SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-K
[X]Annual Report Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For The Fiscal year Ended December 31, 1995
Commission File No. 2-96624-D
SHADOW WOOD CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 87-0425513
(State or other jurisdiction of (I.R.S. Employer
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.
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
None None
Securities Registered Pursuant to Section 12(g) of the Act:
None
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 [ ]
PAGE 1 OF 29 CONSECUTIVELY NUMBERED PAGES
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The aggregate market value of the Registrant's voting stock
held by non-affiliates computed with reference to the bid prices
in the over-the-counter market on May 10, 1996, was not
determinable.
As of the date of the filing of this report, the Registrant
had outstanding a total of 3,889,750 shares of its common stock,
par value $ 0.001, after giving effect to 1-for-20 reverse
split completed in June, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933.
None.
PAGE 2
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______________________________________________________________
TABLE OF CONTENTS
______________________________________________________________
Item Number and Caption Page No.
PART 1
1. Business 5
2. Properties 10
3. Legal Proceedings 10
4. Submission of Matters to a Vote of Security Holders 10
PART II
5. Market for Registrant's Common Equity and
Related Stockholder Matters 11
6. Selected Financial Data 12
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
8. Financial Statements and Supplementary Data 13
9. Changes in and Disagreements on Accounting
and Financial Disclosure 14
PART III
10. Directors and Executive Officers of the Registrant 14
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial
Owners and Management 17
13. Certain Relationships and Related Transactions 18
PAGE 3
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PART IV Page No.
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 19
15. Signatures 20
PAGE 4
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PART I
_________________________________________________________________
ITEM 1. BUSINESS
_________________________________________________________________
ORGANIZATION AND HISTORY
Shadow Wood Corporation, formerly "Rattlesnake Gold, Inc."
(the "Company" or the "Registrant"), was organized as a Utah
corporation under the name "Marino Investments, Inc." on February
19, 1985, for the purpose of creating a capital resource fund to
seek, investigate, and, if warranted, to acquire or enter into
any suitable business opportunity which management believed had
good business potential. At the time of its organization, no
specific business or business area was contemplated by
management, but rather the Company was created as a "blind pool"
to seek a suitable merger or acquisition candidate.
In October, 1985, the Company, then known as "Marino
Investments, Inc.", completed a public offering. At the
completion of the offering, the Company had sold a total of
5,225,000 (before giving effect to a 1-for-20 reverse split in
June, 1995) shares of common stock at a price of $0.02 per share,
resulting in gross proceeds to the Company of $104,500. On
completion of the public offering, the Company had a total of
7,775,000 (pre-split) shares of common stock issued and
outstanding, including a total of 2,550,000 shares held by the
original officers and directors.
For a period of approximately two years following the
completion of its public offering, the Company reviewed a number
of businesses for a potential merger or acquisition transaction.
In the end of March, 1988, the Company entered into an asset
purchase agreement (the "Asset Purchase Agreement") with U.S.
Mining & Minerals, Inc., a Texas corporation (hereinafter
"USMM"), under the terms of which the Company agreed to acquire
certain mining assets, in exchange for the issuance of a total of
3,493,500 shares of the Company's restricted common stock. This
transaction was consummated in April, 1988, resulting in the
issuance of a total of 3,493,500 post-split shares of restricted
common stock to USMM, which constituted approximately 92% of the
issued and outstanding common stock of the Company.
In connection with the Asset Purchase Agreement, new
management, consisting of the designees of USMM, was appointed,
and the Company called a special meeting of its shareholders,
pursuant to which it changed its name to "Rattlesnake Gold,
Inc."; increased its authorized capitalization to 250,000,000
shares; changed its par value from $0.001 to $0.0001 per share;
and changed its state of domicile from Utah to Delaware by
merging into a newly-formed Delaware corporation created for that
purpose. As discussed below, all of the designees of USMM
appointed as officers and directors in connection with the Asset
Purchase Agreement, resigned in 1988 and 1989, leaving a vacancy
in management for several years.
PAGE 5
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As indicated above, under the terms of the Asset Purchase
Agreement, the Company was to receive an assignment from USMM all
of its right title and interest in certain mining interests held
by USMM under agreements to acquire mining claims (the "purchase
agreements"). These mining interests consisted of mining claims
covering approximately 1,700 acres in both lode and placer
unpatented mining claims, located in Imperial County, California
(the "Claims"). The purchase agreements were entered into
between USMM and the original locators of the Claims, or their
successors in interest, and provide for acquisition of the Claims
through the payment of sums aggregating approximately $343,000,
plus interest, plus the retention by the respective locators of a
production royalty of net smelter returns.
The Company was introduced to USMM through John A. McDonald,
a finder, who subsequently assisted the Company in negotiating
the terms of the Asset Purchase Agreement. For his efforts, Mr.
McDonald received a finder's fee of 105,000 shares of the
Company's common stock.
In connection with the transactions contemplated by the Asset
Purchase Agreement, the Company planned to become engaged in
mining exploration and development on the mining interests it was
acquiring. The Company's original business plan, as developed by
the designee management of USMM, contemplated the engagement of
an independent company to commence mining operations on the
mining claims pursuant to the terms of a contract with the
Company. At the time of consummation of the Asset Purchase
Agreement, the Company had very little capital to fund mining
activities, or to make required payments under the purchase
agreements, necessary to maintain an interest in such mining
claims.
In the months following the completion of Asset Purchase
Agreement, and related transactions, the Company failed due to
its inability to raise necessary capital to make required
payments to maintain the mining interests, and to undertake
planned exploration activities. Consequently, by the end of
1988, the Company was essentially inactive, and various members
of management had resigned. By 1989, all of the members of
management who had been appointed at the time of the completion
of the transaction with original management, had resigned, and
the Company was no longer conducting any business activities. By
this time, all of the Company's rights to the mining interests
had been lost due to failure to make required payments under the
purchase agreements.
In 1989, Jimmy L. Pierce, an individual who previously served
as a director and who was a principal shareholder and director of
USMM, attempted to assume control of the Company, and proposed
the sale of the 3,493,500 post-split shares received by USMM in
the Asset Purchase Agreement, to a company with which he was
affiliated. At that time, it was reported that the Company had
failed to file required periodic reports with the U.S. Securities
& Exchange Commission, and that the Company had no assets. The
transaction proposed by Mr. Pierce was never consummated, and the
Company has been inactive ever since. However, at such time,
present management was informed that Mr. Pierce had assumed
management control of USMM, which was later confirmed by Mr.
Pierce.
PAGE 6
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In the beginning of 1992, certain shareholders of the
Company, including Edward Dallin Bagley, Mark Archibald, Robert
Wright and Jay Tugaw, commenced a legal action on behalf of the
Company in the Third District Court, State of Utah, against USMM
and Mr. Pierce, as the principal of USMM, seeking a rescission of
the asset purchase transaction with USMM, based on the grounds
that there was a breach of contract by USMM, failure of
consideration due to a cloud or defect on the title of the mining
interests allegedly held by the Company, and alleged fraud
pertaining to the transaction and the mining interests. After
several months, USMM and Mr. Pierce agreed to return the
3,493,500 shares obtained in the transaction, in exchange for the
dismissal of the action against these parties. At such time in
1992, Mr. Pierce represented on behalf of USMM that he had
authority to transfer the shares issued to USMM, free of
encumbrances or any claims, and acknowledged the transfer to Mr.
Bagley's group of all 3,493,500 shares.
The Company has issued to Mr. Pierce a total of 25,000 post-
split shares of restricted common stock of the Company, from the
3,493,500 shares returned by Mr. Pierce, in consideration of his
efforts in assisting the Company and its principals in resolving
this situation. In consideration of resolving this problem and
in seeking to reactivate the Company, including payment of
accounting and attorney's fees and other assorted costs, the
shares received from Mr. Pierce, discussed above, were
transferred in 1992, to the four shareholders named above or
their assignees. (See "ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" and "ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"). As a result, since
these individuals now own approximately 89% of the issued and
outstanding common stock of the Company.
For the past several months, the principal shareholders of
the Company, including the nominees, have been undertaking active
efforts to reactivate the Company, to put it in a position to
seek a new business opportunity for acquisition, merger, or in
which the Company may become involved. These activities include
the engagement of attorneys and accountants to undertake
necessary efforts to update accountings and legal filings,
including periodic reports, for filing with the Securities and
Exchange Commission. In connection with such activities, these
individuals have paid as a contribution to capital several
thousand dollars to the Company to cover necessary legal,
accounting, filing and other fees and costs incurred.
In connection with the efforts described above, at a meeting
of the shareholders in June, 1995, the Company approved a 1-for-
20 reverse split of the Company's outstanding stock, and a change
in the Company's name to "Shadow Wood Corporation".
BUSINESS
The Company has not been in business since the end of 1989,
and has only recently undertaken necessary activities to enable
it to become engaged in business operations. The Company plans
to seek out, investigate and acquire, or become engaged in, any
business opportunity management believes has good business
potential. No specific business or industry is presently
contemplated.
PAGE 7
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Management anticipates that it will only acquire businesses
which have, or can generate or provide, audited financial
statements. However, management reserves the right to become
engaged in a new business venture or a venture in its infancy, if
management determines such venture holds good business potential.
The Company recognizes that because of its extremely limited
financial, management and other resources, the number of quality
of suitable potential business ventures available to it may be
extremely limited.
The Company's principal business objective will be to seek
long-term growth potential in the business venture in which it
participates, rather than to seek immediate, short-term earnings.
In seeking to attain the Company's business objective, it will
not restrict its search to any particular business or industry,
but may participate in business ventures of essentially any kind
or nature, including, but not limited to, finance, high
technology, manufacturing, natural resources, service, research
and development, communications, insurance, transportation and
others. Management's discretion will be unrestricted and it may
participate in any business venture whatsoever, which meets the
business objectives discussed herein. It is emphasized that the
business objectives of the Company are extremely general and are
not intended to be restrictive upon the discretion of management.
The Company plans to seek one or more potential business
ventures from its known sources, but will rely heavily on
personal contacts of its officers and directors, as well as
indirect associations or contacts between them and other business
and professional people. It is not presently anticipated that
the Company will engage professional firms or individuals
specializing in business acquisitions or reorganizations.
However, any individual or firm, exclusive of the officers,
directors and principals of the Company who find a venture in
which the Company becomes engaged, may be properly compensated
for their efforts. In some instances, the Company may publish
notices or advertisements seeking a potential business venture in
financial or trade publications.
The Company will not restrict its search to a venture in any
particular stage of development, but may acquire or become
engaged in a venture in its preliminary or development stage, may
participate in a business which is already in operation, or in a
business in various stages of it corporate existence. It is
impossible to predict at this stage the status of any venture in
which the Company may participate, in that the venture may need
additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company,
as a public company, may offer. In some instances, the business
endeavors may involve the acquisition of or merger or
reorganization with a corporation which does not need substantial
additional capital but which desires to establish a public
trading market for it securities.
PAGE 8
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Firms which seek the Company's participation in their
operations through a reorganization, asset acquisition, or some
other means may desire to do so to avoid what such firms may deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal and
other costs, along with other conditions or requirements imposed
by various state and federal regulatory agencies.
To a large extent, a decision to participate in a specific
business endeavor may be made upon management's analysis of the
quality of the other firm's management and personnel, the
anticipated acceptability of new products, marketing concepts or
services, the merit of technological changes, and numerous
factors which may not be reflected on a balance sheet or
operating statement and are difficult, if not impossible, to
analyze through the application of objective criteria. In many
instances, it anticipated that the results of operation of a
specific venture may not be indicative of the potential for the
future because of the requirement to substantially shift
marketing approaches, expand significantly, change product
emphasis, change or augment management, and other factors.
Because the Company may participate in business endeavors with
newly organized firms or with firms which are entering a new
phase of growth, it should be emphasized that the Company will
incur further risks since management in may instances will not
have proved its abilities or effectiveness, the eventual market
of such firm's product or services will likely not be
established, and the profitability of the firm will be unproved
and cannot be accurately predicted.
The analysis and review of new business ventures will be
undertaken by or under the supervision of the officers and
directors, none of whom is a professional business analyst. No
member of managements has any significant business experience or
expertise in any type of business which is likely to be
investigated by the Company. Therefore, management will have to
rely on their common sense and business judgment as well as upon
the advice of consultants to analyze the factors described above.
In reviewing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources, the working capital and other financial
requirements, the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services available and the
depth of management; the potential for growth and expansion; risk
factors; the perceived public recognition or acceptance of
products, services; and other factors.
Generally, management will attempt to analyze all available
factors in the circumstances and make a determination based upon
a composite of available facts, without reliance upon any single
factor as controlling. The Company is unable to predict the
timing as to when it may participate in any specific business
endeavor. It expects, however, that the review of business
opportunities will commence immediately, and that the analysis
and selection of any given venture may take several months or
more.
The Company presently has no assets, and does not currently
have any specific assets, properties or businesses in mind for
potential acquisition or involvement by the Company. Further,
the Company does not presently have any particular areas of
business or industry in which it intends to look for business
opportunities.
PAGE 9
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In connection with a business acquisition or transaction, the
Company may need to raise equity or debt to fund such
transaction, or to provide the business opportunity with
necessary operating capital. There is no assurance the Company
will be able to raise capital when needed, or on terms which are
favorable to the Company.
Offices and Employees
The Company presently uses the offices of its
secretary/treasurer at no charge. At such time as business
operations commence, the Company may be charged a reasonable
amount for its office facilities. The Company has no employees.
________________________________________________________________
ITEM 2. PROPERTIES
________________________________________________________________
The Company does not hold any properties.
________________________________________________________________
ITEM 3. LEGAL PROCEEDINGS
________________________________________________________________
None.
The Company is not a party to any material pending legal
proceedings, and no such proceedings by or, to the best of its
knowledge, against the Company have been threatened.
_________________________________________________________________
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
_________________________________________________________________
No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
fourth quarter of the fiscal year covered by this report. In
June, 1995, the Registrant held a special meeting of its
shareholders, at which directors of the Registrant were elected,
the Registrant changed its name to "Shadow Wood Corporation," and
the Registrant effectuated a 1-for-20 reverse split of its issued
and outstanding shares.
PAGE 10
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PART II
_________________________________________________________________
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
_________________________________________________________________
The Company's securities were not traded or quoted during the
quarter ended December 31, 1995, and have not traded since
approximately the end of 1989. There is currently no trading
market for the Company's securities, however, the Company's
shares of common stock are eligible for quotation on the NASD
Electronic Bulletin Board under the symbol "SHAD".
Since inception, no dividends have been paid on the Company's
common stock, and the Company does not anticipate paying
dividends in the foreseeable future.
As of the date of filing this report, there were
approximately 133 holders of record of the Company's common
stock.
PAGE 11
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_________________________________________________________________
ITEM 6.
SELECTED FINANCIAL DATA
_________________________________________________________________
The following selected financial data of the Company is not
covered by an opinion of a certified public accountant and should
be read in conjunction with the financial statements and related
notes thereto.
Income Data
Period from Inception
(February 19,1985)
For the Year Ended December 31, through December 31, 1995
1995 1994 1993 1992 1991
_____ _____ ____ ______ ______ ___________
Revenue $ -0- $ -0- $-0- $ -0- $ -0- $ -0-
Net Income
(loss) (6,029) (1,400) (1,777) -0- -0- (127,199)
Net Earnings
(loss)
per share -0- -0- -0- -0- -0- -0-
Balance Sheet Data
as of December 31,
_____________________________________________
1995 1994 1993 1992 1991
______ ______ ____ ______ ______
Total $ 415 $ 500 $-0- $ -0- $ -0-
Assets
Long Term -0- -0- -0- -0- -0-
Liabilities
Current
Liabilities 10,588 13,243 11,843 10,066 10,066
Total
Liabilities 10,588 13,243 11,843 10,066 10,066
Shareholder's
Equity (10,173) (12,743) (10,843) (10,066) (10,066)
PAGE 12
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ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_________________________________________________________________
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had only $415 in cash, and
no other liquid assets or resources. As of December 31, 1994,
the Company had $500 in liquid assets. Liabilities at December
31, 1995 and 1994, were $10,588 and $13,243, respectively.
At present, the Company does not have adequate capital to
conduct any significant operations. The Company will be 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.
RESULTS OF OPERATIONS
The Company had essentially no operations during the two
years ended December 31, 1995. The Company's only activities
consisted of necessary legal, accounting and corporate
undertakings for the purpose of reactivating the Company and
bringing the Company's accounting and reporting current.
_________________________________________________________________
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
_________________________________________________________________
The financial statements are included beginning at page 22.
PAGE 13
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_______________________________________________________________
ITEM 9.
CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
______________________________________________________________
Not applicable.
PART III
_________________________________________________________________
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
_________________________________________________________________
NAMES AND TERMS OF OFFICE
The table below sets forth the name, age, and position of
each executive officer and director of the Company.
Name Age Position Since
Robert L. Wright 44 President and Chairman November, 1995
Mark Archibald 37 Secretary/Treasurer June, 1995
The term of office of each executive officer and director is
one year and until his successor is elected and qualified.
Set forth below is biographical information for each of the
Company's officers and directors.
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Robert L. Wright, age 44, has been employed by Southland
Corporation in Salt Lake City since 1993, where he manages a
group of convenience stores. He also has worked as a baggage
handler for Delta Airlines since 1993. From 1984 to 1992, he was
a sales representative of Wilson-Davis & Co., Inc., a securities
brokerage firm in Salt Lake City. Prior to his employment with
Wilson-Davis, Mr. Wright was an air traffic controller at the
Salt Lake City International Airport. He received a bachelor's
degree from the University of Utah in 1981 in psychology and
sociology.
Mark Archibald, age 37, has been involved in a number of
personal business ventures over the past few years. For the past
year, he has been an employee of Lumpy's, a restaurant and dinner
club located in Salt Lake City, Utah. From approximately 1984 to
1993, he was a sales representative with Wilson-Davis & Company.
Mr. Archibald is a former professional skier and remains actively
involved in the ski industry, judging ski events.
PAGE 15
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_________________________________________________________________
ITEM 11. EXECUTIVE COMPENSATION
_________________________________________________________________
REMUNERATION DURING FISCAL YEAR
During the fiscal year ended December 31, 1995, no officer or
director received any compensation.
PAGE 16
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________________________________________________________________
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
________________________________________________________________
The following table sets forth the name and address, as of
the date of the filing of this report, the approximate number of
shares of common stock owned of record or beneficially by each
person who owned of record, or was known by the Company to own
beneficially, more than 5% of the common stock, and the name and
shareholdings of each officer and director, and all officers and
directors as a group:
Name and Address of 5% Number of
Shareholders, and Name of Shares Percent
Officers and Directors Owned(1)(2) of Class(1)(2)
Principal Shareholders
Edward Dallin Bagley 877,125 22.5%
8 Shadow Wood Lane
Sandy, UT 84092
Mark Archibald 867,125 22.3%
1288 East Malvern
Salt Lake City, UT 84106
Robert Wright 867,125 22.3%
1475 Sandpiper Way, #54
Salt Lake City, UT 84117
Mike Callister 878,875 22.6%
1765 Vine Street
Salt Lake City, UT 84121
Officers and Directors:
Robert Wright ------ See Above ------
Mark Archibald ------ See Above ------
PAGE 17
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All Officers and Directors as a Group
(2 persons): 1,734,250 44.6%
___________________
(1) Unless otherwise indicated, all shares are owned
directly and of record. There are no shares owned by these
individuals beneficially which are not reflected.
(2) All figures give effect to a 1-for-20 reverse split
effectuated in June, 1995.
_________________________________________________________________
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
_________________________________________________________________
TERMINATION OF RATTLESNAKE TRANSACTION
As discussed in "ITEM 1. BUSINESS: ORGANIZATION AND
HISTORY", the Company and certain principals in 1992 cancelled,
and terminated, the Asset Purchase Agreement and related
transactions entered into with USMM, resulting in the transfer of
3,493,500 post-split shares issued in the transaction to the
principals involved in reactivating the Company. In connection
with this transaction, the Company and certain principals
involved in the efforts to reactivate the Company agreed to issue
to Jimmy Pierce a total of 25,000 post-split shares of restricted
common stock of the Company. The remaining 3,468,500 shares were
transferred in 1992 to certain principal shareholders, in
consideration of their contributions of time and monies in
reactivating the Company. (See "ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "ITEM 1. BUSINESS:
ORGANIZATION AND HISTORY"). These transactions were the result of
arms' length negotiations.
ELECTION OF DIRECTOR
As indicated throughout this Proxy Statement, in the months
following the unsuccessful Asset Purchase Agreement with USMM,
the officers and directors of the Company resigned, leaving the
Company without any management. In 1992, the principal
shareholders of the Company, holding approximately 89% of the
issued and outstanding common stock, elected Edward Dallin Bagley
as interim sole director of the Company, for the purpose of
resolving the USMM dispute, and to subsequently facilitate a
meeting of the shareholders in June, 1995, to elect a board of
directors. Mr. Bagley and Mark Archibald were elected directors
in June, 1995. Mr. Bagley resigned as President in November,
1995, and Robert Wright was elected to replace him.
PAGE 18
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SHAREHOLDERS' MEETING
On June 5, 1995, at a meeting of the Company's shareholders,
the Company effectuated a 1-for-20 reverse split of its
outstanding common stock, elected Edward Dallin Bagley and Mark
Archibald as directors, and changed the Company's name to "Shadow
Wood Corporation."
PART IV
_________________________________________________________________
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
_________________________________________________________________
The following financial statements and schedules are included
immediately following the signature page to this report.
(a)(1) FINANCIAL STATEMENTS
TITLE PAGE NO.
Independent Accountants' Report of Jones, Jensen
& Company F-1
Balance Sheets as of December 31, 1995 and 1994 F-2
Statement of Operations for the three
years ended December 31, 1995, 1994 and 1993 F-3
Statement of Stockholders' Equity for the
period from inception (February 19, 1995)
through December 31, 1995 F-4
Statement of Cash Flows for the period
from inception through December 31, 1995 F-6
Notes to Financial Statements F-7
(a)(2). FINANCIAL STATEMENT SCHEDULES
None.
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(a)(3). EXHIBITS:
EXHIBIT NO. SEC Reference No. Title of Document Location
1 (3) *Articles of Exhibit 1
Incorporation
(as amended)
2 (3) *Bylaws *
3 (99) Proxy Statement Exhibit 2
*Except for Articles of Amendment, dated September 5, 1995,
changing the Registrant's name, attached as Exhibit 1, articles
of incorporation and bylaws, as amended, are incorporated by
reference to the Form 10-Q for the quarter ended March 31, 1988,
dated May 20, 1988.
(b) REPORTS ON FORM 8-K
During the fiscal year ended December 31, 1995, the
Company filed no reports on Form 8-K.
PAGE 20
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___________________________________________________
SIGNATURES
__________________________________________________
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, the
Registrant has caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
SHADOW WOOD CORPORATION
(formerly "Rattlesnake Gold, Inc.")
Dated: May 23, 1996 By /s/ Robert Wright
Robert Wright, (Principal Executive Officer)
Dated: May 23, 1996 By /s/ Mark Archibald
Mark Archibald, (Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
Dated: May 23, 1996 By /s/ Robert Wright
Robert Wright, President and
Chairman of the Board
Dated: May 23, 1996 By /s/ Mark Archibald
Mark Archibald, Secretary/Treasurer,
Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS
WHICH HAVE NOT BEEN REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
2(b) Copies of a Proxy Statement sent to the
Registrant's shareholders in May, 1995, has been sent to
the Commission.
PAGE 21
<PAGE>
JONES, JENSEN & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
349 South 200 East, Suite 500
Salt Lake City, Utah 84111
INDEPENDENT AUDITORS' REPORT
Board of Directors
Shadow Wood Corporation
(Formerly Rattlesnake Gold, Inc.)
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Shadow Wood
Corporation (Formerly Rattlesnake Gold, Inc.) (a development
stage company) as of December 31, 1995 and 1994 and the related
statements of operations, stockholders' equity (deficit), and
cash flows for the years ended December 31, 1995, 1994 and 1993
and from inception on February 19, 1985 through December 31,
1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Shadow Wood Corporation (Formerly Rattlesnake Gold, Inc.) (a
development stage company) as of December 31, 1995 and 1994, and
the results of its operations and its cash flows for the years
ended December 31, 1995, 1994 and 1993 and from inception on
February 19, 1985 through December 31, 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has suffered
recurring losses from operations and has no operating capital
that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not
include any adjustments that might result form the outcome of
this uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
February 20, 1996
PAGE F-1
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Balance Sheets
ASSETS
December 31,
1995 1994
_________ ________
CURRENT ASSETS
Cash $ 415 $ 500
_________ ________
Total Current Assets 415 500
_________ ________
TOTAL ASSETS $ 415 $ 500
_________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 10,588 $ 13,243
_________ ________
Total Current Liabilities 10,588 13,243
_________ ________
STOCKHOLDERS' EQUITY (DEFICIT)
Stock authorized 250,000,000 shares
at $0.0001 par value; 3,889,750
shares issued and outstanding 389 389
Additional paid-in capital 116,637 108,038
Deficit accumulated during the
development stage (127,199) (121,170)
_________ ________
Total Stockholders' Equity (Deficit) (10,173) (12,743)
_________ ________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 415 $ 500
_________ ________
The accompanying notes are an integral part of these financial statements
PAGE F-2
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Statements of Operations
From
Inception on
February 19,
For the Years Ended 1985 Through
December 31, December 31,
1995 1994 1993 1995
________ ________ ________ __________
REVENUES $ - $ - $ - $ -
________ ________ ________ __________
EXPENSES - - - -
LOSS FROM DISCONTINUED
OPERATIONS 6,029 1,400 1,777 127,199
________ ________ ________ __________
NET INCOME (LOSS) $ (6,029) $(1,400) $(1,777) $(127,199)
________ ________ ________ __________
NET INCOME (LOSS) PER
SHARE $ (0.00) $(0.00) $ (0.00)
________ ________ ________
The accompanying notes are an integral part of these financial statements
PAGE F-3
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Statements of Stockholders' Equity (Deficit)
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 F-4
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Statements of Stockholders' Equity (Deficit)
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 year
ended December 31, 1995 - - - (6,029)
______ _______ _________ ___________
Balance, December
31, 1995 3,889,750 $ 389 $ 116,637 $(127,199)
______ _______ _________ ___________
The accompanying notes are an integral part of these financial statements
PAGE F-5
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Statements of Operations
From
Inception on
February 19,
For the Years Ended 1985 Through
December 31, December 31,
____________________________
1995 1994 1993 1995
_______ _______ _______ _________
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
discounted operations $(6,029) $(1,400) $(1,777) $(127,199)
Adjustment to reconcile loss
to net cash used by operating
activities:
Increase (decrease) in accounts
payable (2,655) 1,400 1,177 10,588
_______ _______ _______ _________
Net Cash Used by
Operating Activities (8,684) - - (116,611)
_______ _______ _______ _________
CASH FLOWS FROM
INVESTING ACTIVITIES - - - -
_______ _______ _______ _________
CASH FLOWS FROM
FINANCING ACTIVITIES
Contribution of cash by
officers to additional
paid-in capital 8,599 500 - 9,099
Issuance of common stock - - - 107,927
_______ _______ _______ _________
Net Cash Provided by
Financing Activities 8,599 500 - 117,026
_______ _______ _______ _________
INCREASE (DECREASE) IN CASH (85) 500 - 415
CASH AT BEGINNING OF PERIOD 500 - - -
_______ _______ _______ _________
CASH AT END OF PERIOD $ 415 $ 500 $ - $ 415
_______ _______ _______ _________
Supplemental Cash Flows
Information:
Interest $ - $ - $ - $ -
Income Taxes $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements
PAGE F-6
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Notes to the Financial Statements
December 31, 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 ad
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 F-7
<PAGE>
SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes
At December 31, 1995, the Company has net operating loss
carryforwards of approximately $127,000 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 F-8
***** END OF FINANCIAL STATEMENTS *****
<PAGE>
EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
RATTLESNAKE GOLD, INC.
(changed herein to "SHADOW WOOD CORPORATION")
In accordance with Section 242 of the Delaware Corporation
Law Annotated, as amended, Rattlesnake Gold, Inc. (the
"Corporation"), a Delaware corporation, does hereby adopt the
following Certificate of Amendment (the "Amendment") to the
Certificate of Incorporation.
1. The Certificate of Incorporation of the Corporation is
hereby amended by deleting Article I in its entirety and
inserting the following in lieu thereof:
ARTICLE I
NAME
The name of the Corporation hereby created shall be:
SHADOW WOOD CORPORATION
2. Except as specifically provided herein, the provisions
of the Corporation's Certificate of Incorporation shall remain
unamended and shall continue in full force and effect.
3. By execution of this Certificate of Amendment to the
Certificate of Incorporation, the president and secretary of the
Corporation do hereby certify that the foregoing amendment to the
Certificate of Incorporation was adopted as amendments to the
original Certificate of Incorporation of the Corporation by the
shareholders of said Corporation at a special meeting of the
shareholders of the Corporation in accordance with Section 242,
Delaware Corporation Law Annotated.
IN WITNESS WHEREOF, the foregoing Certificate of Amendment
to the Certificate of of Incorporation of Rattlesnake Gold, Inc.,
has been executed this 31st day of August, 1995.
RATTLESNAKE GOLD, INC.
ATTEST:
/s/ Mark Archibald By/s/Edward Dallin Bagley
Mark Archibald Edward Dallin Bagley, President
<PAGE>
STATE OF UTAH }
: ss.
COUNTY OF DAVIS }
On this 31st day of August, 1995, personally appeared
before me Edward Dallin Bagley and Mark Archibald, who being by
me duly sworn did say, each for themselves, that he, the said
Edward Dallin Bagley, is the president, and he, the said Mark
Archibald, is the secretary, respectively, of Rattlesnake Gold,
Inc., and that they are the persons who executed the foregoing
Certificate of Amendment to the Certificate of Incorporation for
and on behalf of Rattlesnake Gold, Inc., and that the statements
contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Elizabeth Maloy
NOTARY PUBLIC
Residing in Davis County, Utah
My Commission Expires:
11/1/97
PAGE 2
<PAGE>
EXHIBIT 2
RATTLESNAKE GOLD, INC.
8 SHADOW WOOD LANE
SANDY, UTAH 84092
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1995
TO THE SHAREHOLDERS OF RATTLESNAKE GOLD, INC.:
A special meeting of the shareholders (the "Special
Meeting") of RATTLESNAKE GOLD, INC. (the "Company"), will be held
at 505 South Main Street, Bountiful, Utah 84010, on June 5, 1995,
at 2:00 p.m., Mountain Time, to consider and vote on the
following proposals:
(1) To adopt and approve a plan of recapitalization whereby
the issued and outstanding common stock of the Company will be
reverse split, or consolidated, on a one-for-twenty basis, so
that each holder of common stock will receive one share of the
Company's common stock, par value $0.0001 per share, for each
twenty (20) shares now held, and the 77,795,000 shares currently
outstanding will be reduced to approximately 3,889,750 shares;
(2) To adopt and approve a proposed amendment to the
Certificate of Incorporation of the Company which changes the
name of the Company to "Shadow Wood Corporation", or some
derivation thereof as the board of directors may determine; and
(3) To elect Edward Dallin Bagley and Mark Archibald as
directors of the Company, to serve for a term of one year or
until their successors are elected and qualified; and
(4) To transact such other business as may properly come
before the special meeting.
This meeting is being called by Edward Dallin Bagley, who,
together with other greater than 10% shareholders of the Company,
who hold collectively approximately 89% of the outstanding common
stock of the Company, recently elected Mr. Bagley as president
and sole interim director of the Company, for the purpose of
calling this special meeting of the shareholders.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MAY
18, 1995 (THE "RECORD DATE"), ARE ENTITLED TO NOTICE OF AND TO
VOTE AT THE SPECIAL MEETING. THE ATTENDANCE AT AND/OR VOTE OF
EACH SHAREHOLDER AT THE SPECIAL MEETING IS IMPORTANT.
BY ORDER OF THE BOARD OF
DIRECTORS
Salt Lake City, Utah
By /s/ Edward Dallin Bagley
DATED: May 18, 1995 Edward Dallin Bagley, President
_________________________________________________________________
PLEASE FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO THE
COMPANY'S TRANSFER AGENT, WHETHER OR NOT YOU EXPECT TO ATTEND THE
SPECIAL MEETING. A RETURN ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
RATTLESNAKE GOLD, INC.
8 Shadow Wood Lane
Sandy, Utah 84092
________________________________________________________________
PROXY STATEMENT
________________________________________________________________
This Proxy Statement is furnished to shareholders of
RATTLESNAKE GOLD, INC., a Delaware corporation (the "Company"),
in connection with its special meeting of shareholders (the
"Special Meeting") to be held on June 5, 1995, at 505 South Main
Street, Bountiful, Utah 84010, at 2:00 p.m., Mountain Time, and
at any adjournment(s) thereof. This Proxy Statement and the
notice of Special Meeting are first being mailed to shareholders
on or about May 18, 1995.
A PROXY FOR USE AT THE SPECIAL MEETING IS ENCLOSED. ANY
SHAREHOLDER WHO EXECUTES AND DELIVERS A PROXY HAS THE RIGHT TO
REVOKE IT AT ANY TIME BEFORE ITS EXERCISE BY FILING WITH THE
SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY
EXECUTED PROXY BEARING A LATER DATE. IN ADDITION, A SHAREHOLDER
MAY REVOKE A PROXY PREVIOUSLY EXECUTED BY HIM BY ATTENDING THE
SPECIAL MEETING AND ELECTING TO VOTE IN PERSON.
Proxies are being solicited by management. The cost of this
solicitation will be borne by the Company. Solicitation will be
primarily by mail, but may be made by telephone, telegraph, or
personal contact by certain officers and employees of the Company
who will not receive any compensation therefor.
Only holders of record of the 77,795,000 shares of common
stock of the Company outstanding as of May 18, 1995 (the "Record
Date"), are entitled to vote at the Special Meeting. Each holder
of common stock has the right to one vote for each share of the
Company's common stock owned. Cumulative voting for the election
of directors or for any other purpose is not provided for. Stock
representing one-half of the voting power of the 77,795,000
shares of the Company's common stock outstanding on the Record
Date, must be represented at the Special Meeting to constitute a
quorum for conducting business.
At the Special Meeting, the shareholders will consider and
vote on the following proposals:
(1) To adopt and approve a plan of recapitalization whereby
the issued and outstanding common stock of the Company will be
reverse split, or consolidated, on a one-for-twenty basis, so
that each holder of common stock will receive one share of the
Company's common stock, par value $0.0001 per share, for each
twenty (20) shares now held, and the 77,795,000 shares currently
outstanding will be reduced to approximately 3,889,750 shares;
(2) To adopt and approve a proposed amendment to the
Certificate of Incorporation of the Company which changes the
name of the Company to "Shadow Wood Corporation", or some
derivation thereof as the board of directors may determine;
(3) To elect Edward Dallin Bagley and Mark Archibald as
directors of the Company, to serve for a term of one year or
until their successors are elected and qualified; and
(4) To transact such other business as may properly come
before the special meeting.
Four shareholders, including Edward Dallin Bagley, who hold
a total of 69,370,000 shares of the Company's common stock,
acquired in connection with the Company's recent efforts to
reactivate its business, or approximately 89% of the issued and
outstanding common stock of the Company, have indicated their
intention to vote their shares in favor of each proposal.
Accordingly, no additional votes will be necessary to approve the
matters proposed in this proxy statement. Shareholders are,
however, encouraged to vote as an indication of their approval or
opposition to the proposals set forth herein.
_________________________________________________________________
HISTORY/RECENT DEVELOPMENTS
_________________________________________________________________
ORGANIZATION AND HISTORY
Rattlesnake Gold, Inc. (the "Company") was organized as a
Utah corporation under the name "Marino Investments, Inc." on
February 19, 1995, for the purpose of going public, through a
"blind pool" public offering, to locate a suitable merger or
acquisition candidate. On August 28, 1995, the Company's
registration statement on Form S-18 for the public offering of up
to 7,500,000 shares of the Company's common stock at a price of
$0.02 per share, was declared effective by the U.S. Securities
and Exchange Commission. In the Company's public offering
completed in approximately October, 1995, the Company sold a
total of 5,225,000 shares of common stock at a price of $0.02 per
share, resulting in gross proceeds of $104,500. On completion of
the public offering, the Company had a total of 7,775,000 shares
of common stock issued and outstanding, including a total of
2,550,000 shares held by the original officers and directors.
For a period of approximately two years following the
completion of its public offering, the Company reviewed a number
of businesses for a potential merger or acquisition transaction.
In the end of March, 1988, the Company entered into an asset
purchase agreement (the "Asset Purchase Agreement") with U.S.
Mining & Minerals, Inc., a Texas corporation (hereinafter
"USMM"), under the terms of which the Company agreed to acquire
certain mining assets, in exchange for the issuance of a total of
69,870,000 shares of the Company's restricted common stock. This
transaction was consummated in April, 1988, resulting in the
issuance of a total of 69,870,000 shares of restricted common
stock to USMM, which constituted approximately 92% of the issued
and outstanding common stock of the Company.
In connection with the Asset Purchase Agreement, new
management, consisting of the designees of USMM, was appointed,
and the Company called a special meeting of its shareholders,
pursuant to which it changed its name to "Rattlesnake Gold,
Inc."; increased its authorized capitalization to 250,000,000
shares; changed its par value from $0.001 to $0.0001 per share;
and changed its state of domicile from Utah to Delaware by
merging into a newly-formed Delaware corporation created for that
purpose. As discussed below, all of the designees of USMM
appointed as officers and directors in connection with the Asset
Purchase Agreement, resigned in 1988 and 1989, leaving a vacancy
in management for several years.
As indicated above, under the terms of the Asset Purchase
Agreement, the Company was to receive an assignment from USMM all
of its right title and interest in certain mining interests held
by USMM under agreements to acquire mining claims (the "purchase
agreements"). These mining interests consisted of mining claims
covering approximately 1,700 acres in both lode and placer
unpatented mining claims, located in Imperial County, California
(the "Claims"). The purchase agreements were entered into
between USMM and the original locators of the Claims, or their
successors in interest, and provide for acquisition of the Claims
through the payment of sums aggregating approximately $343,000,
plus interest, plus the retention by the respective locators of a
production royalty of net smelter returns.
<PAGE>
The Company was introduced to USMM through John A. McDonald,
a finder, who subsequently assisted the Company in negotiating
the terms of the Asset Purchase Agreement. For his efforts, Mr.
McDonald received a finder's fee of 105,000 shares of the
Company's common stock.
In connection with the transactions contemplated by the
Asset Purchase Agreement, the Company planned to become engaged
in mining exploration and development on the mining interests it
was acquiring. The Company's original business plan, as
developed by the designee management of USMM, contemplated the
engagement of an independent company to commence mining
operations on the mining claims pursuant to the terms of a
contract with the Company. At the time of consummation of the
Asset Purchase Agreement, the Company had very little capital to
fund mining activities, or to make required payments under the
purchase agreements, necessary to maintain an interest in such
mining claims.
In the months following the completion of Asset Purchase
Agreement, and related transactions, the Company failed due to
its inability to raise necessary capital to make required
payments to maintain the mining interests, and to undertake
planned exploration activities. Consequently, by the end of
1988, the Company was essentially insolvent and inactive, and
various members of management had resigned. By 1989, all of the
members of management who had been appointed at the time of the
completion of the transaction with original management, had
resigned, and the Company was no longer conducting any business
activities. By this time, all of the Company's rights to the
mining interests had been lost due to failure to make required
payments under the purchase agreements.
In 1989, Jimmy L. Pierce, an individual who was appointed as
a director and who was a principal shareholder and director of
USMM, attempted to assume control of the Company, and proposed
the sale of the 69,870,000 shares received by USMM in the Asset
Purchase Agreement, to a company with which he was affiliated.
At that time, it was reported that the Company had failed to file
required periodic reports with the U.S. Securities & Exchange
Commission, and that the Company had no assets. The transaction
proposed by Mr. Pierce was never consummated, and the Company has
been inactive and insolvent ever since. However, at such time,
present management was informed that Mr. Pierce had assumed
management control of USMM, which was later confirmed by Mr.
Pierce.
In the beginning of 1992, certain shareholders of the
Company, including Edward Dallin Bagley, Mark Archibald, Robert
Wright and Jay Tugaw, commenced a legal action on behalf of the
Company in the Third District Court, State of Utah, against USMM
and Mr. Pierce, as the principal of USMM, seeking a rescission of
the asset purchase transaction with USMM, based on the grounds
that there was a breach of contract by USMM, failure of
consideration due to a cloud or defect on the title of the mining
interests allegedly held by the Company, and alleged fraud
pertaining to the transaction and the mining interests. After
several months, USMM and Mr. Pierce agreed to return the
69,870,000 shares obtained in the transaction, in exchange for
the dismissal of the action against these parties. At such time,
and subsequently in a letter agreement entered into in 1994, Mr.
Pierce represented on behalf of USMM that he had authority to
transfer the shares issued to USMM, free of encumbrances or any
claims, and acknowledged the transfer to Mr. Bagley's group (See
"PRINCIPAL SHAREHOLDERS") of all 69,780,000 shares. The Company
and the Bagley group have agreed to issue to Mr. Pierce, a total
of 500,000 shares of restricted common stock of the Company, from
the 69,870,000 shares returned by Mr. Pierce, in consideration of
his efforts in assisting the Company and its principals in
resolving this situation. In consideration of the contribution
by its principals of time and monies on the Company's behalf over
the past two years in seeking to reactivate the Company,
including accounting and attorney's fees and other assorted
costs, the Company has issued to these principals the shares
received from Mr. Pierce, discussed above. (See "CERTAIN
TRANSACTIONS" AND "PRINCIPAL SHAREHOLDERS"). As a result, these
individuals now own approximately 89% of the issued and
outstanding common stock of the Company.
PAGE 3
<PAGE>
For the past several months, the principal shareholders of
the Company, including the nominees, have been undertaking active
efforts to reactivate the Company, to put it in a position to
seek a new business opportunity for acquisition, merger, or in
which the Company may become involved. These activities include
the engagement of attorneys and accountants to undertake
necessary efforts to update accountings and legal filings,
including periodic reports, for filing with the Securities and
Exchange Commission. In connection with such activities, these
individuals have advanced several thousand dollars to the Company
to cover necessary legal, accounting, filing and other fees and
costs incurred over the past few months.
BUSINESS
The Company has not been in business since the end of 1989,
and has only recently undertaken necessary activities to enable
it to become engaged in business operations. The Company plans
to seek out, investigate and acquire, or become engaged in, any
business opportunity management believes has good business
potential. No specific business or industry is presently
contemplated.
Management anticipates that it will only acquire businesses
which have, or can generate or provide, audited financial
statements. However, management reserves the right to become
engaged in a new business venture or a venture in its infancy, if
management determines such venture holds good business potential.
The Company recognizes that because of its extremely limited
financial, management and other resources, the number of quality
of suitable potential business ventures available to it may be
extremely limited.
The Company's principal business objective will be to seek
long-term growth potential in the business venture in which it
participates, rather than to seek immediate, short-term earnings.
In seeking to attain the Company's business objective, it will
not restrict its search to any particular business or industry,
but may participate in business ventures of essentially any kind
or nature, including, but not limited to, finance, high
technology, manufacturing, natural resources, service, research
and development, communications, insurance, transportation and
others. Management's discretion will be unrestricted and it may
participate in any business venture whatsoever, which meets the
business objectives discussed herein. It is emphasized that the
business objectives of the Company are extremely general and are
not intended to be restrictive upon the discretion of management.
The Company plans to seek one or more potential business
ventures from its known sources, but will rely heavily on
personal contacts of its officers and directors, as well as
indirect associations or contacts between them and other business
and professional people. It is not presently anticipated that
the Company will engage professional firms or individuals
specializing in business acquisitions or reorganizations.
However, any individual or firm, exclusive of the officers,
directors and principals of the Company who find a venture in
which the Company becomes engaged, may be properly compensated
for their efforts. In some instances, the Company may publish
notices or advertisements seeking a potential business venture in
financial or trade publications.
PAGE 4
<PAGE>
The Company will not restrict its search to a venture in any
particular stage of development, but may acquire or become
engaged in a venture in its preliminary or development stage, may
participate in a business which is already in operation, or in a
business in various stages of it corporate existence. It is
impossible to predict at this stage the status of any venture in
which the Company may participate, in that the venture may need
additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company,
as a public company, may offer. In some instances, the business
endeavors may involve the acquisition of or merger or
reorganization with a corporation which does not need substantial
additional capital but which desires to establish a public
trading market for it securities.
Firms which seek the Company's participation in their
operations through a reorganization, asset acquisition, or some
other means may desire to do so to avoid what such firms may deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal and
other costs, along with other conditions or requirements imposed
by various state and federal regulatory agencies.
To a large extent, a decision to participate in a specific
business endeavor may be made upon management's analysis of the
quality of the other firm's management and personnel, the
anticipated acceptability of new products, marketing concepts or
services, the merit of technological changes, and numerous
factors which may not be reflected on a balance sheet or
operating statement and are difficult, if not impossible, to
analyze through the application of objective criteria. In many
instances, it anticipated that the results of operation of a
specific venture may not be indicative of the potential for the
future because of the requirement to substantially shift
marketing approaches, expand significantly, change product
emphasis, change or augment management, and other factors.
Because the Company may participate in business endeavors with
newly organized firms or with firms which are entering a new
phase of growth, it should be emphasized that the Company will
incur further risks since management in may instances will not
have proved its abilities or effectiveness, the eventual market
of such firm's product or services will likely not be
established, and the profitability of the firm will be unproved
and cannot be accurately predicted.
The analysis and review of new business ventures will be
undertaken by or under the supervision of the officers and
directors, none of whom is a professional business analyst. No
member of managements has any significant business experience or
expertise in any type of business which is likely to be
investigated by the Company. Therefore, management will have to
rely on their common sense and business judgment as well as upon
the advice of consultants to analyze the factors described above.
In reviewing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources, the working capital and other financial
requirements, the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services available and the
depth of management; the potential for growth and expansion; risk
factors; the perceived public recognition or acceptance of
products, services; and other factors.
Generally, management will attempt to analyze all available
factors in the circumstances and make a determination based upon
a composite of available facts, without reliance upon any single
factor as controlling. The Company is unable to predict the
timing as to when it may participate in any specific business
endeavor. It expects, however, that the review of business
opportunities will commence immediately, and that the analysis
and selection of any given venture may take several months or
more.
PAGE 5
<PAGE>
The Company presently has essentially no assets, and does
not currently have any specific assets, properties or businesses
in mind for potential acquisition or involvement by the Company.
Further, the Company does not presently have any particular areas
of business or industry in which it intends to look for business
opportunities.
In connection with a business acquisition or transaction,
the Company may need to raise equity or debt to fund such
transaction, or to provide the business opportunity with
necessary operating capital. There is no assurance the Company
will be able to raise capital when needed, or on terms which are
favorable to the Company.
Offices and Employees
The Company presently uses the offices of its President and
Secretary/Treasurer, at no charge. At such time as business
operations commence, the Company may be charged a reasonable
amount for its office facilities. The Company has no employees.
_________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
_________________________________________________________________
The following table sets forth as of the Record Date the
number of shares of the Company's common stock, par value $0.001,
held of record or beneficially by each person who held of record,
or was known by the Company to own beneficially, more than 5% of
the Company's common stock, and the name and shareholdings of
each executive officer and director, and all officers and
directors as a group: and the percentage to be held by each
nominee to the board of directors and by all nominees as a group:
Name and Address of 5% Number of
Shareholders, and Name of Shares Percent
Officers and Directors
and Nominees Owned(1) of Class(1)
_________ ___________
Principal Shareholders
______________________
Edward Dallin Bagley 17,542,500 22.5%
8 Shadow Wood Lane
Sandy, UT 84092
Mark Archibald 17,342,500 22.3%
1288 East Malvern
Salt Lake City, UT 84106
Robert Wright 17,342,500 22.3%
1475 Sandpiper Way, #54
Salt Lake City, UT 84117
<PAGE>
Mike Callister 17,624,500 22.7%
1765 Vine Street
Salt Lake City, UT 84121
Officers and Directors:
_________________________
All Officers and Directors
as a Group (1 person)(2)
Edward Dallin Bagley ------ See Above ------
Nominees for election:
Edward Dallin Bagley ------ See Above ------
Mark Archibald ------ See Above ------
All Nominees as a Group
_______________________
(2 persons)(2): 34,885,000 44.8%
______________
(1) Does not give effect to a one-for-twenty reverse stock
split or consolidation proposed in this Proxy Statement under
"PROPOSED RECAPITALIZATION".
(2) The nominees, together with Messrs. Wright and
Callister, own a total of 69,370,000 shares, or approximately 89%
of the outstanding common stock of the Company, acquired in
connection with the efforts by these individuals to assume
control of the Company after years of inactivity, and their
undertaking to provide the services and capital necessary to
reactivate the Company. (See "CERTAIN TRANSACTIONS").
_________________________________________________________________
MARKET FOR THE COMPANY'S COMMON STOCK
_________________________________________________________________
The common stock of the Company has not traded, or been
quoted by a broker-dealer, in the "pink sheets" published by the
National Quotation Bureau, or through any other medium, for
several years. There is currently no market for the Company's
common stock, and, although it is management's plan to reactivate
the Company, there can be no assurance that there will be a
market in the future.
As of the date of this Proxy Statement, there were
approximately 133 holders of record of the Company's common
stock, as reported by the Company's transfer agent.
The Company has declared no dividends on its common stock
and none are contemplated.
PAGE 7
<PAGE>
_________________________________________________________________
DESCRIPTION OF SECURITIES
_________________________________________________________________
The Company's Articles of Incorporation authorizes the
issuance of 250,000,000 shares of common stock, $0.0001 par value
per share. The shares of common stock have no pre-emptive or
other subscription rights, have no conversion rights, and are not
subject to redemption. The holders of shares of common stock are
entitled to one vote for each share held. The common stock has
noncumulative voting rights.
_________________________________________________________________
PROPOSED RECAPITALIZATION
_________________________________________________________________
GENERAL
The sole member of the board of directors, Edward Dallin
Bagley, has adopted a resolution, subject to shareholder
approval, providing for the adoption of a plan of
recapitalization (the "Recapitalization") pursuant to which the
issued and outstanding shares of the Company's common stock, will
be reverse split, or consolidated, one-for-twenty basis, so that
holders of common stock will receive one share of the Company's
$0.0001 par value common stock ("Consolidated Common Stock") for
each twenty shares now held. The Recapitalization is expected to
be effective within 30 days following the date of the Special
Meeting.
The rights of existing shareholders will not be altered, and
no shareholders will be eliminated as a result of the
Recapitalization. The authorized number of shares of common
stock will not change, and the par value of the Company will
remain at $0.0001. The Recapitalization will have no effect on
the stock holders' equity of the Company, except for a transfer
from stated capital to additional paid-in capital.
Following the approval of the Recapitalization by the
shareholders, the 77,795,000 shares of common stock issued and
outstanding would be converted to approximately 3,889,750 shares
of common stock.
No fractional shares will be issued in connection with such
recapitalization, and an fractional will be rounded to the
nearest whole number.
REASON FOR RECAPITALIZATION
Management is of the opinion that the Recapitalization is in
the best interest of the Company in that it will decrease the
number of outstanding shares, thereby reducing the perceived
depressive effect a large number of outstanding shares may have
on any public market which may develop in the Company's common
stock. In addition, the Recapitalization will make available
additional authorized and unissued shares to provide increased
flexibility in structuring possible future financings and in
meeting corporate needs which may arise. If opportunities arise
that would make desirable the issuance of additional shares of
common stock, approval of the Recapitalization at the Special
Meeting would avoid the delay and expense of a shareholders'
meeting at the time such meeting may be required by law or
regulatory authorities.
No specific use of the authorized but issued shares of the
Company is proposed at this time. However, holders of common
stock have no pre-emptive rights in connection with the issuance
of additional shares of common stock in the future.
IMPLEMENTATION OF THE RECAPITALIZATION
Immediately following effectiveness of the Recapitalization,
all stock certificates which represented shares of the Company's
common stock shall represent ownership of Consolidated Common
Stock. Shareholders are not required to tender their
certificates representing shares for transfer into new
certificates representing shares of Consolidated Common Stock,
and issued in the new name of the Company. However, to eliminate
confusion in transactions in the Company's securities in the over-
the-counter market, management strongly urges the shareholders to
surrender their certificates for exchange and has adopted a
policy to facilitate this process. Each shareholder will be
entitled to submit his or her old stock certificate (any
certificates issued prior to the Record Date) to the transfer
agent of the Company, Progressive Stock Transfer, 1981 East
Murray-Holliday Road, Suite 100, Holliday, Utah, and be issued in
exchange therefor new common stock certificates representing the
number of shares of Consolidated Common Stock of which each
shareholder is the record owner after giving effect to the
Recapitalization.
For a period of 60 days following the Special Meeting the
Company will pay, on one occasion only, for the issuance of new
certificates in exchange for old certificates submitted during
such 60 day period; provided, that the Company shall not pay any
of the costs of issuing new certificates in the name of a person
other than the name appearing on the old certificate or the
issuance of new certificates in excess of the number of old
certificates submitted by a shareholder.
VOTE REQUIRED
The affirmative vote of a majority of the issued and
outstanding shares of common stock is required to approve the
proposed Recapitalization. As indicated, holders of over 50% of
the outstanding common stock of the Company have indicated their
intention to vote in favor of the Recapitalization. The board of
directors recommends a vote "FOR" the Recapitalization.
_________________________________________________________________
PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO AUTHORIZE CHANGE OF NAME
_________________________________________________________________
GENERAL
The shareholders of the Company are being asked to consider
and approve a proposed amendment to the Certificate of
Incorporation of the Company, to change the name of the Company
to "Shadow Wood Corporation", or some derivation thereof as may
be determined by the board of directors.
PAGE 9
<PAGE>
As discussed throughout this Proxy Statement, it is the
Company's intention to complete necessary filings, accountings
over the past few years, and undertake other activities necessary
to put the Company in a position to seek a business opportunity
to acquire, merge with, or in which the Company may become
involved. The Company's present name, "Rattlesnake Gold, Inc.",
was adopted in 1988, at the time the Company entered into a
transaction to acquire certain mining assets and become engaged
in various aspects of the mining business. This transaction
later failed, and the Company believes it is desirable to change
its name so that it is no longer associated with this mining
venture or the mining industry in general. The Company's
proposed name is merely a reference to a street on which the
Company's president resides, and is not considered significant
because such name will, in all likelihood, be changed again at
the time the Company enter into a formal business transaction.
However, this name change is believed desirable at this time to
terminate the Company's association with the previously-failed
venture, and to allow the Company to create a new identity.
VOTE REQUIRED
The affirmative vote of a majority of the outstanding shares
of the Company is required to approve the above proposal. As
indicated, holders of over 50% of the outstanding common stock of
the Company have indicated their intention to vote in favor of
the proposed name change. Management recommends that the
shareholders vote "FOR" the proposal.
_________________________________________________________________
ELECTION OF DIRECTORS
_________________________________________________________________
The sole director of the Company, Edward Dallin Bagley, has
nominated Edward Dallin Bagley and Mark Archibald for election as
directors of the Company, to serve for a term of one year or
until their successors are duly elected and qualified.
Certain biographical information regarding each of these
individuals is set forth below.
Edward Dallin Bagley, age 56, has been engaged over the past
several years in numerous
private business ventures. Mr. Bagley was an officer and
principal owner of Bagley Securities, Inc., a securities broker-
dealer located in Salt Lake City, from 1986 to 1990. From
approximately 1980 to 1986, he was a securities trader at Wilson-
Davis & Company, a broker-dealer firm located in Salt Lake City,
Utah. Mr. Bagley serves as a director of Mining Services
International, Ion Laser Technologies, Tunex International and
Gentner Communications, Inc., all of which are publicly-held
corporations. Mr. Bagley has been a licensed attorney in the
State of Utah since 1965.
Mark Archibald, age 36, has been involved in a number of
personal business ventures over the past few years. For the past
year, he has been an employee of Lumpy's, a restaurant and dinner
club located in Salt Lake City, Utah. From approximately 1984 to
1993, he was a sales representative with Wilson-Davis & Company.
Mr. Archibald is a former professional skier and remains actively
involved in the ski industry, judging ski events.
PAGE 10
<PAGE>
VOTE REQUIRED
The affirmative vote of the majority of the outstanding
shares of the Company is required to elect the directors
nominated above. Holders of over 50% of the outstanding common
stock of the Company, including approximately 45% held by the
nominees, have indicated their intention to vote in favor of the
election of the nominees. Management recommends a vote "FOR" the
election of the nominees.
_________________________________________________________________
CERTAIN TRANSACTIONS
_________________________________________________________________
TERMINATION OF RATTLESNAKE TRANSACTION
As discussed under "HISTORY/RECENT DEVELOPMENTS", the
Company and certain principals have recently cancelled, or
terminated, the Asset Purchase Agreement and related transactions
entered into with USMM, resulting in the transfer of 69,370,000
shares issued in this transaction back to the Company for
transfer to the principals involved in the recent activities on
behalf of the Company. In connection with this transaction, the
Company and certain principals involved in the efforts to
reactivate the Company agreed to issue to Jimmy Pierce a total of
500,000 shares of restricted common stock of the Company. The
remaining 69,370,000 shares transferred from USMM have been
reissued to certain principal shareholders, including the
nominees, in consideration of their contributions of time and
monies over the past several months in reactivating the Company.
(See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT"). These transactions cannot be the result of arms'
length negotiations.
ELECTION OF DIRECTOR
As indicated throughout this Proxy Statement, in the months
following the unsuccessful Asset Purchase Agreement with USMM,
the officers and directors of the Company resigned, leaving the
Company without any management. In April of this year, the
principal shareholders of the Company, holding approximately 89%
of the issued and outstanding common stock, elected Edward Dallin
Bagley as interim president and sole director of the Company, for
the purpose of facilitating the Shareholder's Meeting and related
activities. Mr. Bagley has been nominated as a director of the
Company, and it is anticipated he will serve as president and
secretary.
PAGE 11
<PAGE>
_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
No shareholder has submitted any other proposals for action
at the Special Meeting, and the Company knows of no other matters
that are likely to be brought before the meeting. Additional
information regarding the matters to be acted on by the
shareholders, may be available at the Special Meeting.
Consequently, shareholders are urged to attend the Special
Meeting in person.
RATTLESNAKE GOLD, INC.
By Order of the Board of Directors
DATED: May 18, 1995
By /s/ Edward Dallin Bagley
Edward Dallin Bagley,
President and Interim Director
Director
PAGE 12
<PAGE>
P R O X Y
SPECIAL MEETING OF SHAREHOLDERS (THIS PROXY IS SOLICITED
OF RATTLESNAKE GOLD, INC. ON BEHALF OF THE
JUNE 5, 1995 BOARD OF DIRECTORS)
The undersigned hereby appoints Edward Dallin Bagley and
Mark Archibald, jointly and severally, proxies with full power of
substitution, to vote the shares of common stock which the
undersigned is entitled to vote at the Special Meeting of the
Shareholders to be held at 505 South Main Street, Bountiful, Utah
84010, on June 5, 1995, at 2:00 p.m., Mountain Time, or any
adjournment(s) thereof, such proxies being directed to vote as
specified below.
To vote in accordance with the board of directors'
recommendations, sign on the reverse side; no boxes need be
checked. To vote against any of the recommendations, check the
appropriate box or boxes marked "AGAINST," below.
The board of directors recommends votes FOR the following
proposals:
(1) To approve a plan of recapitalization whereby the
issued and outstanding shares will be consolidated, or reverse
split, on a 1-for-20 basis, so that each holder of common stock
will receive one share of the Company's common stock, par value
$0.0001 per share, for each twenty (20) shares now held, and the
77,795,000 shares presently issued and outstanding, will be
reduced to a total of approximately 3,889,750 shares;
[ ] FOR [ ] AGAINST
(2) To adopt and approve a proposed amendment to the
Certificate of Incorporation of the Company which changes the
name of the Company to "Shadow Wood Corporation", or some
derivation thereof as the board of directors may determine;
(3) To elect Edward Dallin Bagley and Mark Archibald as the
directors of the Company, as directors of the Company, to serve
for a term of one year or until their successors are duly elected
and qualified;
[ ] FOR [ ] AGAINST
(4) To transact such other business as may properly
come before the Special Meeting.
[ ] FOR [ ] AGAINST
WHERE A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE THE
SHARES REPRESENTED BY THIS PROXY "FOR" EACH OF THE ITEMS ABOVE.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF
THE COMPANY. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD
SIGN. IF YOUR SHARES ARE HELD AT A BROKERAGE HOUSE, PLEASE
INDICATE IN THE SPACE PROVIDED THE NAME OF THE BROKERAGE HOUSE
AND THE NUMBER OF SHARES HELD.
Dated: Number of Shares Held of Record
________________ ________________
PAGE 13
<PAGE>
_____________________________________________________
Number of Shares Held at Brokerage or Clearing House
___________________________________
Name of Brokerage or Clearing House
(continued on reverse side)
________________________________ ___________________________
Signature Signature (if held jointly)
________________________________ ___________________________
Print Name Print Name
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY TO
PROGRESSIVE TRANSFER COMPANY, 1981 EAST MURRAY-HOLLADAY ROAD,
SALT LAKE CITY, UTAH 84117.
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 415
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 415
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 415
<CURRENT-LIABILITIES> 10,588
<BONDS> 0
<COMMON> 389
0
0
<OTHER-SE> (10,562)
<TOTAL-LIABILITY-AND-EQUITY> 415
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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