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: March 31, 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 March 31, 1995, and the
results of its operations and changes in its financial position
for the three months ended March 31, 1995, and March 31, 1994,
respectively, and from inception on February 19, 1985 through
March 31, 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
March 31, December 31,
1995 1994
__________ ___________
CURRENT ASSETS (Unaudited)
Cash $ 500 $ 500
__________ ___________
Total Current Assets 500 500
__________ ___________
TOTAL ASSETS $ 500 $ 500
__________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 13,243 $ 13,243
__________ ___________
Total Current Liabilities 13,243 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 108,038 108,038
Deficit accumulated during the
development stage (121,170) (121,170)
__________ ___________
Total Stockholders' Equity (Deficit) (12,743) (12,743)
__________ ___________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 500 $ 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)
From
Inception on
February 19,
For the Three Months Ended 1985 Through
March 31, March 31,
__________________________ ___________
1995 1994 1995
_______ _________ ___________
REVENUES $ - $ - $ -
_______ _________ ___________
EXPENSES - - -
LOSS FROM DISCONTINUED OPERATIONS - - (121,170)
_______ _________ ___________
NET (LOSS) $ - $ - $ (121,170)
_______ _________ ___________
NET INCOME (LOSS) PER SHARE $(0.00) $ (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 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 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, December 31,
1994 3,889,750 $ 389 $ 108,038 $(121,170)
Net loss for the three
months ended
March 31, 1995 - - - -
_______ ______ _________ __________
Balance, March 31,
1995 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 Cash Flows
(Unaudited)
From Inception
on February 19,
For the Three Months Ended 1985 Through
March 31, March 31,
_____________________
1995 1994 1995
_______ _______ ____________
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
discontinued operations $ - $ - $ (121,170)
Adjustment to reconcile loss
to net cash used by operating
activities:
Increase in accounts payable - - 13,243
_______ _______ ____________
Net Cash Used by
Operating Activities - - (107,927)
_______ _______ ____________
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
_______ _______ ____________
CASH FLOWS FROM
FINANCING ACTIVITIES
Contribution of cash by officers
to additional paid-in capital - - 500
Issuance of common stock - - 107,927
_______ _______ ____________
Net Cash Provided by
Financing Activities - - 108,427
_______ _______ ____________
INCREASE IN CASH - - 500
CASH AT BEGINNING OF PERIOD 500 - -
_______ _______ ____________
CASH AT END OF PERIOD $ 500 $ - $ 500
_______ _______ ____________
Supplemental Cash Flows
Information:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements
PAGE 8
<PAGE>
SHADOW WOOD CORPORATION
(Formerly Rattlesnake Gold, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 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
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 9
<PAGE>
SHADOW WOOD CORPORATION
(Formerly Rattlesnake Gold, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes
At March 31, 1995, the Company has net operating loss
carryforwards totaling approximately $118,000 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 chance the carryforward will
expire unused. Accordingly, the potential tax benefits of the
loss carryforward 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.
NOTE 3 - STOCK SPLIT
At a shareholders meeting held on June 5, 1995 the
Company completed a 1 of 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 10
<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 March 31,
1995 and December 31, 1994, the Registrant had total assets of
$500 and a stockholder's deficit of $12,743.
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 quarters ended March 31, 1995 and March 31,
1994. The Registrant had losses from discontinued operations of
$3,296 for the three months ended March 31, 1995, as compared to
no losses (or revenue) for the three months ended March 31, 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 11
<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 March 31, 1995.
PAGE 12
<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 March 31, 1995, no reports
on Form 8-K were filed by the Registrant.
PAGE 13
<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>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 13,243
<BONDS> 0
<COMMON> 389
0
0
<OTHER-SE> (13,132)
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
