424B3 1 shadow.htm

Rule 424 (b)(3)
File No. 333-56046

PROSPECTUS

SHADOWS BEND DEVELOPMENT, INC.
551,942 Common Shares

We are registering for resale 551,942 shares to be offered by selling
security holders. Our shares are not listed on any national securities
exchange or the Nasdaq Stock Market. We have agreed to keep this prospectus
current for a maximum period of six months, or until all of the shares are
resold by the selling security holders, whichever shall first occur. The
maximum period for this prospectus may also be reduced with the consent of the
selling security holders who have not sold all of their shares at that time.
Offers and sales of these shares will cease upon the earlier of the events
listed.

The sale of the shares by the selling security holders may be effected
from time to time in transactions in the over-the-counter market or in
negotiated transactions or otherwise. The selling security holders may effect
these transactions by selling their shares directly to purchasers, through
broker-dealers acting as agents for the selling security holders or to
broker-dealers who may purchase the securities as principals and thereafter
sell the securities from time to time in the over-the-counter market, if any,
in negotiated transactions or otherwise.

Our shares are subject to Rule 15g-9 under the Exchange Act. That rule
imposes additional sales practice requirements on broker-dealers that sell
low-priced securities designated as "penny stocks" to persons other than
established customers and institutional accredited investors. The SEC's
regulations define a "penny stock" to be any equity security that has a market
price less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. Currently our stock is a penny
stock. For transactions covered by this rule, a broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale.

This Offering Is Highly Speculative and Involves Special Risks Concerning
the Company and its Business. See "Risk Factors" beginning on page 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is
a criminal offense.

August 9, 2001

TABLE OF CONTENTS

Page
PROSPECTUS SUMMARY 1
RISK FACTORS 2
We do not have firm arrangements for funding for construction or operation of
our first facility and do not have existing sources to secure this funding2
Our key management personnel, consisting of Michael W. Sciacchetano, Alvin
Gautreaux, and Michael Geissler, do not have employment agreements with us
and do not devote all their time to commencing the principal operations of our
company 3
Our financial statements for the year ended December 31, 2000, and the report
of the auditor of these financial statements, contain a going concern
paragraph 3
Our shares are covered by the Penny Stock Rule which could limit the liquidity
of our outstanding shares should a market for our stock be established in the
future 3
Medical breakthroughs or cures for Alzheimer's disease or other dementia
disorders could eliminate the need for the type of facilities we plan to
construct and operate 3
FORWARD LOOKING STATEMENTS 4
MANAGEMENT'S PLAN OF OPERATIONS 4
BUSINESS 6
PRINCIPAL SHAREHOLDERS 20
MANAGEMENT 21
CERTAIN TRANSACTIONS 23
MARKET INFORMATION 24
SHARES ELIGIBLE FOR FUTURE SALE 25
SELLING SECURITY HOLDERS 26
PLAN OF DISTRIBUTION 27
DESCRIPTION OF SECURITIES 28
DIVIDEND POLICY 28
LEGAL MATTERS 28
EXPERTS 28
FINANCIAL STATEMENTS 29

PROSPECTUS SUMMARY

Our Company

We are a startup company. We have acquired approximately six acres of
land in Baton Rouge, Louisiana, on which we intend to construct and operate a
36-bed resident care facility for persons afflicted with Alzheimer's or other
related dementia diseases.

Our principal executive offices are located at 200 Lafayette Street,
Suite 750, Baton Rouge, LA 70801, and our telephone number at these offices is
(225) 343-7811.

The Offering

Securities offered 551,942 shares are being offered for resale by three of our
shareholders, namely Howard M. Oveson, who is offering to sell 548,192 shares,
the estate of Frank A. Morbeck, which is offering to sell 2,500, and Marilyn
White, who is offering to sell 1,250 shares. The reason for this offering is
that the selling shareholders may only resell their shares through a
registered offering since they were acquired when we were a blank check
company.
Shares outstanding at
February 20, 2001 10,000,578; no additional shares will be issued by us in this
offering.

Proceeds from the offering We will not realize any proceeds from the sale of
shares by the selling security holders in this offering

Expenses of the offering The expenses of this offering are estimated to be
approximately $35,000. One of the selling stockholders has agreed to pay the
state and federal registration fees, legal fees, edgarizing and printing
costs, and the transfer agents fees, which are estimated to be $24,938 of the
total estimated costs.

Risk Factors This offering is subject to the following risk factors:

- we do not have the approximately $3 million needed to commence
construction of our first facility and we do not currently have sources for
this funding;

- we do not have a specific timetable within which we will begin
construction;

- we anticipate incurring operating and net losses for the
foreseeable future;

- we have an accumulated deficit at March 31, 2001, of ($103,759);

- our financial statements contain a going concern opinion; and

- there is no market for our stock.

The following summary financial information has been derived from our
consolidated financial statements which appear later in this prospectus and
should be read in conjunction with those consolidated financial statements and
related notes.

For the Three For the year
Months Ended ended December 31
March 31, 2001 2000
(Unaudited)
Consolidated Statement
of Operations Data:

Revenues $-- $--
Total expenses 8,234 95,525
Net loss (8,234) (95,525)
Loss per share Nil (0.03)

Consolidated Balance Sheet Data:

Current assets -- $1,051
Total assets 1,050,000 1,051,051
Current liabilities 87,559 80,376
Stockholders' equity 662,414 670,675

RISK FACTORS

- We do not have firm arrangements for funding for construction or
operation of our first facility and do not have existing sources to secure
this funding.

We estimate that the cost to construct and furnish our first facility will be
approximately $3,063,876 and that to operate the facility for the first twelve
months we will need approximately $847,536. Without these funds we cannot
commence our principal operations. We have no assurances from, or binding
agreements with, anyone that they will furnish this funding to us.

- Our key management personnel, consisting of Michael W. Sciacchetano,
Alvin Gautreaux, and Michael Geissler, do not have employment agreements with
us and do not devote all their time to commencing the principal operations of
our company.

We are significantly dependent upon the services of our present management to
obtain the necessary funding to commence our business operations, none of whom
have employment agreements or other contracts which would prevent them from
competing with us if they decided to leave our company. Without these
persons, it would be extremely difficult, if not impossible, to complete and
operate the first facility, and to construct and operate future facilities.
Also, because we do not have sufficient operating funds, they each have other
employment commitments which prevent them from devoting their full time to our
company. When principal operations commence, we anticipate that each of our
key management personnel will devote substantially his full-time efforts to
our company.

- Our financial statements for the year ended December 31, 2000, and the
report of the auditor of these financial statements, contain a going concern
paragraph.

For the year ended December 31, 2000, we sustained losses of ($95,525) and
current liabilities exceeded current assets by $79,325. Most of these losses
are due to the startup costs of our business. There is no assurance that we
will be able to continue as a going concern without additional funds to
construct and operate the first facility until it is profitable, if it ever
does become profitable, of which there is no assurance.

- Our shares are covered by the Penny Stock Rule which could limit the
liquidity of our outstanding shares should a market for our stock be
established in the future.

Our shares are subject to Rule 15g-9 under the Exchange Act, which may affect
the ability of broker-dealers to sell our shares and may affect the ability
of holders to sell their shares in the secondary market. That rule imposes
additional sales practice requirements on broker-dealers that sell low-priced
securities designated as "penny stocks" to persons other than established
customers and institutional accredited investors. The SEC's regulations
define a "penny stock" to be any equity security that has a market price less
than $5.00 per share, subject to certain exceptions. Initially our stock will
be a penny stock. We cannot assure you that our shares will ever qualify for
exemption from these restrictions. For transactions covered by this rule, a
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale.

- Medical breakthroughs or cures for Alzheimer's disease or other dementia
disorders could eliminate the need for the type of facilities we plan to
construct and operate.

Medical science is actively working on a cure for Alzheimer's disease and
other dementia disorders. If science were to discover a cure or develop drugs
which could prevent these disorders, the need for the services which we intend
to provide would be largely unneeded and our ability to continue as a business
would be jeopardized. Since our proposed facilities are designed specifically
for persons with these types of disorders, it would be difficult and very
costly to convert the facilities for persons with other disorders which might
be delivered in a skilled nursing or other facility for the elderly or
incompetent.

FORWARD LOOKING STATEMENTS

This prospectus contains statements that plan for or anticipate the
future. Forward-looking statements include statements about the future of
operations involving the construction and management of facilities for persons
afflicted with Alzheimer's or other related dementia diseases, statements
about our future business plans and strategies, and most other statements that
are not historical in nature. In this prospectus forward-looking statements
are generally identified by the words "anticipate," "plan," "believe,"
"expect," "estimate," and the like. Although we believe that any
forward-looking statements we make in this prospectus are reasonable, because
forward-looking statements involve future risks and uncertainties, there are
factors that could cause actual results to differ materially from those
expressed or implied. In light of the significant uncertainties inherent
in the forward-looking statements made in this prospectus, particularly in
view of our early stage of operations, the inclusion of this information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved.

The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to this offering.

MANAGEMENT'S PLAN OF OPERATIONS

We are currently in a start-up phase and we have no material amount of
funds from which we can satisfy any cash requirements to commence operations.
Our financial statements and the report of our independent auditor contain a
going concern paragraph. This means that because we have had little or no
operations to date, and because we have little or no tangible assets or
financial resources, and have incurred losses since inception, there is
substantial doubt about our ability to continue as a going concern. Prior to
commencing operations, we anticipate that any cash requirements will be
satisfied through cash advances to the company by Mr. Sciacchetano, an
officer, director, and principal shareholder. He has agreed to furnish up to
$10,000 for our cash requirements over the next twelve months. These advances
will bear interest at 8% per annum and principal and interest will be due one
year from the date of the advance. We anticipate that our expenses prior to
commencing principal operations will be limited to legal and accounting fees,
and edgarizing costs, in connection with periodic reporting requirements with
the SEC and property taxes on the land, all of which we do not expect to
exceed $10,000 in the next twelve months. We anticipate the need to raise
funds, either by borrowing the funds or through equity financing, in order to
commence principal operations.

We have financed our start-up phase thus far through loans to the
company. In April of 2000 Shadows Bend Court, Inc., which is now our wholly
owned subsidiary, borrowed $150,000 from Randal Gomez. This loan is due on or
before January 1, 2003. No interest is due on the note, but we have agreed to
issue 90,000 shares with the repayment of the principal. In November of 2000
we borrowed another $150,000 from Thomas H. Normile, one of our shareholders.
This note is secured by our real property. In December 2000 we borrowed
$50,000 from Three Oaks Manor, Inc., an entity controlled by Michael
Sciacchetano, an officer, director, and principal shareholder of our company.
The full amount of these funds was paid to Randal Gomez to repay a portion of
the loan of $150,000 from him to us in April 2000. Principal and service fees
of $15,000 to Mr. Normile and $10,000 to Three Oaks Manor, Inc. are due on or
before January 2, 2003. We have no agreement or arrangement for future
funding from these or any other sources.

We have acquired the land upon which we intend to construct our first
Alzheimer's facility and are in the process of completing the architectural
plans for the facility. We estimate that the cost of construction and
furnishing of the facility will be approximately $3,063,871 and operating the
facility for twelve months will be approximately $847,536.

We expect that any additional facilities constructed by us will require
similar funding. In addition, the cost of land for any future facility could
cost between $200,000 and $400,000, depending upon the location. We may
attempt to secure the land in trade for stock of our company, but there is no
assurance that we could negotiate a transaction in this manner. We are also
unable to estimate the number of shares which would be involved in this type
of exchange.

We presently do not have funds to commence construction of the initial
facility. We are currently negotiating for the financing of the initial and
up to two additional facilities. However, we have not entered into any
binding arrangements or agreements to secure this funding. There is no
assurance that we will be able to secure the funding, or that if the funding
is made available to us, that we would be able to obtain it at rates and upon
terms which would be adequate to commence construction and operations.

We also plan to establish a trading market for our outstanding stock. If
we are able to accomplish this, of which there is no assurance, we may seek
equity funding for the first or future facilities through the sale of our
stock in either public or non-public offerings. We have contacted a potential
underwriter for this funding for the initial and up to two additional
facilities, but have not entered into any agreements or arrangements to offer
and sell our shares in these types of offerings.

If we are unable to secure funding through an equity offering for our
first facility in Baton Rouge, Louisiana, we believe we would be able to
secure conventional financing through a lending institution. We believe HUD
financing would provide up to 90% of the construction and operating costs for
approximately eight months. Conventional financing would provide up to 80% of
the construction costs and approximately twelve months of operating funds. We
believe we could secure the balance of the funds necessary for the
construction and operating costs from the liquidation of the balance of our
undeveloped real property not required for the first facility.

If we are able to secure funding for our first facility, we anticipate
hiring approximately 25 employees to staff the facility. For each additional
facility we are able to construct, we anticipate hiring a similar number of
new employees.

If we are unable to secure funding from any source, we will not be able
to commence our principal operations.

BUSINESS

Our History and Background

Our company was incorporated under the laws of the State of Idaho on May
25, 1967, for the primary purpose of exploring for commercial silver and zinc
deposits. The original name of the company was "Silver Beaver Mining Co.,
Inc." The company had owned various unpatented mining claims near Couer d'
Alene, Idaho from 1967 until the last mining claim was abandoned in 1997. The
claims were abandoned because the company did not have adequate working
capital in order to pay the annual maintenance fee of $100 per mining claim to
the U.S. Bureau of Land Management.

On May 6, 1998, the shareholders authorized the following matters:

- A change of domicile of the Idaho corporation to the State of
Nevada by means of merger with and into a Nevada corporation formed for this
purpose. The articles of merger became effective June 30, 1998. The Nevada
company was incorporated on June 2, 1998, under the name "Silver Beaver Mining
Company, Inc."

- A reverse split of the 5,000,000 outstanding shares of common stock
at the rate of one share for each four shares outstanding, which means that
each four shares of stock outstanding immediately prior to the effective date
of the reverse split were decreased to one share after the split. The reverse
split reduced the number of outstanding shares to 1,251,302 and was effective
the close of business May 6, 1998.

- An amendment to the sixth article of the articles of incorporation
to increase the number of authorized shares of common stock to 50,000,000 and
to reduce the par value to $.001.

- A change to the second article of the articles of incorporation
changing the purpose of the company to allow it to conduct operations other
than in the mining industry.

In August 1998 we issued 2,000,000 post-reverse split shares of common
stock for the settlement of debt for $5,643 advanced to us by Milagro
Holdings, Inc., a corporation controlled by Howard M. Oveson, one of the
selling stockholders in this offering, which funds were used for our
operations. This action increased the number of outstanding shares to
3,251,302.

In April 2000 we again reverse split the outstanding shares of common
stock at the rate of one share for each four shares outstanding, which means
that each four shares of stock outstanding immediately prior to the effective
date of the reverse split were decreased to one share after the split. The
reverse stock split was effective on April 27, 2000. As a result of the
reverse stock split, the 3,251,302 outstanding shares were reduced to 813,404
shares. We also changed the name of the company to "Shadows Bend Development,
Inc." effective June 2, 2000, in contemplation of a proposed transaction with
a Louisiana corporation.

On or about August 4, 2000, we entered into an agreement with Shadows
Bend Development, Inc., a privately-held Louisiana corporation, and the
shareholders of this entity. At the time the agreement was entered into, the
Louisiana corporation had purchased the land upon which it intended to
construct its first Alzheimer's facility, but it had not commenced its
principal operations to construct and operate an Alzheimer's facility. The
agreement provided that on the closing date the shareholders of the Louisiana
corporation would exchange all of their shares, which in the aggregate totaled
9,187,174 shares, for 9,187,174 post-reverse split shares of our company, such
that the Louisiana corporation would become a wholly owned subsidiary and the
shareholders of the Louisiana corporation would own approximately 92% of the
outstanding stock of our company. Management of the Louisiana corporation
believed at the time that the reverse acquisition of the publicly held corporati
on would provide the Louisiana corporation the opportunity to create a public
market for its stock, thus providing liquidity to the shareholders of the
Louisiana corporation, and, if a public trading market for the stock were to
be established, management could more easily persuade underwriters to raise
funds for the company's Alzheimer's projects. The closing of the
reorganization agreement was held on October 13, 2000. As a result of the
closing of the reorganization agreement, old management resigned in favor of
the current directors and officers who were designated by the Louisiana
corporation. In connection with the transaction, the Louisiana corporation
paid a finder's fee of $150,000 to Milagro Holdings, Inc., an entity
controlled by Howard M. Oveson, a principal shareholder of the publicly held
company prior to closing, and a finder's fee of $100,000 to Spectrum
Financial, Inc.

Unless otherwise indicated, all references in this prospectus to our
outstanding shares give effect to both previous stock splits.

History of the Louisiana Corporation

The Louisiana company was incorporated under the laws of the State of
Louisiana on January 20, 2000, under the name "Shadows Bend Development, Inc."
and is authorized to engage in any lawful business activity in which
corporations formed in this state may engage, either for its own account or
for others as agent. The Louisiana corporation changed its name to "Shadows
Bend Court, Inc." on January 2, 2001.

In July 2000 the Louisiana company acquired all of the ownership
interests in Diamond Holding, L.L.C., a Louisiana limited liability company
which owned the property on which we intend to construct our first facility in
Baton Rouge, Louisiana. Palisade Properties, Inc. had originally sold the
land to the Diamond Holding, LLC in return for 84% of the membership interest
in the limited liability company. The Louisiana company issued approximately
45.72% of its outstanding stock pro rata to the members of the limited
liability company which is now wholly owned by the Louisiana corporation.
These members consisted of Palisade Properties, Inc., a corporation controlled
by Adolph and Leonard LaPlace, Thomas H. Normile, and Capital Resource
Holding, L.L.C., a limited liability company controlled by J. Byron Bienvenu.
Each of these persons exchanged their shares in the Louisiana corporation on a
one-for-one basis for shares of our company in the reverse acquisition in
October 2000. The total purchase price for Diamond consisted of the stock of
the Louisiana corporation. Diamond had no other business other than the land
which it owned and sold to the Louisiana corporation. No other assets were
acquired from Diamond and no liabilities were assumed. There were no
contingent payments in connection with the purchase of Diamond.

Proposed Business Operations, Services, and Facilities

Overview

We intend to provide assisted living and related services to the private
pay market for persons suffering from Alzheimer's or related dementia
diseases. We do not intend to accept any Medicare or insurance-dependent
patients. The specialty care facilities will combine housing, personalized
support and healthcare services in what we believe will be a cost-effective,
non-institutional setting designed to address the individual needs of the
persons with Alzheimer's or related dementia diseases who need regular
assistance with activities of daily living, such as eating, bathing, dressing
and personal hygiene, but who do not require the level of healthcare provided
in a skilled nursing facility. Our facilities will differ from typical
assisted living facilities in that our facilities will be specialized to care
only for those persons with Alzheimer's or related dementia diseases.

Dementia, including Alzheimer's disease, is an incurable disorder of the
brain in which there is a progressive loss of memory and other intellectual
functions. As the disorder progresses, the person becomes increasingly
confused, incapable of sensible conversation, unaware of surroundings, and
generally incapacitated. Alzheimer's disease is responsible for approximately
80 percent of dementia cases. There is no known cause of Alzheimer's disease.

Symptoms of dementia include the initial gradual loss of memory,
especially short-term memory. After weeks or months, powers of reasoning and
understanding dwindle. There may also be a loss of interest in all familiar
pursuits and activities. Ultimately, there will be a complete disintegration
of the personality. The disorder is often evidenced in emotional and physical
instability. Odd, unpredictable quirks in behavior are often manifest, as are
uninhibited and antisocial behavior. Personal cleanliness is sometimes
neglected and normal politeness abandoned. Some may even become violent. In
advanced stages of the disorder, persons suffer from stiffness of the muscles
and slowness and awkwardness in all movements. Toward the end persons
suffering from dementia may lose all ability to perceive, think, speak, or
move.

As a result of the dementia disorder, there is a risk of the person
living alone. Because of forgetfulness and a decreased ability to
concentrate, there is an increased risk of fires, falls, and other accidents.
Mental confusion may also result in persons wandering away from home and being
unable to find their way back or describe to others where they live. Without
supervision they may eat poorly and neglect personal hygiene. Care for
persons suffering from dementia disorders may range from outside day-care for
initial stages of the disorder, to some form of assisted living and constant
care for later stages, to skilled and constant care in a nursing facility for
the final stages.

Our objective is to become a leading provider of high-quality, affordable
assisted living services for the person suffering from Alzheimer's disease or
other forms of dementia similar to Alzheimer's disease. Key elements of our
strategy to achieve this goal are to:

- provide specialized care in an environment designed to meet the
specific needs of residents suffering from different forms of dementia such as
Alzheimer's disease;

- grow through development of our own, or the acquisition of
existing, specialty residential care facilities;

- provide care and assistance in home-like accommodations that we
believe would be more cost efficient than traditional facilities such as
nursing homes; and

- target our services to the segment of the private-pay population
whose relatives suffer from Alzheimer's disease.

In general, assisted living is quickly emerging as an important component
in the continuum of care within the healthcare delivery system and can be
viewed as falling in the middle of the elder care continuum, with home-based
care on one end and skilled nursing facilities and acute care hospitals on the
other. It is a cost-effective setting for the elderly who do not require the
higher level of medical care provided by skilled nursing facilities but cannot
live independently because of physical frailties or cognitive impairments.
Assisted living facilities generally combine housing, personalized support
services and healthcare in a non-institutional setting designed to address the
individual needs of the elderly who need regular assistance with certain
activities of daily living.

We believe our approach to the development of facilities for persons
suffering from Alzheimer's disease differs from that of many other operators
of assisted living facilities. Unlike the existing assisted living or nursing
home operators which may dedicate a few beds or a wing of their facilities to
these type of residents, our facilities will be dedicated solely to the
Alzheimer's resident in a facility designed to accommodate the special needs
of the Alzheimer's resident, with a staff trained to deal exclusively with the
unique needs of the Alzheimer's resident. Unlike a patient with physical
limitations that require specialized monitoring, many Alzheimer's sufferers
are physically normal and require less attention to physical ailments.
Rather, they require attention to their mental and emotional needs and
protection from leaving the facility and losing their way. Many facilities
treat these issues by locking down the patients in their rooms or in small
units to restrict their movements. With a facility dedicated solely to these
type of residents, the layout can be designed to provide them the maximum
amount of movement, both indoors and outside, without unduly restricting their
movements.

Industry Background

The assisted living industry is highly fragmented and characterized by
numerous small operators whose scope of services vary widely from small "board
and care" facilities (generally 12 or fewer residents) with little or no
services to large facilities offering a full array of personal care services.
In comparison to the nursing home and other healthcare industries, the
assisted living industry is currently subject to little government
regulation. We do not believe there are any other public companies which
provide specialized care facilities solely for Alzheimer's residents similar
to those which we propose to construct and operate. There are companies which
dedicate a wing or a portion of their facilities to Alzheimer's patients, but
none of which we are aware for which Alzheimer's patients are their core
segment. We intend to dedicate our facilities solely to the care of Alzheimer
residents, and others suffering of dementia related diseases.

We believe that assisted living, particularly for Alzheimer's sufferers,
is one of the fastest growing segments of elder care, benefitting from the
following significant trends:

Increasing Number of Alzheimer's Patients. According to the Alzheimer's
Association, the largest national voluntary health organization dedicated to
Alzheimer's disease, approximately 4,000,000 Americans currently have the
disorder and it is estimated that 14,000,000 will suffer from the disorder by
2050. One in ten persons over 65, and nearly half of those over 85, have
Alzheimer's disease. A person with Alzheimer's lives an average of eight
years and as many as 20 years or more from the onset of symptoms. More than
seven out of ten people with Alzheimer's disease live at home and almost 75%
of home care is provided by families.

Changing Family Role. Historically, the family has been the primary
provider of care to the elderly, including those who were traditionally
diagnosed as being senile. We believe, however, that the increased percentage
of women in the workforce, the growing number of two income families and the
increased mobility of society are reducing the family's role as the
traditional caregiver for these persons, which will make it necessary for many
to look outside the family for assistance in providing care to the elderly and
particularly those who suffer from Alzheimer's disease.

Consumer Preference. We believe that assisted living is increasingly
becoming the setting preferred by families in which to care for the elderly,
especially those suffering from Alzheimer's disease. Assisted living offers
residents greater independence and allows them to live in a residential
setting, which we believe results in a higher quality of life than that
experienced in more institutional or clinical settings, such as skilled
nursing facilities.

Cost-Containment Pressures. In response to rapidly rising healthcare
costs, both governmental and private-pay sources have adopted cost-containment
measures that have reduced admissions and encouraged reduced lengths of stays
in hospitals and skilled nursing facilities. As a result, hospitals are
referring Alzheimer's patients to skilled nursing facilities where the cost of
providing care is lower, and skilled nursing facility operators continue to
focus on expanding services to higher acuity patients. As a result, the
supply of skilled nursing facility beds is increasingly being filled by
patients with higher acuity needs paying higher fees, leaving little excess
capacity for seniors needing a lower level of care. We believe that this
trend creates a significant opportunity for assisted living facilities in
general, and specifically the type of specialty facilities we intend to
construct and operate for Alzheimer's residents, as states, as well as
long-term care insurance companies and managed care companies, are
increasingly focusing on assisted living as a cost-effective alternative to
skilled nursing facilities. The average cost for Alzheimer's residents is
between $42,000 and $70,000 per year for skilled nursing facilities. Based
upon the prior experience of management in operating facilities for
Alzheimer's residents, we estimate that the cost for our facilities will range
from approximately $34,000 to $46,000 per year, depending upon the level of
care required and the amount of personal supplies used by a patient. We
believe we will be able to provide lower cost of care for residents because we
do not intend to be a "skilled care facility" which would also supply nursing
care. Our facilities would only provide care to ambulatory residents that
have a certain level of functioning. Once past this level of functioning,
they would be referred to a skilled nursing facility for medical treatment.

Business Strategy

Our objective is to become a leading provider of services for Alzheimer's
residents at facilities specifically designed and operated for them. Key
elements of our strategy to achieve this goal include the following:

Provide High-Quality Care Specialized for the Alzheimer's Residents.
Each specialty care facility constructed and operated by us will include
services designed especially for those suffering from Alzheimer's disease and
other forms of dementia. These services include varying levels of care
depending upon the needs of the resident, from supervised independence,
minimal assistance, moderate assistance, extensive assistance, to total
assistance. Services will include cognitive therapy, personal supplies,
special transportation for doctors' checkups or other appointments, and
special recreational outings. When a resident becomes non-ambulatory, or in
other words when he or she becomes bedridden, the resident would be
transferred to a skilled nursing or other appropriate care facility operated
by unrelated providers. Each specialized care facility will also include a
staff specifically formatted for the Alzheimer's resident. It is anticipated
that each facility will include the following staff members:

- Administrator Social Worker. This person would have overall
responsibility for resident care, programming, and daily operation of the
facility, including supervising the staff. He or she would also provide
social support services to residents and their families, including
facilitating Alzheimer's disease support groups.

- Administrative Assistant. This person would provide secretarial
and administrative support to facilitate smooth operation of the facility. He
or she would also act as receptionist for the facility.

- Licensed Practitioner Nurse. This person would coordinate the
delivery of care to the residents and supervise the health and health-related
care to them. He or she would also coordinate care of each resident with that
person's physician. This person would also act as the care supervisor when
needed.

- Care Supervisor. This person would be responsible for identifying
and monitoring resident care needs and supervising care attendants. He or she
would also assist with the resident care and programing, as needed, and
monitor and promote resident safety.

- Care Attendant. This person would provide assistance to residents
with personal hygiene and provide both planned and spontaneous activities for
the residents. He or she would also assist with the facility operational
needs such as food services or laundry.

- Activities Director. This person would design and implement
activity programs for the residents and coordinate care attendant involvement
in activity programs.

- Cook. This person would prepare and serve food to the residents
and staff.

- Housekeeper. This person would provide housekeeping services for
the resident and staff quarters.

- Maintenance Staff. This person would be responsible for the upkeep
and repair of the facilities and grounds.
We intend to hire persons with existing training of core requirements,
including mental health awareness programs and coping skills of individuals
with psychiatric problems. If the proposed employee has not received any
basic training, we will provide training programs for treatment of persons
suffering from Alzheimer's or other dementia related diseases.

Utilize Cost-Effective Development Approach. We believe that our
development approach will allow us to cost-effectively develop the specialty
care facilities. We have developed a standard prototype building design for a
thirty-six bed facility. We believe the use of the prototype design will
offer many advantages to the development process, including better
construction quality control, lower architectural and engineering fees, and
faster development and construction schedules.

Target Broad Segment of Private-Pay Population. Our target markets are
generally major cities, particularly properties adjacent to or near large
hospitals. The target population in these markets would be private-pay
residents with annual incomes of at least $50,000, or whose families have
annual incomes of at least that amount. This mass-market approach enables us
to evaluate a multitude of markets and be selective in acquiring and
developing properties. We believe this approach allows us to appeal to a
large segment of the population, namely the middle to upper-middle income
group. We believe that by targeting this population segment, we would be
well-positioned to achieve and sustain high occupancy rates.

Seek Existing Facilities Adaptable to Our Plan. In addition to
constructing and operating our own facilities, we intend to seek existing
facilities to purchase and manage. Management has extensive contacts in the
assisted living and healthcare industries, and we are frequently presented
with opportunities to acquire, develop or manage assisted living facilities.
We expect that if we are able to generate an established trading market for
our stock, we would be able to acquire additional facilities in part for
shares of our common stock, or other equity arrangements. We would seek these
facilities generally if they could be adapted to the model created for the
facilities we construct and own.

Development and Acquisition

We intend to target areas where there is a need for specialty care
facilities based on demographics and market studies. In selecting potential
geographic markets for facilities, we intend to utilize individual market
studies which consider factors such as population, income levels, economic
climate and competitive environment. We intend to generally seek to select
specialty care facility locations that can be located in major cities or
suburbs of major cities; have residents who generally enjoy mid-level or upper
incomes compared to incomes generally realized in the region; have a
regulatory climate that we consider favorable toward development; and are
established and economically stable compared to newer, faster-growing areas.
We believe that locations with these characteristics generally have a
receptive population of families with Alzheimer's sufferers who desire and can
afford the services offered in our specialty care facilities.

Development. Provided that we can secure the necessary funding, of which
there is no assurance, we intend to construct a minimum of ten specialty care
facilities in the initial phase within the next three years. Thereafter we
plan to construct a maximum of three facilities per year. We have purchased
the land for our first facility and are seeking funding to commence
construction. We intend to maintain control over the entire development
process by retaining authority for site selection, prototype design, pricing,
development and construction schedules, and quality of workmanship.

The principal stages in the development process are site selection and
contract signing; zoning and site plan approval; architectural planning and
design; construction and licensure; and hiring of staff. We anticipate that
once a market has been identified, site selection and contract signing would
typically take thirty days. Zoning and site plan approval would generally
take from two to six months. We anticipate that facility construction would
generally take from eight to ten months. We expect that the use of prototype
facilities will facilitate architectural planning and design. After a
facility receives a certificate of occupancy and appropriate licenses,
residents would usually begin to move in immediately. We intend to begin
filing the necessary staff positions so that adequate staffing would be
available approximately four weeks before the facility opens. We anticipate
that the total capitalized cost to develop, construct and open a thirty-six
bed prototype facility, including land acquisition and construction costs,
would be approximately $3,263,876 per facility, although the cost of any
particular facility may vary considerably based on a variety of site-specific
factors.

Acquisition. We may also seek to acquire individual or groups of
assisted living facilities from smaller owners and operators in our targeted
markets. In evaluating possible acquisitions, we intend to consider the
location, construction quality, condition and design of the facility; the
ability to adapt the facility to our model of care for Alzheimer's residents;
the current and projected cash flow of the facility; and the ability to
acquire the facility below replacement cost or in a transaction which in whole
or in part uses our equity securities. Our management has extensive contacts
in the senior housing and healthcare industries.

Although we intend to focus our efforts primarily on the construction of
our own facilities, or the outright purchase of existing facilities, we may in
certain cases also target additional third-party management contracts as an
interim step to acquisition of facilities. Under a typical management
agreement, we would receive a percentage of the gross operating revenues of
the facility and negotiate a right of first refusal or other arrangement to
acquire the facility.

Services

Our specialty care facilities would offer residents a supportive,
"home-like" setting and assistance with activities of daily living. Residents
of our facilities would typically be unable to live alone, but would not
require the 24-hour nursing care provided in skilled nursing facilities.
Services provided to our residents would be designed to respond to their
individual needs and to improve their quality of life. The services would be
available 24 hours a day to meet resident needs, and generally would include
three meals per day, housekeeping and groundskeeping and building maintenance
services. Available support services would include nursing care and
health-related services, social and recreational services, transportation and
special services, such as doctor visits. Personal services would include
bathing, dressing, personal hygiene, grooming, beautician services, ambulating
and eating assistance. Health-related services, which would be made available
through outside sources and provided according to the resident's individual
needs and in accordance with state regulatory requirements, may include
assistance with medication, skin care and injections, as well as healthcare
monitoring. By providing programs that are designed to offer residents a
range of service options as their needs change, we intend to achieve greater
continuity of care, enabling Alzheimer's residents more stability and thereby
maintain their residency for a longer time period.

We have categorized our services into five levels of treatment, ranging
from the beginning stages of Alzheimer's patients to the total assistance
required in the final stages of the disease. Added to the basic cost would be
any personal supplies used by the patient during the month. The cost for a
particular patient would be established beginning with the initial evaluation
and thereafter would be based upon a monthly evaluation to determine the level
of care required for the patient. The following table sets forth the
currently proposed monthly costs to the patients for providing these levels of
service:
Estimated
Stage Services Monthly Cost
Beginning Supervised independence $2,750
2nd Minimal assistance $2,950
3rd Moderate assistance $3,450
4th Extensive assistance $3,550
5th Total assistance $3,660

- Supervised independence represents a component of care that is in
the early or beginning stages of the disease and requires that staff members
only supervise the patient's activities. This level still allows the patient
independence and the ability to function, even though he is not able to be
completely self supporting.

- The minimal assistance level represents the continued pattern of
the loss of cognitive ability as well as some signs of needing assistance, at
times, with the various activities of daily living.

- The moderate assistance level is the stage at which patterns of
cognitive ability continue to decrease and the level of care increases because
the patient is beginning to become more dependent upon staff members in order
to function.

- The extensive assistance level requires major assistance from staff
members to include feeding, bathroom assistance, medication administration,
extensive care with daily living activities, and constant supervision. This
level of Alzheimer's patient can perform very little on his own.

- The total assistance level requires complete assistance from staff
members. The Alzheimer's patient, in most cases, would require total
lock-down to avoid injury to himself or others and could not perform any
duties on his own. He would require 24 hour supervision.

Clinical Assessment. Each resident would be clinically assessed upon
admission to determine his or her health status, including functional
abilities, need for personal care services and assistance with the activities
of daily living, as well as likes and dislikes. The goal of the clinical
assessment would be to determine the care needs of residents as well as their
lifestyle preferences. A current physician's report would also be utilized to
further ascertain the health status and needs of the resident. From these
assessments a plan of care will be developed for each resident to help ensure
that all staff who render care and services will meet the specific needs and
preferences of each resident. Residents would be reassessed periodically and
if there were a significant change in a resident's condition, staff would be
sure the care plan reflects their current needs. The care plan, as the
document which reflects the needs of the resident, would be the basis for
determining the monthly charges for care and services.

Healthcare Services. We intend to foster wellness by offering or
coordinating health screenings such as blood pressure checks, periodic special
services such as influenza inoculations, chronic disease management, such as
diabetes with its attendant blood glucose monitoring, dietary and similar
programs as well as ongoing exercise and fitness classes. Regulations differ
by state regarding the type of care that can be rendered as well as the
personnel allowed to provide this type of care. We intend to utilize licensed
nurses, certified and/or trained staff to meet the healthcare needs of our
residents. The facility team leader or a care supervisor or administrative
assistant, would observe and intervene as the health status of residents
change, and provide assistance and care to enable residents to perform the
activities of daily living, such as dressing, bathing, grooming, toileting,
ambulating and the like. Residents who are incontinent, convalescing,
nonambulatory, diabetic, oxygen dependent or similarly dependent will be cared
for where allowed by law. Dietary programs, nutritional support and special
retraining programs will also be offered at the specialty care facilities.
Our facilities will also coordinate outside rehabilitation services, including
physical therapy, speech and language therapy, audiology, pharmacy and
physician services, as well as podiatry, dentistry and other professional
services. These specialized healthcare services will generally be provided to
the residents by third-party providers, who are reimbursed by the resident or
a third-party payor or, in certain cases, by the staff of the facility where
permitted by state law. Our facilities will also provide transportation
services for residents to visit physicians and other professionals in the
surrounding areas.

Programing. Our facilities will enable residents to receive the
specialized care they require with a minimum of disruption and will allow
residents the freedom to ambulate as they wish while keeping them safely
contained within an alarmed area. Programming will keep the residents
channeled into meaningful activity throughout the day. Special nutritional
programs will be used to help assure caloric intake is maintained in residents
whose constant movement increases their caloric expenditure. Family support
groups would meet regularly with the families of these residents.

Sources of Revenue

We expect to rely primarily on our residents' ability to pay our charges
from their own or familial resources. Although care in a specialty facility
such as ours is typically less expensive than in a skilled nursing facility,
we believe generally only seniors with income or assets meeting or exceeding
the regional median will be able to afford to reside in our facilities.
Inflation or other circumstances that adversely affect seniors' ability to pay
for services such as those proposed to be provided by us could have an adverse
effect on our business or operations. Furthermore, the federal government
does not currently provide any reimbursement for the type of assisted living
services which we intend to provide. Although some states have reimbursement
programs in place, in many cases the level of reimbursement is insufficient to
cover the costs of delivering the level of care that we intend to provide. We
anticipate that all of the revenues from the proposed facilities will be
derived from private-pay sources.

Insurance

Prior to commencing principal operations we intend to obtain general
liability, professional liability, workers' compensation comprehensive
property damage and other insurance coverages that management considers
adequate for the protection of our assets and operations based on the nature
and risks of our business, historical experience and industry standards.
There can be no assurance, however, that the coverage limits of these types of
policies will be adequate or that insurance will be available to us on
commercially reasonable terms. A successful claim against us not covered by,
or in excess of, our insurance coverage could have a material adverse effect
on us. Claims against us, regardless of their merit or eventual outcome,
could also have a material adverse effect on our business and reputation, may
lead to increased insurance premiums and may require our management to devote
time and attention to matters unrelated to normal business operations.

Facilities

We intend to develop the specialty care facilities consisting of
thirty-six beds in twenty-four private rooms and six semi-private rooms. Each
facility would consist of an aggregate of approximately 21,450 square feet,
which would be located on sites typically ranging from two to 3.5 acres.
Private unit size is expected to be approximately 300 square feet and the
semi-private unit 500 square feet. Each facility would be self-contained and
would include staff, administrative, and mechanical facilities; kitchen and
laundry facilities; activity, entertainment, and craft rooms; living and
dining rooms; secure courtyards and outdoor activity space; and a great room
for larger group activities. We estimate that the development cost of most of
our specialty care facilities would generally range from approximately
$3,200,000 to $3,500,000 per facility, depending on local variations in land
and construction costs. We estimate that it would require approximately
twelve months from the date of land acquisition to develop the 36-bed
facilities. We are currently pursuing the development of our first specialty
care facility, for which we are currently seeking funding.

Marketing

Our marketing strategy will be designed to integrate our specialty care
facilities into the continuum of healthcare providers in the geographic
markets in which we intend to operate. Management believes that the assisted
care industry is fundamentally a local industry in which both patients and
residents and the referral sources for them are based in the immediate
geographic area in which the facility is located. We will seek to establish
relationships with local hospitals, including through joint marketing efforts,
where appropriate, and home healthcare agencies, and alliances with visiting
nurse associations. We may also retain the services of a public relations
firm to promote our facilities.

We intend to begin pre-marketing our facilities up to four months in
advance of opening so that, by the time the facility opens, referral sources,
including professionals in the community, hospitals and physicians, would be
well familiarized with the care and services provided. Age and income
qualified seniors and their families would be recipients of target mailings.
We also intend to raise awareness of our facilities through advertisements in
industry publications, as well as a limited number of general-interest
business magazines. Our goal is to open a new facility with a substantial
number of residents ready to move in. After opening, we intend to continue
our marketing efforts to attain and then maintain full occupancy.

Government Regulation

We believe that our facilities will be subject to varying degrees of
regulation and licensing by local and state health and social service agencies
and other regulatory authorities specific to their location. While
regulations and licensing requirements often vary significantly from state to
state, they typically address, among other things: personnel education,
training and records; facility services, including administration of
medication, assistance with self-administration of medication and limited
nursing services; physical plant specifications; furnishing of resident units;
food and housekeeping services; emergency evacuation plans; and resident
rights and responsibilities. In several states assisted living facilities
also require a certificate of need before the facility can be opened. We do
not intend to construct or open facilities in these states. In most states,
assisted living facilities also are subject to state or local building codes,
fire codes and food service licensure or certification requirements. Like
other healthcare facilities, assisted living facilities are subject to
periodic survey or inspection by governmental authorities. Our success will
depend in part on our ability to satisfy these regulations and requirements
and to acquire and maintain any required licenses. Our proposed operations
could also be adversely affected by, among other things, regulatory
developments such as mandatory increases in the scope and quality of care
afforded residents and revisions in licensing and certification standards.

Under the Americans with Disabilities Act of 1990, all places of public
accommodation are required to meet certain federal requirements related to
access and use by disabled persons. A number of additional federal, state and
local laws exist which also may affect our proposed facilities to create
access to the properties by disabled persons. We believe that our proposed
facilities will be substantially in compliance with present requirements.
Further legislation may impose additional burdens or restrictions with respect
to access by disabled persons, the costs of compliance with which could be
substantial.

Our facilities and operations will be subject to zoning and other state
and local government regulations. Zoning variances or use permits are often
required for construction. Severely restrictive regulations could impair our
ability to open facilities at desired locations or could result in costly
delays, which could adversely affect our proposed operations.

In addition to extensive existing governmental healthcare regulation,
there are and have been numerous legislative and executive initiatives at the
federal and state levels for comprehensive reforms affecting the payment for
and availability of healthcare services. We believe that most of these
proposals would affect existing Medicare or Medicaid programs and would not
materially affect our proposed business. However, it is not clear at this
time what proposals, if any, will be adopted or, if adopted, what effect these
proposals would have on our business.

Competition

The assisted living or residential care facility industries are highly
competitive. We anticipate facing competition from local, regional and
national providers of assisted living and long-term care whose facilities and
services include care of Alzheimer's residents. Locally, we anticipate
competing with three facilities which offer care to Alzheimer's patients,
namely Sunrise Assisted Living Facility, St. James Place Assisted Living
Center, and Southside Gardens Assisted Living Facility. Each of these
facilities is currently operating and has an area designated for Alzheimer's
residents; however, none is a dedicated Alzheimer's facility and none has a
complete package of care for the Alzheimer's residents. We believe we will be
the only facility in the Baton Rouge, Louisiana, area which is developed
solely for the Alzheimer's patient, with programs that are specifically
designed for the memory impaired, with surroundings that are designed to
stimulate a home-like atmosphere, and with facilities that are designed to accom
modate the various stages of the Alzheimer's process and to provide the
maximum amount of freedom while protecting the resident.

We expect to compete with these facilities primarily on the bases of
cost, quality of care, array of specialized Alzheimer's services provided, and
reputation. We anticipate competing with companies providing home based
healthcare, and even family members, based on those factors as well as the
geographic location, physical appearance of facilities and family
preferences. We believe that some of our competitors may operate on a
not-for-profit basis or as charitable organizations, while others have, or may
obtain, greater financial resources than those of our company. However, we
anticipate that our most significant competition will come from other
residential care facilities which provide Alzheimer's care within the same
geographic area as our proposed facilities because management's experience
indicates that families of persons suffering from Alzheimer's disease
frequently elect to move their relatives into facilities near their homes. In
general, recent consolidations of entities in the long-term care industry has
resulted in larger competitors with which we may be faced.

We may also experience competition in employing and retaining nurses,
technicians, aides and other high quality professional and non-professional
employees in the geographic areas in which our facilities may be located.

If we implement a program to acquire other facilities, we expect to face
competition for the acquisition and development of these facilities. Most of
our potential competitors which are engaged in the acquisition of these types
of facilities are significantly larger or have, or may obtain, greater
financial resources than those of our Company.

Office Facilities and Equipment

We rent a 1,456 square foot facility in Baton Rouge, Louisiana, at a cost
of approximately $1,000 per month. The rental agreement is month-to-month and
may be terminated by either party upon thirty days' prior written notice.

Property

We presently own approximately six acres of undeveloped property in Baton
Rouge, Louisiana, adjacent to a hospital. The property is owned by us without
any mortgages or other liens. It is upon this property that we intend to
construct our first facility.

Employees

As of February 1, 2001, we had no full-time employees. However, there
are seven persons, including management, who are presently working part-time
for us in developing the first facility.

Reports to Our Security Holders

Our fiscal year ends on December 31st. We do not intend to furnish
our shareholders annual reports containing audited financial statements.
We are not currently subject to the reporting requirements of the Exchange Act
since we have not previously filed a registration statement under the
Securities Act or the Exchange Act. However, we intend to become a reporting
company through the filing of the registration statement of which this
prospectus is a part, and file annual, quarterly and current reports, and
other information with the SEC. You may read and copy any reports, statements
or other information we file at the SEC's public reference room at 450 fifth
Street, N.W., Washington D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC.
Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available
to the public on the SEC Internet site at http://www.sec.gov.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information concerning the stock
ownership as of February 5, 2001, of each person who is known by us to be the
beneficial owner of more than five percent of our stock; by each of our
executive officers and directors; and by our executive officers and directors
as a group. This information was furnished to us by these persons or was
obtained from information provided by the transfer agent.

Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class

Michael W. Sciacchetano 4,987,174 49.87%
200 Lafayette Street
Suite 200
Baton Rouge, LA 70821

Executive officers and
directors as a group
(3 persons) 4,987,174 49.87%

Howard M. Oveson 548,192 5.48%
57 West 200 South
Suite 310
Salt Lake City, UT 84101

Palisade Properties, Inc. 3,528,000 35.28%
Leonard LaPlace
Adolph LaPlace
6989 Menlo Dr.
Baton Rouge, LA 70808

Of the total shares owned by Mr. Oveson, 496,250 are owned in the name of
Milagro Holdings, Inc., a corporation controlled by Mr. Oveson.

Palisade Properties, Inc. is a closely held corporation controlled by
Leonard LaPlace and Adolph LaPlace who are deemed to share beneficial
ownership of the shares.

MANAGEMENT

General

The following table sets forth our directors and executive officers,
their ages, and all offices and positions held with our company. A director
holds office for a term of one year and until his successor is elected and
qualified. Annual meetings to elect directors are to be held at a location
and at the time each year as designated by the board of directors. The board
of directors has not scheduled the next annual meeting of shareholders.
Officers are elected by the board of directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders. Each
officer holds his office until his successor is elected and qualified or until
his earlier resignation or removal. Officers may be removed with or without
cause by the affirmative vote of a majority of the whole board of directors.

Name Age Position Director Since

Michael W. Sciacchetano 33 Director, President, CEO, 2000
Treasurer, & CFO
Michael E. Geissler 50 Director 2000
Alvin J. Gautreaux, Jr. 50 Director & Secretary 2000

Set forth below is certain biographical information regarding the
Company's executive officers and directors:

MICHAEL SCIACCHETANO, has been the president of the Louisiana corporation
since its inception in January 2000. From September 1999 until present he has
been the president and CEO of Holly Hills Corporate Services, an assisted
living facility structured for the care of Alzheimer residents located in
Marion, Illinois. From August 1997 until present he has also been the
president of Trace Resources, a company which manages healthcare facilities,
diagnostic imaging companies, and home care agencies. From 1993 until 1997 he
was the administrator and owner of Southern Nursing Home Care, a 200+ patient
home health agency.

MICHAEL E. GEISSLER, has been a vice-president of the Louisiana
corporation since July 2000. Also, since 1994 he as been a consultant to
Allen Parish Hospital providing management, marketing, strategic planning, and
business and program development services to the hospital.

ALVIN J. GAUTREAUX, JR. has been a vice-president and the chief operating
officer of the Louisiana corporation since March 2000. From 1995 until
present he has been the president and CEO of Health Management Group LLC, a
company engaged in the development and management of health care facilities.
From 1998 until March 2000 he was also the president, CEO, and administrator
for Health Link Home Health, Inc., a managed financial, business development,
and marketing company. From 1990 until 1997 he was the administrator for
Golden Age Home Care Inc., a home health agency.

There are no family relationships between any of the officers or
directors of the Company.

Compensation of Executive Officers

The following summary compensation table sets forth the aggregate
executive compensation awarded to, earned by, or paid to the named executive
officers for all services rendered in all capacities to our company, or any of
its subsidiaries, for the years ended December 31, 2000, 1999, and 1998:

ANNUAL COMPENSATION

Name and Other Annual
Principal Position(s) Year Salary Bonus Compensation
($) ($) ($)

Michael Sciacchetano 2000 -0- -0- $42,437
CEO 1999 -0- -0- -0-
1998 -0- -0- -0-

During the year ended December 31, 2000, Angela Ross served as chief
executive officer through October 2000, at which time Mr. Sciacchetano was
appointed as the chief executive officer and has served in this capacity since
this date. Ms. Ross was not compensated for her services as chief executive
officer for the years ended December 31, 1998, 1999, or 2000.

The other annual compensation designated for Mr. Sciacchetano in the
above table during 2000 was earned by Trace Resources LLC, an entity
controlled by Mr. Sciacchetano. This amount was not paid during the year, but
was accrued by the company. Of this amount $19,996 was paid by Trace
Resources to Alvin J. Gautreaux, Jr., one of our directors. The balance was
paid to outside consultants and for rent, legal services, and other expenses
incurred by us.

We have no employment agreements with any of our executive officers.
Each of the officers is currently providing hourly consulting services to us
through Trace Resources LLC, an entity controlled by Michael Sciacchetano, an
officer, director, and principal shareholder of our company. We believe that
the fees being charged for the consulting work are at or below fees that would
be charged by outside, unrelated consultants. The fees for these services,
which at December 31, 2000, totaled approximately $42,437, are being accrued
and will be paid to Trace Resources when, and if, we are able to secure
funding for our operations. It is anticipated that if we are able to secure
funding to construct and operate our first facility, each of the executive
officers would cease providing consulting services, would become full-time
employees, and would receive compensation commensurate with industry
standards. It is also anticipated that each would negotiate and enter into an
employment agreement which would also cover the services thereafter rendered
for the Louisiana corporation and any other future subsidiary. We also
anticipate in the future adopting a stock option and/or stock benefit plan for
our employees, directors, and consultants.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for
their services as directors. The board of directors has the authority to fix
the compensation of directors. No amounts have been paid to, or accrued to,
directors in their capacity as directors. There is no current compensation
plan or arrangement for the directors' services.

CERTAIN TRANSACTIONS

In connection with the closing of the reverse acquisition of our company
by the Louisiana corporation in October 2000, the Louisiana corporation paid a
finder's fee of $150,000 to Milagro Holdings, Inc., one of the selling
shareholders and a shareholder owning in excess of 5% of the outstanding
common shares.

In December 2000 we borrowed $50,000 from Three Oaks Manor, Inc., an
entity controlled by Michael Sciacchetano, an officer, director, and principal
shareholder of our company, and issued a promissory note to the lender. The
note is non-interest bearing, but includes a service fee of $10,000. In
addition we have agreed to issue 20,000 shares to the lender. The principal
amount of the loan, the service fee, and the stock are due on or before
January 2, 2003. These funds were used to repay, in part, the $150,000
borrowed in April 2000.

Trace Resources LLC, an entity controlled by Michael Sciacchetano, an
officer, director, and principal shareholder of our company, provides
consulting services to us in connection with the planning and development of
our first facility. Each of the officers provides consulting services to us
through this entity. For the year ended December 31, 2000, we had accrued
approximately $42,000 to Trace Resources for these consulting services. Trace
Resources has agreed not to seek payment of these fees until we have received
funding for the first facility. The parties have agreed that this consulting
arrangement will continue, and fees will continue to accrue, until the funding
is received, at which time each of the officers would become full-time
employees.

In July 2000, concurrent with the acquisition of Diamond Holding, LLC by
Shadows Bend Court, Inc., Palisade Properties, Inc. sold and transferred to
Diamond Holding, LLC the land in Baton Rouge, Louisiana, on which we intend to
construct our first facility. The appraised value of the land at that time
was $1,110,000. This land was acquired by Diamond Holding, LLC for an 84%
ownership interest in the limited liability company granted to Palisade
Properties, Inc., which interest was valued at $1,100,000.
Thus, as a result of this transaction, Palisade Properties, Inc.
owned 84% of the membership interests of Diamond Holding, LLC. Shadows
Bend Court, Inc. then issued approximately 45.72% of its shares pro rata to
the members of Diamond Holdings LLC to acquire all the membership interests of
the limited liability company such that it became a wholly owned subsidiary of
the Louisiana corporation. Subsequently, the Louisiana corporation became a
wholly owned subsidiary of our company through the reverse acquisition of the
Louisiana corporation by us in October 2000 in which we issued 9,187,174
shares pro rata to the shareholders of the Louisiana corporation such that
these shareholders then held approximately 92% of our outstanding shares at
the conclusion of the reverse acquisition transaction. The land was
originally purchased by Palisade Properties, Inc. in 1993 as part of an 875
acre parcel.

We have not had a policy to govern related party transactions in the
past. In the future, we intend to evaluate each related party transaction on
a case-by-case basis to determine whether the transaction would be far to our
company and its shareholders. We intend to require an appraisal of the value
of any asset acquired from a related party. We also intend to seek
shareholder approval of the transaction through the vote of shareholders
owning a majority of the shares represented at a duly called meeting of the
shareholders which are not held by parties related to the transaction.

MARKET INFORMATION

Trading Market for Stock

There is presently no established market for our stock and management is
not aware of any quotation service on which the stock has been listed. We
plan to apply for quotation on the Pink Sheets or on the OTC Bulletin Board
immediately following the effective date of this prospectus. There is no
assurance that the stock will be accepted for quotation. There is no known
historical data concerning any prior trading of the stock.

Outstanding Options, Warrants, and Convertible Instruments; Registration Rights

At February 5, 2001, we had no outstanding options, warrants, or
convertible securities. None of our shares is being, nor have any shares
proposed to be, publicly offered by us. However, we have granted registration
rights to the selling shareholders to register up to 551,942 of the
outstanding restricted shares in the registration statement of which this
prospectus is a part or any future registration statement if all of the shares
held by the selling shareholders are not sold before this prospectus
terminates.

During the year ended December 31, 2000, the Louisiana corporation
borrowed $150,000 from a third party. The promissory note evidencing the
loan, as amended, provides that we will repay the principal amount of the
loan, a service fee of $15,000, and 90,000 shares of our common stock on or
before January 1, 2003. The note does not bear interest. In addition, we
borrowed $50,000 from Three Oaks Manor, Inc., an entity controlled by Michael
Sciacchetano, an officer, director, and principal shareholder of our company.
The promissory note evidencing the loan provides that we will repay the
principal amount of the loan, a service fee of $10,000, and 20,000 shares of
our common stock on or before January 2, 2003. The note does not bear
interest.

Record Holders of Stock; Transfer Agent

At February 16, 2001, we had approximately 567 shareholders of record as
reported by our transfer agent. Our transfer agent for our common stock is
Columbia Stock Transfer,

421 Couer d' Alene Avenue, Suite 3, Couer d' Alene, Idaho 83814.

SHARES ELIGIBLE FOR FUTURE SALE

At February 5, 2001, we had 10,000,578 outstanding shares. Of these
shares outstanding, approximately 9,187,174 shares were "restricted" within
the meaning of Rule 144 under the Securities Act and are eligible under that
rule. In the reverse acquisition transaction between us and the Louisiana
corporation which closed on October 13, 2000, we issued these 9,187,174
restricted shares to the shareholders of the Louisiana corporation. These
shares are believed to be available for resale beginning in October 2001. Of
the shares issued to the shareholders of the Louisiana corporation, none are
being registered in this offering. We believe Rule 144 would not be available
for the 551,942 shares issued when we were a blank check issuer after we
ceased principal mining operations in 1997, but prior to the reverse
acquisition with the Louisiana corporation. These shares could only be resold
through a registered offering. All of these shares are being offered in this
prospectus.

In general, under Rule 144, as currently in effect, any person who has
beneficially owned restricted shares for at least one year, is entitled to
sell, within any three-month period, a number of shares that does not exceed
the greater of 1% of our then outstanding shares, or the average weekly
trading volume of our stock during the four calendar weeks immediately
preceding the date on which notice of the sale is filed with the Commission.
Sales pursuant to Rule 144 are also subject to certain requirements relating
to manner of sale, notice and availability of current public information about
us. A person who is not deemed to have been an affiliate at any time during
the 90 days immediately preceding the sale and whose restricted shares have
been fully-paid for two years since the later of the date they were acquired
from us, or the date they were acquired from one of our affiliates, may sell
these restricted shares under Rule 144(k) without regard to the limitations
and requirements described above. Restricted shares may not be resold under
Rule 144 until ninety days from the date of this prospectus, regardless of
when the one year holding period expires.

SELLING SECURITY HOLDERS

An aggregate of up to 551,942 shares issued previously may be offered for
resale pursuant to this registration statement by the investors listed below.
The following table sets forth certain information with respect to each
selling security holder. We will not receive any of the proceeds from the
sale of these securities. The following sets forth the material relationships
between the selling security holders and us, or any of our predecessors or
affiliates, or which may have existed within the past three years:

- From approximately September 1997 until the reorganization with the
Louisiana corporation in October 2000, Howard M. Oveson was a principal
shareholder of our company.

The following table sets forth the number of shares of common stock
presently owned by each selling stockholder, the number of shares being
offered in this offering, and the number and percentage of shares to be owned
upon completion of the offering:

Number of
Securities to % of
Number of Number of be Beneficially Class
Name of Selling Securities Securities Owned on Comple- After
Shareholder Beneficially Owned Being Offered tion of Offering Offering

Howard M. Oveson 548,192 548,192 -0- *

Estate of Frank
A. Morbeck 2,500 2,500 -0- *

Marilyn White 3,813 1,250 63 *

*Less than 1%

The shares to be sold by Mr. Oveson are held in the name of Milagro
Holdings, Inc., a corporation controlled by Mr. Oveson. He acquired 500,000
of the shares to be sold in this offering from us in 1998 in a transaction for
settlement of a debt for $5,643 which was advanced to us by Milagro Holdings,
Inc., a corporation controlled by him. The remaining shares were issued by us
to him in 1998 for his services in cleaning up the books and records of the
company.

Ms. White is the personal representative of the estate of Mr. Morbeck,
who is deceased. She is deemed to share the beneficial ownership of his
shares, and therefore, the 2,500 shares held by the estate of Mr. Morbeck are
included in the total number of shares beneficially owned by Ms. White.

We do not believe that any of the selling stockholders is a broker-dealer
or an affiliate of a broker-dealer.

PLAN OF DISTRIBUTION

The sale of the shares by the selling security holders may be effected
from time to time in transactions in the over-the-counter market or in
negotiated transactions or otherwise. These transactions may include block
transactions by or for the account of the selling security holders. Sales may
be made at fixed prices which may be changed, at market prices, if any,
prevailing at the time of sale, or at negotiated prices.

The selling security holders may effect these transactions by selling
their shares directly to purchasers, through broker-dealers acting as agents
for the selling security holders or to broker-dealers who may purchase the
securities as principals and thereafter sell the securities from time to time
in the over-the-counter market, if any, in negotiated transactions or
otherwise. These broker-dealers, if any, may receive compensation in the form
of discounts, concessions or commissions from the selling security holders or
the purchasers for whom the broker-dealers may act as agents or to whom they
may sell as principals or otherwise, which compensation as to a particular
broker-dealer may exceed customary commissions. The selling security holders
have represented that they do not intend to engage in any short selling of our
stock.

We do not currently have any sales arrangements with broker-dealers. If
any sales arrangements with broker-dealers are entered into, we will file a
post-effective amendment to disclose those arrangements because any
broker-dealer participating in the offering would be acting as an underwriter
and would have to be so named in this prospectus.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the selling security holders' shares may not
simultaneously engage in market making activities with respect to any of our
securities for a period of at least two, and possibly nine, business days
prior to the start of any distribution.

The selling security holders and broker-dealers, if any, acting in
connection with these sales might be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of the securities might be deemed to be
underwriting discounts and commissions under the Securities Act.

We will attempt to maintain the effectiveness of the registration
statement of which this prospectus is a part for at least six months for the
selling security holders, which period may be shortened with the consent of
the selling shareholders who have not sold their shares at that time.

DESCRIPTION OF SECURITIES

Our company has authorized 50,000,000 shares of common stock, par value
$.001 per share. As of February 20, 2001, we had outstanding 10,000,578
shares of common stock. All common shares are equal to each other with
respect to voting, and dividend rights, and, are equal to each other with
respect to liquidation rights. Special meetings of the shareholders may be
called by the chairman, the board of directors, president, the chief executive
officer, or the holders of not less than one-tenth of all the shares entitled
to vote at the meeting. Holders of shares of common stock are entitled to one
vote at any meeting of the shareholders for each share of common stock they
own as of the record date fixed by the board of directors. At any meeting of
shareholders, a majority of the outstanding shares of common stock entitled to
vote, represented in person or by proxy, constitutes a quorum. A vote of the
majority of the shares of common stock represented at a meeting will govern,
even if this is substantially less than a majority of the shares of common
stock outstanding. Holders of shares are entitled to receive dividends as may
be declared by the board of directors out of funds legally available for
payment of dividends, and upon liquidation are entitled to participate pro
rata in a distribution of assets available for a liquidating distribution to
shareholders. There are no conversion, pre-emptive or other subscription
rights or privileges with respect to any share. Reference is made to our
articles of incorporation and bylaws as well as to the applicable statutes of
the State of Nevada for a more complete description of the rights and
liabilities of holders of shares. Our shares do not have cumulative voting
rights, which means that the holders of more than fifty percent of the shares
of common stock voting for election of directors may elect all the directors
if they choose to do so. In this event, the holders of the remaining shares
aggregating less than fifty percent will not be able to elect directors.

DIVIDEND POLICY

We have not declared or paid any cash dividends as yet on the common
stock and the board of directors has not yet decided on a dividend policy.
Whether dividends will be paid will be determined by the board of directors
and will necessarily depend on our earnings, financial condition, capital
requirements and other factors. The board of directors has no current plans
to declare any dividends in the foreseeable future.

LEGAL MATTERS

The legality of the securities offered hereby will be passed upon for us
by Ronald N. Vance, Attorney at Law, Salt Lake City, Utah.

EXPERTS

Our financial statements for the years ended December 31, 2000 and 1999,
included in this prospectus have been audited by Clyde Bailey P.C.,
Independent Certified Public Accountant as indicated in its report. The
financial statements audited by this firm have been included in reliance upon
the report given upon its authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

We have attached to this prospectus copies of our audited financial
statements as of December 31, 2000 and 1999. We have also attached our
unaudited interim financial statements for the period ended March 31,
2001.

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
Consolidated Balance Sheet

March 31
2001
A S S E T S

(Unaudited)
Current Assets
Cash $-
---------
Total Current Assets -
Fixed Assets
Land 1,050,000
---------
Total Fixed Assets 1,050,000

Total Assets $1,050,000
=========
L I A B I L I T I E S

Current Liabilities
Accounts Payable 71,043
Cash Overdraft 1,184
Accrued Interest 15,332
---------
Total Current Liabilities 87,559

Long-Term Liabilities
Notes Payable 300,000
---------
Total Long-Term Liabilities 300,000
---------
Total Liabilities 387,559

Commitments and Contingencies -

S T O C K H O L D E R S ' E Q U I T Y

Common Stock 10,001

Additional Paid-in-Capital 756,199
Accumulated deficit during the development stage (103,759)
---------
Total Stockholders' Equity (Deficit) 662,441
---------
Total Liabilities and Stockholders' Equity $1,050,000
=========

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
Consolidated Statements of Operations

(Unaudited)

For the For the From 8/28/00
Three Months Three Months (Inception)
Ended March 31 Ended March 31 to Mar 31
Revenues: 2001 2000 2001

Revenues $- $- $-
------- -------- --------
Total Revenues - -

Expenses:
Interest Expense 6,000 - 15,333
Organization Expenses - - 84,973
Operating Expenses 2,234 - 3,453
------- -------- --------
Total Expenses 8,234 - 103,759

Net loss from Operations $(8,234) $- $(103,759)

Provision for Income Taxes:

Income Tax Benefit - - -

Net Income (Loss) $(8,234) $- $(103,759)
======= ======== ========

Basic and Diluted Earnings Per Common Share Nil Nil Nil
------- -------- --------
Weighted Average number of Common Shares 10,000,578 10,000,578 10,000,578
used in per share calculations ======= ======== ========

(Retroactively Restated)

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
Consolidated Statements of Cash Flows

(Unaudited)
For the For the From 1/20/00
Three Months Three Months (Inception)
Cash Flows from Operating Activities: Ended March 31 Ended March 31 to Mar 31
2001 2000 2001

Net Income (Loss) $(8,234) $- $(103,759)
Adjustments to reconcile net loss to net cash
provided (used) to operating activities:
Accounts Payable - - 71,042
Accrued Interest 6,000 - 15,333
-------- -------- --------
Total Adjustments 6,000 - 86,375
-------- -------- --------
Net Cash Used in Operating Activities $(2,234) $- $(17,384)

Cash Flows from Investing Activities:

Capital Expenditures - - -
-------- -------- --------
Net Cash Used in Investing Activities $- $- $-
-------- -------- --------
Cash Flows from Financing
Activities:

Note Payable - - 300,000
Finder's Fee (285,000)
Common Stock - - 1,200
-------- -------- --------
Net Cash Provided for Financing Activities
$- $- $16,200
-------- -------- --------
Net Increase (Decrease) in Cash
$(2,234) $- $(1,184)

Cash Balance, Begin Period 1,051 - -
-------- -------- --------
Cash Balance, End Period $(1,184) $- $(1,184)
======== ======== ========

Supplemental Disclosures:
Cash Paid for interest - -
Cash Paid for income taxes - -
Stock Issued for Services - -

SHADOWS BEND DEVELOPMENT, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2001

(Unaudited)

NOTE 1 - DESCRIPTION OF DEVELOPMENT STAGE ACTIVITIES

Shadows Bend Development, Inc. ("the Company") was incorporated under the laws
of the State of Louisiana on January 20, 2000, for the purpose to promote and
carry on any lawful business for which a corporation may be incorporated under
the laws of the State of Louisiana. The Company entered into an Agreement and
Plan of Reorganization with Shadows Bend Development, Inc. (formerly Silver
Beaver Mining Company, Inc.) on August 4, 2000. The Company has a total of
50,000,000 authorized common shares with a par value of $.001 per share and
with 10,000,578 shares issued and outstanding as of March 31, 2001.

The Company has incurred an operating loss from inception through March
31, 2001 and has an accumulated deficit of $103,759. The Company's cash was
provided primarily from loans in the amount of $300,000. Management expects
that the Company will be out of the development stage in 2002.

NOTE 2 - BASIS OF PRESENTATION

The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 2001 and 2000 and cumulative since inception (January 20, 2000
through March 31, 2001) are not necessarily indicative of the results that may
be expected for the fiscal years ended December 31, 2000. Certain information
and note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations relating to interim
consolidated financial statements. For further information, the statements
should be read in conjunction with the financial statements for the year ended
December 31, 2000 and notes thereto included herein.

Start-up and organization costs are recorded in accordance with the provisions
of Statement of Position 98-5, "Reporting Costs of Start-up Activities" ("SOP
98-5"). SOP 98-5 requires that the costs of start-up activities, including
organization costs, be expensed as incurred.

SHADOWS BEND DEVELOPMENT, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2001

(Unaudited)

NOTE 2 - BASIS OF PRESENTATION (con't)

The Company adopted Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share," which simplifies the computation of earnings per share
requiring the restatement of all prior periods. Basic earnings per share are
computed on the basis of the weighted average number of common shares
outstanding during each year. Diluted earnings per share are computed on the
basis of the weighted average number of common shares and dilutive securities
outstanding. Dilutive securities having an anti-dilutive effect on diluted
earnings per share are excluded from the calculation.

NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company, from time to time, may be subject to legal proceedings and
claims that arise in the ordinary course of its business. Currently, the
Company is not subject to any legal proceedings or other claims.

CLYDE BAILEY P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 - (210) 691-2911 (fax)

Member:
American Institute of CPA's
Texas Society of CPA's
Board of Directors
Shadows Bend Development, Inc.
(formerly Silver Beaver Mining Company, Inc.)

INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Shadows Bend Development,
Inc. (formerly Silver Beaver Mining Company, Inc.) (Company), a Development
Stage Enterprise, as of December 31, 2000 and the related statement of
operations, statement of stockholders' equity, and the statement of cash flows
for the years ended December 31, 2000 and 1999. These financial statements are
the responsibility of the Company's management. My responsibility is to
express an opinion on these statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December
31, 2000 and the results of its operations and its cash flows for the two
years then ended in conformity with generally accepted accounting principles

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has no viable operations to date and little
or no tangible assets that raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Clyde Bailey P.C.

San Antonio, Texas
January 22, 2001

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
(A Development Stage Enterprise)
Consolidated Balance Sheet
As of December 31, 2000

A S S E T S

Current Assets
Cash $1,051
---------
Total Current Assets 1,051
Fixed Assets
Land 1,050,000
---------
Total Fixed Assets 1,050,000
---------
Total Assets $1,051,051
=========
L I A B I L I T I E S

Current Liabilities
Accounts Payable 71,043
Accrued Interest 9,333
---------
Total Current Liabilities 80,376

Long-Term Liabilities
Notes Payable 300,000
---------
Total Long-Term Liabilities 300,000
---------
Total Liabilities 380,376

Commitments and Contingencies -

S T O C K H O L D E R S ' E Q U I T Y

Common Stock 10,001

Additional Paid-in-Capital 756,199
Accumulated deficit during the development stage (95,525)
---------
Total Stockholders' Equity (Deficit) 670,675
---------
Total Liabilities and Stockholders' Equity $1,051,051
=========

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Operations

For the From 1/20/00
Year Ended (Inception)
December 31 to Dec 31
Revenues: 2000 2000

Revenues $- $-
--------- --------
Total Revenues - -

Expenses:
Interest Expense 9,333 9,333
Organizational Expenses 84,973 84,973
Operating Expenses 1,219 1,219
--------- --------
Total Expenses 95,525 95,525

Net loss from Operations $(95,525) $(95,525)

Provision for Income Taxes:

Income Tax Benefit -

Net Income (Loss) $(95,525) $(95,525)
========= ========

Basic and Diluted Earnings Per Common Share (0.03) (0.03)
--------- --------
Weighted Average number of Common Shares 3,110,198 3,110,198
used in per share calculations ========= ========

SHADOWS BEND DEVELOPMENT INC.
(formerly Silver Beaver Mining Company, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

For the From 1/20/00
Year Ended (Inception)
December 31 to Dec 31
Cash Flows from Operating Activities:
2000 2000

Net Income (Loss) $(95,525) $(95,525)

Changes in operating assets and liabilities:
Accounts Payable 71,043 71,043
Accrued Interest 9,333 9,333
--------- --------
Total Adjustments 80,376 80,376
--------- --------
Net Cash Used in Operating Activities $(15,149) $(15,149)

Cash Flows from Investing Activities:

Capital Expenditures - -
--------- --------
Net Cash Used in Investing Activities $- $-
--------- --------

Cash Flows from Financing
Activities:

Note Payable 300,000 300,000
Finder's Fee (285,000) (285,000)
Common Stock 1,200 1,200
--------- --------
Net Cash Provided for Financing Activities $16,200 $16,200
--------- --------
Net Increase (Decrease) in Cash $1,051 $1,051

Cash Balance, Begin Period - -
--------- --------
Cash Balance, End Period $1,051 $1,051
========= ========

Supplemental Disclosures:
Cash Paid for interest - -
Cash Paid for income taxes - -
Stock Issued for Interest 20,000 -

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company, Inc.)
(A Development Stage Enterprise)
Consolidated Statements of Stockholders' Equity
As of December 31, 2000

Accumulated
Deficit
$0.001 Paid-In During the Stockholders'
Shares Par Value Capital Development Stage Equity

Balance, January 20, 2000 - $- $- $- $-
9/29/00
Effect of Recapitalization of
Subsidiary 5,659,174 5,659 (4,460) 1,200

9/29/00
Payment of Finder's Fee (285,000) (285,000)

9/29/00
Acquisition of Diamond
Holdings, LLC 3,528,000 3,528 1,046,472 1,050,000

10/13/00
Issuance of shares to former 813,404 813 (813) 0
Silver Beaver Mining
shareholders in exchange
for assets

Net Income (Loss) - - - (95,525) (95,525)
----------- -------- --------- -------- ----------
Balance, December 31, 2000 10,000,578 10,001 756,199 $(95,525) 670,675
----------- -------- --------- -------- ----------

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Shadows Bend Development, Inc., a Louisiana
Corporation "Shadows Bend LA". All significant intercompany transactions have
been eliminated in consolidation.

Development Stage Enterprise

Organization Costs

Federal Income Tax

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for
income taxes pursuant to the provisions of the Financial Accounting Standards
Board Statement No. 109, "Accounting for Income Taxes", which requires an
asset and liability approach to calculating deferred income taxes. The asset
and liability approach requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the carrying amounts and the tax basis of assets and liabilities.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting. Revenues will be recognized when earned and expenses when
incurred. Fixed assets are stated at cost. Depreciation and amortization using
the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.

Fair Value of Financial Instruments

The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at December 31, 2000.

Long-Lived Assets

Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of " requires, among other things,
impairment loss of assets to be held and gains or losses from assets that are
expected to be disposed of be included as a component of income from
continuing operations before taxes on income. Management understands that it
is necessary to evaluate future cash inflows expected to be generated by an
asset less the future cash outflows expected to be necessary to obtain
inflows. They understand that an impairment loss needs to be recognized or
measured as the amount by which the carrying amount of the assets exceed the
fair value of the assets. The Company has not identified any such impairment
losses to date.

Earnings per Common Share

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings
Per Share," which simplifies the computation of earnings per share requiring
the restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
SFAS No.130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring
disclosure of comprehensive income.

Segments of an Enterprise and Related Information

Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

information about operating segments in annual financial statements and
requires reporting of selected information about operating segments in interim
financial statements issued to the public. It also establishes standards for
disclosures regarding products and services, geographic areas and major
customers. SFAS 131 defines operating segments as components of a company
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. The Company has evaluated this SFAS
and does not believe it is applicable at this time.

Employers' Disclosure about Pensions and Other Postretirement Benefits
Statement of Financial Accounting Standards (SFAS) 132, "Employers' Disclosure
about Pensions and Other Postretirement Benefits," revises standards for
disclosures regarding pensions and other postretirement benefits. It also
requires additional information on changes in the benefit obligations and fair
values of plan assets that will facilitate financial analysis. This statement
does not change the measurement or recognition of the pension and other
postretirement plans. The financial statements are unaffected by
implementation of this new standard.

Accounting for Derivative Instruments and Hedging Activities

Statement of Financial Accounting Standards (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions
are met, a derivative may be specifically designated as (a) a hedge of the
exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash
flows of a forecasted transaction, or (c) a hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for sale security, or a foreign-currency-denominated
forecasted transaction. Because the Company has no derivatives, this
accounting pronouncement has no effect on the Company's financial statements.

NOTE 2 - RECAPITALIZATION

On September 29, 2000, the Company entered into a reorganization agreement
with Shadows Bend LA. At the time of the reorganization the Company was an
inactive entity with no significant assets or liabilities. On September 29,
2000, the Company acquired all of the outstanding stock of the subsidiary by
issuing 9,187,174 shares of its common stock for all of the outstanding shares
of Shadows Bend LA which made it a wholly owned subsidiary. The acquisition
was accounted for as a recapitalization of the subsidiary as the shareholders
of the subsidiary controlled the combined Company after the acquisition.

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 3 - COMMON STOCK

The Company entered into an Agreement and Plan of Reorganization with an
effective date of September 29, 2000 with Shadows Bend Development Inc.
("Silver Beaver" a Nevada Corporation) to exchange 9,187,174 shares of its
common stock for a like number of shares of the Company.

Also, the Company entered into an agreement with Diamond Holdings, LLC. To
exchange 3,528,000 shares of its common stock in exchange for a five acre
tract of land in Baton Rouge Louisiana to be used for a Alzheimer Treatment
and Home Health Center.

NOTE 4 - RELATED PARTIES

Accounts Payable in the amount of $41,954 to Trace Resources LLC., which is
wholly owned by Michael Sciacchetano, majority shareholder and President.

NOTE 5 - NOTES PAYABLE

In April of 2000, a note payable was executed in the amount of $150,000 to an
individual and shareholder for funds to acquire future acquisitions by the
Subsidiary. In December 2000, a payment of $50,000 was made against the
principle balance leaving a balance of $100,000. The note matures in January
2003 and the Company has the option to issue shares of stock can be issued to
cover interest at maturity.

In December of 2000, a note payable was executed in the amount of $50,000 to
Three Oaks Manor Inc., an entity controlled by Michael Sciacchetano, an
officer, director, and principal shareholder of the Company. The note matures
in January 2003 and carries a service fee of $10,000 and 20,000 shares of
stock paid and issued at maturity. The 20,000 shares of stock will has been
valued at $.30 and recorded as deferred interest payable in the balance sheet
when issued. The deferred interest will be amortized over the term of the
note.

In November of 2000, a note payable was executed in the amount of $150,000 to
Thomas Normile, a less than 5% shareholder. The note matures in January 2003
and carries a service fee of $15,000 due at maturity. The note is secured by
the land owned by the Company.with an unrelated tract of land.

The first two notes are unsecured and interest has been accrued at the rate of
8% per annum. The basis for the interest rate that has been imputed was
derived at by using the prevailing interest rate of 8%. Management feels that
the interest should be accrued even though an interest rate is not contained
in the notes. The service fees on the notes are being accounted for in the
form of accrued interest at the rate of 8% per annum. A total of $9,333 has
been accrued as of December 31, 2000. The requirement to issue common stock
will be accounted for at the maturity of the notes as a reduction of the
accrued interest.

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements
NOTE 6 - GOING CONCERN

The Company has had little or no operations to date, has little or no tangible
assets or financial resources, and incurred losses since inception. These
losses and lack of operations raise substantial doubt about the Company's
ability to continue as a going concern. Management has plans to start
management operations of a center within 12 months. Management reponse to the
going concern disclosure is as follows:

"We presently do not have funds to commence construction of the initial
facility. We are currently negotiating for the financing of the initial and
up to two additional facilities. However, we have not entered into any
binding arrangements or agreements to secure this funding. There is no
assurance that we will be able to secure the funding, or that if the funding
is made available to us, that we would be able to obtain it at rates and upon
terms which would be adequate to commence construction and operations.

We also plan to establish a trading market for our outstanding stock. If we
are able to accomplish this, of which there is no assurance, we may seek
equity funding for the first or future facilities through the sale of our
stock in either public or non-public offerings. We have contacted a potential
underwriter for this funding for the initial and up to two additional
facilities, but have not entered into any agreements or arrangements to offer
and sell our shares in these types of offerings.

If we are unable to secure funding through an equity offering for our first
facility in Baton Rouge, Louisiana, we believe we would be able to secure
conventional financing through a lending institution. We believe HUD
financing would provide up to 90% of the construction and operating costs for
approximately eight months. Conventional financing would provide up to 80% of
the construction costs and approximately twelve months of operating funds. We
believe we could secure the balance of the funds necessary for the
construction and operating costs from the liquidation of the balance of our
undeveloped real property not required for the first facility.

If we are able to secure funding for our first facility, we anticipate hiring
approximately 25 employees to staff the facility. For each additional
facility we are able to construct, we anticipate hiring a similar number of
new employees.

If we are unable to secure funding from any source, we will not be able to
commence our principal operations."

Management believes that they have sufficient resources to finances its
operations during the next twelve months with cash advances from the principle
shareholder and director, Mike Sciacchetano. Mr Sciacchetano has agreed to
advance the Company up to $10,000 on a one year note to fund the necessary
operations.

NOTE 7 - FORGIVENESS OF DEBT

A former officer of the Idaho Corporation had advanced to the Company $3,300.
Concurrent with the merger with the Nevada Corporation he accepted the mining
claims at book value as partial payment and forgave the remaining $3,000 owed
him by the Company.

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 8 - LAND

On July 3, 2000, the Company acquired the 100% interest in Diamond Holding
LLC, which owns a six-acre tract of land in Baton Rouge Louisiana. The land
will be used for an Alzheimer Treatment and Home Health Center. The land has
been appraised at over $1,050,000 and is recorded at the appraised value even
though the land was acquired be a related party. (a shareholder holding 35% of
the shares). Management has elected to value the land at appraised value
because the historical cost is not reasonably available and they believe that
valuing the land at historical cost cannot be justified by the former holders
of the land. It is of Management's opinion that the land was recorded at its
fair value. Although the there was a mortgage on the land when it was
originally conveyed to the Company, a cancellation of mortgage was filed with
the Clerk of Court and Recorder in Baton Rouge Louisiana on November 10, 2000.

NOTE 9 - INCOME TAXES

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes
and the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from
timing differences that are not related to an asset or liability are
classified as current or non-current depending on the periods in which the
timing differences are expected to reverse. The Company's previous principal
temporary differences relate to revenue and expenses accrued for financial
purposes, which are not taxable for financial reporting purposes. The
Company's material temporary differences consist of bad debt expense recorded
in the financial statements that is not deductible for tax purposes and
differences in the depreciation expense calculated for financial statement
purposes and tax purposes.

The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Code are met. Due to the
uncertainty as to the utilization of net operating loss carry-forwards an
evaluation allowance has been made to the extent of any tax benefit that net
operating losses may generate.

A total of $5,961 in net operating loss is available to be carried over to
future years and will expire in 2018 and 2019.

Note 10 - Organization Costs and Finder's Fee

As a result of the closing of the reorganization agreement, old management
resigned in favor of the current directors and officers who were designated by
the Louisiana corporation. In connection with the transaction, the Louisiana
corporation paid a finder's fee of $150,000 to Milagro Holdings, Inc., an
entity controlled by Howard M. Oveson, a principal shareholder of the publicly
held company prior to closing, and a finder's fee of $135,000 to Spectrum
Financial, Inc. This finder's fee has been shown as a reduction to
shareholder's equity because it relates the the old Company.

In addition to the finders fee, the Company incurred $84,973 in organization
costs in the form of feasibility studies, legal fees, and engineering studies
associated with the land development.

SHADOWS BEND DEVELOPMENT, INC.
(formerly Silver Beaver Mining Company Inc.)
Notes to Financial Statements

NOTE 11 - SUBSEQUENT EVENTS

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.

[OUTSIDE BACK COVER]

Until November 7, 2001, (ninety days after the date of this prospectus)
all dealers that effect transactions in these securities may be required to
deliver a prospectus. This is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.