U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 2
[X] Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1995.
[ ] Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ______________ to______________.
COMMISSION FILE NUMBER: 0-6292
RAIN FOREST - MOOSE, LTD.
(Name of small business issuer in its charter)
OKLAHOMA 73-1491593
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
4031 B DELMON LANE
SPRINGDALE, ARKANSAS 72762-2179
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER:(501)756-8299
SECURITIES TO BE REGISTERED UNDER
SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS Name of each exchange on which registered
NONE NONE
SECURITIES TO BE REGISTERED UNDER SECTION 12(G) OF THE ACT:
COMMON STOCK
(TITLE OF CLASS)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT DURING THE PAST 12 MONTHS (OR
SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND
HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES NO X
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. |_| ISSUER'S REVENUES FOR ITS MOST RECENT
FISCAL YEAR WAS $630,194. THE VOTING STOCK IS NOT TRADING OR QUOTED; THEREFORE,
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES BASED
UPON THE AVERAGE BID AND ASKED PRICES IS NOT AVAILABLE OR DETERMINABLE. THE
NUMBER OF OUTSTANDING OF COMMON STOCK AS OF JULY 26, 1996, WAS 9,287,622.
TRANSITIONAL SMALL BUSINESS DISCLOSURE
FORMAT (CHECK ONE):
YES NO X
TOTAL SEQUENTIALLY NUMBERED PAGES: 4
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION WITH RESPECT TO EACH
EXECUTIVE OFFICER AND DIRECTOR OF RAIN FOREST AND RFM ARKANSAS. DIRECTORS ARE
GENERALLY ELECTED AT THE ANNUAL SHAREHOLDERS' MEETING AND HOLD OFFICE UNTIL THE
NEXT ANNUAL SHAREHOLDERS' MEETING AND UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED. EXECUTIVE OFFICERS ARE ELECTED BY THE BOARD OF DIRECTORS AND SERVE AT
ITS DISCRETION. THE BYLAWS OF THE COMPANY AUTHORIZE THE BOARD OF DIRECTORS TO BE
CONSTITUTED OF NOT LESS THAN ONE AND SUCH NUMBER AS THE BOARD OF DIRECTORS MAY
FROM TIME TO TIME DETERMINE BY RESOLUTION OR ELECTION. THE BOARD CURRENTLY
CONSISTS OF TWO MEMBERS.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH RAIN FOREST POSITION WITH RFM ARKANSAS
---- --- ------------------------- --------------------------
<S> <C> <C> <C>
DAN PILKINGTON<F1><F2>....... 46 PRESIDENT, CHIEF EXECUTIVE PRESIDENT, CHIEF EXECUTIVE
OFFICER, AND CHAIRMAN OFFICER, AND CHAIRMAN
OF THE BOARD OF THE BOARD
JEFF MARTIN<F2>.............. 34 VICE PRESIDENT AND VICE PRESIDENT AND
DIRECTOR DIRECTOR
MONICA PILKINGTON............ 47 SECRETARY SECRETARY
<FN>
<F1> AS THE HOLDER OF THE OUTSTANDING SERIES I CONVERTIBLE PREFERRED STOCK,
MR. PILKINGTON HOLDS APPROXIMATELY 58 PERCENT OF THE OUTSTANDING VOTING
RIGHTS OF THE SHAREHOLDERS OF THE COMPANY. THEREFORE, MR. PILKINGTON
MAY BE ABLE TO ELECT ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY.
SEE "ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
<F2> MEMBER OF THE STOCK OPTION COMMITTEE.
</FN>
</TABLE>
THE EXECUTIVE OFFICERS OF THE COMPANY AND RFM ARKANSAS DEVOTE THEIR
FULL-TIME TO THE COMPANY'S BUSINESS.
THE FOLLOWING IS A BRIEF DESCRIPTION OF THE BUSINESS BACKGROUND OF THE
EXECUTIVE OFFICERS AND DIRECTORS OF THE RAIN FOREST AND RFM ARKANSAS:
DAN PILKINGTON HAS BEEN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER, AND A DIRECTOR OF RAIN FOREST AND RFM ARKANSAS AND SERVES AS
A MEMBER OF THE STOCK OPTION COMMITTEE. PRIOR TO FOUNDING RFM ARKANSAS IN MARCH
1994, MR. PILKINGTON WAS EMPLOYED BY SEVERAL COMPANIES THAT MANUFACTURE, PROCESS
AND DISTRIBUTE PEAT BASED ABSORBENT PRODUCTS. FROM APRIL 1992 UNTIL FEBRUARY
1993, HE WAS EMPLOYED BY AND SERVED AS EXECUTIVE VICE PRESIDENT-SALES AND
MARKETING OF SPHAG SORB OF OKLAHOMA, INC., FROM FEBRUARY UNTIL NOVEMBER 1993 WAS
EMPLOYED BY AND SERVED AS EXECUTIVE VICE PRESIDENT-SALES AND MARKETING OF
ZORB-IT CONSUMER PRODUCTS, LLC, AND FROM NOVEMBER 1993 UNTIL FEBRUARY 1994, WAS
EMPLOYED BY AND SERVED AS VICE PRESIDENT OF EXSORBET INDUSTRIES, INC., A COMPANY
WHICH MR. PILKINGTON CO-FOUNDED. MR. PILKINGTON IS PRESIDENT OF U.S. EQUIPMENT &
SERVICES, INC., WHICH SELLS OIL AND GAS WELLHEAD AND AIR-DRILLING EQUIPMENT AND
RELATED ITEMS AND DRILLING AND PRODUCTION CHEMICALS. MR. PILKINGTON ATTENDED
CARL ALBERT JUNIOR COLLEGE. MR. PILKINGTON IS THE HUSBAND OF MONICA PILKINGTON.
JEFF MARTIN IS VICE PRESIDENT AND A DIRECTOR OF RAIN FOREST AND RFM
ARKANSAS AND SERVES AS A MEMBER OF THE STOCK OPTION COMMITTEE. PRIOR TO BECOMING
EMPLOYED WITH RFM ARKANSAS IN SEPTEMBER 1994, MR. MARTIN WAS EMPLOYED BY FIRST
BRANDS CORPORATION AS OPERATIONS MANAGER OF PACKAGING PLANT OPERATIONS WHICH
RESPONSIBILITIES INCLUDED SAFETY, QUALITY AND PRODUCTION COORDINATOR. MR. MARTIN
RECEIVED AN Associate of Arts Degree in 1993 from Mississippi County Community
COLLEGE AND ATTENDED THE UNIVERSITY OF ARKANSAS WITH STUDIES FOCUSED ON
ELECTRICAL ENGINEERING.
MONICA PILKINGTON IS SECRETARY OF RAIN FOREST AND RFM ARKANSAS. SINCE 1970
MS. PILKINGTON HAS BEEN HELD INSTRUCTOR POSITIONS WITH THE UNIVERSITY OF
ARKANSAS AND WESTARK COMMUNITY COLLEGE. SHE WAS GRADUATED FROM
2
<PAGE>
THE UNIVERSITY OF MICHIGAN IN 1969 AND RECEIVED A MASTERS OF EDUCATION FROM THE
UNIVERSITY OF ARKANSAS IN 1972. MS. PILKINGTON IS THE WIFE OF DAN PILKINGTON AND
THE SOLE SHAREHOLDER OF U.S. EQUIPMENT & SERVICES, INC.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
THE FOLLOWING TABLE PRESENTS CERTAIN INFORMATION AS TO THE BENEFICIAL
OWNERSHIP OF THE COMMON STOCK AND SERIES I CONVERTIBLE PREFERRED STOCK AS OF
MARCH 7, 1996, OF (I) EACH PERSON WHO IS KNOWN TO RAIN FOREST TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT THEREOF, (II) EACH CURRENT DIRECTOR
AND EXECUTIVE OFFICER OF RAIN FOREST, AND (III) ALL CURRENT EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP, TOGETHER WITH THEIR PERCENTAGE HOLDINGS OF THE
OUTSTANDING SHARES. ALL PERSONS LISTED HAVE SOLE VOTING AND INVESTMENT POWER
WITH RESPECT TO THEIR SHARES UNLESS OTHERWISE INDICATED, AND THERE IS NO FAMILY
RELATIONSHIP BETWEEN THE EXECUTIVE OFFICERS AND DIRECTORS OF RAIN FOREST, OTHER
THAN MONICA PILKINGTON AND DAN PILKINGTON ARE HUSBAND AND WIFE.
<TABLE>
<CAPTION>
SERIES I CONVERTIBLE
PREFERRED STOCK COMMON STOCK
--------------------------- ---------------------------
SHARES PERCENT OF SHARES PERCENT OF
BENEFICIALLY SHARE BENEFICIALLY SHARE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OUTSTANDING OWNED OWNERSHIP
- ------------------------------------ ------------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
DAN PILKINGTON<F1>......................... 3,000,000 100.0% 10,597,468 57.9%
4031 B DELMON LANE
SPRINGDALE, ARKANSAS 72762
JEFF MARTIN................................ - - 250,000 2.7%
MONICA PILKINGTON<F2>....................... - - - -
EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP
(THREE PERSONS)<F1>....................... 3,000,000 100.0% 10,847,468 59.3%
<FN>
- ------------------------
(1) WITH RESPECT TO THE COMMON STOCK, INCLUDES 9,000,000 SHARES ISSUABLE UPON
CONVERSION OF THE SERIES I CONVERTIBLE PREFERRED STOCK.
(2) DAN PILKINGTON AND MONICA PILKINGTON ARE HUSBAND AND WIFE.
</FN>
</TABLE>
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<PAGE>
SIGNATURES
IN ACCORDANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT, THE REGISTRANT
CAUSED THIS AMENDED REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.
RAIN FOREST - MOOSE, LTD.
(REGISTRANT)
BY: /S/DAN PILKINGTON
-------------------
DAN PILKINGTON, PRESIDENT
DATE: JULY 26,1996
IN ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN SIGNED BELOW BY
THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
CHIEF EXECUTIVE OFFICER, PRESIDENT AND
/S/DAN PILKINGTON CHAIRMAN OF THE BOARD JULY 26, 1996
- -----------------------
DAN PILKINGTON
/S/JEFF MARTIN VICE PRESIDENT AND DIRECTOR JULY 26, 1996
- -----------------------
JEFF MARTIN
/S/MONICA PILKINGTON SECRETARY JULY 26, 1996
-------------------- --------- -------------
MONICA PILKINGTON
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<PAGE>
</TABLE>
