FORM 10-QSB
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: SEPTEMBER 30, 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 Exchange Act 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 September 30, 1997: 4,300,000
Notice of Delinquent Filing
The Company is filing this 10-QSB Report on a delinquent basis
due to the prior unavailability of funds to pay for a timely filing.
All prior reports since and including the 1996 10-KSB Report have
been timely filed. Subsequent reports to bring the Company current
on its Reporting Requirements under the Securities and Exchange Act
of 1934 through the date of this actual filing, June 1998, are being
concurrently filed.
The Company has attempted to conform this filing for accuracy to
events extent as of the date of actual filing, June 1998, in the
narrative materials. The financials are completed as of the actual
required reporting date of September 30, 1997 on an unaudited basis.
Changes mandated are indicated by bold faced bracketed wording in the
narrative sections.
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
September 30, 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 September 30, 1997, on an unaudited basis, the Company
had a net loss of Three Thousand Six Hundred and Four dollars
($3,604.00) compared to a net loss of Two Thousand Three Hundred
Eleven dollars ($2,311.00) for the comparable period in 1996. These
loss figures were primarily attributable to ongoing reporting and
filing expenses with attendant legal and accounting charges.
Management also notes there are Seventy Eight dollars ($78.00) in
current assets with current liabilities of Five Thousand and Eighty
Two dollars ($5,082.00 ). As a result, the Company has a deficit in
working capital as of September 30, 1997 of Five Thousand and Four
dollars ($5,004.00). The Company has an accumulated deficit since
inception of One Hundred Forty Three Thousand, Two Hundred Seventy
dollars ($143,270.00). 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.
As more particularly described under the following
subparagraph (c), the Company has secured in April 1997 through a
subscription right to 5,000,000 of its shares a third party loan
to Mr. Dennis Madsen which was employed, in substantial part, to
retire all liabilities of the Company through April 15, 1997.
Accordingly, the only remaining current liabilities of the Company
are for services, principally legal and accounting, rendered to the
Company since April 15, 1997.
During the quarter ended September 30, 1997, the Company
has expended approximately Three Thousand Two Hundred Thirty Eight
dollars ($3,238.00) in its current merger and reorganization related
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 in
the presently pending reorganization exists on a to be issued share
basis where Mr. Madsen and assigns will receive up to Five Hundred
Thousand of the Company's shares (500,000) upon the successful
completion of the Afritel Merger. [Subsequent to the date this Report
became due the Company terminated its negotiations with Afritel and
mutually agreed with Mr. Madsen to cancel all shares to be carried by
him related to this transaction.]
Mr. Madsen has been successful in introducing the Company
to various entities seeking to conduct their business through a public
company. As of April 24, 1997, the Company had entered a preliminary
agreement to proceed with a "reverse acquisition" whereby the Company
would merge with a private corporation known as Afritel, Inc. with the
Company as the surviving entity, but adopting the name Afritel and
engaging in Afritel's intended business activities of providing
telephone services in developing African Nations. The Merger cannot
be finalized until and unless Afritel completes a pending private
placement offering and the matter is submitted to shareholder vote.
[This Report is being filed on a delinquent basis. The Company wishes
to report the Afritel discussions were subsequently terminated, and
all agreements rescinded without the exchange of anything of value by
either party.]
The Company filed an 8-K Report on May 8, 1997 outlining
the terms of the proposed reorganization and merger with Afritel.
These events are more fully reported in the 8-K filing and under
subparagraph (c) below. The Company has determined not to make any
further announcements related to the transaction until the Merger is
completed and ratified by the shareholders of both companies. [See
note on termination above.]
(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 descriptions of those aborted efforts
have been previously reported and are not deemed material to this
Reporting Statement. The Company does not presently have any
revenues and has various outstanding current liabilities, as
generally described above, and primarily incurred for legal and
accounting services.
There will be no known prospect for future revenues,
income, or debt repayment until or unless there is the consummation of
a reorganization agreement, merger or acquisition as generally
described herein.
Mr. Madsen has paid debts for the Company of
approximately Forty-four Thousand Three Hundred Eighty-seven Dollars
($44,387.00) to date in 1997 to pay for registration, filing,
licensing, reorganizational and related accounting and legal services.
These sums were primarily paid in April, 1997 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.
(c) Significant Events - 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. [Particularly, since the
closing date of this delinquent filing such preliminary agreement was
mutually rescinded, without the exchange of anything of value.]
The Company also reported, as part of the reorganization
effort and as set-out in more detail in the earlier 8-K filing of May
8, 1997 that the Company has secured 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 payment of all of its
debts and obligations, as of approximately April 15, 1997, from the
proceeds of this third party loan.
It is anticipated that should any reorganization,
acquisition or merger occur, the 5,000,000 share subscription
commitment to Mr. Limpert will most likely be adjusted to accommodate
any such reorganization upon terms acceptable to all interested
parties. Mr. Madsen will continue as an agent for the Company to find
suitable reorganization candidates for a to be negotiated fee.
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 subsequent March 31, 1997 10-QSB Report, 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 filed no Form 8-K during the quarter
reported as of September 30,1997. 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: By
L. Kent Mackay
President/Director
Date: By
Dave Winters
Secretary/Treasurer
Acting as Chief Financial Officer
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED BALANCE SHEET
(Unaudited)
September 30,
1997
-----------
ASSETS
Current Assets
Prepaid expenses $ 78
-----------
Total Current Assets 78
-----------
Total Assets $ 78
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 4,153
Convertible debt 60,000
-----------
Total Current Liabilities 64,153
-----------
Stockholders' Deficit
Common stock - $.001 par value; 50,000,000
shares authorized; 4,300,000 shares issued
and outstanding 4,300
Additional paid-in capital 89,579
Deficit accumulated during the development stage (157,954)
-----------
Total Stockholders' Deficit (64,075)
-----------
Total Liabilities And Stockholders' Deficit $ 78
===========
See the accompanying notes to condensed financial statements.
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION> For the
Cumulative
Period From
January 19,
1987 (Date
For the Three For the Nine of Inception
Months Ended Months Ended Through
September 30, September 30, September
1997 1996 1997 1996 30, 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income $ - $ - $ - $ - $ -
Option Expenses - - - - 55,349
Merger and Reorganization
Expenses 17,922 1,770 32,475 3,514 85,779
General and Administrative
Expenses 366 51 496 183 35,982
Interest Expense - 490 1,054 1,470 6,714
--- --------- --------- --------- ---------
Net Loss Before Extraordinary
Item (18,288) (2,311) (34,025) (5,167) (183,824)
--------- --------- --------- --------- ---------
Extraordinary Gain from
Debt Forgiveness, net of
Tax of $0 - - 22,566 3,304 25,870
--------- --------- --------- --------- ---------
Net Loss $ (18,288) $ (2,311) $ (11,459) $ (1,863) $(157,954)
--------- --------- --------- --------- ---------
Net Income (Loss) Per Common
Share Before Extraordinary
Item $ - $ - $ - $ - $ (0.05)
--------- --------- --------- --------- ---------
Extraordinary Gain Per Common
Share - - - - 0.01
--------- --------- --------- --------- ---------
Net Loss Per Common Share $ - $ - $ - $ - $ (0.04)
========= ========= ========= ========= =========
Weighted Average Common Shares
Shares Outstanding 4,300,000 4,300,000 4,300,000 4,300,000 3,439,475
========= ========= ========= ========= =========
<FN>
See the accompanying notes to condensed financial statements.
</FN>
</TABLE>
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Cumulative
Period From
January 19,
1987 (Date of
For the Nine Inception)
Months Ended Through
September 30, September 30,
1997 1998 1997
---------- ---------- ----------
Cash Flows From Operating Activities
Net loss $ (11,459) $ (1,863) $ (157,954)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization - - 5,164
Services rendered for convertible
debt 15,613 - 15,613
Extraordinary gain from debt
forgiveness (22,566) (3,304) (25,870)
Expenses paid by stockholder 1,592 1,304 15,247
Expenses paid from deposit with
legal counsel 6,900 - 10,000
Increase in prepaid expenses (78) - (78)
Increase in accounts payable 8,945 2,393 60,197
Increase in accrued interest
payable 1,053 1,470 6,713
---------- ---------- ----------
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 $ - $ - $ -
========== ========== ==========
See the accompanying notes to condensed financial statements.
MT. OLYMPUS ENTERPRISES, INC.
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 except as disclosed herein. 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--PRELIMINARY LETTER OF INTENT FOR REORGANIZATION
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 common 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 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.
NOTE 3--CONVERTIBLE DEBT
In June 1997, a shareholder assumed $44,387 of liabilities of the Company.
The shareholder made arrangements with a third party to borrow $60,000 at
10% per annum to pay for these obligations. In the event the shareholder
fails to repay the debt, the Company has granted the third party the right
to convert the debt into 5,000,000 shares of common stock of the Company,
in full satisfaction and discharge of the debt. If shareholder pays the
obligation to the third party, the Company may issue stock to the
shareholder. Of the $60,000 loaned to the shareholder, $44,387 was used
to satisfy existing liabilities of the Company. The remaining $15,613 has
been accounted for as compensation to the shareholder.
NOTE 4--EXTRAORDINARY GAIN FROM DEBT FORGIVENESS
In September 1997, the Company negotiated reductions in the amounts owed
to creditors. As a result, the creditors forgave a total of $22,566 in
liabilities. As required by generally accepted accounting principles,
the gain from the debt forgiveness has been recognized as an extraordinary
gain in the accompanying statements of operations for the three and nine
months ended September 30, 1997.
