U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
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. - 000-22524
REAL GOODS TRADING CORPORATION
(Exact name of small business issuer as specified in its charter)
California 68-0227324
(State or other jurisdiction (IRS Employer
incorporation or organization) Identification Number)
555 Leslie Street, Ukiah, California 95482
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (707) 468-9292
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock Pacific Stock Exchange
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the past 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
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB/A. [ ]
State issuer's revenues for its most recent fiscal
year. $15,432,000
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.
$6,500,386 as of May 23, 1996. The number of shares of
the issuer's Common Stock outstanding as of June 17, 1996
was 3,434,666.
Documents Incorporated by Reference
A portion of the Real Goods Trading Corporation's Proxy
Statement for the 1996 Annual Meeting of Shareowners to be filed
with the Commission on or before June 28, 1996 is incorporated
by reference into Part III, Items 9, 10, 11 and 12 of this Annual
Report on Form 10-KSB/A. With the exception of those portions
which are specifically incorporated by reference in this Annual
Report on Form 10KSB/A, the Real Goods Trading Corporation Proxy
Statement for the 1996 Annual Meeting of Shareowners is not to be
deemed filed as part of this report.
<PAGE>
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
Information with respect to this Item is incorporated by
reference to the information set forth under the headings
"General Information Regarding Directors and Executive Officers,"
"Professional Experience of Executive Officers and Directors" and
"Reports Required by Section 16(a)" under the section entitled
"BOARD OF DIRECTORS" in the Company's Proxy Statement for the
1996 Annual Meeting of Shareowners.
Item 10. EXECUTIVE COMPENSATION.
Information with respect to this Item is incorporated by
reference to the information set forth under the headings
"Remuneration of Directors," "Compensation of Executive Officers"
and "Employee Contracts, Employment Termination and Change-in-
Control Arrangements" under the section entitled "BOARD OF
DIRECTORS" in the Company's Proxy Statement for the 1996 Annual
Meeting of Shareowners.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information with respect to this Item is incorporated by
reference to the information set forth in the section entitled
"Security Ownership of Certain Beneficial Owners and Management"
in the Company's Proxy Statement for the 1996 Annual Meeting of
Shareowners.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information with respect to this Item is incorporated by
reference to the information set forth under the heading "Certain
Relationships and Related Transactions" under the section
entitled "BOARD OF DIRECTORS" in the Company's Proxy Statement
for the 1996 Annual Meeting of Shareowners.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 25 day of June, 1996.
Real Goods Trading Corporation
(Registrant)
/S/Donna Montag, Controller
Pursuant to the requirements of Rule 12b-5 of the Securities
Exchange Act of 1934, as amended, this report has been signed
below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.
Signature Title Date
/S/ Donna Montag Controller June 25, 1996
/S/ John Schaeffer President/CEO June 25, 1996
Chairman of the Board
