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, 1996 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, 1996, and the
results of its operations and changes in its financial position
for the three months ended March 31, 1996, and March 31, 1995,
respectively, and from inception on February 19, 1985 through
March 31, 1996. 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
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(THIS PAGE LEFT INTENTIONALLY BLANK)
PAGE 3
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SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Balance Sheets
ASSETS
March 31, December 31,
1996 1995
___________ ___________
CURRENT ASSETS (Unaudited)
Cash $ - $ 415
__________ ___________
Total Current Assets - 415
__________ ___________
TOTAL ASSETS $ - $ 415
__________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $20,182 $ 10,588
_________ _________
Total Current Liabilities 20,182 10,588
_________ _________
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 117,637 116,637
Deficit accumulated during the
development stage (138,208) (127,199)
________ ________
Total Stockholders' Equity (Deficit) (20,182) (10,173)
________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ 415
________ _________
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,
__________________________ ___________
1996 1995 1996
_________ ___________ ___________
REVENUES $ - $ - $ -
_________ ____________ __________
EXPENSES - - -
LOSS FROM DISCONTINUED
OPERATIONS (11,009) (3,296) (138,208)
_________ ____________ __________
NET (LOSS) $(11,009) $ (3,296) $ (138,208)
_________ ____________ __________
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
Common Stock Additional During the
________________ 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
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SHADOW WOOD CORPORATION
(A Development Stage Company)
(Formerly Rattlesnake Gold, Inc.)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
________ _________ _________ __________
Balance, December 31,
1994 3,889,750 $ 389 $ 108,038 $(121,170)
Contribution of cash by
officers to the Company
(Note 3) - - 8,599 -
Net loss for the year
ended December 31, 1995 - - - (6,029)
________ ____ _______ _________
Balance, December 31,
1995 3,889,750 389 116,637 (127,199)
Expenses paid in the
Company's behalf by
shareholders - - 1,000 -
Net loss for the three
months ended
March 31, 1996 - - - (11,009)
________ ____ _______ _________
Balance, March 31,
1996 3,889,750 $389 $ 117,637 $(138,208)
________ ____ _______ _________
The accompanying notes are an integral part of these financial statements
PAGE 7
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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,
1996 1995 1996
_________ ________ ____________
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) from
discontinued operations $ (11,009) $ - $ (138,208)
Adjustment to reconcile loss
to net cash used by operating
activities:
Increase in accounts payable 9,594 - 20,182
_________ ________ ____________
Net Cash Used by
Operating Activities (1,415) - (118,026)
_________ ________ ____________
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
_________ ________ ____________
CASH FLOWS FROM
FINANCING ACTIVITIES
Contribution of cash by
officers to additional
paid-in capital 1,000 - 10,099
Issuance of common stock - - 107,927
_________ ________ ____________
Net Cash Provided by
Financing Activities 1,000 - 118,026
_________ ________ ____________
INCREASE IN CASH (415) - -
CASH AT BEGINNING OF PERIOD 415 500 -
_________ ________ ____________
CASH AT END OF PERIOD $ - $ 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, 1996 and 1995
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
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SHADOW WOOD CORPORATION
(Formerly Rattlesnake Gold, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
e. Provision for Taxes
At March 31, 1996, the Company has net operating
loss carryforwards totaling approximately $139,000
that may be offset against future taxable income
through 2011. 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.
In the interim, officers of the Company have
committed to meeting its minimal operating
expenses.
NOTE 3 - RELATED PARTY TRANSACTIONS
During 1996 and 1995, officers of the Company
contributed $1,000 and $8,599 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 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
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________________________________________________________________
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,
1996 and December 31, 1995, the Registrant had total assets of $0
and $415, respectively, and a stockholders' deficit of $20,182
and $10,173, respectively.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
As indicated above, the Company has had essentially no
operations since 1989. The Registrant had no operations, and no
revenue during the quarters ended March 31, 1996 and March 31,
1995. The Registrant had losses from discontinued operations of
$11,009 for the three months ended March 31, 1996, as compared to
losses from discontinued operations of $3,296 for the three
months ended March 31, 1995.
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
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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, 1996.
PAGE 12
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_______________________________________________________________
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, 1996,
no reports on Form 8-K were filed by
the Registrant.
PAGE 13
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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
PAGE 14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 20,182
<BONDS> 0
<COMMON> 389
0
0
<OTHER-SE> (20,571)
<TOTAL-LIABILITY-AND-EQUITY> 0
<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> (11,009)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,009)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
