Moves to New Name and Image for the Company
Thursday July 15, 11:53 pm ET
FORT LAUDERDALE, FL--(MARKET WIRE)--Jul 15, 2004 -- Americana
Gold and Diamond Holdings, Inc. ("AGDM"), trading symbol OTC:
Pink Sheets -- AGDM, announced today they have changed the name of the
Company to MineCore International, Inc.
MineCore International, Inc. began its listing under the trading symbol
of OTC:Pink Sheets -- (OTC BB:MCIO.OB - News) at 9:30 a.m. EST, July 15,
2004. In conjunction with the name change, the holders of a majority of
the issued and outstanding shares of common stock consented to a one-for-ten
reverse stock split, effective as of 11:59 p.m. EST, July 14, 2004.
MineCore International, Inc. ("MineCore") expanded its operations
and asset base with the acquisition of Platinum Works, Inc. ("PWI").
"We are now an International development and exploration
company," heralded D.L. (Dan) Forigo, MineCore President, "We
are very excited with the new name and image of the company."
As part of its strategic plan, MineCore will be exploring
and developing certain sapphire-bearing deposits in Madagascar along with
bidding for contracts under the Infrastructure Program in Madagascar.
The Heavy Equipment Division has been awarded two Memorandums'
of Understanding for a highway upgrade project and a Joint Venture with
ACROW Corporation of America to construct several bridges in a pilot project.
Both projects are located in Madagascar. Currently the Construction Division
is generating revenue with ongoing contracts.
The Manufacturing Technology Division, which has not
commenced revenue producing operations, is poised to introduce its patented
technology to hyper compress clay for building blocks that can be used
for constructing structures such as schools, medical clinics and housing
MineCore, as part of its strategic plan, will be looking
for Joint Venture partners to develop certain of its gold bearing properties
in the La Fortuna play in Venezuela.
The Company intends to use MineCore as its its trade
name, and unveiled its new logo today in an unveiling in Fort Lauderdale,
The trade name MineCore was developed on the basis that
the core business of the company will be mining. To support its exploration
and mining operations, MineCore has a Construction Division, which includes
its Heavy Equipment Division for road building and overburden stripping
and its Electrical Division for supporting its operations and to bid for
work associated with the Infrastructure program in Madagascar. Along with
the Construction Division, MineCore has an Infrastructure Division, which
includes the Support Departments for Mining and the Manufacturing Technology
Division which, once fully operational, will provide economical building
structures. With the extraction of sapphires and the manufacturing of
goods, a Marketing Division will be developed to generate sales for the
"Our logo takes into account the operations of MineCore
with a modern look and image," explained J.G. (Jerry) Mikolajczyk,
MineCore Chief Operating Officer, "the right side of the trademark
symbol has a bold tower representing the Construction Division. The oval
at the bottom center represents the oval shape of an open pit mine operation.
The three left spikes represent the 3 Divisions, Mining, Infrastructure
and Marketing. The bridge over the oval between the construction tower
on the right and the Marketing spike on the inner left represents the
Bridge Division and the Structure Division. We have incorporated our operations
in a symbol that our employees and operations are represented by."
MineCore is developing its website and should be available
for surfing in the very near future. The Company has secured the URL address
www.minecore.com along with the related top level domains .net, .org,
.info, .biz and .us.
MineCore is an exploration company, as defined under
SEC Industry Guide 7. The Company's mission is to successfully identify,
acquire and develop mineral properties with a fast track program to commence
mining operations. Its other divisions and departments are in the developmental
This press release contains forward-looking information
within the meaning of section 27A of the Securities Act of 1933 and section
21E of the Securities Exchange Act of 1934 and is subject to the Safe
Harbor created by those sections. This material contains statements about
expected future events and/or financial results that are forward-looking
in nature and subject to risks and uncertainties. For those statements,
we claim the protection of the safe harbor for forward-looking statements
provisions contained in the Private Securities Litigation Reform Act of
1995 and any amendments thereto. Such forward-looking statements by definition
involve risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the company to be materially different
from the future results, performance or achievements expressed or implied
by such forward-looking statements. In particular, there is no assurance
that reserves, production, pricing levels or other factors pertaining
to the mining and manufacturing operations will be sustained at the expected
rates or levels over time. Discussions of factors, which may affect future
results, are contained in our recent filings. Under no circumstances does
this Press Release constitute an offer to sell or a solicitation of an
offer to buy the securities of the company described in this Press Release
in which such offer, solicitation or sale of securities would be unlawful
prior to registration, qualification or filing under the securities laws
of any jurisdiction.
Form 8-K/A for MINECORE INTERNATIONAL, INC
Change in Accountant, Other Events, Financial Statements
ITEM 4.01 CHANGE IN REGISTRANT'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
(a) Previous Certifying Accountants
1. Cardona Rodriguez & Asociados were the Certifying Accountants up
to and including the year ended December 31, 2001, the last year for which
a 10-KSB has been filed to date.
2. Cardona Rodriguez & Asociados is a member of Nexia
3. The Registrant's Board of Directors approved the decision
to change the Certifying Accountants.
4. Cardona Rodriguez & Asociados remain engaged beyond
2001 with a diminished scope of work related to auditing the Company's
operations in Venezuela, consisting mainly of an office in Caracas and
exploratory stage gold prospects. They have been supplanted as the Certifying
Accountants. With the acquisition of Platinum Works, Inc. on June 30,
2004, the scope of the audit requirements for the Company has considerably
5. In connection with the audits of the two most recent
fiscal years of the Registrant for which audits were completed, December
31, 2000 and December 31, 2001, and the subsequent periods through the
date hereof, there were no disagreements with the Registrant on any matter
of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to
Cardona Rodriguez & Asociados' satisfaction, would have caused them
to make reference to the subject matter of the disagreements in connection
with their reports on MineCore International Inc.'s ("MineCore")
consolidated financial statements for such periods.
6. Their reports did not contain an adverse opinion nor
a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that each such report included
an explanatory paragraph describing conditions that raised substantial
doubt about the Registrant's ability to continue as a going concern.
(b) New Independent Registered Public Accounting Firm
1. The Registrant's Board of Directors approved the engagement
of Whitley Penn and the Registrant engaged Whitley Penn as its new Independent
Registered Public Accounting Firm as of November 1, 2004. The audit engagement
of Whitley Penn is for the periods commencing January 1, 2002 and thereafter.
2. The Registrant has not consulted with Whitley Penn
during the two most recent fiscal years and through October 31, 2004 with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on the Registrant's consolidated financial statements, or
any other matters or reportable events as set forth in Items 304 (a) (1)
(iv) or (v) or Regulation S-K.
3. The appointment of Whitley Penn continues the Registrant's
links to Nexia International. Whitley Penn will be the new Independent
Registered Public Accounting Firm. With the acquisition of Platinum Works,
Inc. and its subsidiaries on June 30, 2004, the scope of the audit requirements
for the Company has considerably broadened. Whitley Penn is the Independent
Registered Public Accounting Firm for Platinum Works, Inc.
4. Whitley Penn is a registered accounting firm with
the Public Company Accounting Oversight Board, and is a member of Nexia
ITEM 8.01 OTHER EVENTS REQUIRING DISCLOSURE
MineCore's corporate headquarters have been relocated to 110 East Broward
Boulevard, Suite 750, Ft. Lauderdale, Florida, 33301 effective November
1, 2004. The offices were formerly in Caracas, Venezuela. Florida is a
central and accessible location for the head office, with an international
business environment and complete infrastructure to support its international
MineCore will be occupying space leased by its wholly-owned
subsidiary, Platinum Works, Inc. Platinum Works Inc. was acquired on June
30, 2004 by MineCore.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter of Cardona Rodriguez & Asociados regarding change in Independent
Registered Public Accounting Firm
16.2 Letter of Whitley Penn regarding change in Independent
Registered Public Accounting Firm
99.1 Press Release dated November 4, 2004
For Further information on this news release or on the Company, please
D.L. (Dan) Forigo