SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From _________ to ____________
Commission File Number 33-89714
Red Oak Hereford Farms, Inc.
(Exact name of small business issuer as specified in its
charter)
NEVADA 84-1120614
(State or other jurisdiction (IRS Employer Identification
of incorporation or No.)
organization)
2010 Commerce Drive, Red Oak, Iowa 51566
(Address of principal executive offices)
(Issuer's Telephone Number) (712) 623-9224
Wild Wings, Inc., 899 South Artistic Circle, Springville,
Utah 84663
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
At May 12, 1997, there were 11,505,494 shares of common
stock of the registrant outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No x
INDEX
Page No.
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management's Discussion
and Analysis 10
PART II - OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 4. Submission of Matters to
a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports
on Form 8-K 14
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RED OAK HEREFORD FARMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,290
Accounts receivable 1,049,126
Inventory 1,257,492
Prepaid expenses 35,346
_________
Total Current Assets 2,346,254
_________
PROPERTY AND EQUIPMENT, At cost
Leasehold improvements 65,345
Office equipment 122,107
_________
187,452
Less: Accumulated depreciation 58,936
_________
128,516
_________
OTHER ASSETS 61,414
_________
TOTAL ASSETS $2,536,184
_________
See Note to Condensed Consolidated Financial Statement
3
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 105,424
Accounts payable - related parties 19,075
Accrued expenses 79,126
Note payable - Bank 454,322
Note payable - Related party 125,000
Current maturities of long-term debt 1,013,685
_________
Total Current Liabilities 1,796,632
_________
LONG-TERM DEBT 477,647
DEFERRED INCOME 300,000
_________
TOTAL LIABILITIES 2,574,279
_________
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value; authorized
50,000,000shares, issued and outstanding
11,234,430 shares 11,234
Additional paid-in capital 186,968
Retained earnings (deficit) (236,297)
_________
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (38,095)
_________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,536,184
_________
4
RED OAK HEREFORD FARMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
NET SALES $ 8,464,897 $13,256,570
COST OF GOODS SOLD 8,917,106 13,790,622
____________ ___________
GROSS PROFIT (LOSS) (452,209) (534,052)
OPERATING EXPENSES 253,959 235,852
____________ ___________
LOSS FROM OPERATIONS (706,168) (769,904)
OTHER EXPENSE - Interest expense 48,674 30,751
____________ ___________
NET LOSS $ (754,842) $ (800,655)
____________ ___________
EARNINGS (LOSS) PER SHARE $(.07) $(.07)
____________ ___________
WEIGHTED AVERAGE SHARES OUTSTANDING 10,974,541 10,960,000
____________ ___________
See Note to Condensed Consolidated Financial Statement
5
RED OAK HEREFORD FARMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1997 1996
____________ _____________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (754,842) $ (800,655)
Items not requiring cash:
Depreciation and amortization 18,570 10,585
Changes in:
Accounts receivable 1,170,505 1,763,714
Inventories (309,400) 351,463
Prepaid expenses (8,758) (20,753)
Accounts payable and
accrued expenses (276,242) (551,920)
Other assets (2,428)
____________ _____________
Net cash provided by
(used in) operating activities (162,595) 752,434
____________ _____________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (2,912) (21,965)
____________ _____________
Net cash used in
investing activities (2,912) (21,965)
____________ _____________
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 150,000
Proceeds from issuance of note
payable 125,000
Net repayment on line of credit (655,567) (798,049)
Net proceeds from stock offering
and exercise of options 704,742
Payments on long-term debt (4,378)
____________ _____________
Net cash provided by
(used in) financing activities 169,797 (648,049)
____________ _____________
INCREASE IN CASH 4,290 82,420
CASH, BEGINNING OF PERIOD 0 0
____________ _____________
CASH, END OF PERIOD $ 4,290 $ 82,420
____________ _____________
See Note to Condensed Consolidated Financial Statement
6
RED OAK HEREFORD FARMS, INC. AND PREDECESSOR
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 1997
Red Oak Hereford Farms, Inc. (the Company) is a Nevada
corporation (previously named Wild Wings, Inc.) that is
engaged through its wholly-owned subsidiary, Red Oak Farms,
Inc. (Red Oak) in the business of selling premium, branded,
fresh beef to retail and food service markets and extends
unsecured credit to customers predominantly located in the
southwest and midwest United States.
In February 1997, Red Oak Farms, Inc. was formed with the
members of Mid-Ag, Inc., an LLC, contributing the assets and
liabilities of Mid-Ag to Red Oak in exchange for all of the
outstanding stock of Red Oak. On March 14, all of the
outstanding stock of Red Oak was issued to the Company in
exchange for 10,000,000 restricted common shares of the
Company plus options to purchase an additional 3,000,000
shares of the Company. As a result of this transaction, Red
Oak became a wholly-owned subsidiary of the Company. For
accounting purposes, Red Oak is deemed to be the acquiring
corporation and, therefore, the transaction is being
accounted for as a reverse acquisition of the Company by Red
Oak. Prior to March 14, 1997, the Company operated a
hunting club and had insignificant operations. The
condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Red
Oak Farms, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Earnings per share are calculated using the weighted average
shares outstanding and as if the shares of the Company at
March 15, 1997 had been outstanding for all periods
presented.
The condensed consolidated financial statements do not
include all footnotes and certain financial information
normally presented annually under generally accepted
accounting principles and, therefore, should be read in
conjunction with the Company's December 31, 1996 year-end
financials found in the Company's Form 8-K (File No. 033-
89714) dated March 14, 1997. Accounting measurements at
interim dates inherently involve greater reliance on
estimates than at year-end. The results of operations for
the three months ended March 31, 1997 are not necessarily
indicative of results that can be expected for the full
year.
The condensed consolidated financial statements included
herein are unaudited; however, they contain all adjustments
(consisting of normal accruals) which, in the opinion of the
Company, are necessary to present fairly its consolidated
financial position at March 31, 1997, and its consolidated
results of operations and cash flows for the three months
ended March 31, 1997 and 1996.
The Company entered into a revised agreement on March 21,
1997, with the American Hereford Association (the "AHA") for
the exclusive license and right to process, distribute and
sell Certified Hereford Beef ("CHB") under the CHB
Trademark. The agreement expires December 31, 2000. The
agreement automatically renews for a three-year period
beginning January 1 of each calendar year commencing on
January 1, 2000, providing the terms of the agreement are
met. The revised agreement also includes various operating
standards and requirements of the Company as well as minimum
royalty fees of $500,000, $725,000 and $850,000 for 1997,
1998 and 1999, respectively.
7
RED OAK HEREFORD FARMS, INC. AND PREDECESSOR
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
MARCH 31, 1997
The Company plans to issue up to 1,500,000 units comprising
1,500,000 common shares and 1,500,000 common stock purchase
warrants for $3.00 per unit. The common stock purchase
warrants are callable at $.001 per share on 30 days notice
and grant the holder the right to purchase common stock at
$5.00 per share. As of March 31, 1997, 160,000 units have
been sold.
The Company is also authorized to issue up to $5,000,000
worth of preferred stock.
The Company has granted options to purchase 3,000,000
shares of stock between March 17, 1997 and March 17, 2002.
The shares are exercisable as follows:
Shares Price Per Share
1,000,000 $ 8.00
1,000,000 $10.00
1,000,000 $12.00
The Company has three series of warrants outstanding as
follows:
Series Shares Price Per Share
A 960,000 $4.00
B 960,000 $4.50
C 960,000 $5.00
The Company currently has allocated and issued options for
400,000 shares of the Company's common stock, exercisable at
$3.00 per share, pursuant to the 1995 Stock Option Plan. Of
these options, 114,430 have been exercised as of March 31,
1997.
The Company has also adopted the 1997 Stock Option Plan and
has allocated 1,000,000 shares of common stock to the Plan.
To date, options for 656,000 shares of common stock of the
Company, exercisable at $5.00 per share, have been granted
under the 1997 Stock Option Plan, none of which have been
exercised.
At the time of the conversion of Mid-Ag to Red Oak, total
liabilities exceeded total assets by $517,500. This deficit
was recorded as excess of par value over contributed assets.
As capital has been raised during the quarter ended March
31, 1997, the amount of capital in excess of par value was
credited to this deficit account with the remaining amount
being credited to additional paid-in capital.
8
RED OAK HEREFORD FARMS, INC. AND PREDECESSOR
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(Unaudited)
MARCH 31, 1997
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going
concern. However, the Company has incurred losses and
deficit cash flows since its inception as Mid-Ag due to its
start-up nature in establishing a premium branded Hereford
beef product. The Company has not yet been successful in
establishing profitable operations and has negative
stockholders' equity. These factors raise substantial doubt
about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise
additional funds through loans and/or through raising
additional capital with a private placement offering, and
increase product awareness through marketing efforts to
attain a positive gross profit. There is no assurance that
the Company will be successful in raising this additional
capital or achieving profitable operations. The financial
statements do not include any adjustments that might result
from the outcome of these uncertainties.
9
Item 2. Management's Discussion and Analysis
The matters discussed in this Form 10-QSB contain forward-
looking statements that involve risks and uncertainties
including risk of changing market conditions with regard to
livestock supplies and demand for products of Red Oak
Hereford Farms, Inc. (the "Company"), domestic and
international regulatory risks, competitive and other risks
over which the Company has little or no control.
Consequently, future results may differ from management's
expectations. Moreover, past financial performance should
not be considered a reliable indicator of future
performance.
Reorganization
On March 14, 1997, the Company entered into a Plan of
Reorganization (the "Reorganization") whereby the Company
acquired all of the issued and outstanding common stock of
Red Oak Farms, Inc., ("Red Oak Farms") and changed its name
to Red Oak Hereford Farms, Inc., ("Red Oak"). Pursuant to
the Reorganization, Red Oak Farm's shareholders received
10,000,000 shares of the Company's common stock and options
to purchase an additional 3,000,000 shares of the Company's
common stock. The Company, through its wholly owned
subsidiary, Red Oak Farms, is in the business of
identifying, certifying, processing, slaughtering and
marketing Certified Hereford Beef. Red Oak Farms was
originally organized in August, 1994 as Mid-Ag L.C., an Iowa
limited liability company and was reorganized as Red Oak
Farms, Inc., an Iowa corporation in February 1997. Red Oak
Farms has a two year operating history as Mid-Ag, L.C.
Prior to the Reorganization, the Company was in the
business of operating a hunting and sporting clays club and
had no significant revenues or expenses. As of the date of
the Reorganization, the Company has ceased all hunting and
sporting clays business and has focused on the certified
beef industry. Therefore, unless otherwise indicated, all
financial information for accounting periods prior to the
Reorganization set forth herein refer to the business and
operations of the Company's subsidiary, Red Oak Farms, f/k/a
Mid-Ag L.C.
Results of Operations
Comparison for the three months ended March 31, 1997 and
the three months ended March 31, 1996.
The Company is under contract with the American Hereford
Association and has exclusive license to market Certified
Hereford Beef ("CHB"). Because the Company failed to meet
its quota under its contract with the American Hereford
Association (the "AHA") in 1996, the Company's exclusive
license to market its products under the Certified Hereford
Beef trademark became revocable. The Company subsequently
renegotiated this agreement, effective March 21, 1997. The
agreement imposes performance standards on the Company and
requires Red Oak to process a certain number of CHB cattle
per year and to pay the American Hereford Association
minimum royalty fees. In order to comply with this
agreement, the Company purchases only CHB from various beef
producers.
In turn, the Company then has the CHB processed and
packaged for shipment to customers. To meet processing
requirements the Company entered a contract with Beef
America for slaughter and fabrication of CHB. Under this
agreement, the Company must provide a certain number of
cattle per week for Beef America processing. As of this
reporting period, the Company has not met the quota required
by Beef America, however, Beef America has not terminated
the agreement and is willing to work with the Company as the
CHB market develops. Further, should Beef America terminate
the contract, numerous processing and packing plant
facilities are available to the Company and should the need
arise, the Company can establish a new relationship without
serious consequence to production of CHB.
At the present time, for each head of beef slaughtered,
approximately 20% to 25% is sold as CHB with the remainder
being sold as "commodity" beef at a lower price than the
CHB. Even though a greater percentage could be sold as CHB,
the market has not yet developed to support a larger portion
of each head of beef being sold as CHB. As the Company
broadens product mix and increases customer base, a greater
percentage of each head of beef slaughtered will be sold at
the premium CHB price. The Company anticipates that through
its strategic marketing efforts, the customer base for CHB
will increase sufficiently so that a greater percentage of
the CHB processed will be sold at the premium price and the
Company will meet the minimum number of cattle requirements
of Beef America and the American Hereford Association.
10
For the three months ended March 31, 1997, the Company
continued to realize losses from operations in the amount of
$754,842, compared to $800,655 in net loss for the same
period in 1996. These losses as a percentage of net sales
measured 8.9% in 1997 versus 6.0% in the first quarter of
1996. The Company attributes the net loss to its inability
to recover all costs with only partial premium sales of CHB
to total beef sales from processing operations. Total costs
continued to be unrecoverable with the product mix of
premium "branded" CHB sales and unprofitable "commodity", as
discussed above. New customers for CHB in the first quarter
of 1997 were insufficient to greatly improve product mix,
generate higher average sales and improve profitability.
Continued production at less than break-even is necessary
to meet current customer needs because only a small
percentage of each head of cattle is sold as CHB, while the
Company continues its business development strategies to
improve customer mix, premium "branded" CHB sales and
profitability. Additionally, the Company is experiencing
normal front end or start up overhead costs as a new
business which will require time and volume to reduce to
levels more standard to the industry. Further, the Company
must continue to pay premiums for live cattle, its raw
material source, to prevent jeopardizing long term supply of
market ready, fed cattle eligible for slaughter as CHB, in
spite of continued losses from operations.
During 1997, net sales to three major customers
approximated 35% of the Company's net sales. Resulting
primarily from the reduction of purchases by one of the
Company's major customers, sales for the first quarter of
1997 decreased 36.2%, from $13,256,570 in 1996 to $8,464,897
in 1997. The Company has since added three new CHB
distributors and is in various stages of development with
several potential customers.
Reduced sales resulted in reduced inventory and production
needs. As a consequence, the cost of goods sold decreased
from $13,790,622 in 1996 to $8,917,106 in 1997, a decrease
of 35.3% in the first quarter of 1997 as compared to the
first quarter of 1996.
During the first quarter of 1997, selling, general and
administrative expense for the first quarter of 1997 was
$253,959 compared to $235,852 for the same period in the
1996. This is a 7.7% increase from the first quarter of
1996 and is a result of increase in personnel, salary
expense and interest expense.
To increase market exposure, the Company entered an
agreement with MediaComm Marketing International, Inc.
("MediaComm"), a financial public relations firm that
specializes in the dissemination of information about
publicly traded companies. Under this agreement, MediaComm
will conduct an active marketing campaign, using print,
radio, video and television as well as develop, design and
implement an Internet World Wide Web Site for the Company.
During the first quarter of 1997, the Company acquired
three new distributors for CHB. The distributors, in turn,
are focusing sales of CHB to food service customers
including hotels, restaurants and catering services. The
Company is also in various stages of business development
with several new retail prospects and the Company
anticipates that a number of retail customers will
participate in the CHB program.
In the third and fourth quarters of 1996, the Company
initiated sales of CHB to Korea. During the first quarter
of 1997, the Company realized $55,013 in sales to Korea and
a significant increase in the second quarter. Because no
Korean sales were made in the first quarter of 1996, there
is no similar comparison for the period ended March 31,
1996. The Company is also actively pursuing CHB export
opportunities in China and Japan.
Liquidity and Capital Resources
As of March 31, 1997, the Company had $4,290 cash on hand.
On March 27, 1997, the Company commenced a private offering
relying upon Section 4(2) of the Securities Act of 1933 and
Rule 506 promulgated thereunder. The offering is for
1,500,000 Units ($4,500,000 value) consisting of one share
of the Company's common stock and a warrant to purchase one
share of the Company's common stock. The Units are offered
at $3.00 per Unit. As of March 31, 1997, the Company has
raised gross proceeds of approximately $480,000 from the
private offering. The Company anticipates additional sales
from the private offering before year end.
11
For the period ending March 31, 1997, 114,430 stock options
issued pursuant to the Company's 1995 Stock Option Plan were
exercised at a price of $3.00 per share and the Company
recognized $343,290 in gross proceeds. There are 285,570
stock options issued pursuant to the 1995 Stock Option
outstanding and the Company believes some of these options
will be exercised before year end.
Prior to 1997, the Company received a long term loan in the
amount of $491,000 from the Iowa Department of Economic
Development and is currently paying interest and principal
of approximately $15,000 on a quarterly basis. The final
payment is due July 15, 2015.
The Company also has an outstanding installment note with
MoorMan's, Inc., a feed supplier. Under the terms of this
agreement, the Company is required, among other things, to
purchase cattle exclusively from feedlots which have fed to
such cattle, MoorMan's products for a minimum period of 100
days. The loan amount of $1,000,000 is due October 2001
with interest only payable monthly at approximately $8,000
per month.
In conjunction with the American Hereford Association, the
Company pays a royalty fee of $5.00 for each head of CHB
processed. The Company is obligated to pay a minimum of
$500,000 in royalty fees to the American Hereford
Association. Should the Company fail to meet the minimum
requirement by year end, the Company is required to pay a
lump sum to meet the remainder of the $500,000 obligation.
Currently, the Company pays the royalty fee as each head is
processed and does not anticipate problems in meeting the
minimum requirement.
As of March 31, 1997, the Company also had a note payable
to Cimarron Properties, a related party, in the amount of
$125,000. Subsequent to the date of this report, the
Company paid this obligation in April 1997.
The Company has a revolving line of credit that provides
for borrowings up to $4 million. This line of credit bears
a floating rate of interest equal to 2% above the lender's
prime rate of interest (10.50% as of March 31, 1997). The
Company pays the lender a fee of .25% of the unused credit
line, payable quarterly. This line of credit expires June
30, 1997. The Company will renegotiate the revolving line
of credit at expiration and does not anticipate any problems
re-establishing the line of credit.
Cash flows from financing activities increased from usage
of ($648,049) in the first quarter of 1996 to cash provided
of $169,797 in the first quarter of 1997. The majority of
the increase is due to stock purchases from the private
offering and exercise of stock options.
Cash used for investing activities reduced from ($21,965)
during the first quarter of 1996 to ($2,912) in the first
quarter of 1997. During the first quarter of 1997, the
Company made no major purchases of equipment and made no
capital improvements, while during the first quarter of
1996, the Company completed furnishing its office space with
furniture, computing system and telephone system.
The Company believes that through its marketing strategy
and customer acquisition plan it will recognize a growth in
the customer base, increased CHB sales and a broader CHB
product mix. With increased sales of CHB, along with
proceeds from the private offering and the availability of
credit, the Company believes there will be adequate funds to
meet the Company's obligations.
Capital Expenditures
The Company has no commitments for any significant capital
expenditures in the immediate future.
Inflation
The Company does not believe that inflation has had a
material effect on its results of operations. However, there
can be no assurance that the Company's business will not be
affected by inflation in the future.
12
PART II_OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be involved in
litigation relating to claims arising out of its operations
in the normal course of business. As of the date of this
report, the Company is not a party to any litigation.
Item 2. Changes in Securities
In reliance upon Section 4(2) of the Securities Act of
1933 and Rule 506 promulgated thereunder, the Company
offered 1,500,000 Units of which 160,000 Units at $3.00 per
Unit were sold during the period ended March 31, 1997. Each
Unit consisted of one share of the Company's common stock
and a warrant to purchase one share of the Company's common
stock. This offering was made exclusively to persons who
met the suitability standards established by the Company.
The Company engaged the services of Clark Burns to act as
its finder for this private offering. Under the Finder's
Agreement, Mr. Burns may receive a fee equal to 5% of the
purchase price of the securities sold for those transactions
in which he was the finder.
Item 4. Submission of Matters to a Vote of Security
Holders
On March 14, 1997, a special meeting of the Company's
shareholders was held to (a) approve the Reorganization, (b)
approve the change of the Company's name, (c) elect
directors to serve until the Company's next annual meeting
of shareholders, (d) approve the sale of all of the
Company's assets to Wild Wings Hunting & Sporting Clays
Club, Inc., and (e) approve the adoption of the Company's
1997 Stock Option Plan. The following table sets forth the
voting results as to each of these matters and each nominee
for office.
Number of Number of
Votes For Votes Against Abstentions
Matter Number of Number of and Broker
or Withheld Non-Votes
Approval of Reorganization 12,415,500 0 0
Approval of Change
of Company's Name 12,415,500 0 0
Election of Directors
Gordon Reisinger 12,415,500 0 0
John Derner 12,415,500 0 0
Charles Kolbe 12,415,500 0 0
Leo M. DeSpain 12,415,500 0 0
Approval of Sale of
Assets of Company 12,415,500 0 0
Approval of 1997
Stock Option Plan 12,415,500 0 0
Subsequent to period ending March 31, 1997, the Company
held its annual meeting of shareholders on April 25, 1997
for the purpose of electing directors to serve until the
next annual meeting of shareholders. The following table
sets forth the voting results as to each nominee for office.
13
Nominee Number of Number of Number of
Votes For Votes Abstentio
Against ns and
or Broker
Withheld Non-Votes
Gordon Reisinger 10,199,600 0 0
John Derner 10,199,600 0 0
Gene Wiese 10,199,600 0 0
Charles Kolbe 10,199,600 0 0
Jimmy Powell 10,199,600 0 0
Leo M. DeSpain 10,199,600 0 0
Mike Roller 10,199,600 0 0
Item 5. Other Information.
Pursuant to the approval of the shareholders referred to
in Item 4 hereof, the name of the Company was changed to
"Red Oak Hereford Farms, Inc." on March 17, 1997. The
Company then changed its NASD OTC Bulletin Board trading
symbol from "WILG" to "HERF".
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits or financial statement
schedules are filed as part of this report (exhibits
identified in parentheses below, on file with the United
States Securities and Exchange Commission, are incorporated
herein by reference as exhibits hereto).
Exhibit No. Description
2.01 Agreement and Plan of Reorganization,
dated as of March 14, 1997, by and
between Wild Wings, Inc. and Red Oak
Farms, Inc. (Exhibit 2.1 to Current
Report under Form 8-K, dated March 14,
1997, File No. 033-89714)
3.01 Certificate of Amended Articles of
Incorporation filed with the Nevada
Secretary of State on March 17, 1997
(Exhibit 28.1 to Current Report under
Form 8-K, dated March 14, 1997, File No.
033-89714)
10.01 Business Sale Agreement, dated March 14,
1997, by and between Wild Wings Hunting
and Sporting Clays Club, Inc. and Wild
Wings, Inc. (Exhibit 2.2 to Current
Report under Form 8-K, dated March 14,
1997, File No. 033-89714)
10.02 Agreement, dated March 21, 1997, by and
between the Red Oak Hereford Farms, Inc.
and American Hereford Association
10.03 Custom Slaughter and Fabrication
Agreement, dated February 19, 1997, by
and between Beef America and Red Oak
Hereford Farms, Inc., and Amendment
thereto, dated April 9, 1997
10.04 Client Service Agreement, dated March
11, 1997, by and between MediaComm
Marketing International and Red Oak
Hereford Farms, Inc.
14
10.05 Commercial Lease, dated April 1, 1997,
by and between Gordon and Barbara
Reisinger and Red Oak Hereford Farms,
Inc.
27.01 Financial Data Schedule
99.01 1997 Stock Option Plan
99.02 Certificate of Articles of Exchange
filed with the Nevada Secretary of State
on March 17, 1997 (Exhibit 28.2 to
Current Report under Form 8-K, dated
March 14, 1997, File No. 033-89714).
(b) The Company filed the following reports on Form 8-
K during the first quarter of 1997:
(1) Current Report on Form 8-K, dated March
4, 1997, reporting change of control of Company.
(2) Current Report on Form 8-K, dated March
14, 1997, reporting (A) changes of control of
Company, (B) acquisition and disposition of
assets, (C) changes in Company's certifying
accountant, (D) change of Company's trading symbol
on the NASD OTC Bulletin Board and (E) audited
financial statements of the Company for the fiscal
years ended December 31, 1996 and 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
May 20, 1997
RED OAK HEREFORD FARMS, INC.
By: /S/Gordon Reisinger
________________________________________
Gordon Reisinger, President
By: /S/Gordon Reisinger
________________________________________
Gordon Reisinger, Chief AccountingOfficer