FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mark One
X ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE OF 1934
FOR THE FISCAL YEAR ENDED: December
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
N/A
COMMISSION FILE NUMBER: 33-11795
MT. OLYMPUS ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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, 1997, 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 approximately $138,600.00 based
upon the average sales price of $0.15/share between the
bid and ask price of $0.09 Bid -- $0.22 Ask.
As of December 31, 1997, the Registrant had outstanding
4,300,000 shares of common stock ($.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________.
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 August 14, 1997 for the period ending June 31, 1997
and its Annual Report as of December 31, 1996.The Company
is concurrently filing its Third Quarter 1997 10-QSB Report
and First Quarter 1998 10-QSB Report on a delinquent
basis. The Company has not timely filed the required
periodic reports under teh Securities and Exchange Act of
1934 after August 1997, because it did not have any
revenues or other funds to complete filings. Present
management represents there has occurred no material
event or transaction in the Company since the last filed
Report, except for the termination of
merger or acquisition negotiations with the Benchmark
Equity Group as more fully described in this filing.
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. ACCORDINGLY THIS REPORT WILL ATTEMPT TO
REPORT ALL EVENTS AND TRANSACTIONS THROUGH THE DATE OF
FILING AND WILL NOT LIMIT ITS DISCLOSURE TO CALENDAR YEAR
END 1997.
The Company will also use its best efforts to request
and assist all shareholders required to file Forms 3,4, & 5
to file such reports currently as required by Section 16 of
the Securities and Exchange Act contemporaneously with this
filing, or as soon as possible after this Report is filed.
The Company cannot warrant what position the Securities
and Exchange Commission ("SEC") may take with regard to
delinquent filings; but the Company's position is the within
Report is a complete and comprehensive disclosure since the
last report filed.
PART I
ITEM 1. BUSINESS
A. The Registrant
Mt. Olympus Enterprises, Inc. was briefly known as
and filed its 1994 10-KSB Report under the name Double "R"
Resorts, Inc., pursuant to a terminated acquisition
agreement, but 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
designation 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 arrangements 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 a condition under which
such reorganization was approved by its shareholders. The
reverse split was subsequently rescinded.
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 terminated 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 or writings of
merger or acquisition proposals with various companies,
since that date. The Double R Resorts transaction and
termination was fully described in the December 1996 10-KSB
Report filed by the Company.
As of April 24, 1997, the Company entered into a
preliminary letter of intent with Afritel
Telecommunications, Inc. to complete a "reverse acquisition"
whereby the Company would be the surviving entity. Afritel
intends to provide wireless telephone services in the
African Continent, with an initial target being the
Country of Zaire. After numerous delays to implement the
reorganization agreement, both companies agreed to a mutual
rescission of the Agreement in approximately March, 1998.
Both Afritel and the Company agreed to a full mutual
rescission of rights and claims. No shares or anything of
value had been exchanged pursuant to the terminated
agreement. The finding and funding agent for Afritel,
Benchmark Equity Group, continues to seek potential merger
or acquisition candidates for the Company on an informal
non-exclusive basis with any terms to be negotiated.
On April 21, 1997, the Company entered into a funding
arrangement with the finding agent for the Company, Mr.
Dennis G. Madsen, and with a Mr. Andrew Limpert to raise
interim funding for the Company. The essential terms of the
arrangement were that Mr. Limpert loaned directly to Mr.
Madsen the sum of $60,000.00. These funds were to be
principally used for the discharge and elimination of all
outstanding debts and obligations of the Company incident
and as a condition to the completion of the then prospective
Afritel reorganization. Essentially, as the Company was
going to receive a substantial portion of the loan proceeds,
it agreed to secure the loan from Mr. Limpert to Mr. Madsen
with a pledge of a subscription right to Five Million of its
then authorized but unissued shares. The shares were not
issued, but it was agreed that Mr. Limpert had a right to
require the issuance of such shares in his name upon any
default in the obligation.
The short term funding agreement has been extended
between Mr. Limpert and Mr. Madsen on numerous occasions.
At present, both Mr. Limpert and Mr. Madsen have agreed with
the Company that the Limpert Security in the Company's
shares, as incorporated in the subscription agreement, may
be extended pending further notice or demand of Mr. Limpert
with the expectation that the Limpert interest may be
modified and vested pursuant to one or more preliminary
merger and/or acquisition negotiations in which the Company
is presently engaged through the efforts of Mr. Madsen as
its "finding" agent.
The loan commitment is otherwise without recourse. Of
the $60,000 received is proceeds by Mr. Madsen,
approximately $44,000 was used to pay and discharge all
debts and obligations of the Company through the end of
April, 1997 which leaves the Company only with debts and
obligations which have accrued since that date.
Mr. Madsen employed the balance of the loan proceeds
for personal purposes. This arrangement was acceptable to
the Company by prior arrangement, since Mr. Madsen was
actively involved in attempting to find merger and
acquisition candidates for the Company and because the
Company believed that its stock essentially had no value
unless a merger and acquisition candidate could be found and
the five million shares was a reasonable pledge of
securities for the interim financing received.
The future issuance of the five million restricted
shares to Mr. Limpert would make Mr. Limpert the single
largest shareholder in the Company. If presently issued,
Mr. Limpert would hold approximately 54% of the presently
issued and outstanding shares upon issuance. Because, in
all events, Mr. Limpert will acquire a significant stock
position in the Company, he has indicated a willingness and
interest to serve and be nominated as a prospective director
and principal officer of the Company. Mr. Mackay has
indicated a desire to resign as a director and as President
upon completion of all current filings for the Company. As
a result, it is anticipated, as noted below, that the Board
of Directors will designate Mr. Limpert as the President of
the Company. It is also anticipated that he will be
nominated and appointed as a director on an interim basis by
the other directors and will stand for election at
the next shareholder meeting as a member of the Board of
Directors.
The Company does not believe that it has any further
remaining obligations or rights with respect to any of its
historical merger and acquisition transactions and is
presently working through Mr. Limpert and Mr. Madsen, as an
independent agent, to discuss suitable merger and
acquisition opportunities for the Company with various third
parties. No Agreement in principle has been entered as of
the date of this filing. As noted above, Benchmark Equity
Group is also continuing to look for potential merger and
acquisition possibilities for the Company on a "to be
negotiated basis," but has no exclusive rights or
entitlement to commit the Company to any prospective
reorganization agreement.
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 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 with
Medtest, Inc., a Nevada privately held corporation ("MI"),
the purposes of which have subsequently been abandoned. The
Company retains only some expired patents and obsolete
medical technology from this transaction which it deems not
to have any value. This transaction was fully reported in
the 1996 10-KSB Report.
The Company also engaged in terminated
reorganization efforts with "Crane & Tractor" of Dallas,
Texas and Sphinx Mining Company of Texas in which it retains
no interest, nor any obligation. These transactions were
fully reported in the December 31, 1996 10-KSB Report.
In 1994, the Company entered into the rescinded
reverse acquisition with Double R Resorts (sometimes
generally referred to as "Double R") as generally described
above. 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. The rescission of the agreement
occurred in September, 1994 with shareholder ratification in
April, 1995. This Transaction was more fully reported in
the December 31, 1996 10-KSB Report
The Company is now in an essentially similar
status as existed prior to the abortive Afritel 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 activities.
New management has continued the services, as outlined
above, of Mr. Dennis Madsen as a finding agent to attempt to
seek out potential further acquisition or merger
possibilities, as well as Mr. Limpert and Benchmark as
described above for a to be negotiated stock payment and/or
other fee. At present the Company is engaged in preliminary
negotiations with various Third Parties through Mr. Madsen.
Mr. Madsen or Benchmark, on an independent and non-
exclusive basis, are to be paid a "to be negotiated" fee in
stock and/or cash in the event of a successful merger or
other acquisition transaction resulting from their future
reorganization efforts.
It is anticipated that the Subscription interest of Mr.
Limpert may also be an item of negotiation and adjustment in
the event of any future merger or acquisition.
In October of 1996, the Company borrowed Ten Thousand
Dollars ($10,000.00) from one of its public shareholders.
This loan was obtained to pay for estimated legal and
accounting services incident to filing the prior 10-KSB and
for costs related to attempting to find a suitable
merger/acquisition candidate. The shareholder has a
subscription right to Fifty Thousand (50,000) restricted
shares of the Company as interest for making the loan
available for a six (6) month term commencing October 31,
1996. The Note was continued without date pending a
suitable merger or acquisition, but was fully discharged and
paid through the efforts of Mr. Madsen pursuant to the
general retirement of the Company debts in April-May 1997 as
described above. The shareholder retains a subscription
right to 50,000 shares.
The Company presently has approximately Five Thousand
One Hundred Seventeen dollars ($5,117.00) in total
outstanding obligations; nothing in assets; and no income.
The Company has an accumulated negative net worth of One
Hundred Fifty Eight Thousand, Nine Hundred Ninety Six
dollars ($158,996.00). The independent auditors for the
Company have reviewed the Company's accounting and note 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.
C. 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 an April 1995 election, has
appointed the officers designated below to serve on an
interim basis:
D. COMPETITION
Since the Company has no present business purposes or
prospects, it is not deemed that any meaningful disclosure
as to prospective competition can be given.
E. GOVERNMENT REGULATION
Since the Company has no present business activities it
is not possible to designate the type, level or manner of
government regulation to which it may be subject in future
business activities, if any are realized. It is clear that
the Company will have standard and customary ongoing tax and
securities reporting obligations to the IRS and SEC, as well
as state securities agencies, respectively, for so long as
it remains a reporting company or continues in existence as
to tax filings. There would most likely be other government
regulations depending upon the nature or type of business in
which the Company may subsequently enter.
F. PATENT LICENSES & PROPRIETORY RIGHTS
The Company from its initial business activities has
acquired certain obsolete medical technology and patents.
It is believed that the medical technology has been
superseded by medical developments and is of no value to the
Company, nor would the Company have an exclusive right to
develop any of its historical medical technology. Moreover,
the patents in the medical area have expired and the Company
does not believe they would deem have any value.
G. FOREIGN OPERATIONS
The Company has no operations foreign or domestic at
the present time.
H. PRODUCT PRICING & RELATED MATTERS
The Company has no products and does not price any of
its assets for sale and will not have any pricing or
products unless it engages in subsequent business
activities.
I. EMPLOYEES
The Company does not now have, nor has it had for the
past ten years, any full time employees or any compensated
officers or directors. It is anticipated that if the
Company acquired an active business purposes, it may attempt
to make arrangements for compensation to its officers and
directors and be required to hire employees.
OFFICERS
NAME AGE POSITION SHARE COMPENSATION2
INTEREST1
L. KENT* 54 PRESIDENT/ 1,170,000 NONE PRESENTLY
MACKAY DIRECTOR PAID OR OWING
GREGORY 54 V.P. DIRECTOR 55,000 NONE PRESENTLY
STRINGHAM PAID OR OWING
DAVID 42 SECRETARY/ 51,000 NONE PRESENTLY
WINTERS TREASURER PAID OR OWING
ANDREW 28 PROSPECTIVE 5,000,000 NONE PRESENTLY
LIMPERT DIRECTOR/ PAID OR OWING
PRESIDENT
*It is anticipated Mr. Mackay will resign as an officer and
director upon the filing of this Report and be replaced by
Mr. Limpert.
1 The foregoing shares held by management are historical
positions, except for the 5,000,000 shares which may
be issued to Mr. Limpert. It is anticipated the
5,000,000 shares to be issued to Mr. Limpert may be
adjusted in any completed merger or acquisition. Most
of the foregoing shares have recently been issued to
officers in satisfaction of all deferred compensation
to date.
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, except the Limpert
subscription right as previously discussed and the
third party shareholder rights to $50,000 shares.
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 thereto have been cancelled
as to Mr. Madsen.
Mr. Madsen would also have obtained rights to
approximately 500,000 shares of stock in the event of the
completion of the Afritel reorganization. Since this
proposed reorganization has been completely terminated, Mr.
Madsen, in like manner, has no rights or entitlements
arising out of that prior transaction.
It is anticipated that if Mr. Madsen or Benchmark were
successful in finding an appropriate merger, acquisition or
other business candidate for the Company that they would
most likely earn future stock rights or stock upon the
completion of such reorganization.
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 AMOUNT OWED SHARES ISSUED
BORROWER BY COMPANY IN SATISFACTION
L. Kent Mackay $14,500.00 1,100,000
Dennis G. Jointly 1,100,000*
Madsen*
*Mr. Dennis G. Madsen in 1994 to 1995 assigned or sold
most of his shares to various individuals to discharge
personal debts and advance certain funds to the Company. He
presently owns 300,000 shares in the Company.
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.
ITEM 2. PROPERTIES
The Company's office facilities presently consist of
space in the home of its 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.
There was no trading from approximately the fourth quarter
of 1989 through April of 1997. At all times during any
period of trading, the markets on which the Company traded
must be described as locally broker generated trading lists,
such as the "pink sheets." 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's stock for each of the quarters
in question. The trading symbol is "MTOP."
Fiscal Year Ended
December 31, 1988
Low High
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--April 1997
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
April 1979--Present
Second Quarter 1997 $.09.................$.22
Third Quarter 1997 $.12.................$.25
Fourth Quarter 1997 $.09.................$.20
First Quarter 1998 $.09.................$.20
Second Quarter 1998 $.15.................$.25
(to date)
AT PRESENT, THERE IS A VERY LIMITED
TRADING MARKET FOR THE COMPANY'S SECURITIES
AND IT IS NOT LIKELY THAT THIS MARKET CAN BE
SUSTAINED INDEFINITELY 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, 1997 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
One Hundred Fifty Eight Thousand, Nine Hundred Ninety Six
dollars ($158,996.00) and no assets. 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 last filed tax returns with the State of Delaware in
1997. The Company has recently brought current all state
and federal income tax filings through calendar year
1997, as well as making current its corporate registration
in Delaware.
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 Afritel in March of 1998, 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.
ITEM 8. FINANCIAL STATEMENTS
See attached Audited Financial Statements for 1997.
PART III.
ITEM 9. CHANGES IN OR DISAGREEMENT WITH
AUDITORS.
The company has no disagreement with the opinions of its
current auditors as attached.
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,
including the prospective appointment of Mr. Limpert as
defined above. There are no plans to presently hold a
shareholder election for new directors. Also listed below is
the standard biographical information for Mr.Limpert who is
anticipated to be the President and a director:
L. KENT MACKAY - DIRECTOR - (President)
Age: 54
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)
Age: 54
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)
Age: 42
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.
ANDREW LIMPERT --DIRECTOR/NOMINEE
(President/Nominee)
Age: 28
Mr. Limpert resides with his wife and family in Salt Lake
City, Utah. Mr. Limpert is a 1995 graduate of the
University of Utah with a B.S. in Finance. He is currently
studying for a Master of Business Administration Degree
("MBA") at Westminster College in Salt Lake City, Utah. Mr.
Limpert for the past four years has been engaged as the
founder and President of ProSource Capital Corporation, a
privately held corporation engaged in providing consulting
and venture capital to start-up and emerging companies.
In the foregoing capacity, he has experience consulting with
small technology firms including Sensar Corporation,
MagicCom LLC, EJH Entertainment, Inc. and others. Mr.
Limpert also has work experience with Fidelity Investments,
Southwest Capital and various Real Estate investments.
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
Gregory M.
Stringham Director/V.P. 55,000
David Winters* Director/Sec./
Treasurer 51,000
Up to
Andrew Limpert Sharehold 5,000,000 54%
*Beneficially owned by spouse.
1It is intended Mr. Limpert may be nominated to replace Mr.
Mackay on the Board of Directors and as president after the
filing of this Report.
OFFICERS AND DIRECTORS
AS A GROUP (3 Individuals) 1,276,000
OTHER SHAREHOLDERS HOLDING OVER 5%
NAME OF POSITION NO. OF PERCENT
SHARE- WITH SHARES OF OUT-
HOLDER COMPANY STANDING
Robert None 300,000 7.0%
Lewis*
Dr. Phillip None 400,000 9.3%
Taylor*
Dennis None 300,000 7.0%
Madsen
David R. None 1,100,000 25.6%
Nemelka
Andrew None Up to** 54.4%
Limpert 5,000,000 As issued
*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.
** None issued to date: Subscription rights only, subject
to adjustment.
1Percentages represented prior to exercise of subscription
rights by Mr. Limpert, except in the case of Mr. Limpert.
The percentage interest of the foregoing shareholders,
except Mr. Limpert, would be reduced by approximately fifty
per cent if Mr. Limpert were to receive his full
subscription interest of 5,000,000 shares.
The above Shareholders are believed required to file
Forms 3,4 & 5 under Section 16 of the Securities Exchange
Act of 1934. The Company has no record of such filings and
will actively request, encourage and assist the shareholders
to commence filing of these periodic reports.
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. Moreover, Mr. Limpert has assumed an active role in
the present management of the Company, has advanced certain
filing costs and fees and is acting as a non-exclusive
finding agent to assist the Company in attempting to find
various merger or acquisition opportunities. Further, the
present Board has indicated an intent to name Mr. Limpert as
a Board Member and President upon the anticipated retirement
of Mr. Mackay subsequent to filing of this report.
The Company does not deem that there are any other
material related party transactions or relationships.
PART IV.
ITEM 14. ATTACHED EXHIBITS
(A) See attached December 31, 1997 audited financials.
DATED this day of June, 1998.
L. Kent Mackay
President and Director
Date:
Gregory H. Stringham
Vice President and Director
Date:
David Winters
Secretary/Treasurer and Director
Date:
REPORT OF AUDITORS FOR PERIODS ENDING DECEMBER 31, 1997 AND DECEMBER
31, 1996
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
DECEMBER 31,
1997 1996
----------- ---------
ASSETS
Current Assets
Deposit with legal counsel $ - $ 6,900
Prepaid expenses - -
----------- ---------
Total Current Assets - 6,900
----------- ---------
Total Assets $ - $ 6,900
=========== =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 5,117 $ 26,448
Accrued interest - 5,660
Notes payable to related parties - 29,000
Convertible debt 60,000 -
----------- ---------
Total Current Liabilities 65,117 61,108
----------- ---------
Stockholders' Deficit
Common stock - $0.001
par value; 50,000,000
shares authorized; 4,300,000
and 4,300,000 shares issued
and outstanding, respectively 4,300 4,300
Additional paid-in capital 89,579 87,987
Deficit accumulated during
the development stage (158,996) (146,495)
----------- ---------
Total Stockholders' Deficit (65,117) (54,208)
----------- ---------
Total Liabilities and
Stockholders' Deficit $ - $ 6,900
The accompanying notes are an integral part of these financial
statements.
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 31,
1997 1996 1995 1997
---------- --------- ---------- ----------
Income $ - $ - $ - $ -
Option Expenses - - - 55,349
Merger and Acquisition
Expenses 33,401 4,332 17,506 86,705
General and Administrative
Expenses 613 234 367 36,099
Interest Expense 1,053 2,160 1,900 6,713
---------- --------- ---------- ----------
Net Loss Before
Extraordinary Item (35,067) (6,726) (19,773) (184,866)
Extraordinary Gain from Debt
Forgiveness 22,566 3,304 - 25,870
---------- --------- ---------- ----------
Net Loss $ (12,501) $ (3,422) $ (19,773) $ (158,996)
========== ========= ========== ==========
Basic and Diluted Loss
Per Common Share Before
Extraordinary Item $ (0.01)$ - $ - $ (0.05)
Extraordinary Gain Per
Common Share 0.01 - - 0.01
---------- --------- ---------- ----------
Basic and Diluted Loss
Per Common Share $ - $ - $ - $ (0.04)
========== ========= ========== ==========
Weighted Average Common
Shares Outstanding 4,300,000 4,300,000 4,300,000 3,459,272
========== ========= ========== ==========
The accompanying notes are an integral part of these financial
statements.
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
For the
Cumulative
Period From
January
31, 1987
(Date of
Inception)
Through
For the Years Ended December 31, December 31,
1997 1996 1995 1997
---------- --------- ---------- ----------
Cash Flows From Operating
Activities
Net loss $ (12,501) $ (3,422) $ (19,773) $ (158,996)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization - - - 5,164
Extraordinary gain from
debt forgiveness (22,566) (3,304) - (25,870)
Services rendered for
convertible debt 15,613 - - 1,613
Expenses paid by
stockholder 1,592 1,404 6,691 15,247
Expenses paid from
deposit with
legal counsel 6,900 3,100 - 10,000
Increase in accrued
interest payable 1,053 2,160 1,900 6,713
Increase in accounts
payable 9,909 62 11,182 61,161
---------- --------- ---------- ----------
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 Change In Cash $ - $ - $ - $ -
========== ========= ========== ==========
Supplemental Schedule of Noncash Investing and Financing
Activities - Note 5
The accompanying notes are an integral part of these financial
statements.
MT. OLYMPUS ENTERPRISES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE> Common Stock Paid-in Development Stockholders'
<CAPTION> Shares Amount Capital Stage Deficit
----------- --------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
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
Payment of expenses
by a stockholder,
no additional
shares issued - - 5,560 - 5,560
Cumulative net
loss, December
31, 1994 - - - (123,300) (123,300)
----------- --------- -------- ---------- ------------
Balance,
December 31, 1994 4,300,000 4,300 79,892 (123,300) (39,108)
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)
Payment of expenses
by a shareholder,
no additional
shares issued - - 1,592 - 1,592
Net Loss - - - (12,501) (12,501)
----------- --------- -------- ---------- ------------
Balance,
December 31, 1997 4,300,000 $ 4,300 $ 89,579 $ (158,996) $ (65,117)
=========== ========= ======== ==========
============
<FN>
The accompanying notes are an integral part of these financial
statements.
</FN>
</TABLE>
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.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
Income Taxes-The Company recognizes deferred tax assets 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, 1997, the Company had a net operating loss carryforward in the amount
of $158,996 which will expire between 2002 and 2012. The Company has
provided a valuation allowance against the resulting deferred tax asset.
The deferred tax asset consists of the following at December 31, 1997 and
1996:
December 31,
1997 1996
------- --------
Accrued interest $ - $ 1,924
Net operating loss carry
forward 59,432 47,867
------- --------
Total Deferred Tax Assets 59,432 49,791
Valuation Allowance (59,432) (49,791)
------- --------
Net Deferred Tax
Asset $ - $ -
======= =========
The valuation allowance increased by $9,641 and $1,146 in 1997 and 1996,
respectively.
For federal income tax purposes, utilization of these carryforwards is
limited if the Company has had more than a 50 percent change in ownership
(as defined by Section 382 of the Internal Revenue Code) or, under
certain conditions, if such a change occurs in the future.
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.
Reclassifications - Certain amounts in the 1996 financial statements
have been reclassified to conform with the 1997 presentation. Such
reclassifications had no effect on net income.
Loss Per Share - In the fourth quarter of 1997, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share. Under SFAS 128, loss per common share is computed by dividing net
loss available to common stockholders by the weighted-average number of
common shares outstanding during the period. Diluted loss per share
reflects the potential dilution which could occur if all contracts to
issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock. In the Company's present
position, diluted loss per share is the same as basic loss per share
because potentially issuable common shares would decrease the loss per
share and have been excluded from the calculation. The effect of the new
standard on prior years was immaterial; accordingly, prior periods have
not been restated.
NOTE 3--NOTES PAYABLE TO RELATED PARTIES
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. In June 1997, the note payable was
forgiven.
In 1995, a stockholder loaned the Company $3,000 for the purpose of
paying expenses. The note payable and accrued interest were forgiven in
June 1997.
During 1993, a stockholder acting as agent of the Company, assumed a
liability by signing a personal promissory note for $16,000. The note
payable was forgiven in June 1997.
As shown in the accompanying financial statements, the Company has
incurred losses since inception of $158,996 and, as of December 31, 1997,
the Company's total liabilities exceeded its total assets by $65,117.
Those factors, as well as the uncertain conditions that the Company faces
regarding its future operations, raise substantial doubt 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 5--NONCASH INVESTING AND FINANCING ACTIVITIES
As discussed in Note 9, a shareholder assumed all existing liabilities
of the Company in June 1997 totaling $44,387. As consideration, the
Company assumed convertible debt totaling $60,000. The $15,613
difference between the existing liabilities and the new debt has been
accounted for as compensation to the shareholder for his efforts in
obtaining this financing arrangement.
During the years ended December 31, 1997, 1996 and 1995, a stockholder
paid expenses of the Company in the amounts of $1,592, $1,404, and
$6,691, respectively. No additional shares of common stock were issued.
The payments 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 $ 12,500
Accrued interest payable 2,500
-----------
Common stock issued $ 14,500
===========
NOTE 6--COMMITMENTS AND CONTINGENCIES
In 1996 the Company was delinquent in its filing of its annual report
with the State of Delaware. In 1997, the Company filed and paid all past
due annual reports with the State of Delaware.
NOTE 7--DEPOSIT WITH LEGAL COUNSEL
In October 1996, a shareholder loaned the Company $10,000 which was held
in a trust fund by the Company's legal counsel. These funds were used to
pay Company expenses during the years ended 1997 and 1996. The balance
remaining in the trust account was $0 and $6,900 as of December 31, 1997
and 1996, respectively.
NOTE 8--EXTRAORDINARY GAIN FROM DEBT FORGIVENESS
In 1997 and 1996, the Company negotiated reductions in the amounts owed
to creditors in the amounts of $22,566 and $3,404, respectively.
NOTE 9--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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, AND STATEMENT OF INCOME, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 0 6900
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 6900
<CURRENT-LIABILITIES> 65117 61108
<BONDS> 0 0
0 0
0 0
<COMMON> 4300 4300
<OTHER-SE> (69417) (58221)
<TOTAL-LIABILITY-AND-EQUITY> 0 6900
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 613 234
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1053 2160
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 33401 4332
<CHANGES> 0 0
<NET-INCOME> (12501) (3422)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
