SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
OLYMPUS MTM CORPORATION
----------------------------------------------
(Name of Registrant as Specified in its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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OLYMPUS MTM CORPORATION
2455 East Sunrise Blvd., Suite 401
Ft. Lauderdale, Florida
(888) 522-0958
INFORMATION STATEMENT
Special Meeting of Stockholders
to be held August 18, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
Purpose.
- ----------
This Information Statement is furnished in connection with a
special
meeting of the stockholders of Olympus MTM Corporation., a Utah corporation
(the
"Company"), to be held on Tuesday, August 18, 1998, at 5:00 p.m.
Eastern
Standard Time (the "Meeting"). The Meeting will be held at the offices of
the
Company, 2455 East Sunrise Blvd., Suite 401 Ft. Lauderdale, Florida.
This
Information Statement and the accompanying Notice of Special Meeting
of
Stockholders are first being mailed to stockholders on or about July 27,
1998.
Only stockholders of record at the close of business on July 24, 1998
(the
"Record Date"), are entitled to notice of and to vote at the Meeting.
The only matter to be presented to the Meeting has been adopted by
the
unanimous resolution of the Board of Directors and is as follows:
(a) To amend the Company's Articles of Incorporation to change the name
of
the Company from "Olympus MTM Corporation" to "The Internet
Advisory
Corporation." Pursuant to an Agreement and Plan of Reorganization dated June
22,
1998, the Company acquired all of the assets and liabilities of the
Internet
Advisory Corporation, a Florida corporation. Please refer to the Changes
in
Control section of this Information Statement for a more detailed description
of
the Agreement and Plan of Reorganization. Also, see the Company's Current
Report
on Form 8-K, dated July 2, 1998, which has previously been filed with
the
Securities and Exchange Commission.
The Company is engaged in the business of providing web site
programming
and web hosting to small, medium and large size companies. The proposed
name
change is to more accurately reflect the Company's business
activities.
Management does not believe that the name change will have any material
effect
on the company's operations.
The Utah Revised Business Corporation Act (the "Utah Act") requires
the
approval of a majority of all of the votes entitled to be cast on the
name
change. See the caption "Voting Procedures," herein.
You are urged to attend the Meeting.
Record Date and Outstanding Shares.
---------------------------------------------
The Board of Directors has fixed July 24, 1998, as the record date for
the
determination of holders of Common Stock entitled to notice of and to vote
at
the Meeting and any adjournment thereof. At the close of business on that
date
there will be 7,202,017 shares of Common Stock outstanding and entitled to
vote.
Holders of Common Stock will be entitled to one voter per share held.
Dissenters' Rights of Appraisal.
--------------------------------------
The Utah Revised Statutes do not provide any dissenter's rights
with
respect to the amendment of a corporation's Articles of Incorporation to
change
its name. Therefore, no dissenter's rights of appraisal will be given
in
connection with the Company's name change.
Interest of Certain Persons in Matters to be Acted Upon.
-------------------------------------------------------------------
No director, executive officer, nominee to become such, or any associate
of
any of the foregoing persons, has any substantial interest, direct or
indirect,
by security holdings or otherwise, in the change of the Company's name
from
"Olympus MTM Corporation" to "The Internet Advisory Corporation", which is
not
shared by all other stockholders, pro rata, and in accordance with
their
respective interests in the Company.
Voting Securities and Principal Holders Thereof.
-----------------------------------------------------------
As of July 24, 1998, the record date for the determination of holders
of
the Company's common stock entitled to notice of and to vote at the Meeting,
a
total of 7,202,017 shares of common stock were outstanding; such shares
are
entitled to a total of 7,202,017 votes on the matter to be voted on at
the
Meeting. Under Section 16-10a-702(4) of the Utah Act, unless notice of
the
meeting is waived by all stockholders, only business within the
purposes
described in the notice of stockholders' meeting may be conducted at a
special
meeting of stockholders. Therefore, management believes that no matter
other
than the amendment of the Company's Articles of Incorporation to effect the
name
change will be presented at the Meeting.
The following table sets forth the shareholdings of the Company's
directors
and executive officers and those persons who owned more than 5% of the
Company's
common stock as of the Record Date:
<TABLE>
<CAPTION>
Positions Number
and Percentage
Name and Address Held of
Shares Beneficially Owned
- ----------------------- -----------
- ------------------------------------
<S> <C> <C>
<C>
Jeffrey Alan Olweean President and
1,452,900 20.2%
3850 Galt Ocean Drive, #706 Director
Ft. Lauderdale, FL 33308
Nicole Leigh Vice President
1,452,900 20.2%
215 NE 23rd St., #W309 and Director
Wilton Manors, FL 33305
Barbara Fytton Stockholder
2,809,800 39.0%
4 Cavendish Court and Director
Cardigan Road
Richmond, Surrey TW106BL
England
Francis Fytton Employee
2,909,800* 40.4%
150 NE 15th Ave., #1345
Ft. Lauderdale, FL 33301
Jenson Services, Inc. Stockholder
636,350 8.8%
5525 South 900 East, #110
Salt Lake City, Utah 84117
* With the exception of 100,00 shares, these shares are held of record
by
Barbara Fytton, however, Mr. Fytton may be deemed to be their beneficial
owner
due to family relations. Francis Fytton is Barbara Fytton's son.
</TABLE>
Changes in Control.
- -----------------------
On June 22, 1998, a quorum of the Board of Directors of the
Company
adopted, ratified and approved a Plan and Agreement of Reorganization,
whereby
the Company purchased all of the assets and liabilities of The Internet
Advisory
Corporation, a Florida corporation, for a total of 6,000,000 "unregistered"
and
"restricted" shares of the Company's common stock. The Company's new Board
of
Directors consists of; Jeffrey A. Olweean, Nicole Leigh and Barbara Fytton.
This
change of control was disclosed in the Company's Current Report on Form
8-K,
dated July 2, 1998, which has previously been filed with the Securities
and
Exchange Commission.
Voting Procedures.
- ----------------------
The presence of a majority of the shares of the Company's common
stock
entitled to vote at the Meeting is required to constitute a quorum for
the
transaction of business. Abstentions and broker non-votes will be
considered
represented at the Meeting for the purpose of determining a quorum.
Under Utah law, if a quorum exists, action on the change of name shall
be
approved if the votes cast in favor of the action exceed the votes cast
against
the action. Each stockholder will be entitled to one vote for each share
of
common stock held.
JEFFREY A. OLWEEAN, NICOLE LEIGH AND BARBARA FYTTON, WHO ARE ALL OF
THE DIRECTORS OF THE COMPANY, COLLECTIVELY OWN SUFFICIENT VOTING
SECURITIES OF THE COMPANY TO APPROVE THE NAME CHANGE. NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
Other Matters.
- -----------------
The Board of Directors is not aware of any business other than
the
aforementioned matter that will be presented for consideration at the Meeting.
By Order of the Board of
Directors
BY/S/ Jeffrey Alan Olweean
July 24, 1998 Jeffrey Alan Olweean
President and Director
