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: March 31, 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 March 31, 1998: 4,300,000<PAGE>
Notice of Deferred Filing
This 10-QSB Report for the first quarter of 1998 is being filed in
June 1998 approximately a month after its actual filing due date. The
Company was unable to timely file for economic reasons.
The Company has attempted to insure all information in the
narrative materials is current as of the actual filing date. The
attached accounting is believed accurate, on an unaudited basis, to
the required filing date of March 31, 1998.
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, 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 March 31, 1998, on an unaudited basis, the Company had a
net loss of Nine Hundred Four dollars ($904.00) compared to net loss
of Ten Thousand and Forty dollars ($10,040.00) for the comparable
period in 1997. These net loss figures were primarily attributable to
ongoing expenses for filing and reporting costs and required legal and
accounting services for such reports. Management also notes there are
Two Hundred dollars ($200.00) in current assets with current
liabilities of Six Thousand Two Hundred Twenty One dollars
($6,221.00). As a result, the Company has a deficit in working
capital as of March 31, 1998 of Six Thousand and Twenty One dollars
($6,021.00). The Company has an accumulated deficit since
inception of One Hundred Fifty Nine Thousand Nine Hundred dollars
($159,900.00). 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 in April 1997 secured with 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 March 31, 1998, the Company has expended
approximately Eight Hundred and Twenty-Six (826.00) in its
current 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 cash, stock of the Company or a combination of both to be
paid on a to be negotiated basis upon successful completion of any
acquisition or merger which Mr. Madsen is successful in completing
for the Company. The Company is presently engaged in preliminary
reorganization or acquisition discussions with a third party
introduced by Mr. Madsen.
Both Mr. Madsen and the Benchmark Group have made an
informal non-exclusive commitment to attempt to refer and recommend
possible merger/acquisition candidates to the company on a to be
negotiated fee basis if the Company has any interest in pursuing those
negotiations.
Mr. Madsen has been successful in introducing the Company
to various entities seeking to conduct their business through a public
company. As of March 31, 1998, the Company had not entered any
agreement to proceed with a merger or related transaction, but is
engaged in discussion, with a third party related to such proposals.
(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.
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 its reorganization
efforts 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. Approximately $45,000.00 of such loan was expended for Company
debts.
Its 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 a nonexclusive 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 1997 Annual Report on
Form 10-KSB subsequent March 31, 1998 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 March 31, 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 BALANCE SHEETS
(UNAUDITED)
March 31,
1998
--------
CURRENT ASSETS
Prepaid expenses 200
--------
TOTAL CURRENT ASSETS 200
--------
TOTAL ASSETS $ 200
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 6,221
Convertible debt 60,000
---------
TOTAL CURRENT LIABILITIES 66,221
---------
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 (159,900)
---------
TOTAL STOCKHOLDERS' DEFICIT (66,021)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 200
=========
See the accompanying notes to condensed financial statements.
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the
Cumulative
Period From
January 19,
1987
Date of
For the Three Months Inception)
Ended March 31, Through March
1998 1997 31, 1998
---------- ---------- ----------
Income $ - $ - $ -
Option Expenses - - 55,349
Merger and Reorganization Expenses 827 9,216 87,532
General and Administrative Expenses 77 34 36,176
Interest Expense - 790 6,713
---------- ---------- ----------
Net Loss Before Extraordinary Item (904) (10,040) (185,770)
---------- ---------- ----------
Extraordinary Gain from Debt
Forgiveness - - 25,870
---------- ---------- ----------
Net Loss $ (904) $ (10,040) $ (159,900)
========== ========== ==========
Basic and Diluted
Net Loss Per Common Share
Before Extraordinary Item $ - $ - $ (0.05)
---------- ---------- ----------
Basic and Diluted
Extraordinary Gain Per Common Share - - (0.01)
---------- ---------- ----------
Net Loss Per Common Share $ - $ - $ (0.04)
========== ========== ==========
Weighted Average Common
Shares Outstanding 4,300,000 4,300,000 3,477,777
---------- ---------- ----------
See the accompanying notes to condensed financial statements.
MT. OLYMPUS ENTERPRISES, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (904) $ (10,040) $ (159,900)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization - - 5,164
Extraordinary gain of debt
forgiveness - - (25,870)
Services for convertible debt - - 15,613
Expenses paid by stockholder - 1,322 15,247
Expenses paid from deposit with
legal counsel - 3,540 10,000
Increase in prepaid expenses (200) (1,961) (200)
Increase in accrued interest payable - 790 6,713
Increase in accounts payable 1,104 4,584 62,265
---------- ---------- ----------
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 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 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. 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 cumulative
period January 19, 1987 (date of inception) through March 31, 1998.
