SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1997
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
COMMISSION FILE NUMBER : 33-11795
MT. OLYMPUS ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 87-0441351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
5110 South 800 East
Salt Lake City, Utah 84117
(Address of principal executive offices) (Zip Code)
(801) 262-2265
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO as to filing YES X NO as to filing
requirement
The number of shares outstanding at March 31, 1997: 4,300,000<PAGE>
Copies of Any Responses To:
Mr. Julian D. Jensen, Esq.
Attorney for Mt. Olympus Enterprises, Inc.
311 South State, Suite 380
Salt Lake City, UT 84111
(801) 531-6600<PAGE>
MT. OLYMPUS ENTERPRISES, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Exhibit
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations... 4
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 5
Item 5. Other Information 5
Item 6. Exhibits 5
[Inapplicable Items Have Been Omitted]
<PAGE>
PART I. - Financial Information
Item 1. Financial Statements. [Unaudited]
Financial statements for the quarterly period ended
March 31, 1997 are attached hereto and made a part of this Report.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(a) Operations & Liquidity - For the three (3) month
period ending March 31, 1997, on an unaudited basis, the Company
had a net loss of Ten Thousand Forty Dollars ($10,040.00) compared
to a loss of Six Hundred Sixty-Three Dollars ($663.00) for the
comparative period in 1996. Management also notes there are Three
Thousand Five Hundred Fifty-Six Dollars ($3,556.00) in current
assets with current liabilities of Sixty-Six Thousand Four Hundred
Eighty-Two Dollars ($66,482.00). As a result, the Company has a
deficit in working capital as of March 31, 1997 of Sixty-Two Thousand
Nine Hundred Twenty-Six Dollars ($62,926.00). The company has an
accumulated deficit since inception of One Hundred Fifty-Six
Thousand Five Hundred Thirty-Five Dollars ($156,535.00). A
substantial portion of the accumulated deficit arose from the
expenditure of the initial capitalization of the Company. The
independent auditors for the Company have indicated a reservation
that the Company may qualify as a going concern.
During the quarter ended March 31, 1997, the Company
has expended Nine Thousand Two Hundred Sixteen Dollars
($9,216.00) in merger and reorganization expenses.
As previously set-out in the 1996 Form 10-KSB Annual
Report, the Company has a relationship with Mr. Dennis G. Madsen,
as a promotor and shareholder of the Company, to act as a special
agent for the Company in attempting to find business acquisition,
merger or reorganization opportunities for the Company. This
relationship exists on a to be determined fee basis and with Mr.
Madsen agreeing to serve in such capacity based upon his
prospective sharehold interest in the Company in the event such
acquisition is completed, and for other fees as may be negotiated.
Mr. Madsen has been successful in introducing the
Company to various entities seeking to conduct their business
through a public company. As of the date of this Report, no
commitments to proceed with any acquisition, merger, or related
transaction has been finalized. However, reporting prospectively
after the date of this Report, the Company has filed an 8-K Report on
May 8, 1997 outlining the terms of a proposed reorganization and
merger with a company known as Afritel, Inc. This prospective event
is more fully reported in the 8-K filing and under subparagraph (c)
below. The Company has determined not to make any further
announcement of any such transaction or to further report the same
until a final agreement is entered.
(b) Results of Operations - The Company has been
inactive since the termination of its prior agreement with Medtest
Corporation in approximately June of 1989. Prior to that date, the
Company had expended all of its liquid assets in attempting to
maintain the Medtest licensing option and to supply funding for
development of such product. Since that date, the Company has
made various attempts to enter into acquisition or reorganization
agreements with various entities; none of which have been successful
except as noted herein. The description of those aborted efforts have
been previously reported and are not deemed material to this
Reporting statement. The Company does not presently have any
income or revenues and has various outstanding debts as generally
described above and primarily for legal and accounting services,
which are presently unpaid.
There will be no prospect for future revenues, income,
or debt repayment until or unless there is the consummation of the
preliminary reorganization agreement, merger or acquisition as
generally described under subparts (c) below.
Mr. Madsen and other shareholders have advanced for
the Company approximately Twenty-Nine Thousand Dollars
($29,000.00) to date in 1997 to pay for registration, filing, licensing,
reorganizational and related services; primarily to professionals, both
historic and current, as retained by the Company. The Company has
had no revenues or other source of funds.
No salary or other remuneration has been paid in 1997
to any officer or director and no compensation is anticipated until or
unless the Company is able to engage in some business pursuit. The
Company has no employees and does not anticipate any employees.
Mr. Madsen intends to make a demand for repayment of loans if the
Company has future profits.
(c) Significant Events - IN THE INTEREST OF FULL
DISCLOSURE, THE COMPANY PROSPECTIVELY REPORTS that
as of May 8, 1997, the Company filed an 8-K Report during this
quarterly period indicating the general terms and provisions of a
preliminary letter of intent for a merger and reorganization with a
privately-held Texas corporation known as Afritel, Inc. It is not the
intent of the Company to set-out, in the same detail or particularity,
the terms or provisions of that proposed reorganization as outlined
and supported by relevant documents as filed in the 8-K Report.
Each prospective investor or other interested party may contact
directly the company and obtain a copy of the 8-K Report as filed.
Additionally, copies of the 8-K may be obtained from the SEC directly
through its public document facilities.
In essential terms, and as limited and prescribed by the
more detailed information of the 8-K filing, the Company has entered
into a preliminary letter of intent with Afritel by which the Company
would be merged into Afritel with Techstar being the surviving entity.
It is further proposed that after completion of the merger, which will
require subsequent shareholder vote and approval, the name of the
corporation would be changed to Afritel and the Company would
engage in anticipated wireless telephone services and equipment
sales in various nations of Africa. The proposed merger would also
require a forty-three-to-one (43:1) reverse split of the Company's
presently issued and outstanding shares.
At present, there is pending before the formal
submission of the Plan and Agreement of Reorganization to the
shareholders of each company, the completion of a Private
Placement Offering by Afritel, which is a necessary term and
condition to go forward with the Reorganization Agreement. The
Company can not make or project a definitive time in which this
Private Placement funding may be completed, if at all, but is optimistic
that the same will be completed and funded within the next sixty (60)
days. Promptly after completion of the Private Placement Offering by
Afritel, the Company intends to formally notice a Proxy Solicitation to
its shareholders to vote upon the proposed specific terms of
Reorganization and Merger as generally outlined above. Each
shareholder will be given a subsequent opportunity to vote for or
against the proposed merger after a more complete disclosure of
details. At the time of the proposed Proxy Solicitation, it is intended
that consolidated financial statements will be provided for Afritel and
MOE to provide an accurate financial picture of the proposed
company in the event of the merger and reorganization. At the
present time, and until the completion of the Afritel Private Placement
Offering, it is generally believed that Afritel does not have any
substantial assets, income or other business purpose, and would not
significantly alter or change the financial statements attached hereto.
No value has been presently prescribed to the intangible business
concepts and plan of Afritel. Afritel has no present assets or other
tangible equipment.
In all events, the Agreement of Reorganization is a
preliminary agreement and cannot be deemed to be vested or final
until such time as the completion of the Private Placement Offering by
Afritel and the formal submission of the Plan and Agreement - yet to
be entered in final form - to a vote and approval of the respective
shareholders. If either the Afritel Private Placement is not completed,
or the shareholders do not approve the final terms and Plan of
Reorganization, then the merger will not occur and MOE will not
have any other present prospects for other business activities.
As noted above, financial data for Afritel is not yet
available and will not be supplied until the Proxy Materials are
provided to each shareholder. Any further questions or inquiries
concerning the proposed Reorganization should be directed to the
Company at its address indicated above; or, questions may be
directed to the Company's legal counsel, Mr. Julian D. Jensen of 311
South State, Suite 380, Salt Lake City, UT 84111, at (801) 531-6600.
Further, direct questions may be directed to Mr. Richard Furlin, as the
Chief Financial Officer for Afritel, at 700 Gemini Street, Houston, TX
77058; Telephone - (281) 488-3883.
The Company also reports, prospectively, and as set-out in
more detail in the 8-K filing, that it has entered into a loan
transaction wherein Mr. Dennis Madsen, as a principal agent for the
Company for acquisitions, entered into a private loan obligation with
a third party for approximately Sixty Thousand Dollars ($60,000.00).
The Company is not a direct party to such loan, but agreed to the
prospective issuance of Five Million (5,000,000) of its shares to
secure such loan upon and in consideration for receiving the
discharge and payments of all of its debts and obligations, as of
approximately April 15, 1997, from the proceeds of this third party
loan. These matters are more fully and particularly set-out with
supporting documentation in the 8-K filing.
It is anticipated that should the Reorganization be
completed with Afritel, Mr. Madsen will receive Five Hundred
Thousand (500,000) shares of stock of the Company as part of
deferred compensation for consulting and finding efforts related to the
Reorganization with Afritel, and that from this 500,000 shares, he will
assign a portion of such stock to fully discharge and pay the debt
obligation owing by Mr. Madsen to the third party. The balance of the
shares authorized to be issued (4,500,000) will be issued to the Afritel
shareholders as part of the Reorganization after the reverse split to
existing shareholders.
PART II. - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
None during reporting quarter.
Item 5. - Other Information.
Any shareholder not receiving the 1996 Annual Report
on Form 10-KSB or wanting a copy of the May 8, 1997 8-K Report
may obtain a copy without charge by contacting the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Unaudited Accounting Schedules - Attached.
(b) The Company has not filed a Form 8-K during
the quarter reported upon, but has elected to prospectively report the
filing on Form 8-K, as of May 8,1997. See above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
MT. OLYMPUS ENTERPRISES, INC.
Date: 7/7/1997 By
L. Kent Mackay
President/Director
BY
Dave Winters
Secretary/Treasurer
Acting as Chief Financial Officer
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED FINANCIAL STATEMENTS
As of March 31, 1997 and December 31, 1996,
for the Three Months Ended March 31, 1997 and 1996,
and for the Cumulative Period From January 19, 1987
(Date of Inception) through March 31, 1997
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Mt. Olympus Enterprises, Inc.
The accompanying condensed balance sheets of Mt. Olympus Enterprises, Inc.
(a development stage enterprise) as of March 31, 1997 and December 31, 1996,
the condensed statements of operations for the three months ended March 31,
1997 and 1996 and for the period January 19, 1987 (date of inception) through
March 31, 1997, and the condensed statements of cash flows for the three
months ended March 31, 1997 and 1996 and for the period January 19, 1987
through March 31, 1997, were not audited or reviewed by us and, accordingly,
we do not express an opinion or any other form of assurance on them.
Salt Lake City, Utah
June 20, 1997
<PAGE>
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1997 1996
ASSETS
Current Assets
Deposit with legal counsel $ 3,360 $ 6,900
Prepaid expenses 196 -
Total Current Assets 3,556 6,900
Total Assets $ 3,556 6,900
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 31,032 26,448
Accrued interest 6,450 5,660
Notes payable to related parties 29,000 29,000
Total Current Liabilities 66,482 61,108
Stockholders' Deficit
Common stock - $.001 par value; 50,000,000
shares authorized; 4,300,000 shares issued
and outstanding 4,300 4,300
Additional paid-in capital 89,309 87,987
Deficit accumulated during the development stage (156,535)(146,495)
Total Stockholders' Deficit (62,926)(54,208)
Total Liabilities And Stockholders' Deficit $ 3,556 6,900
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months
March 31, 1997
For the Cumulative
January 19, 1987
(Date of Incep.)
1997 1996 Through 3/31/97
Income $ - $ - $ -
Option Expenses - - 55,349
Merger and Reorganization Expenses 9,216 92 62,520
General and Administrative Expenses 34 51 35,520
Interest Expense 790 490 6,450
Net Loss Before Extraordinary Item (10,040) (633) (159,839)
Extraordinary Gain from Debt
Forgiveness, net of Tax of $0 - - 3,304
Net Loss $ (10,040) $ (633) $ (156,535)
Net Loss Per Common Share
Before Extraordinary Item $ - $ - $ (0.05)
Extraordinary Gain Per Common Share - - -
Net Loss Per Common Share - $ - $ (0.05
Weighted Average Common 4,300,000 4,300,000 3,397,189
Shares Outstanding
Mt. Olmpus Enterprises, Inc.
See the accompanying notes to condensed financial
statements.<PAGE>
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Cumulative
Period From
For the Three Months Incep.
1997 1996 3/31/97
Cash Flows From Operating Activities
Net loss $ (10,040) $ (633) $ (156,535)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization - - 5,164
Expenses paid by stockholder 1,322 1,222 14,977
Expenses paid from deposit
with legal counsel 3,540 - 6,640
Increase in prepaid expenses (196) - (196)
Increase in accrued interest payable 790 490 8,950
Increase (decrease) in accounts payable 4,584 (1,079) 50,032
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 party - - 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 $ - $ - $ -
MT. OLYMPUS ENTERPRISES, INC.
See the accompanying notes to condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1--CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by the
Company, and are not audited. All adjustments necessary for fair presentation
have been included, and consist only of normal recurring adjustments. These
financial statements are condensed and, therefore, do not include all
disclosures normally required by generally accepted accounting principles. These
statements should be read in conjunction with the Company's annual financial
statements included in the Company's Annual Report on Form 10-KSB. The
financial position and results of operations presented in the accompanying
financial statements are not necessarily indicative of the results to be
generated for the remainder of 1997.
NOTE 2--SUBSEQUENT EVENTS
On April 24, 1997 the Company entered into a preliminary letter of intent for
reorganization with a privately held Texas corporation known as Afritel
Telecommunications, Inc. (Afritel). As part of the reorganization, the
Company agreed to complete a 1- for-43 reverse stock split of the presently
issued and outstanding 4,300,000 shares, resulting in 100,000 shares being
outstanding upon consummation of the reorganization. The Company would then
issue a controlling interest of 4,500,000 shares (post-split) to Afritel
shareholders in exchange for all of Afritel's outstanding stock and 500,000
shares (post-split), as a fee and for debt conversion as explained below, to a
shareholder acting as an agent for the Company in this transaction. The
Company would then change its name to Afritel, elect a new Board of Directors,
and attempt to develop a telecommunications system in Zaire and/or other
developing African nations. The reorganization is contingent upon Afritel
obtaining $500,000 through a private placement offering. None of the
transactions contemplated in the reorganization with Afritel have been
reflected in the accompanying condensed financial statements.
As part of the reorganization, the Company must relieve itself of all
currently outstanding liabilities. In June 1997, a shareholder personally
assumed all outstanding liabilities of the Company in exchange for an
obligation by the Company to the shareholder. The obligation to the
shareholder is then planned to be settled as partial consideration for the
Company's issuing 500,000 common shares to the shareholder, as explained
above. The shareholder personally borrowed $60,000 in private financing and
intends to use a portion of the borrowed funds to satisfy the assumed debts.
As collateral for the assumption of the debt, the Company authorized
5,000,000 shares (pre-split) which may be issued to the shareholder in lieu
of repayment if the reorganization does not take place.
MTOLY.3/MTOLY10Q.697
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from
the Balance Sheet, Statement of Income, and Exhibit 11 (Statement of
computation of per share earnings or losses) and is qualified in its
entirety by reference to such Financial Statements.
</LEGEND>
<CIK> 0000810365
<NAME> MT. OLYMPUS ENTERPRISES, INC.
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