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Proof of Utah started in 1984 at Bowling Green, OH in the aptly named Bowling Green State University. The group would later move to Champaign, IL, where they built a studio that housed the recording sessions for their third album Happy To Be Here. The band composed of Mike Brosco (vocals, guitars, bass, keyboards), Louie Simon (vocals, drums, percussion), Mark Rieke (keyboards, saxophone, flute), Steve Ward (guitar, harmonica, vocals, mandolin), Stan George (saxophones, clarinet), Ron Wagner (bass, guitar).

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