FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mark One
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
_X___EXCHANGE OF 1934.
FOR THE FISCAL YEAR ENDED: December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
____ SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM N/A TO N/A
COMMISSION FILE NUMBER: 33-11795
MT. OLYMPUS ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Formerly known as "Double R Resorts, Inc."
DELAWARE 87-0441351
STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
5110 South 800 East
SALT LAKE CITY, UTAH 84117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (801)262-2265
Attorney for Registrant - Julian D. Jensen: (801) 531-6600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registration (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 files such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES NO XX
As of December 31, 1996, the aggregate value of the voting stock held by
non-affiliates of the Registrant, computed by reference to the average
of the bid and ask price on such date was:
N/A - No Market.
As of December 31, 1996, the Registrant had outstanding 4,300,000 shares of
common stock ($.001 par value).
An index of the documents incorporated herein by reference and/or
annexed as exhibits to the signed originals of this report appears on
page 17.<PAGE>
NOTICE OF DEFERRED FILING
Prior to filing the following Annual Report on SEC Form 10-KSB, the
Company last filed a Quarterly Report (10-QSB) as of September 30, 1995
and its Annual Report as of December 31, 1994. The Company has not
filed the required periodic reports under the Securities and
Exchange Act of 1934 after September 1995, because it did not have any
revenues or other funds to complete filings. Present management
represents there occurred no material event or transaction in the
Company since the last filed Report. Moreover, the Company has attempted
to detail fully in this Report all transactions and events since the
last filed Report in the same manner as if the required interim reports
had been filed. The Company cannot warrant what position the Securities
and Exchange Commission ("SEC") may take with regard to requiring any
past due historical reports to be filed, or the consequences of such
non-filings; but the Company's position is the within Report is a
complete and comprehensive disclosure since the last report
filed. The Company does not intend to file past due reports unless
required to do so by the SEC.
<PAGE>
PART I
ITEM 1. BUSINESS
A. The Registrant
Mt. Olympus Enterprises, Inc. was most recently registered with the
Securities and Exchange Commission (SEC) as Double R Resorts, Inc., pursuant
to a terminated Acquisition Agreement in 1994. The Company has fully termina
ted all transactions with Double "R" Resorts, Inc. and has restored its
historical name of Mt. Olympus Enterprises, Inc. pursuant to a Shareholders'
Meeting in April, 1995. The Company will be referred to in this Annual Report
as "the Company" or "Mt. Olympus". The Company was incorporated under the
laws of the State of Delaware on January 19, 1987. The Company was formed
with broad, but unspecified, general business purposes and without designat
ion of an initial business plan. The Company was formed with the intent of
raising capital to fund the investigation, acquisition, and operation of one
or more investment and business endeavors in any industry subsequently
selected by management, with the ultimate intent of acquiring one or more
business opportunities.
The Company completed a public offering of its shares pursuant to a
prior SEC registration on form S-18 in November of 1988. The offering raised
approximately $64,500.00 in gross proceeds which has been the sole
capitalization of the Company to date.
Subsequent to its incorporation and public offering, the Company
fully acquired a privately held subsidiary corporation, on or about December
20, 1988, known as Medtest, Inc., a Nevada corporation. The Company has no
other subsidiaries. The Company has no current business activities through
Medtest or otherwise. The Medtest technology, as acquired, is
considered obsolete and non-commercial and is not carried as an asset.
In 1994 the Company negotiated and entered a reverse acquisition
arrangement whereby the Company was to acquire certain resort and
recreational properties and interest, principally in central Florida, from a
Florida private corporation known as Double "R" Resorts,
Inc. Pursuant to such agreement, the Company changed its name of record to
"Double R Resorts, Inc." The Company also reverse split its shares two-to-
one (2:1) as such reorganization was approved by its shareholders.
Due to the failure of Double R Resorts to clear title and deliver
the agreed upon assets, the parties entered into a Mutual Rescission of the
reverse acquisition in September, 1994. Both parties released all claims and
rights promised under the Reorganization Agreement. No assets were actually
transferred to the Company and the Company did not issue any shares
incident to the reorganization. At a shareholder meeting in April of 1995,
the shareholders formally approved the rescission, the restoration of the
Company's name, and also rescinded the reverse split. The present Directors
were also re-elected. The Company has had no business activities, beyond
preliminary discussions of merger or acquisition proposals with various
companies, since that date.
The Company, as an inactive corporation, presently uses the
resident address of its President as its corporate offices. These offices
are located at 5110 South 800 East, Salt Lake City, Utah 84107.
B. Narrative Discussion of Business Operations
From the date of incorporation on January 19, 1987 through the
effective date of its initial S-18 public offering, May 12, 1988, the Company
was almost exclusively concerned with organizational matters and preparing
its anticipated initial public offering ("IPO").
The original principals and shareholders of the Company were:
PRIOR OFFICERS & DIRECTORS
ORIGINAL CONSIDERATION
NAME PRIOR OFFICE* SHARES FOR SHARES
Don J. Conver President/Director 250,000 $2,500.00
John W. Evans V. P./Director 250,000 $2,500.00
Sue Carole Birrell Secretary/Treasurer 250,000 $2,500.00
Director
*None of the foregoing are affiliated with the Company or its
Management at the present time, or retain a sharehold position.
The public offering of the Company was closed on or about November
4, 1988. In the completed S-18 offering, all public shareholders were
Colorado residents. There were approximately 1,290,000 shares sold to the
public from the 2,000,000 shares authorized for sale at $0.05/share.
The gross proceeds of the offering were Sixty Four Thousand Five Hundred
Dollars ($64,500.00). Prior to the offering, the Company had a total of
750,000 shares issued at a par value of $0.001. At the completion of the
offering, there were 2,040,000 shares issued and outstanding, of which the
initial officers and directors held 750,000 shares, with 1,290,000 shares
having been sold to the public.
On December 20, 1988, the Company entered into and closed an
Agreement and Plan of Reorganization (the "Agreement") with Medtest, Inc., a
Nevada privately held corporation ("MI"), the purposes of which have
subsequently been abandoned. The following purports to be a summary of the
principal terms of that Agreement, but which summary is subject
to the actual terms and provisions of the complete agreement which has been
previously filed with the Securities and Exchange Commission ("SEC" or
"Commission") as part of an 8-K filing dated
December 20, 1988.
The Agreement provided for the acquisition of all of the
outstanding shares of MI in exchange for Sixty Thousand (60,000) shares of
the Company. Accordingly, MI became a wholly owned subsidiary of the
Company. Shares of the Company were also issued to L. Kent Mackay, Steve P.
Matz, and David G. Madsen; who, pursuant to the terms of such agreement,
became the directors and principal officers of the Company as reorganized.
MI had substantially no assets at the time of acquisition by the Company,
except for an Option Agreement for certain technology dated November 16,
1988 ("Option Agreement") with a Mr. Richard Crangle. The option granted to
the Company the right to acquire a license from Mr. Crangle to an
experimental product developed by Mr. Crangle for the testing of blood
glucose levels known as the B.G.T.TM Device. This acquisition was
subsequently abandoned by the Company after expenditure of most of its
liquid assets on the product without any economic benefit to the Company.
In approximately August of 1989, the Company entered into an
agreement in principle to acquire all of the assets and capital of a
privately held Texas corporation known as "Crane and Tractor" of Dallas,
Inc. which would have resulted in a substantial reorganization of the
Company with new principals obtaining control of the Company as a result of
this proposed reorganization. The Company decided that it was not feasible
to continue to pursue such acquisition and terminated this relationship in
approximately September of 1989.
Also in September of 1989, the Company entered into a Letter of
Intent to attempt to acquire the capital and assets of Jack D. Alexander and
Sphinx Mining Company through a reorganization which would have resulted in
the control of the Company by Jack D. Alexander and the transfer of
substantial mining assets into the Company in exchange for stock. For various
business reasons, this transaction was also terminated in approximately late
September 1989, and there have been no further business interests or pursuits
by the Company, except as noted below.
In 1994, the Company entered into the rescinded reverse acquisition
with Double R Resorts (sometimes generally referred to as "Double R") as gen
erally described below. The Company takes the position that there are no
remaining rights, claims, or interest related to the Double R Acquisition and
that no further disclosure is required other than set-out below. Any
shareholder is advised that they may examine all agreements creating and
rescinding the transactions with Double R upon request to management. The
rescission of the agreement occurred in September, 1994 with shareholder
ratification in April, 1995.
Since the termination of the Double "R" acquisition, the Company
has not actively engaged in any other proposed business activities and
remains without resources or capital. No subsequent discussion of any
acquisition or merger has progressed beyond the most preliminary stages,
subsequent to the Double "R" transaction. The Company continues to retain
Mr. Dennis Madsen to explore potential acquisition, merger or other business
opportunities for the Company.
C. Material Subsequent Events
The management of the Company in February 1994 entered into
negotiations with Double R Resorts, Inc., a privately held Florida
corporation ("Double R"), to indirectly acquire, through a stock acquisition,
an approximate 1500 acre guest ranch, recreation center, and recreational
vehicle park located approximately 60 miles southwest of Orlando, Florida and
approximately 80 miles east of Tampa, Florida near Lake Kissimmee on Highway
60.
A definitive reorganization agreement was executed on March 23,
1994. The closing was subject to various conditions, the principal matter
being the completion by Double R of a successful Plan of Bankruptcy
Reorganization for River Ranch, Inc. (the "Plan"), the owner of the resort
properties and improvements. The closing also required the acquisition of
River Ranch by Double R; and the filing by the Company of all required SEC
reports under the Act. The proposed Reorganization as subsequently
terminated as generally outlined below:
(1) The ranch properties were owned by River Ranch, Inc., a
Florida privately held corporation, which was subject to a Chapter 11
Bankruptcy Reorganization in the United States Bankruptcy Court, Middle
District of Florida, Tampa Division, Bankruptcy #93-8213-8PT.
(2) As part of the Bankruptcy Plan of Reorganization, it was
proposed that the present sole shareholder and parent Company for River
Ranch, Inc., Outdoor Resorts of America, Inc., would convey all shares of
River Ranch, Inc. (7,500) to Double R, a privately held Florida corporation,
created to complete the bankruptcy reorganization as a holding Company for the
ranch properties.
(3) Double R would complete a subsequent stock reorganization with
the Company wherein the River Ranch property would be owned by the Company
through Double R becoming a wholly owned subsidiary of the Company. The
Company, which would then change its name to River Ranch Resorts, Inc. and
would, effectively, become the reorganized debtor in Bankruptcy. It was also
proposed by the "new Double R Management" to complete a "short form" merger
between Double R and River Ranch with Double R as the surviving entity.
(4) The Company was to have satisfied most creditor claims in the
River Ranch bankruptcy by issuing its stock to creditors of the debtor.
Principals of Double R were to receive 10,200,000 pre-reverse split shares of
Company's shares in consideration for the acquisition of Double R.
Bankruptcy creditors of River Ranch would have received up to 2,800,000
pre-reverse shares of the Company. The Registrant implemented a 2:1 reverse
stock split of all its shares after the execution of the Reorganization
Agreement.
(5) The Board of Directors was expanded from three to five members
and a new Board of Directors was elected from among the current management
of Double R, pursuant to shareholder approval.
(6) The following were the Double R elected directors of the
Company:
Mr. Harvie S. DuVal
Mr. Ronald Nitzberg
Mrs.Barbara Greenfield
Mr. Alan S. Gray
Mr. Jordan Klein
Pursuant to the Reorganization Agreement, the Company actually
changed of record its corporate name in the State of Delaware, expanded its
Board, designated the above Board and during the Reorganization period was
known as "Double R Resorts, Inc." The Company did not, so far as presently
known, engage in any active business purposes under the name of Double R and
all activities in the interim period were completed by prior management to
attempt to complete the acquisition of the River Ranch properties.
In September 1994, it became evident by mutual agreement between
the Double R management group, and Mr. Dennis Madsen (acting as an agent for
the prior management and shareholders of Mt. Olympus Enterprises, Inc.), that
the River Ranch properties could not be timely acquired in accordance with
the terms of the Reorganization Agreement. It was then agreed that the
reorganization would be fully rescinded and that the interim management, as
appointed by Double R, would resign. It should also be noted that management
formally resigned in September 1994, and have represented they have not
incurred any debts or obligations form Double R, that none of the stock to
which the new management was entitled was actually issued, and that they had
rescinded all of their subscription rights in and to any stock or other
interest in Mt. Olympus Enterprises, Inc., and that they had returned all
books and records to Mr. Madsen as the agent for the prior management and
shareholders of Mt. Olympus. The prior management also designated Mr. Madsen
to continue to act for the Company as an interim President and Director.
A formal Rescission Agreement releasing both the Company and Double
R from all claims, rights, or interest under the prior acquisition was
entered in September, 1994 . This Agreement was ratified, along with
election of the present Board, in April of 1995. The shareholders also
approved the rescission of the two-to-one (2:1) reverse split of the Company's
shares.
The Company is now in a similar status as existed prior to the
abortive Double R acquisition. That is, it is an inactive shell with
approximately four million three hundred thousand (4,300,000) shares
outstanding of a total authorized fifty million (50,000,000) at $0.001 par
value per share pursuant to rescission of the 2:1 reverse split at its Annual
Meeting in April 1995. The Company does not presently have any business
prospects or activities. New management has retained the services, as
outlined above, of Mr. Dennis Madsen to attempt to seek out potential
further acquisition or merger possibilities. At present, there are no known
merger or acquisition candidates.
Mr. Madsen is to be paid a "to be negotiated" fee in stock and/or
cash in the event of a successful merger or other acquisition.
In October of 1996, the Company borrowed Ten Thousand Dollars
($10,000.00) from one of its public shareholders. This loan was secured to
pay for estimated legal and accounting services incident to filing the within
10-KSB and for costs related to attempting to find a suitable merger/
acquisition candidate. The shareholder will receive Fifty Thousand (50,000)
restricted shares of the Company as interest and for making the loan
available for a six (6) month term, commencing October 31, 1996. The note
will also accrue a standard interest obligation at 12% per anum after six
months, if not repaid by its due date. It is anticipated the loan would
be repaid as a condition of any merger or acquisition. The Company has no
other means to pay this note as due. The shares issued to this shareholder,
together with existing shares held by him, does not require disclosure of the
shareholder among those holding five percent (5%) or more of the issued and
outstanding shares.
The Company presently has approximately $61,108.00 in total
outstanding obligations $6,900.00 in assets and no income resulting in a
negative net worth of $54,208.00. The independent auditors for the Company
have reviewed the Company's accounting note reservation that the Company may
not meet the criteria or definition of an "ongoing business entity" or "going
concern." The independent auditors have included an explanatory paragraph in
their report relating to these matters.
REMUNERATION
At present, there is no compensated employees of the Company. The Board
has not determined any proposed salary or remuneration for officers and does
not believe it can do so until such time as a business purpose and plan have
been established. The present Board plans on continuing its prior policy of
not paying any direct remuneration to Directors for serving on the Board,
except for an authorized "per diem" expense of $400 per meeting, payable if
and when the Company has assets or revenues from which to pay such per diem.
The present Board nominees have agreed to serve without per diem compensation
until such time as the Company is able to pay such amounts.
The Board, subsequent to the April 1995 election, has appointed the
following officers from among the membership of the Board to serve on an
interim basis:
<PAGE>
OFFICERS
NAME AGE POSITION SHAREHOLD COMPENSATION2
L. KENT MACKAY 53 President/Director 1,170,000 None presently
paid or owing
GREGORY STRINGHAM 52 V.P./Director 55,000 None presently
paid or owing
DAVID WINTERS 41 Secretary/Treasurer 51,000 None presently
paid or owing
1 The foregoing shares held by management are historical positions,
except for 50,000 shares as issued to each officer within the past
thirty (30) days for their services as directors and officers over
the past five (5) years without other compensation. The foregoing
have agreed to accept such shares in full satisfaction of any
further wage claims or interest in the Company.
2 The Company has not established any fixed compensation for officers
or directors and it is not intended that any compensation will be
fixed or paid, except in the event of such subsequent merger,
acquisition or active business purpose being developed.
Options, Warrants or Similar Rights
Currently, there are no outstanding or proposed stock options,
warrants or similar rights accrued or owing to any person or party. Mr.
Dennis G. Madsen previously had a finder's fee for 250,000 shares of
restricted stock if the Reorganization with Double R Resorts was completed.
Since this Reorganization is now fully terminated and rescinded, both the
Company and Mr. Madsen agreed that all options rights related there to have
been cancelled as to Mr. Madsen.
The Company has committed to pay a finder's fee to Mr. Madsen
involving the issuance of stock, or a combination of cash and stock,
contingent upon completion of a successful merger or acquisition through the
efforts of Mr. Madsen. This matter will, however, be subject to negotiation
between management, management of any third party, and Mr. Madsen. There are
no specific understandings as to the amount of compensation, at this time,
between the Company and Mr. Madsen or any other person for finder's or
acquisition fees. Any such subsequent finder's or acquisition fee would be
reported to shareholders in the normal reporting fashion. Mr. Madsen,
because of his close affiliation with management and central role in any
potential acquisition or merger must be considered a "control" person within
the Company.
D. Transactions with Prior Management
While the Company did not have any subsequent business or financing
transactions subsequent to those described above, and has continued
essentially as a "shell" corporation, the following historical transactions
with management and other related parties should be noted:
(i) On approximately December 20, 1988, management of the Company
authorized the payment of a Mt. Olympus note owing to L. Kent Mackay, its
President, in the sum of $25,000 and agreed to pay current other
accounts payable of the Company in the sum of $5,000.
(ii) On February 13, 1990, the Company agreed to cancel certain
indebtedness for funds advanced by Dennis G. Madsen and L. Kent Mackay
to the Company for restricted stock as follows:
NAME OF BORROWER AMOUNT OWED BY COMPANY SHARES ISSUED IN
SATISFACTION
L. Kent Mackay $14,500.00 1,100,000
Dennis G. Madsen Jointly 1,100,000*
*Mr. Dennis G. Madsen in 1994 to 1995 assigned or sold his shares
to various individuals to discharge personal debts and advance certain funds
to the Company. He presently owns no shares of the Company; though,
approximately 50,000 shares (1.2%) are currently shown on the transfer books
of the Company in Mr. Madsen's name, pending completion of the share
transfers.
After the termination of the Sphinx Letter of Intent, the Company
has not, until the transactions with Double R (discussed under subsequent
events above) engaged in any form of business activity or any attempt at
reorganization or acquisitions. Since the Double R Rescission, the Company
has had preliminary contacts related to potential mergers or acquisitions,
but no substantive discussions. The Company has had a continuing negative
net worth, minimal assets, and has had no income. There has been no trading
market for the period of approximately June of 1989 to the present date. No
salaries or other remuneration has been paid to any officer/director or any
other employee or agent of the Company since approximately September 1989 and
no such officer, employee, or agent, has devoted more than a minimal amount
of time to the Company during this period.
RISK FACTORS & RELATED PARTY TRANSACTIONS
While Risk Factors are not typically included within 10-KSB filings
and are not a required item, management felt, due to the long inactivity of
the Company and historical failure to file all Reports under the Securities
and Exchange Act of 1934 ( 34 Act), that the following "special" Risk
Factor Section was warranted:
1. As of December 31, 1989, and continuing to the present date, the
Company has had a negative net worth and has no business opportunities and
activities other than the potential acquisitions described above. The
Company is presently insolvent.
2. It is probable that the Company will have to engage in either
subsequent public or private financing, or lending activities, if possible,
in order to finance of any intended business acquisition, and to repay
current obligations. No assurance can be made that the Company will be
successful in such endeavors. Moreover, there is no assurance that the
Company will succeed in developing any active public market for its
securities, even subsequent to completion of any proposed acquisition.
3. The Company has become delinquent in some of its required filings
with the Securities and Exchange Commission ("SEC" or "Commission"), pursuant
to the Securities and Exchange Act of 1934 prior to this filing. Therefore,
the Company may be enjoined from trading or subject to other sanctions by the
SEC which could impair the status or ability of the Company to become a publicly
traded company. The last prior filing by the Company was its September 30,
1995 10-QSB Report.
4. The Commission or private parties may challenge the issuance or
validity of various unregistered shares. The issuance of these shares are
generally described herein and are deemed by the Company to be properly
issued pursuant to various claimed exemptions from registration. Any such
challenge could, however, result in possible damage claims, suspension of any
subsequent trading, rescissions of stock transactions, or other consequences,
which may adversely effect the Company.
5. The Company's management will be attempting to engage in a search
for prospective business opportunities which will most likely include
potential merger or acquisitions to acquire an active business asset or
purpose. There is no assurance that the Company will be successful in these
endeavors. Further, it is probable that any such acquisition will involve
substantial issuance of stock which could result in dilution to present
shareholders; and, in all events, will almost certainly result in a new
controlling block of shares being issued. Any such merger or acquisition
will, most likely, lead to a potential change in management of the Company.
6. The Company has been and continues to be substantially dependent on
Mr. Dennis Madsen to locate and propose to the Board various funding,
acquisition, or business proposals. There is no assurance Mr. Madsen will be
successful in such endeavors. In all events, Mr. Madsen must be considered
as a control person in his relationship to current management. Any new Board
will most likely be required to arrange repayment to Mr. Madsen for a
finder's fee, as well as potential loans and advances to the Company as
described under the section of Management Analysis of Financial Conditions.
ITEM 2. PROPERTIES
The Company's office facilities presently consist of space in the
home of its former President, L. Kent Mackay. The facilities are provided as
a courtesy without any commitment and the Company does not pay any rent for
such facilities. The Company is provided, on a non-exclusive basis, with the
office space and use of a telephone and minimal supplies. The Company
intends to reimburse Mr. Mackay for any costs incurred on behalf of the
Company when and if able.
ITEM 3. LEGAL PROCEEDINGS
To the best knowledge of the Company, there are no material legal
proceedings to which the Company is a party; nor, to which any of its
property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the last shareholder meeting in April 1995, the Double R
transaction rescission was affirmed, the reverse split of shares rescinded,
present Directors elected, and the firm of HANSEN, BARNETT & MAXWELL
appointed to act as independent auditors for the Company. There is no
presently scheduled or intended shareholder meetings, and it is not
anticipated that any shareholder meeting will be noticed in the foreseeable
future, except as necessary to vote upon and approve an acquisition or merger.
PART II.
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Mt. Olympus stock traded briefly for the period from approximately
the conclusion of its public offering, on or about November 4, 1988, through
approximately October, 1989. At all times during this period of trading, the
markets on which the Company traded must be described as "locally generated
trading lists." The Company never traded on the NASDAQ, or any other
national exchange or listing, nor was there ever any well defined markets for
the Company's shares. Within these limitations, the following charts attempt
to set-out the known high and low price on a bid and ask basis for the
Company stocks for each of the quarters in question.
Fiscal Year Ended
December 31, 1988 High Low
Fourth Quarter $3.50 . . . . . . .$5.50
December 31, 1989
First Quarter 2.00 . . . . . . . 1.00
Second Quarter 1.50 . . . . . . . 1.00
Third Quarter .50 . . . . . . . .25
Fourth Quarter No Quotes - No Trades
December 31, 1990 - Present Date
High Low
First Quarter No Quotes - No Trades
Second Quarter No Quotes - No Trades
Third Quarter No Quotes - No Trades
Fourth Quarter No Quotes - No Trades
<PAGE>
AT PRESENT, THERE IS NO TRADING MARKET FOR THE COMPANY'S
SECURITIES AND IT IS NOT LIKELY THAT ANY MARKET WILL DEVELOP UNLESS
THE COMPANY IS SUCCESSFUL IN FUTURE EFFORTS TO OBTAIN SOME ACTIVE
BUSINESS PURPOSE OR TO COMPLETE A MERGER OR ACQUISITION LEADING TO
AN ACTIVE BUSINESS PURPOSE.
ITEM 6. SELECTED FINANCIAL DATA
See attached December 31, 1996 Financials.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
A. Liquidity and Capital Resources
The Company presently has an accumulated deficit of $146,495.00 and
minimal assets, ($6,900.00). Except for future potential reorganizational
efforts, the Company has no present business purpose or plans. At the
present, the Company must be considered as an inactive public shell with
limited prospects. The accountants have indicated a reservation that the
Company is not a "going concern". In essential terms, this means that the
Company cannot be considered financially viable and has negative net worth
without any prospect of present business activities. The Company has
recently filed federal and state income tax returns through the end of
calendar year 1996, as well as completing all corporate filings within the
State of Deleware through that period.
Even if the Company should be successful in obtaining future
capitalization, it has substantial debts which must be paid that will impair
its ability to engage in future business activities.
B. Results of Operations
The Company last had business activities in 1989. From its
inception to the present, the Company has never had any revenue or profits.
From the termination of the Reorganization Agreement with Double R in
September of 1994, the Company has had no clear plan or activities to
generate revenues. The Company expended funds in excess of the net amount of
its public offering in financing the Medtest acquisition and subsequent
payments for the technology option and to develop the technology.
C. General
The Company has kept its historic accounting on a calendar year
basis ending December 31st of each year. Accounting has been performed on an
accrual basis. The Company does not believe it can report on any
"environmental factors" or "impact of inflation" until or unless it has a
business purpose and activity.
D. Obligations to Mr. Dennis Madsen
As noted in the attached financials, the Company currently has a
note obligation from 1983 in the principal amount of Sixteen Thousand Dollars
($16,000.00) owing to Mr. Dennis Madsen, plus accrued interest, for funds
advanced to the Company principally to pay prior accounting expenses.
Another shareholder has, in 1995, made available to the Company additional
loans equal to Three Thousand Dollars ($3,000.00) to date for payment of
interim accounting, attorney, proxy and filing fees and may advance other
funds for these and related Company expenses. In 1996, a third minority
shareholder loaned the Company Ten Thousand Dollars ($10,000.00) for filing,
accounting and legal services. New management, if elected, will have to work
out with Mr. Madsen and other shareholders, terms of repayment for these and
other amounts advanced, either through the issuance of notes, stock or cash
repayments when, or if, funds become available. See Accounting f.n. 3.
E. No Disagreement with Current Auditors
The Company has no disagreement with the opinions of its current
auditors as attached.
PART III.
ITEM 10. PRESENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following constitute the present Board of Directors and
principal officers as elected in April 1995. There is no plans to
concurrently hold a shareholder election for new directors:
L. KENT MACKAY - DIRECTOR - (President)
Mr. L. Kent Mackay currently resides in Murray, Utah. He is a 1967
graduate of the University of Utah with a degree in Management and Finance.
He obtained an MBA Degree from that institution in 1968. His prior business
experience includes self employment as a management consultant from 1987 to
present. Previously, he has served with Deseret Medical, Security National
Investment Corporation and Kennecott Copper Corporation. Mr. Mackay has also
served part-time as an officer and director on other small public companies.
Mr. Mackay was a prior officer and director of the Company and remains a
significant shareholder.
GREGORY M. STRINGHAM - DIRECTOR - (Vice President)
Mr. Gregory M. Stringham currently resides in Bountiful, Utah. He is a
1970 graduate of Weber State College with a degree in Industrial Engineering.
He subsequently studied Engineering Administration at the University of Utah,
but has no advanced degree. He is presently an independent consulting
engineer. For the past 15 years prior, he served with various small
companies in Northern California as an engineer. He was last employed by
Solid State Services of Pittsburgh, California. He also has experience
serving part-time on the Board of the following small public companies:
Southern Cross Ventures, Commercial Liquidation and Vascular International.
None of those companies are active. Mr. Stringham has never been a prior
officer or director of the Company.
DAVID WINTERS - DIRECTOR - (Secretary/Treasurer)
Mr. David Winters currently resides in Sandy, Utah. He is a 1978
graduate of Lehigh University and also obtained a B.S. Degree in Civil
Engineering from the Georgia Institute of Technology in 1982. Mr. Winters
was previously the Construction Manager for Kennecott Copper Corporation near
Salt Lake City, Utah. He was employed by Kennecott Copper from 1990 to 1993.
At present, Mr. Winters currently serves as Manager of Secor International,
Inc., an environmental engineering firm. Prior to his employment with
Kennecott, Mr. Winters worked for Chevron Corporation and Pipeline Systems,
Inc. Mr. Winters has also served part-time on the board of various small
public companies. Mr. Winters has never been a prior officer or director of
the Company.
ITEM 11. EXECUTIVE COMPENSATION
At present, there is no compensation being paid to any officer or
director of the Company. It is the intent of the Company to establish
compensation when and if funds are available to pay officers.
No projection or estimate can be given as to when or if management
salaries will be authorized, or the amount of such salaries, as determined in
the reasonable discretion of the Board of Directors. It would be anticipated
that any initial salaries would be low in this Company, because the Company
will almost certainly have to raise additional capital to acquire an active
business in order to be in a position to pay salaries in the future.
Directors are not compensated, except for a per diem payment not to
exceed Four Hundred Dollars ($400.00) per Board of Director's Meeting. This
per diem has not been paid historically due to lack of funds and no future
prospectus for payment of the per diem is anticipated unless the Company is
subsequently capitalized or otherwise has active business purposes.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
PROSPECTIVE MANAGEMENT
The following table sets forth, as of the current date, the holders
of common stock by each person who owned of record, or was known by the
Company to own beneficially, five percent (5%) or more of the Company's
common stock, and by the Company's prospective directors and officers.
Name Position Shares Owned Percent
L. Kent Mackay Director/Pres. 1,170,000 27.21%
Gregory M. Stringham Director/V.P. 55,000 1.3%
David Winters* Director/Sec./Treasurer 51,000 1.2%
*Beneficially owned by spouse.
OFFICERS AND DIRECTORS
AS A GROUP (3 Individuals) 1,276,000 29.67%
OTHER SHAREHOLDERS HOLDING OVER 5%
NAME OF SHAREHOLDER POSITION NO. OF SHARES PERCENT OF OUTSTANDING
Robert Lewis* None 300,000 7.0%
Dr. Phillip Taylor None 400,000 9.3%
Gordon Crofts* None 300,000 7.0%
David R. Nemelka None 1,100,000 25.6%
Scott W. Martin None 219,000 5.1%
* These shareholders are the primary assignees of approximately
1,100,000 shares previously held by Dennis G. Madsen as a promoter and agent
of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dennis Madsen is a consultant to the Company and may be deemed to
be a control person in the Company as discussed above. Mr. Madsen currently
owns no shares in the Company, though there are approximately 50,000 shares
(1.2%) currently of record in Mr. Madsen's name and not yet transferred. Mr.
Madsen is currently owed approximately Sixteen Thousand Dollars ($16,000.00),
plus interest, by the Company and is to additionally be paid a "to be
negotiated" finder's fee, if successful in presenting a merger or acquisition
acceptable to the Company's Board of Directors.
The Company does not deem that there are any other material related
party transactions or relationships.
<PAGE>
PART IV.
ITEM 14. ATTACHED EXHIBITS
(A) See attached December 31, 1996 audited financials.
DATED this 31ST day of January, 1997.
L. Kent Mackay
President and Director
Date:1/31/19997
Gregory H. Stringham
Vice President and Director
Date:1/31/1997
David Winters
Secretary/Treasurer and Director
Date:1/31/1997
<PAGE>
REPORT OF AUDITORS FOR PERIODS ENDING DECEMBER 31, 1995 AND DECEMBER 31, 1996
HANSEN, BARNETT & MAXWELL
345 East Broadway, Suite 200
Salt Lake City, UT 84111-2693
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
December 31,
1996 1995
________________ -------------
ASSETS
Current Assets
Deposit with legal counsel $ 6,900 $
Total Current Assets 6,900 -
- ---------------------
Total Assets $ 6,900 $ -
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 26,448 $ 29,690
Accrued interest 5,660 3,500
Notes payable to related parties 29,000 19,000
------------
- --------------
Total Current Liabilities 61,108 52,190
------------
- -------------
Stockholders' Deficit
Common stock - $0.001 par value;
50,000,000 shares authorized;
4,300,000 shares issued and
outstanding 4,300 4,300
Additional paid-in capital 87,987 86,583
Deficit accumulated during the
development stage (146,495) (143,073)
Total Stockholders' Deficit (54,208) (52,190)
-----------
- -------------
Total Liabilities and Stockholders' Deficit $ 6,900 $ -
------------
- -------------
The accompanying notes are an integral part of these financial
statements.<PAGE>
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
For the
Cumulative
Period from
January 19, 1987
(Date of Inception)
Through
For the Years Ended December 31. December
1996 1995 1994 31, 1996
Income $ - $ - $ - $ -
Option Expenses - - - 55,349
Merger and Acquisition
Expenses 4,332 53,304
General and Administrative
Expenses 234 367 80 35,486
Interest Expense 2,160 1,900 1,600 5,660
Net Loss Before
Extraordinary Item (6,726) (19,773) (16,835) (149,799)
Extraordinary Gain from Debt
Forgiveness,
Net of Tax of $0 -
Note 9 3,304 - - 3,304
Net Loss $ (3,422) (19,773) (16,835) $ (146,495)
Net Loss Per Common
Share Before
Extraordinary Item $ - $ - $ - $ (0.04)
Extraordinary Gain
Per Common Share - - - -
Net Loss Per
Common Share $ - $ - $ - $ (0.04)
Weighted Average Common
Shares Outstanding 4,300,000 4,300,000 4,300,000 3,374,829
The accompanying notes are an integral part of these financial
statements.<PAGE>
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
For the
Cumulative
Period From Jan.
19, 1987 (Incept.)
Through December
31, 1996
For the Years Ended December 31,
1996 1995 1994
Cash Flows From
Operating Activities
Net loss $ (3,422) $ (19,773) $ (16,835) $ (146,495)
Adjustments to recon-
cile net loss to
net cash used by
operating activities:
Amortization - - - 5,164
Expenses paid by
stockholder 1,404 6,691 5,560 13,655
Expenses paid
from deposit with
legal counsel 3,100 - - 3,100
Increase in accrued
interest payable 2,160 1,900 1,600 8,160
(Decrease) Increase
in accounts payable (3,242) 11,182 9,675 45,448
Net Cash Used By
Operating Activities - - - (70,968)
Cash Flows From
Investing Activities
Payment for
organization costs - - - (5,164)
Net Cash Used In
Investing Activities - - - (5,164)
Cash Flows From
Financing Activities
Proceeds from notes
payable to related parties - - - 37,000
Repayment of note
from related party - - - (25,000)
Proceeds from issuance of
common stock, net of
offering costs - - - 64,132
Net Cash Provided
by Financing Activities - - 76,132
Net Decrease In Cash $ - $ - $ - $
Supplemental Schedule of Noncash Investing and Financing Activities - Note 6
The accompanying notes are an integral part of these financial
statements.<PAGE>
MT. OLYMPUS
ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' DEFICIT
Additional Deficit
Common Stock Paid-in Accumulated Total S.H.
Shares Amount Development Deficit
Stage
Balance, January
19, 1987 (Date of
Inception) - $ - $ - $ - $ -
Issuance of common
stock for cash at
$0.01 per share -
January 19, 1987 750,000 750 6,750 - 7,500
Issuance of common
stock for cash in
public offering
at $0.05 per share
before offering
costs of $8,620,
November 4, 1988 1,290,000 1,290 54,590 - 55,880
Issuance of common
stock to acquire
common stock of Medtest
Inc., at predecessor
cost, $0.01 per share,
December 21, 1988 60,000 60 692 - 752
Issuance of common
stock in payment
of note payable to
shareholders, $0.01
per share,
February 17, 1990 2,200,000 2,200 12,300 - 14,500
Cumulative net
loss through
December 31, 1993 - - - (106,465) (106,465)
Balance, December
31, 1993 4,300,000 4,300 74,332 (106,465) (27,833)
Payment of expenses
by a stockholder,
no additional shares
issued - - 5,560 - 5,560
Net loss - - (16,835) (16,835)
Balance, December
31, 1994 4,300,000 4,300 74,332 (106,465)
Payment of expenses
by a stockholder,
no additional shares
issued - - 6,691 - 6,691
Net Loss - - - (19,773) (19,773)
Balance, December
31, 1995 4,300,000 4,300 86,583 (143,073) (52,190)
Payment of expenses
by a stockholder,
no additional
shares issued - - 1,404 - 1,404
Net Loss - - - (3,422) (3,422)
Balance, December
31, 1996 4,300,000 $ 4,300 $ 87,987 $(146,495) $(54,208)
The accompanying notes are an integral part of these financial
statements.<PAGE>
MT. OLYMPUS
ENTERPRISES
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
Mt. Olympus Enterprises, Inc. (the Company) was incorporated under the laws
of the State of Delaware on January 19, 1987. The Company is considered a
development stage enterprise whose principal business activity through 1989
was acquiring, testing, producing and marketing medical technology and
products. The Company has pursued various merger and acquisition opportunities
since 1989, which it continues to pursue.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
Income Taxes--The Company recognizes a deferred tax asset or liability from
temporary differences between the basis of assets and liabilities reported
for financial statement purposes and federal and state income tax purposes, and
for the tax effect of net operating loss carryforwards. At December 31, 1996,
the Company had a net operating loss carryforward in the amount of $140,785
which will expire between 2002 and 2011. The Company has provided a valuation
allowance against the resulting deferred tax asset. The deferred tax asset
consists of the following at December 31, 1996 and 1995:
December 31,
1996 1995
Accrued interest $ 1,924 $ 1,190
Net operating loss carry forward 47,867 47,455
Total Deferred Tax Assets 49,791 48,645
Valuation Allowance (49,791) (48,645)
Net Deferred Tax Asset $ - $ -
Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Actual results could differ from those estimates.
NOTE 3--NOTES PAYABLE TO RELATED PARTIES
During 1993, a stockholder acting as agent of the Company, assumed liability
for an account payable by signing a personal promissory note for $16,000. The
Company agreed to pay this money back to the stockholder. Terms for repayment
have not been established; however, interest has been accrued at 10%.
In 1995, a stockholder loaned the Company $3,000 for the purpose of paying
expenses. Terms for repayment have not been established; however, interest
has been accrued at 12%.
<PAGE>
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
In October 1996, a stockholder loaned the Company $10,000 to pay costs and
expenses to bring the Company's annual reports with the Securities and
Exchange Commission current. The terms of the loan give the shareholder
priority as to payment when funds are available over other creditors. The
loan bears interest at 12 percent per year. As payment of the first six
months of interest, the shareholder will be issued 50,000 shares of
restricted common stock.
At December 31, 1996, the accrued and unpaid interest on loans from
stockholders total $5,660.
NOTE 4--REVERSE STOCK SPLIT AND MERGER RECISION
On April 15, 1994 the Company completed a 1-for-2 reverse stock split in
connection with a proposed merger with a privately held Florida Corporation
known as Double R Resorts, Inc. The reverse stock split was rescinded at the
Company's shareholder meeting in April 1995. The accompanying financial
statements have been presented as if no split had ever occurred.
On March 23, 1994 the Company entered into a reorganization agreement with
Double R Resorts, Inc. The name of the Company was changed to Double R
Resorts, Inc. On September 29, 1994, Double R Resorts, Inc. exercised its
rights under the agreement to rescind all transactions and commitments
relating to the reorganization. On April 13, 1995 the Board of Directors of
the Company voted to change the name of the Company back to Mt. Olympus
Enterprises, Inc. The accompanying financial statements have been presented
as if the agreement had never taken place. Expenses incurred by the Company in
connection with the reorganization agreement have been recognized in the
statements of operations.
NOTE 5--GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred
net losses since inception of $146,495 and, as of December 31, 1996, the
Company's total liabilities exceeded its total assets by $54,208. Those
factors, as well as the uncertain conditions that the Company faces regarding
its future operations, create an uncertainty about the Company's ability to
continue as a going concern. Management of the Company is developing a plan
to investigate alternative methods of raising capital and pursuing business
acquisitions and reorganizations. The ability of the Company to continue as a
going concern is dependent upon the plan's success. The financial statements
do not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
NOTE 6--NONCASH INVESTING AND FINANCING ACTIVITIES
During the years ended December 31, 1996, 1995 and 1994, a stockholder paid
expenses of the Company in the amount of $1,404, $6,691, and $5,560,
respectively. No additional shares of common stock were issued. The payments
were accounted for as contributions of additional paid-in capital.
<PAGE>
During the year ended December 31, 1990, the Company issued 2,200,000 shares
of common stock in payment of a note payable and accrued interest payable to
stockholders as follows:
Note payable from related party $ 12,000
Accrued interest payable 2,500
Common stock issued $ 14,500
In 1996, funds were held and expended by the company's legal counsel. In
October 1996, a shareholder loaned the Company $10,000. In November 1996,
$3,100 was used to pay Company expenses for a balance of $6,900 at December
31, 1996 held by legal counsel.
NOTE 7--COMMITMENTS AND CONTINGENCIES
The Company is currently (12/31/1996) delinquent in its filing of its annual
report with the State of Delaware. The Company has noted an intent to bring
its corporate filing and tax filings current as of the date of filing of the
10KSB Report to which these financials are appended.
NOTE 8--DEPOSIT WITH LEGAL COUNSEL
The proceeds from a loan from a shareholder in October 1996 (See Note 3) are
held by the Company's legal counsel for expenditure as directed by
Management. The unexpended funds held by counsel total $6,900 at December 31,
1996 and are noninterest bearing.
NOTE 9--EXTRAORDINARY GAIN FROM DEBT FORGIVENESS
In 1996, the Company's stock transfer agent forgave amounts owed for services
provided totaling $3,404. The transfer agent continues to provide services to
the company. As required by generally accepted accounting principles, the gain
from the debt forgiveness has been recognized as an extraordinary gain in the
accompanying statement of operations for the year end December 31, 1996.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET, AND STATEMENT OF INCOME, AND EXHIBIT 11 (STATEMENT RE
COMPUTATION OF PER SHARE EARNINGS) AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995 DEC-31-1994
<PERIOD-END> DEC-31-1996 DEC-31-1995 DEC-31-1994
<CASH> 6,900 0 0
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 6,900 0 0
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 6,900 0 0
<CURRENT-LIABILITIES> 61,108 52,190 0
<BONDS> 0<F3> 0 0
0 0 0
0 0 0
<COMMON> 4,300,000<F4> 4,300,000 4,300,000
<OTHER-SE> (146,495) (143,073) 0
<TOTAL-LIABILITY-AND-EQUITY>6,900<F6> 0 0
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 4,566 17,873 15,235
<LOSS-PROVISION> 0<F7> 0 0
<INTEREST-EXPENSE> 2,160 1,900 1,600
<INCOME-PRETAX> 0 0 0
<INCOME-TAX> 0<F2> 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 3,304 0 0
<CHANGES> 0 0 0
<NET-INCOME> (3,422)<F1><F5> (19,773) (16,835)
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
<FN>
<F1>
NOTE 1-ORGANIZATION AND BASIS OF PRESENTATION
Mt. Olympus Enterprises, Inc. (the Company) was incorporated under the laws
of Deleware on 1/19/1987. The Company is considered a development stage
enterprise whose principal business activity through 1989 was acquiring
testing, producing and marketing medical technology and products. The
Company has pursued various other merger and acquistion opportunities
since 1989, which it continues to pursue.
<F2>NOTE 2 --SIGNIFICANT ACCOUNTING POLICIES
Income Taxes-The Company recognizes a deferred tax asset or liability
from temporary differences between the basis of asset and liabilities
reported for financial statement purposes and federal and state income
tax purposes, and for tax effect of net operating loss carryforwards.
At 12/31/1996, the Company had a net operating loss carryforward in the
amount of $140,785 which will expire between 2002 and 2011. The Company
has provided a valuation allowance against the resulting deferred tax
asset. The deferred tax asset consists of the following at 12/31/1996 and
12/31/1995: 1996 accrued interest: $1,924; NOLCF $47,867;Total defer.
assets $49,791; valuation allowance ($49,791). For 1995: accrued interest
$1,190; NOLCF $47,455; Total Defer.Tax Asset $48,645; Valuat. Allowance
$48,645
ESTIMATES:
The preparation of financial stements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Actual
results could differ from those estimates.
<F3>NOTE 3--NOTES PAYABLE TO RELATED PARTIES
During 1993, a stockholder acting as an agent of the Company, assumed
liability for an account payable by signing a personal promissory note
for $16,000. The Company agreed to pay this money back to the stockholder
Terms for repayment have not been established; however, interest has been
accrued at 10%.
In 1995, a stockholder loaned the Company $3,000 for the purpose of paying
expenses. Terms for repayment have not been established; however,
interest has been accrued at 12%.
In October 1996, a stockholder loaned the Company $10,000 to pay costs
expenses to bring the Company's annual reports with the Securities and
Exchange Commission current. The terms of the loan give the shareholder
priority as to payment when funds are available over other creditors. The
loan bears interest at 12% per year. As payment of the first six months
of interest, the shareholder will be issued 50,000 shares of restricted
common stock.
At December 31, 1996, the accrued and unpaid interest on loans from
stockholders totalled $5,660.
<F4>NOTE 4--REVERSE STOCK SPLIT AND MERGER RECISSION
On April 15, 1994 the Company completed a 1-for-2 reverse stock split in
connection with a proposed merger with a privaltely held Florida
Corporation known as Doble R Resorts, Inc. The reverse stock split was
rescinded by the Company at a shareholders meeting in April 1995. The
accompanying financial statements have been presented as if no split had
ever occurred.
On March 23, 1994 the Company entered into a reorganization with Double R
Resorts, Inc. On September 29, 1994, Double R Rseorts, Inc. exercised
its rights under the agreement to rescind all transactions and commitments
relating to the reorganization. On April 13, 1995 the Board of Directors
of the Company voted to change the mame of the Company back to Mt. Olympus
Enterprises, Inc. The accompanying financial statements have been
presented as if the agreement had never taken place. Expenses incurred by
the Company in connection with the reorganization agreement have been
recognized in the statement of operations.
<F5>NOTE 5--GOING CONCERN
As shown in the accompanying financial statements, the Company has
incurred net losses since inception of $146,495 and, as of December 31,
1996, the Company's total liabilities exceeded it total assets by
$54,208. These factors, as well as the uncertain conditions that the
Company faces regarding its future operations, create an uncertainty
about the Company's ability to continue as a going concern. Management
of the Company is developing plan to investigate alternative methods
of raising capital and pursuing business acquistitions and reorganiz-
ations. The ability of the Company to continue as a going concern is
dependent upon any plan's success. The financial statements do not
include any adjustments that might be necessary if the Company is unable
to continue as a going concern.
<F6>NOTE 6--NONCASH INVESTING AND FINANCING ACTIVITIES
During the years ended December 31, 1996,1995 and 1994, a stockhoder
paid expenses of the Company in the amount of $1,404, $6,691, and $5,560
respectively. No additional shares of common stock were issued. The pay-
ments were accounted for as contributions of additional paid-in capital.
During the year ended December 31, 1990, the Company issued 2,200,000
shares of common stock in payment of a note payable and accrued interest
payable to stockholders as follows:
Note payable from related party $12,000
Accrued interest payable 2,500
Common stock issued $14,500
In 1996, funds sere held and expended by the company's legal counsel.
In October 1996, a shareholder loaned the Company $10,000. In November,
1996 $3,100 was expended to pay Company expenses for a balance of $6,900
at December 31, 1996 as held by legal counsel in trust account.
<F7>NOTE 7--EXTRAORDINARY GAIN FROM DEBT FORGIVENESS
In 1996, the Company's stock transfer agent forgave amounts owed for
services provided totalling $3,404. The transfer agent cntinues to
provide services to the Company. As reguired by generally accepted
accounting principles, the gain from the debt forgiveness has been re-
cognized as an extraordinary gain in the accompanying statement of
operations for the year end December 31, l996.
</FN>
</TABLE>
