SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2001

                         SHADOWS BEND DEVELOPMENT, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                        Commission File Number: 333-56046

                                   87-0617649
                      (IRS Employer Identification Number)

             200 Lafayette Street, Suite 750, Baton Rouge, LA 70801
               (Address of principal executive offices )(Zip Code)

                                 (225) 343-7811
                (Registrant's telephone no., including area code)

   (Former name, former address and former fiscal year, if changed since last
                                     report)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT
                                (TITLE OF CLASS):
                         Common Stock, $0.001 par value

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 [ ]


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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]

Revenues for year ended December 31, 2001: $-0-

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 28, 2002, was: $ 52,341,764
                                          -----------

Number of shares of the registrant's common stock outstanding as of April 10,
2002 was: 40,667,136

Documents Incorporated by Reference:  (1)  Any annual report to security holders
- None;  (2) Any proxy or information statement - None;  (3)  Any report filed
pursuant to Rule 424(b) or  (c) under  securities Act of 1993 - None.

Transitional Small Business Disclosure Format (check one):  Yes X ; No   .
                                                               ---    ---


TRANSFER AGENT AS OF APRIL 10, 2002:
                     Deposit Guaranty Insurance Corporation
                                   PO Box 8207
                            Bacliff, Texas 77518-8207


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PART I

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------
GENERAL

About Shadows Bend Development, Inc.

Shadows Bend Development, Inc.   ("Shadows Bend) 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.  Shadows Bend has offices at
200 Lafayette Street, Suite 750, Baton Rouge, LA 70801.

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


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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 corporation 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.

The shareholders did not authorize any additional matters in 2001.

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. 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.

Shadows Bend filed an SB2 on February 22, 2001 registering 551,942 shares
offered by three shareholders:  Howard M. Overson for 548,192, the estate of
Frank A. Morbeck for 2,500 shares and Marily While for 1,250 shares.  No
additional shares were issued in the offering.  The reason for the SB2 is that
selling shareholders may only resell their shares through a registered offering
since they were acquired when Shadows Bend was a blank check company.  They
acquired these shares as part of the merger with the Louisiana Corporation.
On August 7, 2001, the Company filed a 15(c)-211 in order to obtain approval for
trading on the OTC Bulletin Board.

Risk Factors

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties.  Shadows Bend Development Inc.'s ("Company") actual
results may differ significantly from the results discussed in the
forward-looking statements.


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The Company is 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 We anticipate the need to raise funds,
either by borrowing the funds or through equity financing, in order to commence
principal operations as to date, the Company has financed our start-up phase
thus far through loans to the company.

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 will attempt to secure conventional financing through a lending
institution.

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

- Our ability to fund and complete our first facility;

- changes in the United States healthcare system and changes in applicable
government    regulations that might affect our future profitability;

- our substantial indebtedness and debt service obligations;

- our ability to operate in a heavily regulated environment and to satisfy
regulatory authorities;

- the continued availability of insurance for the inherent risks of liability in
the healthcare industry;

- our reputation for delivering high-quality care and our ability to attract and
retain patients;
changes in our business strategies;

- market acceptance of our services;

- our ability to compete with existing and future care providers;


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- difficulty recruiting and retaining staff of sufficient technical caliber to
provide adequate and on-going services to our residents;

- failure to successfully market our services and attract sufficient numbers of
residents with adequate resources to fill our facilities;

- our ability to secure the capital and the related cost of the capital
necessary to fund our proposed operations and future growth; and

- our ability to establish a market for our commons stock.

In light of the significant uncertainties inherent in the forward-looking
statements made in this report, 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.

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. 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


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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. 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.


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We believe that assisted living, particularly for Alzheimer's sufferers, is one
of the fastest growing segments of elder care, benefiting 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. 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.

                                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


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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. 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 programming, 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.

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


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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 new facilities would reach a stable level of
occupancy of over 90% within two to four months of opening, but there can be no
assurance that these results will be achieved in new facilities. 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


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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, and we are frequently presented with opportunities to
acquire, develop or manage assisted living facilities for Alzheimer's residents.

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 grounds keeping 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.

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


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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.

Programming. 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 recently changes their
Medicare provisions to allow for 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 with some federal support.

                                    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,


<PAGE>
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 $3,200,00 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.


<PAGE>
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. 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.

                                    Employees

Shadows Bend currently employs 4 full-time employees.

                         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 and other
appropriate reports. However, we intend to become a reporting company 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.


<PAGE>
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 report. 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 December 31, 2001, we had no outstanding options, warrants, or convertible
securities. 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 April 10, 2002, we had approximately 583 shareholders of record as reported
by our transfer agent. Our transfer agent for our common stock is Deposit
Guaranty Insurance Corporation, PO Box 8207, Bacliff, Texas 77518-8207

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

Since 2000, the Company's administrative offices have been located at 200
Lafayette Street, Suite 750, Baton Rouge, LA 70801. We rent a 1,456 square foot
facility at his location 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.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

General. From time to time, we are involved in litigation relating to claims
arising out of our operations in the normal course of business. We are not
currently engaged in any legal proceedings that are expected, individually or in
the aggregate, to have a material adverse effect on us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended December 31, 2001.


<PAGE>
PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------

Since January 2002, the Company ('Registrant") has been publicly traded under
the symbol "SHBD" on the OTC Bulletin Board which is operated under the
supervision of the National Association of Securities Dealers, Inc. The OTC
Bulletin Board is a securities market utilizing a sophisticated computer and
telecommunications network. Market participants comprise market makers generally
dealing in "penny stocks", independent dealers who commit capital and stocks and
compete with each other for orders. The OTC Bulletin Board has adopted rules
that require companies quoted on its system to be current in their reporting
obligations to the SEC, among other things. The Securities and Exchange
Commission has adopted rules, such as Rule l5c2-6, which impose restrictions on
a broker-dealer's ability to trade in penny stocks. Prior to this, the Company's
stock was not traded. Registrant is authorized to issue 50,000,000 Common
Shares, of which approximately 40,667,136 shares are outstanding as of April 10,
2002. In addition, the following table shows the high and low bid of
Registrant's Common Stock during the prior year.

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

SALES OF UNREGISTERED SECURITIES

Real Time Interests, Inc. was issued 531,285 shares of restricted stock on
November 14, 2001 as payment for a public relations and business consultant to
the Company.  Duane Street Group was issued 531,285 shares on November 14, 2001
payment for managing the administrative functions for Shadows Bend.  Amanda
Patterson was issued 27,246 shares of restricted stock for payment for prior
work in preparing various contracts.  Southern Property Mgmt was issued 531,285
shares of restricted stock as payment for consulting work involving the planning
phase and working on implementation plan for Alzheimer treatment center.
Mechelle Naquin was issued 27,246 on November 14 for payment for prior work in
preparing various contracts.  Melvin and Doris Achord were issued 20,000 shares
of restricted stock on July 9, 2001 for payment for accounting services rendered
in the evaluation of a potential acquisition.  Alvin Gautreaux was issued
300,000 shares of restricted stock on June 6, 2001 as a signing bonus to become
Secretary of the Company, design a policy and procedure book and handle all
human resource and employee relations. Thomas H. Normile was issued 300,000
shares of restricted stock on June 6, 2001 in payment for consulting services
rendered for land purchase.  SEC Investments was issued 500,000 shares of
restricted stock on June 6, 2001 as payment for Consulting services rendered in
the development of national market with Alzheimer treatment center. Revamped
business plan for Shadows Bend Development.  Capital Resource Holding, Inc. was
issued 252,000 shares of restricted stock on October 25, 2000 in payment for
consulting services rendered for land purchase.  Thomas H. Normile was issued
420,000 on October 25, 2000 for payment for consulting services rendered for
land purchase.   Palisade Properties, Inc. was issued 3,528,000 restricted
shares as part of the shares issued in exchange with Diamond Holdings, LLC for a


<PAGE>
six-acre tract of land in Baton Rouge, LA to be used for a Alzheimer Treatment
and Home Health Center.  Michael Sciacchetano was issued 4,987,174 shares of
restricted stock on October 25,2000 in payment for developing the Alzheimer
project and as payment for his accepting the role of President of Shadows Bend
Development.

SHADOWS BEND DEVELOPMENT, INC.

ITEM 6. FINANCIAL STATEMENTS
----------------------------

The following is a discussion of our financial condition, results of operations,
liquidity and capital resources. This discussion should be read in conjunction
with our Consolidated Financial Statements and the notes thereto included
elsewhere in this Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

We are a development stage company. Our business plan includes the construction
and operation of resident care facilities for persons afflicted with Alzheimer's
or other related dementia diseases.

Shadows Bend Development anticipates acquiring Alzheimer care facilities in 2002
and has signed letters of intent to that end.  These acquisitions are predicated
on securing funding for the acquisitions.

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.  There
has been no revenue for the past two years.  Our year-end 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. 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., 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 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 from him. The current amount
of the loan from Mr. Gomez is $100,000. The principal amount of the loan and
service fees of $10,000 due to Three Oaks Manor, Inc. are due on or before
January 2, 2003.

In November of 2000 we borrowed $150,000 from Thomas H. Normile, one of our
shareholders. In June of 2001, we borrowed $207,000 from a bank. Part of the
proceeds from the loan were used to repay the loan from Mr. Normile. The
remaining money was used for operating expenses. This loan is secured by our
real property. The loan is due June 13, 2002. The loan is a demand note with a
balloon payment due on June 13, 2002, if demand is not made prior to that date.
Quarterly interest payments are due at a rate of 11% per annum. The first
quarterly payment was due on September 13, 2001, but was not paid. The bank has
agreed to extend the payment due date on the first and the second quarter
payments until December 31, 2001.


<PAGE>
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 $3,063,977 and operating the facility for
twelve months will be approximately $831,124.

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. 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.

FORWARD LOOKING STATEMENTS

This filing 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 filing 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 filing
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. For example, a few of the
uncertainties that could affect the accuracy of forward-looking statements,
besides the specific factors identified in the Risk Factors section of this
filing, include the following:


<PAGE>
- Our ability to fund and complete our first facility;

- changes in the United States healthcare system and changes in applicable
government regulations that might affect our future profitability;

- our substantial indebtedness and debt service obligations;

- our ability to operate in a heavily regulated environment and to satisfy
regulatory authorities;

- the continued availability of insurance for the inherent risks of liability in
the healthcare industry;

- our reputation for delivering high-quality care and our ability to attract and
retain patients;

- changes in our business strategies;

- market acceptance of our services;

- our ability to compete with existing and future care providers;

- difficulty recruiting and retaining staff of sufficient technical caliber to
provide adequate and on-going services to our residents;

- failure to successfully market our services and attract sufficient numbers of
residents with adequate resources to fill our facilities;

- our ability to secure the capital and the related cost of the capital
necessary to fund our proposed operations and future growth; and

- our ability to establish a market for our commons stock.

In light of the significant uncertainties inherent in the forward-looking
statements made in this filing, 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse changes in market prices and
rates. We are exposed to market risk because of changes in foreign currency
exchange rates as measured against the U.S. dollar. We do not anticipate that
near-term changes in exchange rates will have a material impact on our future
earnings, fair values or cash flows. However, there can be no assurance that a
sudden and significant decline in the value of European currencies would not
have a material adverse effect on our financial conditions and results of
operations.

Our short-term bank debt bears interest at variable rates; therefore our results
of operations would only be affected by interest rate changes to the short-term
bank debt outstanding. An immediate 10 percent change in interest rates would


<PAGE>
not have a material effect on our results of operations over the next fiscal
year.

ITEM 8. FINANCIAL STATEMENTS
----------------------------

The financial statements of the Company, together with the auditor's report are
attached hereto as Attachment A and incorporated herein for all purposes.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

The Company's [auditor] accountant is Clyde Bailey of San Antonio, Texas. The
Company does not presently intend to change accountants. At no time has there
been any disagreements with such accountant regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF REGISTRANT
----------------------------------------------------

The directors and officers of the Company and its subsidiary, as of April 10,
2002, are set forth below. The directors hold office for their respective term
and until their successors are duly elected and qualified by the stockholders of
the Company. Vacancies in the existing Board which occur between annual meetings
of the stockholders are filled by a majority vote of the remaining directors.
The officers serve at the will of the Board of Directors.

MANAGEMENT

Directors and Executive Officers

Set forth below are the names, ages, years of service and positions of the
executive officers and directors of Shadows Bend.

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.

<TABLE>
<CAPTION>
Name                     Age          Position           Term of Office  Director Since
<S>                      <C>  <C>                        <C>             <C>
Michael W. Sciacchetano   33  Director, President, CEO,  One Year term             2000
Alvin J. Gautreaux, Jr    50  Director & Secretary       One Year Term             2000
</TABLE>


<PAGE>
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.

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.

COMMITTEES OF THE BOARD

We presently do not have any committees

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

None of the officers and directors were required to file Section 16(a) forms in
2001.


<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

Compensation of Executive Officers

There was no compensation awarded to, earned by, or paid to any named executive
officer by any person for services rendered in any capacities to our company and
its subsidiaries for the fiscal years ended December 31, 2001, 2000, and 1999.

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 $42,000, and in 2001, totaled
approximately are being accrued and will be paid 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 will be
adopting a stock option and/or stock benefit plan for our employees, directors,
and consultants in 2002.

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.


a.   Security Ownership of Certain Beneficial Owners

The following table sets forth certain information concerning the Common Stock
ownership as of December 31, 2001, of each person who is known by us to be the
beneficial owner of more than five percent of the Company's Common 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

Palisade Properties, Inc.       3,528,000                           35.28%
Leonard LaPlace
Adolph LaPlace


<PAGE>
6989 Menlo Dr.
Baton Rouge, LA 70808

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


Unless otherwise indicated, all shares of Common Stock are held directly with
sole voting and investment power.

b.   Security  Ownership  of  Management

The following table sets forth certain information concerning the Common Stock
ownership as of December 31, 2001, 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

Michael E. Geissler                 -0-

Alvin J. Gautreaux, Jr.             -0-

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


Unless otherwise indicated, all shares of Common Stock are held directly with
sole voting and investment power.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED 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.


<PAGE>
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, 2001, we had accrued approximately $11,000.00 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 end 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.

PART IV

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a) The following documents are filed as part of this report:
1. Financial statements; see index to financial statement and schedules in Item
6 herein.
2. Financial statement schedules; see index to financial statements and
schedules in Item 6 herein.
3. Exhibits:

(b) Reports on Form 8-K
None


<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has duly caused this Form 10-KSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of Baton
Rouge, Louisiana, on April 17, 2002.

SHADOWS BEND DEVELOPMENT, INC

By: /s/ Michael Sciacchetano




-----------------------------------
Michael Sciacchetano, President, Chairman of the Board of Director, and
Principal Financial and Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1933, this 10-KSB
has been signed below by the following persons  on behalf of the registrant in
the capacities and on the date indicated.

Signature                         Name and Title                    Date


/s/ Michael Sciacchetano


------------------------
Michael Sciacchetano       President, Directors and Principal    April 17, 2001
                           Financial Accounting Officer


/s/ Alvin J. Gautreaux


------------------------
Alvin J. Gautreaux         Director and Secretary                April 17, 2001


<PAGE>
<TABLE>
<CAPTION>
                            SHADOWS BEND DEVELOPMENT INC.
                  (formerly Silver Beaver Mining Company, Inc.)
                           (A Development Stage Enterprise)
                              CONSOLIDATED BALANCE SHEET
                               AS OF DECEMBER 31, 2001

                                     A S S E T S
                                     -----------
<S>                                                  <C>               <C>
Current Assets
--------------
                Cash                                 $         1,387
                                                     ----------------
                      Total Current Assets                                       1,387
Fixed Assets
------------
                Land                                       1,111,260
                                                     ----------------
                      Total Fixed Assets                                     1,111,260

                                                                       ----------------
                      Total Assets                                     $     1,112,647
                                                                       ================

Current Liabilities
-------------------
                Accounts Payable                             153,904
                Note Payable - Gulf Coast                    207,000
                Accrued Interest                              34,682
                                                     ----------------
                      Total Current Liabilities                                395,586

Long-Term Liabilities
---------------------
                Notes Payable                                150,000
                                                     ----------------
                      Total Long-Term Liabilities                              150,000
                                                                       ----------------
                      Total Liabilities                                        545,586

Commitments and Contingencies                                                        -

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


Common Stock    50,000,000 authorized shares, $.001 par value                   12,755
                12,755,302 shares issued and outstanding


Additional Paid-in-Capital                                                   1,106,149
Accumulated deficit during the development stage                              (551,843)
                                                                       ----------------

                      Total Stockholders' Equity (Deficit)                     567,061
                                                                       ----------------

                      Total Liabilities and Stockholders' Equity       $     1,112,647
                                                                       ================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                SHADOWS BEND DEVELOPMENT INC.
                        (formerly Silver Beaver Mining Company, Inc.)
                              (A Development Stage Enterprise)
                            CONSOLIDATED STATEMENTS OF OPERATIONS



                                                   FOR THE        FOR THE      FROM 1/20/00
                                                 YEAR ENDED     YEAR ENDED     (INCEPTION)
                                                 DECEMBER 31    DECEMBER 31     TO DEC 31
REVENUES:                                           2001           2000            2001
---------                                       -------------  -------------  --------------
<S>                                             <C>            <C>            <C>
    Revenues                                    $          -   $          -   $           -
                                                -------------  -------------  --------------

      Total Revenues                                       -              -               -

EXPENSES:
---------
    Interest Expense                                  40,350          9,333          49,683
    Professional Fees                                 54,525                         54,525
    Consulting Fees                                  318,514                        318,514
    Organizational Expenses                                -         84,973          84,973
    Operating Expenses                                42,929          1,219          44,148
                                                -------------  -------------  --------------

      Total Expenses                                 456,318         95,525         551,843

      Net loss from Operations                  $   (456,318)  $    (95,525)  $    (551,843)

PROVISION FOR INCOME TAXES:
---------------------------

    Income Tax Benefit                                     -              -

      Net Income (Loss)                         $   (456,318)  $    (95,525)  $    (551,843)
                                                =============  =============  ==============


Basic and Diluted Earnings Per Common Share            (0.04)         (0.03)          (0.18)
                                                -------------  -------------  --------------

Weighted Average number of Common Shares          10,833,032      3,110,198       3,110,198
                                                =============  =============  ==============
    used in per share calculations
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                SHADOWS BEND DEVELOPMENT INC.
                        (formerly Silver Beaver Mining Company, Inc,)
                               (A Development Stage Enterprise)
                            CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    FOR THE        FOR THE      FROM 1/20/00
                                                  YEAR ENDED     YEAR ENDED     (INCEPTION)
                                                  DECEMBER 31    DECEMBER 31     TO DEC 31
Cash Flows from Operating Activities:                2001           2000            2001
-------------------------------------            -------------  -------------  --------------
<S>                                              <C>            <C>            <C>
  Net Income (Loss)                              $   (456,318)  $    (95,525)  $    (551,843)

  Changes in operating assets and liabilities:
      Shares Issued for Services                      318,514              -         318,514
      Accounts Payable                                 82,861         71,043         153,904
      Accrued Interest                                 25,349          9,333          34,682
                                                 -------------  -------------  --------------

Net Cash Used in Operating Activities            $    (29,594)  $    (15,149)  $     (44,743)


Cash Flows from Investing Activities:
-------------------------------------

      Capital Expenditures                            (27,070)             -         (27,070)
                                                 -------------  -------------  --------------

Net Cash Used in Investing Activities            $    (27,070)  $          -   $     (27,070)
                                                 -------------  -------------  --------------


Cash Flows from Financing Activities:
-------------------------------------

  Note Payable                                         57,000        300,000         357,000
  Finder's Fee                                              -       (285,000)       (285,000)
  Common Stock                                              -          1,200           1,200
                                                 -------------  -------------  --------------

Net Cash Provided for Financing Activities       $     57,000   $     16,200   $      73,200
                                                 -------------  -------------  --------------

Net Increase (Decrease) in Cash                  $        336   $      1,051   $       1,387

Cash Balance,  Begin Period                             1,051              -               -
                                                 -------------  -------------  --------------

Cash Balance,  End Period                        $      1,387   $      1,051   $       1,387
                                                 =============  =============  ==============

Supplemental Disclosures:
  Cash Paid for interest                                    -              -               -
  Cash Paid for income taxes                                -              -               -
  Stock Issued for Interest                                 -         20,000               -
  Shares Issued for Services                     $    318,514
  Shares Issuued for Assets                      $     34,190
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                              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
                                                 ----------  ----------  -----------  -------------------  ---------------
<S>                                              <C>         <C>         <C>          <C>                  <C>

   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 Silver           813,404         813        (813)                                    0
         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
                                                 ==========  ==========  ===========  ===================  ===============

   6/15/01
   Issuance of Shares for Services                  820,000         820     105,180                               106,000

   6/15/01
   Issuance of Shares for Surveying                 300,000         300      33,890                                34,190

   10/31/01
   Issuance of Shares for Services                1,634,724       1,634     210,880                               212,514

   Net Income  (Loss)                                                                           (456,318)        (456,318)

                                                 ----------  ----------  -----------  -------------------  ---------------
   Balance, December 31, 2001                    12,755,302      12,755   1,106,149             (551,843)         567,062
                                                 ==========  ==========  ===========  ===================  ===============
</TABLE>


<PAGE>
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.

INDEPENDENT AUDITOR'S REPORT
----------------------------

I  have audited the accompanying balance sheet of Shadows Bend Development, Inc.
(Company),  a  Development  Stage  Enterprise,  as  of December 31, 2001 and the
related  statement  of  operations,  statement  of stockholders' equity, and the
statement  of cash flows for the years ended December 31, 2001 and 2000 and from
inception  (January  20,  2000) to December 31, 2001. 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 in
the  United States. 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, 2001
and  the  results  of  its operations and its cash flows for the two years ended
December 31, 2001 and 2000 and from inception (January 20, 2000) to December 31,
2001  in  conformity with accounting principles generally accepted in the United
States.

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.


                                Clyde Bailey P.C.
San Antonio, Texas
March 30, 2002


<PAGE>
                          SHADOWS BEND DEVELOPMENT, INC.
                          Notes to Financial Statements

NOTE  1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------

ORGANIZATION

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
12,755,302  shares  issued  and  outstanding  as  of  December  31,  2001.

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

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.

ORGANIZATION  COSTS

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.

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.


<PAGE>
                         SHADOWS BEND DEVELOPMENT, 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, 2001.

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. 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 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


<PAGE>
                         SHADOWS BEND DEVELOPMENT, INC.
                  (FORMERLY SILVER BEAVER MINING COMPANY INC.)
                          Notes to Financial Statements

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

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.


<PAGE>
                         SHADOWS BEND DEVELOPMENT, 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.

In  June  of  2001,  the  Company issued 1,120,000 shares of its common stock to
individuals  for services and payment for surveying the land. A total of 820,000
shares of common stock was issued for services and valued at $106,000. The other
300,000  shares  of  common  stock  were  issued for part of the surveying costs
associated  with  land  and  valued  at  $34,190.

In  October  of 2001, the Company issued 1,634,724 shares of its common stock to
individuals  for  services associated with the founding services of the Company.
The  shares  were  valued  at  $212,514.

NOTE  4  -  RELATED  PARTIES

Accounts  Payable  in  the  amount  of $11,000 to Trace Resources LLC., which is
wholly  owned  by  Michael  Sciacchetano,  majority  shareholder  and President.

NOTE  5  -  NOTES  PAYABLE

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 with an
unrelated  tract  of  land.

A  total of $34,682 has been accrued as of December 31, 2001. The requirement to
issue  common  stock  will  be  accounted  for at the maturity of the notes as a
reduction  of  the  accrued  interest.

In June of 2001, the Company obtained a loan at Gulf Coast Bank for $207,000 and
retired  the note payable to Thomas Normile. The note to Gulf Coast Bank carries
an  interest  rate  of  11%  and  matures  June  13, 2002. Interest will be paid
quarterly  and  the  principle  due  at  maturity.

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:


<PAGE>
                         SHADOWS BEND DEVELOPMENT, INC.
                          Notes to Financial Statements

NOTE  6  -  GOING  CONCERN  (CON'T)
-----------------------------------

"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 SACIACCHETANO HAS AGREED TO
ADVANCE THE COMPANY UP TO $10,000 ON A ONE YEAR NOTE TO FUND THE NECESSARY
OPERATIONS.

NOTE  7  -  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.


<PAGE>
                         SHADOWS BEND DEVELOPMENT, INC.
                          Notes to Financial Statements


NOTE  8  -  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  $183,646  in net operating loss is available to be carried over to
future  years  and  will  expire  in  2018  and  2019.


NOTE  9  -  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  tothe  old  Company.

In  addition  to  the finder's 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

NOTE  10  -  SUBSEQUENT  EVENTS

On  January  29,  2002,  the  Company  approved a dividend to the holders of the
Company's  common  stock  with  a  dividend rate on each share of two additional
shares for each share of common stock that the shareholder held. This results in
total  outstanding  shares  on  January  29,  2002  being  38,265,906.

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


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