SHADOW WOOD CORP
10-Q, 1996-05-28
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]  Quarterly Report Under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For Quarter Ended:  September 30, 1995  Commission File No. 2-96624-D

                               OR

[ ]  Transition  Report Pursuant to Section 13 or  15(d)  of  the
     Securities Exchange Act of 1934

     For the Transition Period From:           To:
     Commission File No.

                   SHADOW WOOD CORPORATION
     (Exact name of registrant as specified in its charter)

                   Delaware                        87-0425513
      (State or other jurisdiction             (I.R.S. Employer
    of incorporation or organization)         Identification No.)

           1258 East Malvern Avenue
           Salt Lake City, Utah                     84106
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (801)487-2027

                   Rattlesnake Gold, Inc.
                   4131 Central Expressway L.B., Suite 640
                   Dallas, Texas  75204
Former  name, former address and former fiscal year,  if  changed
since last report.

      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  [   ]

            APPLICABLE ONLY TO CORPORATION ISSUERS:

      Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date.   As  of the date of filing of this report, the  Registrant
had  a  total  of  3,889,750 shares of common  stock  issued  and
outstanding,  after  giving effect to a  1-for-20  reverse  split
completed in June, 1995.

<PAGE>

                 PART 1.  FINANCIAL INFORMATION
_________________________________________________________________

                 ITEM 1.  FINANCIAL STATEMENTS
_________________________________________________________________

      In  the  opinion of the Registrant, the following unaudited
financial statements contain all adjustments, consisting of  only
normal  recurring  adjustments, necessary to present  fairly  the
financial  position of the Company as of September 30, 1995,  and
the  results  of  its  operations and changes  in  its  financial
position  for  the  nine  months ended September  30,  1995,  and
September 30, 1994, respectively, and from inception on  February
19,  1985  through  September  30,  1995.   The  results  of  its
operations   for   such  interim  periods  are  not   necessarily
indicative of the results to be expected for the entire year.








                             PAGE 2

<PAGE>






              (THIS PAGE LEFT INTENTIONALLY BLANK)






                             PAGE 3


<PAGE>




                    SHADOW WOOD CORPORATION
                 (A Development Stage Company)
               (Formerly Rattlesnake Gold, Inc.)
                         Balance Sheets


                             ASSETS


                                          September 30, December 31,
                                              1995        1994
                                           ___________  ___________
CURRENT ASSETS                            (Unaudited)
                                         
  Cash                                    $    4,542  $     500
                                           ___________  ___________
     Total Current Assets                      4,542        500
                                           ___________  ___________
     TOTAL  ASSETS                        $    4,542  $     500
                                           ___________  ___________

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                        $   13,280  $  13,243
                                           ___________  ___________
      Total Current Liabilities               13,280     13,243
                                           ___________  ___________
STOCKHOLDERS' EQUITY (DEFICIT)

  Stock authorized 250,000,000 shares at
   $0.0001 par value; 3,389,750 and
   3,389,750
   shares issued and outstanding,
   respectively                                  389        389
  Additional paid-in capital                 116,637    108,038
  Deficit accumulated during the
   development stage                        (125,764)  (121,170)
                                           ___________  ___________
     Total Stockholders' Equity (Deficit)     (8,738)   (12,743)
                                           ___________  ___________
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)      $    4,542  $     500
                                           ___________  ___________

The accompanying notes are an integral part of these financial statements

                              PAGE 4
<PAGE>

                      SHADOW WOOD CORPORATION
                   (A Development Stage Company)
                 (Formerly Rattlesnake Gold, Inc.)
                      Statements of Operations
                            (Unaudited)


                                             For the Three Months Ended
                                                  September 30,
                                             __________________________
                                                1995        1994
                                             __________  __________

REVENUES                                     $   -       $   -
                                             __________  __________
EXPENSES                                         -           -

LOSS FROM DISCONTINUED OPERATIONS                 1,298      -
                                             __________  __________
NET (LOSS)                                   $   (1,298) $   -
                                             __________  __________
NET INCOME (LOSS) PER SHARE                  $    (0.00) $    (0.00)
                                             __________  __________

The accompanying notes are an integral part of these financial statements

                            PAGE 5
<PAGE>

                    SHADOW WOOD CORPORATION
                 (A Development Stage Company)
               (Formerly Rattlesnake Gold, Inc.)
                    Statements of Operations
                          (Unaudited)
                                                    From Inception
                                                    on February19,
                       For the Nine Months Ended    1985 Through
                           September 30,             September 30,
                          _____________________
                           1995        1994             1995
                          __________   ________     _____________
REVENUES                   $   -       $    -       $   -
                          __________   ________     _____________
EXPENSES                       -            -           -

LOSS FROM DISCONTINUED
 OPERATIONS                     4,594       -          125,764
                          __________   ________     _____________
NET (LOSS)                 $ (4,594)   $    -       $ (125,764)
                          __________   ________     _____________
NET INCOME (LOSS) PER SHARE  $(0.00)   $ (0.00)     $ (0.00)
                          __________   ________     _____________

The accompanying notes are an integral part of these financial statements

                               PAGE 6
<PAGE>

                    SHADOW WOOD CORPORATION
                 (A Development Stage Company)
               (Formerly Rattlesnake Gold, Inc.)
          Statements of Stockholders' Equity (Deficit)
                          (Unaudited)
                                                      Deficit
                                                      Accumulated
                                          Additional  During the
                       Common Stock         Paid-in   Development
                       Shares   Amount      Capital    Stage
                      _______   ______     ________   __________
Balance at inception
 on February 19, 1995    -       $  -       $ -       $ -

Issuance of shares to
 the officers for cash
 on April 1, 1985 for
 $0.07 per share      127,500      13        8,987      -

Issuance of shares of
 common stock to the
 public for $0.40
 per share            261,250       26     104,474      -

Deferred offering costs
 offset against 
additional paid-in 
capital                   -           -      (12,958)   -

Shares issued to 
 officers and others
 for an average price
 of $0.002 per share  3,501,000    350         7,035    -

Net loss from inception
 on February 19, 1985
 through December 31,
 1991                     -          -         -       (117,993)
                      _______   ______     ________   __________
Balance, December 31,
 1991                 3,889,750    389       107,538   (117,993)

Net loss for the year
 ended December 31,
 1992                     -          -         -         -
                      _______   ______     ________   __________
Balance, December 31,
 1992                 3,889,750    389       107,538   (117,993)

Net loss for the year
 ended December 31,
 1993                     -          -         -         (1,777)
                      _______   ______     ________   __________
Balance, December 31,
 1993                 3,889,750    389       107,538   (119,770)

Contribution of cash
 by officers to the
 Company (Note 3)         -            -         500      -

Net loss for the year
 ended December 31,
 1994                     -          -         -         (1,400)
                      _______   ______     ________   __________
Balance, December 31,
 1994                 3,889,750  $ 389     $ 108,038  $ (121,170)
                      _______   ______     ________   __________

The accompanying notes are an integral part of these financial statements

                            PAGE 7
<PAGE>

                    SHADOW WOOD CORPORATION
                 (A Development Stage Company)
               (Formerly Rattlesnake Gold, Inc.)
          Statements of Stockholders' Equity (Deficit)
                          (Unaudited)
                                                      Deficit
                                                      Accumulated
                                         Additional   During the
                       Common Stock       Paid-in     Development
                       Shares    Amount   Capital     Stage
                      _______   ______     ________   __________
Balance, December 31,
 1994                 3,889,750  $ 389     $ 108,038 $(121,170)

Contribution of cash
 by officers to the
 Company (Note 3)       -            -         8,599      -

Net loss for the nine
 months ended
 September 30, 1995      -          -         -         (4,594)
                      _______   ______     ________   __________
Balance, September 30,
 1995                 3,889,750  $ 389     $ 116,637 $(125,764)
                      _______   ______     ________   __________

The accompanying notes are an integral part of these financial statements

                                 PAGE 8
<PAGE>

                        SHADOW WOOD CORPORATION
                     (A Development Stage Company)
                   (Formerly Rattlesnake Gold, Inc.)
                        Statements of Cash Flows
                              (Unaudited)

                                                         From Inception
                                                         on February 19,
                             For the Nine Months Ended   1985 Through
                                  September 30,          September 30,
                                    1995     1994           1995
                                  _________  _______     ___________ 
CASH FLOWS FROM
 OPERATING ACTIVITIES

  Net income (loss) from
   discontinued operations        $  (4,594) $   -       $ (125,764)

 Adjustment to reconcile loss
  to net cash used by operating
  activities:

  Increase in accounts payable           37      -           13,280
                                  _________  _______     ___________
     Net Cash Used by
      Operating Activities           (4,557)     -         (112,484)
                                  _________  _______     ___________
CASH FLOWS FROM
 INVESTING ACTIVITIES                  -         -           -
                                  _________  _______     ___________
CASH FLOWS FROM
 FINANCING ACTIVITIES

  Contribution of cash by officers
   to additional paid-in capital      8,599      -            9,099
  Issuance of common stock             -         -          107,927
                                  _________  _______     ___________
     Net Cash Provided by
      Financing Activities            8,599      -          117,026
                                  _________  _______     ___________
INCREASE IN CASH                      4,042      -            4,542

CASH AT BEGINNING OF PERIOD             500      -           -
                                  _________  _______     ___________
CASH AT END OF PERIOD             $   4,542  $   -       $    4,542
                                  _________  _______     ___________
Supplemental Cash Flows
 Information:
  Interest                        $  -       $   -       $   -
  Income taxes                    $  -       $   -       $   -

The accompanying notes are an integral part of these financial statements

                              PAGE 9
<PAGE>

                    SHADOW WOOD CORPORATION
               (Formerly Rattlesnake Gold, Inc.)
                 (A Development Stage Company)
               Notes to the Financial Statements
                  September 30, 1995 and 1994


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a.     Organization

         The  financial statements presented are those of  Shadow
Wood Corporation (Formerly Rattlesnake Gold, Inc.) (a development
stage  company).  The Company was incorporated under the laws  of
the  state  of  Utah  on  February 19,  1985.   The  Company  was
incorporated for the purpose of providing a vehicle  which  could
be used to raise capital and seek business opportunities believed
to  hold  a  potential for profit.  The Company has not presently
identified  a  specific business area of direction that  it  will
follow.  Therefore, no principal operations have yet begun.

         On  April 5, 1988, the Company entered into an agreement
and  plan of reorganization with U.S. Mining and Minerals,  Inc.,
whereby  the  Company  was  to acquire mineral  lease  rights  in
exchange  for  the issuance of 69,870,000 common shares  to  U.S.
Mining  and  Minerals, Inc.  An additional 150,000 common  shares
were   issued   for   finders  fees  in  conjunction   with   the
reorganization.   However, the terms of the  agreement  were  not
complied  with  and the plan of reorganization was  rescinded  in
1992.   The recision was effective as of 1988.  The stock  issued
at the time was not cancelled but turned over to the new officers
and directors for money spent on behalf of the Company.

         In  conjunction  with  the  reorganization  the  Company
changed its shares authorized from 50,000,000 to 250,000,000  and
the  par value from $0.001 to $0.0001.  All references to  shares
outstanding  and  earnings per share  have  been  restated  on  a
retroactive basis.

        b.     Accounting Method

        The Company's financial statements are prepared using the
accrual method of accounting.  The Company has elected a calendar
year end.

        c.     Cash and Cash Equivalents

          Cash  equivalents  include  short-term,  highly  liquid
investments with maturities of three months or less at  the  time
of acquisition.

        d.     Loss Per Share

         The  computations of loss per share of common stock  are
based on the weighted average number of shares outstanding at the
date of the financial statements.

                              PAGE 10
<PAGE>

                    SHADOW WOOD CORPORATION
               (Formerly Rattlesnake Gold, Inc.)
                 (A Development Stage Company)
               Notes to the Financial Statements
                  September 30, 1995 and 1994


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        e.  Provision for Taxes

        At September 30, 1995, the Company has net operating loss
carryforwards  of  approximately  $125,000  that  may  be  offset
against  future taxable income through 2010.  No tax benefit  has
been  reported in the financial statements, because  the  Company
believes there is a 50% or greater changes the net operating loss
carryforwards will expire unused.  Accordingly, the potential tax
benefits of the net operating loss carryforwards are offset by  a
valuation allowance of the same amount.

        f.  Basis of Presentation

         The  accompanying financial statements are not presented
on  a consolidated basis.  The Company's former subsidiary ceased
operation   in  1989  and  the  losses  have  been  recorded   as
discontinued operations.

NOTE 2 -  GOING CONCERN

        The Company's financial statements are prepared using the
generally  accepted accounting principles applicable to  a  going
concern   which  contemplates  the  realization  of  assets   and
liquidation  of  liabilities in the normal  course  of  business.
However,  the Company has little cash and has experienced  losses
from  inception.   Without  realization  of  additional  adequate
financing,  it  would be unlikely for the Company to  pursue  and
realize  its  objectives.  The Company intends to seek  a  merger
with an existing operating company.  In the interim, officers  of
the  Company  have  committed to meeting  its  minimal  operating
expenses.

NOTE 3 -  RELATED PARTY TRANSACTIONS

        During 1995 and 1994, officers of the Company contributed
$8,599  and  $500  respectively to the Company  to  meet  minimal
Company expenses.

NOTE 4 -  STOCK SPLIT

         At  a  shareholders meeting held on June  5,  1995,  the
Company  completed a 1 for 20 reverse stock split of  its  common
stock.   This  reduced  the common stock shares  from  77,795,000
shares   outstanding   to  3,889,750  shares   outstanding.    In
conjunction  with the meeting, the Company changed  its  name  to
Shadow  Wood  Corporation.  The financial statements reflect  the
stock split on a retro-active basis.

                         PAGE 11
<PAGE>



_________________________________________________________________
                            ITEM 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_________________________________________________________________

MATERIAL CHANGES IN FINANCIAL CONDITION

     The Registrant has been essentially inactive since 1989.

       The  Registrant's  financial  condition  has  not  changed
materially   since   1992,  when  the  Registrant   rescinded   a
transaction  with US Mining and Minerals, Inc.  As  of  September
30,  1995 and December 31, 1994, the Registrant had total  assets
of  $4,542 and $500, respectively, and a stockholder's deficit of
$8,738 and $12,743, respectively.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

      As  indicated  above, the Company has  had  essentially  no
operations since 1989.  The Registrant had no operations, and  no
revenue  during the three quarters ended September 30,  1995  and
September  30, 1994.  The Registrant had losses from discontinued
operations  of  $1,298 for the three months ended  September  30,
1995,  as compared to no losses (or revenue) for the three months
ended September 30, 1994.

      The  Registrant had not filed any reports on Form  10-Q  or
Form  10-K  from  1989 until recently.  Beginning  in  1994,  new
management began efforts to reactivate the Registrant  and  bring
it  current  in its filing requirements.   However, as indicated,
the  financial  condition  of  the  Registrant  has  not  changed
materially since 1992.

        At present, the Company does not have adequate capital to
conduct  any  significant operations.   The  Company  intends  to
become  engaged immediately in the search for potential  business
opportunities  for  acquisition or involvement  by  the  Company.
Management  believes  that  any business  venture  in  which  the
Company  becomes involved will be made by issuing shares  of  the
Company's   authorized  but  unissued  common   stock.    It   is
anticipated  that the Company's liquidity, capital resources  and
financial  statements will be significantly different  subsequent
to the consummation of any such transaction.

                            PAGE 12
<PAGE>

                   PART 2.  OTHER INFORMATION
_________________________________________________________________

                   ITEM 1.  LEGAL PROCEEDINGS
_________________________________________________________________


      The Company is not a party to any legal proceedings and, to
the  best  of  its knowledge, no such action by  or  against  the
registrant has been threatened.

_________________________________________________________________
                 ITEM 2.  CHANGES IN SECURITIES
_________________________________________________________________

     None.

_________________________________________________________________
            ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

_________________________________________________________________
     Not applicable.

_________________________________________________________________
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
_________________________________________________________________

     None during the quarter ended September 30, 1995.




                              PAGE 13

<PAGE>


_______________________________________________________________
                   ITEM 5.  OTHER INFORMATION

_______________________________________________________________

     None.


______________________________________________________________
           ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
______________________________________________________________


     (a)  Exhibits.

     None.

     (b)  Reports on Form 8-K.

     During  the quarter ended September 30, 1995, no reports  on
     Form 8-K were filed by the Registrant.







                           PAGE 14

<PAGE>





                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                         REGISTRANT:

                         SHADOW WOOD CORPORATION
                         (formerly "Rattlesnake Gold, Inc.")





    Date:  May  23,  1996            By  /s/  Robert  Wright
                                      Robert Wright, President
    
    Date:  May  23,  1996            By /s/  Mark  Archibald
                                      Mark Archibald, Secretary/Treasurer
                                       and Principal Financial Officer



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995
<PERIOD-END>                               SEP-30-1995             SEP-30-1995
<CASH>                                           4,542                   4,542
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                 4,542                   4,542
<PP&E>                                               0                       0
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                   4,542                   4,542
<CURRENT-LIABILITIES>                           13,280                  13,280
<BONDS>                                              0                       0
<COMMON>                                           389                     389
                                0                       0
                                          0                       0
<OTHER-SE>                                     (9,127)                 (9,127)
<TOTAL-LIABILITY-AND-EQUITY>                     4,542                   4,542
<SALES>                                              0                       0
<TOTAL-REVENUES>                                     0                       0
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                                      0                       0
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                 (1,298)                 (4,594)
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   (1,298)                 (4,594)
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        

</TABLE>


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