- None
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Consolidated Financial Statements as of June 30, 1998 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 7
<SECURITIES> 0
<RECEIVABLES> 57
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64
<PP&E> 4,669
<DEPRECIATION> 298
<TOTAL-ASSETS> 4,435
<CURRENT-LIABILITIES> 327
<BONDS> 231
0
25
<COMMON> 12,154
<OTHER-SE> (8,302)
<TOTAL-LIABILITY-AND-EQUITY> 4,435
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,406
<OTHER-EXPENSES> 381
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,787)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,787)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
