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: June 30, 1998
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 June 30, 1998: 4,300,000<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
. . . . . . . . . . . . . . . . . . . . . . . . 3
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders ....................................... 5
Item 5.
Other Information ...................................... 5
Item 6.
Exhibits ............................................... 6
[Inapplicable Items Have Been Omitted]
PART I. - Financial Information
Item 1. Financial Statements. [Unaudited]
Financial statements for the quarterly period ended
June 30, 1998 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 June 30, 1998, on an unaudited basis, the Company
had a net loss of Seven Thousand Four Hundred and Sixty-One
dollars ($7,461) compared to a net income of Sixteen Thousand Eight
Hundred and Sixty-Nine dollars ($16,869) for the comparable period
in 1997. Net income in the Second Quarter of 1997 arose from debt
forgiveness as the Company had no revenues. Current net loss
figures are primarily attributable to ongoing expenses for filing and
reporting costs and required legal and accounting services for such
reports, combined with an absence of any revenues.
Management also notes there are One Hundred and Forty
dollars ($140) in current assets, with current liabilities of Seventy-
Three Thousand Six Hundred and Twenty-Two dollars($73,622). Of
the current liabilities, approximately $60,000 is convertible to stock
and $13,622 consists of accounts payable. It is intended all existing
current liabilities will be discharged in the contemplated
reorganization described under Item 5 below. As a result, the
Company has a deficit in working capital as of June 30, 1998 of
Seventy-Three Thousand Four Hundred and Eighty-Two dollars
($73,482). The Company has an accumulated deficit since inception
of One Hundred Sixty-Seven Thousand Three Hundred Sixty-One
dollars ($167,361). 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.
For the past several years, all expenditures of the
Company have been primarily related to incurring legal and
accounting expenses in an attempt to keep the Company current in
its reporting requirements under the Securities and Exchange Act of
1934 and in reviewing various merger and/or reorganization
proposals. All funds expended for such purposes, as well as tax and
state filings, have been loaned or advanced by Mr. Madsen acting as
a reorganization agent for the Company, and by loans or advances
from Mr. Limpert as the President/Director Nominee and by a Mr.
Baird as a shareholder.
All obligation to the retained legal counsel and
independent auditors for the Company, as well as to the individuals
advancing funds as noted above, are proposed to be fully paid and
discharged through a combination of stock and cash payments
incident to a proposed reorganization. THE ESSENTIAL TERMS OF
THE PROPOSED REORGANIZATION ARE MORE FULLY SET-OUT
UNDER ITEM 5, BELOW, PERTAINING TO "OTHER
INFORMATION."
During the quarter ended June 30, 1998, the Company
has expended approximately Seven Thousand Three Hundred and
Sixty-Three dollars ($7,363) for its current reporting expenses, as well
as merger and reorganization related expenses.
As previously set-out in the 1997 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. Mr. Madsen
will earn a fee in stock of the Company to be paid upon successful
completion of any Company reorganization in which Mr. Madsen was
successful in securing a reorganization party. The Company is
presently engaged in reorganization or acquisition discussions with
a third party introduced by Mr. Madsen and Benchmark as more fully
set-out in Item 5 below.
(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
to date. 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.
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
absent consummation of the proposed reorganization.
(c) Significant Events - See Item 5 Below
PART II. - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
None during reporting quarter.
Item 5. - Other Information.
The Company is substantively involved in acquisition
discussions with a private California based limited liability company
knows as J2 Technologies, LLC, ("J2"), which the Company believes
will come to fruition. J2 is in the business of development and
distribution of computer hardware and software. The discussions to
date are for an acquisition by the Company of all membership interest
in J2 and for J2 to continue the development and marketing of its
technologies as a wholly owned subsidiary of the Company. There
is also a proposed name change of the Company to J2 Technologies,
Inc., together with a management change whereby current
management of J2 should designate management of the Company.
The J2 operations would constitute the only assets and business
activities in the Company.
Upon closing of the proposed reorganization, J2 would
pay and discharge all accounts payable of Mt. Olympus as generally
described above in Item 2. Mt. Olympus would incur J2 obligations
primarily consisting of a $150,000 note owed to certain J2 members.
Shareholders will be informed if a definitive agreement
is reached with J2 through the solicitation of proxy materials as
necessary to approve the reorganization. The Company will also file
an 8-KSB Report upon the execution of any Reorganization
Agreement. In essential terms, the Reorganization, as presently
proposed, would provide or require the following:
1. Nomination of a New Board and Management as
proposed by J2;
2. Transfer of all J2 assets and technology to
the Company;
3. Change of name to J2 Technologies, Inc.;
4. Completion of a 43:1 reverse split to
existing shareholders;
5. Payment of all historical obligations to
accountants, legal counselors, prior Board
Members and management and to Messrs.
Madsen, Limpert and Baird for loans and
advances through a combination of stock and
cash payments. Mr. Madsen, Mr. Limpert and
the Benchmark group would also receive shares
as a finder's and reorganizational fee. The
details of these payments will be disclosed in
and when a definitive agreement is executed
through an anticipated subsequent 8-KSB filing
and proxy materials to shareholders.
Item 6. Exhibits and Reports on Form 8-K.
(a) Unaudited Accounting Schedules - Attached.
(b) The Company filed no Form 8-KSB during the
quarter reported as of June 30, 1998. 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 FINANCIAL STATEMENTS
As of June 30, 1998 and 1997,
for the Three Months and Six Months Ended June 30, 1998 and 1997,
and for the Cumulative Period From January 19, 1987
(Date of Inception) through June 30, 1998
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED BALANCE SHEETS
(Unaudited)
June 30, 1998
Current Assets
Prepaid expenses $ 140
Total Current Assets 140
Total Assets $ 140
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 13,622
Convertible debt 60,000
Total Current Liabilities 73,622
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 (167,361)
Total Stockholders' Deficit (73,482)
Total Liabilities And Stockholders' Deficit $ 140
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the
Cumulative
Period From
January 19, 1987
For the Three Months For the Six Months Ended (Date of
Ended June 30, June 30, Inception)
Through June 30, 1998
1998 1997 1998 1997
Income $ $ $ $ $-
Option
Expenses 55,349
Merger and
Reorganization
Expenses 5,337 827 14,553 87,532
General and
Administrative
Expenses 7,461 96 7,636 130 43,637
Interest Expense 264 1,054 6,713
Net Loss Before
Extraordinary
Item (7,461) (5,697) (8,365) (15,737) (193,231)
Extraordinary
Gain from Debt
Forgiveness,
net of Tax
of $0 22,566 0 22,566 25,870
Net Income
(Loss) $(7,461) $16,869 $(8,365) $6,829 $(167,361)
Net Income
(Loss) Per
Common Share
Before Extraordinary
Item $ $ $ $ $(0.06)
Net Income (Loss) Per Common
Share $ $ $ $ $(0.05)
Weighted Average Common Shares
Outstanding 4,300,000 4,300,000 4,300,000 4,300,000 3,495,677
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Cumulative
Period From
January 19, 1987
For the Six Months (Date of Inception)
Ended June 30, Through
June 30, 1998
1998 1997
Cash Flows From Operating Activities
Net loss $(8,365) $6,829 $(167,361)
Adjustments
to reconcile
net loss to
net cash used
by operating
activities:
Amortization 5,164
Extraordinary
gain of
debt
forgiveness (22,566) (25,870)
Services for
convertible
debt 15,613
Expenses
paid by
stockholder 16,709 15,247
Expenses paid
from deposit
with legal
counsel 6,900 10,000
(Decrease) in
prepaid expenses (140) (137) (140)
Increase in
accrued interest
payable 1,053 6,713
Increase in
accounts
payable 8,505 (8,788) 69,666
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 0
Cash at Beginning of Period 0
Cash at End of
Period $0 $0 $ 0
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 1998.
NOTE 2--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 the 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 3--EXTRAORDINARY GAIN FROM DEBT FORGIVENESS
In 1997 and 1996 the Company negotiated reductions in the amounts owed to
creditors. As a result, the creditors forgave a total of $25,870 in
liabilities. The gain from the debt forgiveness has been recognized as an
extraordinary gain in the accompanying statements of operations.
NOTE 4 PROPOSED REORGANIZATION
The Company is involved in a proposed reorganization with J2 Technologies, LLC.
("J2"), a California based company. As presently proposed, the Company would
change its name to J2 Technologies, Inc. and complete a 43-for-1 reverse
stock split of the common stock currently outstanding. J2 would transfer all
of its assets and technology to the Company in exchange 2,200,000 post-split
shares of common stock. If completed, the proposed transaction would be
accounted for as a reorganization of J2 and an acquisition of the Company by
J2 using the purchase method of accounting.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet, statement of income and exhibit 11 (statement re: compuatation of
per share earnings) and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 140
<SECURITIES> 0
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<ALLOWANCES> 0
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<TOTAL-ASSETS> 140
<CURRENT-LIABILITIES> 73,622
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0
0
<COMMON> 4,300,000
<OTHER-SE> 73,482
<TOTAL-LIABILITY-AND-EQUITY> 0
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<CGS> 0
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