U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 1997.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------- ---------
Commission File No. 0-16665
OLYMPUS M.T.M. CORPORATION
(Name of Small Business Issuer in its Charter)
UTAH 87-0426358
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: One Mill
($0.001) par value common voting stock
<PAGE>
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: November 30, 1997
- - $ - 0 -
State the aggregate market value of the common voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days:
February 28, 1997 - $54.05 There are approximately 54,048 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "public market" for shares of common stock of the
Company, so the Company has arbitrarily valued these shares on the basis of par
value(.001) per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
February 11, 1997
902,017
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
Business Development
- --------------------
The Company has not engaged in any material operations since approximately
April 1990. For additional historical information see 10-KSB for the year ending
November 30, 1996.
<PAGE>
Business
- --------
The Company ceased business operations on or before April 1990 and is
presently seeking other opportunities for an acquisition, reorganization or
merger candidate.
Risk Factors
- -------------
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has virtually no assets
and has had no revenues since before April 1990. Nor will the Company receive
any revenues until it completes an acquisition, reorganization or merger, at the
earliest. The Company can provide no assurance that any acquired business will
produce any material revenues for the Company or its stockholders or that any
such business will operate on a profitable basis.
"Going Concern" Opinion of Independent Auditor. In its Independent
Auditors' Report, dated November 30, 1996, on the Company's financial statements
for the years ended November 30, 1996 and 1995, the Company's independent
auditor has expressed uncertainty as to the likelihood of the Company's
continuing as a going concern. This opinion is based on the Company's
substantial accumulated losses from operations, its lack of assets and its net
working capital deficiency. See the Index to Financial Statements, Note 2.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has virtually no resources as of the date of this Report, management expects
that any such acquisition would take the form of an exchange of capital stock.
<PAGE>
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
Further, all states (with the exception of Alabama, Delaware, Florida,
Hawaii, Illinois, Minnesota, Nebraska and New York) have adopted some form of
the Small Corporate Offering Registration Exemption ("SCOR") program, which
permits an issuer to notify the Securities and Exchange Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission. States participating in the SCOR program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions. In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCOR program.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target.
As discussed under the caption "Involvement in Other 'Blank Check'
Companies," Jenson Services, which is a consultant and stockholder of the
Company, has been and continues to be, involved in the promotion of other
entities that may be deemed to be "blank check" companies. Additionally, Jenson
Services provides financial consulting services to these companies.
Future Sales of Common Stock. Jenson Services, Inc., currently beneficially
owns 636,350 post-split shares of the common stock of the Company or
approximately 70 percent of its outstanding voting securities. In addition,
Duane S. Jenson, President and Director of Jenson Services, Inc., own 66,670
post-split shares of the common stock of the Company or approximately 7 percent
of its outstanding voting securities. Effective July 23, 1997, all of the common
stock owned by Jenson Services and Duane Jenson has held for one year, and
subject to compliance with the applicable provisions of Rule 144 of the
Securities and Exchange Commission, Jenson Services may then commence to sell up
to one percent of the outstanding securities of the Company in any three month
period. Such sales could have a substantial adverse effect on any public market
that may then exist in the Company's common stock. Sales of any of these shares
by Jenson Services could severely affect the ability of the Company to secure
the necessary debt or equity funding for the Company's proposed business
operations. For additional information concerning the present market for shares
of common stock of the Company, see Part III, Item 9 of this Registration
Statement.
<PAGE>
In addition, EADAC Investments owns 143,268 shares, or approximately 16
percent, of the Company's outstanding common stock. These shares were acquired
on or before 1988, and may be sold under the applicable provisions of Rule 144
of the Securities and Exchange Commission. For additional information concerning
common stock ownership of EADAC Investments or Mr. Psarras, see Part III, Item 9
of this Registration Statement.
Dilution. The issuance of an aggregate of 636,350 shares of the Company's
common stock to Jenson Services in 1996 effected a "dilution" of the holdings of
the Company's other stockholders. Additionally, depending on the nature and
extent of services rendered, the Company may compensate Jenson Services for any
financial consulting services that they may perform for the Company in the
future. Because the Company currently has no resources, and is unlikely to have
any resources until it has completed a merger or acquisition, management expects
that any such compensation would take the form of an issuance of the Company's
stock to Jenson Services; this would further dilute the holdings of the
Company's other stockholders.
No Market for Common Stock; No Market for Shares. Although the Company's
common stock is listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"), symbol "OMTM", there is currently no
established market for such shares; there can be no assurance that such a market
will ever develop or be maintained. Any market price for shares of common stock
of the Company is likely to be very volatile, and numerous factors beyond the
control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock in any market that may develop. See Item 5, Part
II, of this Report.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) of an issuer with net tangible assets less than $2,000,000 (if the
issuer has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
There has not been an "established public market" for the Company's common
stock for the past 6 years. The Company's common stock is quoted on the
"Electronic Bulletin Board" of the National Association of Securities Dealers,
Inc. (the "NASD"), under the symbol "OMTM".
After completing a merger or acquisition transaction the Company will seek
a securities firm to make a market in its securities. If there is only one
market maker in the Company's securities, there is a risk that market maker will
dominate the market and set prices that are not based on competitive forces.
<PAGE>
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Involvement in Other "Blank Check" Companies.
- ---------------------------------------------
Earnest C. Psarras, President and Director. Mr. Psarras may be deemed a
beneficial owner, due to certain family relationships, of the 143,268 shares of
common voting stock owned by EADAC Investments, which represent approximately 16
percent of the issued and outstanding shares of the Company. Other than the
Company, Mr. Psarras has been neither an officer, director of affiliate of any
other "blank check" companies for the last 5 years.
Terry Hardman, Vice President and Director. Other than the Company, Miss
Hardman is currently Secretary, Treasurer and Director of Seafoods Plus, Ltd.,
a Utah Company. At this time, Seafoods Plus, Ltd., may be deemed to be a
"blank check" company. Other than the aforementioned, Miss Hardman has been
neither an officer, director or affiliate of any "blank check" companies for
the previous five years.
Quinton Hamilton, Secretary, Treasurer and Director. Other than the
Company, Mr. Hamilton is the President and Director of Micro-Hydro Power, Inc.,
a Utah Company. At this time, Micro-Hydro Power, Inc. may be deemed to be
a "blank check" company. Other than the aforementioned, Mr. Hamilton has been
neither an officer, director of affiliate of any other "blank check" companies
for the previous five years.
Item 2. Description of Property.
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Jenson Services, Inc., a Utah corporation, and financial consulting
firm ("Jenson Services"), which are provided at no cost. See Item 1, Part I, of
this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
On July 20, 1996, acting by Unanimous Consent of Majority Shareholders,
Duane S. Jenson and Ernest C. Psarras, who, on the date thereof, collectively
owned seventy-nine percent (79%)of the issued and outstanding shares of the
Company's common stock, unanimously consented to adopt Quinton Hamilton as
Secretary, Treasurer and Director and Jason Ritchie as Vice President and
Director. In addition, Ernest C. Psarras was retained as President and Director
of the Company.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company. The
Company is listed on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD") under the symbol "OMTM"; however, management does
not expect any public market to develop unless and until the Company completes
an acquisition or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a public
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities and Exchange
Commission by past or present members of management or others may have a
substantial adverse impact on any such public market.
Holders
- -------
The number of record holders of the Company's common stock as of the
Company's year ended November 30, 1997 was 514; this number does not include
an indeterminate number of stockholders whose shares are held by brokers in
street name. The number of stockholders has been substantially the same
during the past five years.
Dividends
- ---------
There are no present material restrictions that limit the ability of the
Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
- -----------------
The Company has not engaged in any material operations in the period ending
November 30, 1997, or since on or before April 1990. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of Utah,
and keeping its reports "current" with the Securities and Exchange Commission.
Management does not anticipate that the Company will have to raise additional
funds during the next 12 months.
<PAGE>
Results of Operations
- ---------------------
The Company has had no operations since on or before April 1990.
Liquidity
- ---------
The Company presently has no assets, cash or otherwise. It is anticipated
that the Company's expenses over the next 12 months will be advanced through
loans from either it's Officers and Directors or Jenson Services, Inc.
Item 7. Financial Statements.
For the periods ended November 30, 1997 and 1996
- ------------------------------------------------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
<PAGE>
Olympus M.T.M. Corporation
Financial Statements
November 30, 1996
[With Independent Auditors' Report]
<PAGE>
Olympus M.T.M. Corporation
[A Development Stage Company]
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
Independent Auditors' Report 1
Balance Sheet - November 30, 1997 2
Statements of Operations for the
years ended November 30, 1997 and
November 30, 1996 3
Statements of Stockholders' Deficit for
the years ended November 30, 1997
and November 30, 1996 4
Statements of Cash Flows for the
years ended November 30, 1997 and
November 30, 1996 5
Notes to Financial Statements 6-7
</TABLE>
<PAGE>
MANTYLA, McREYNOLDS
AND ASSOCIATES, C.P.A's
A Professional Corporation
Independent Auditors' Report
----------------------------
The Board of Directors and Shareholders
Olympus M.T.M. Corporation
[A Development Stage Company]:
We have audited the accompanying balance sheet of Olympus M.T.M. Corporation [a
development stage company] as of November 30, 1997, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended
November 30, 1997 and November 30, 1996 and for the period from reactivation
[December 1, 1995] through November 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Olympus M.T.M. Corporation as
of November 30, 1997, and the results of its operations and their cash flows for
the years ended November 30, 1997 and November 30, 1996 and for the period from
reactivation [December 1, 1995] through November 30, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Olympus
M.T.M. Corporation will continue as a going concern. As discussed in note 2 to
the financial statements, the Company has accumulated losses from operations,
has no assets, and has a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 2. The financial statements
do not include any adjustment that might result from the outcome of this
uncertainty.
By /s/ MANTYLS,McREYNOLDS&ASSOCIATES
MANTYLA,McREYNOLDS&ASSOCIATES
Salt Lake City, Utah
February 2, 1998
<PAGE>
<TABLE>
<CAPTION>
Olympus M.T.M. Corporation
[A Development Stage Company]
Balance Sheet
November 30, 1997
ASSETS
<S> <C>
Assets ............................................................ $ 0
-----------
Total Assets ...................................................... $ 0
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities ......................................... $ 100
Payable to Shareholder ...................................... 3,827
-----------
Total Liabilities ....................................... 3,927
Stockholders' Deficit: (Note 4)
Common stock, $.001 par value;
authorized 50,000,000 shares; issued
and outstanding 902,017 shares ............................ 902
Additional paid in capital .................................. 3,055,039
Accumulated deficit ......................................... (3,059,868)
-----------
Total Stockholders' Deficit ............................. (3,927)
-----------
Total Liabilities and
Stockholders' Deficit .................... $ 0
===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
Olympus M.T.M. Corporation
[A Development Stage Company]
Statements of Operations
For the Years Ended November 30, 1997 and November 30, 1996, and
For the Period from Reactivation [December 1, 1995] through November 30, 1997
From the Period
For the Year Ended For the Year Ended from Reactivation to
November 30, 1997 November 30, 1996 November 30, 1997
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
Expenses 2,325 1,666 3,991
--------- ----------- -----------
Loss Before Income Tax (2,325) (1,666) (3,991)
Income taxes - notes A & C 100 472 572
--------- ----------- -----------
Net Loss $ (2,425) $ (2,138) $ (4,563)
========= =========== ===========
Net Loss Per Share $ (0.01) $ (0.01) $ (0.01)
========= =========== ===========
Weighted Average Shares Outstanding 848,988 265,667 557,328
========= =========== ===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
Olympus M.T.M. Corporation
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended November 30, 1997 and November 30, 1996, and
For the Period from Reactivation [December 1, 1995] through November 30, 1997
Deficit
Accumulated
Additional During Net
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Deficit
--------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance, November 30, 1995 39,800,080 $ 39,800 $ 3,015,505 $ (3,055,305) $ 0
Reverse Split 1 for 150 ... (39,534,413) (39,534) 39,534
Net loss for the year ended
November 30, 1996 ...... (2,138) (2,138)
----------- ------- ---------- ---------- -----------
Balance, November 30, 1996 265,667 266 3,055,039 (3,057,443) (2,138)
----------- ------- ---------- ---------- -----------
Issuance of stock for debt. 636,350 636 636
----------- ------- ---------- ---------- -----------
Net Loss for the year ended
November 30, 1997 ..... (2,425) (2,425)
----------- ------- ---------- ---------- ----------
Balance, November 30, 1997 902,017 902 3,055,039 (3,059,868) (3,927)
=========== ======= ========== ========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
Olympus M.T.M. Corporation
[A Davelopment Stage Company]
Statements of Cash Flows
For the Years Ended November 30, 1997 and November 30, 1996, and
For the Period from Reactivation [December 1, 1995] through November 30, 1997
For the Period
For the Year Ended For the Year Ended from Reactivation to
November 30, 1997 November 30, 1996 November 30, 1997
--------------- -------------- -------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
- ------------------------------------
Net Loss ....................................... $(2,425) $(2,138) $(4,563)
Adjustments to reconcile net income to net
cash used for operating activities:
Increase/(decrease) in:
Accounts payable........................ 2,425 2,038 4,463
Increase taxes payable ................. 0 100 100
------- ------- -------
Net Cash Used for Operating Activities ......... 0 0 0
------- ------- -------
Net Increase (Decrease)in Cash ................. 0 0 0
Beginning Cash ................................. 0 0 0
------- ------- -------
Ending Cash Balance ............................ $ 0 $ 0 $ 0
======= ======= =======
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid for the period for interest .......... $ 0 $ 0 $ 0
Cash paid for the period for income taxes ...... $ 0 $ 0 $ 0
Supplemental Disclosure of Non-Cash Transactions
- ------------------------------------------------
The Company issued stock to a shareholder as consideration for partial reduction
of an amount due to the shareholder (see note 4).
</TABLE>
See accompanying notes to financial statements
<PAGE>
Olympus M.T.M. Corporation
Notes to Financial Statements
November 30, 1997
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Olympus M.T.M. Corporation [Company] incorporated under the laws of the
State of Utah on September 21, 1981. The Company was involuntarily
dissolved by the State of Utah on December 1, 1995, for failure to file an
annual report. Prior to the involuntary dissolution, the Company was
principally involved in investing in mineral leases. On July 31, 1996, the
Company was reinstated by the State of Utah.
Olympus M. T. M. Corporation, a development stage company, has yet to
commence its planned principal operations and has essentially been dormant
for several years
(b) Income Taxes
Effective December 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 109 [the Statement], "Accounting for
Income Taxes." The Statement requires an asset and liability approach for
financial accounting and reporting for income taxes, and the recognition of
deferred tax assets and liabilities for the temporary differences between
the financial reporting bases and tax bases of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. The cumulative effect of this change in accounting
for income taxes as of November 30, 1997 is $0 due to the valuation
allowance established as described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number of shares
outstanding. The weighted average number of shares outstanding is presented
on a post-split basis for the statement of operations. See note 4.
(d) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(e) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers cash on
deposit in the bank to be cash. The Company has $0 cash at November 30,
1997.
Note 2 Liquidity
The Company has accumulated losses through November 30, 1997 amounting to
$3,059,868, has no assets, has no working capital at November 30, 1997, and
does not anticipate generating sufficient cash flows from operations to
meet the Company's cash requirements. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
<PAGE>
Olympus M.T.M. Corporation
Notes to Financial Statements
November 30, 1997
[continued]
Management plans include seeking a well-capitalized merger candidate to
commence its operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of December 1, 1993. Prior years'
financial statements have not been restated to apply the provisions of
Statement No. 109. No provision has been made in the financial statements
for income taxes because the Company has accumulated substantial losses
from operations.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset at November 30, 1997 have no impact on
the financial position of the Company. A valuation allowance is provided
when it is more likely than not that some portion of the deferred tax asset
will not be realized. Because of the lack of taxable earnings history, the
Company has established a valuation allowance for all future deductible
temporary differences.
Note 4 Common Stock
Effective August 20, 1996, the Company enacted a 1 for 150 reverse split of
the 39,800,080 outstanding shares of common stock, while retaining the
present authorized capital (50,000,000) and par value ($.001). Fractional
shares were rounded to the nearest whole share. Any shareholder holding 100
or more pre-split shares retained a minimum of 100 post-split shares.
On December 20, 1996 the Company issued 636,350 post-split shares of common
stock to a shareholder, for expenses incurred by the Company but paid by
the shareholder.
Note 5 Stockholder Loan
A stockholder has paid expenses on behalf of the company in the amount of
$2,425 during the year ended november 30, 1997 and $2,038 during the year
ended november 30, 1996. The company has recorded a liability for these
expenses to the stockholder. This liability was reduced by $636 with the
stock transaction noted above. The unsecured loan bears no interest and is
due on demand.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Mantyla, McReynolds and Associated, CPA's, of Salt Lake City, are
continuing, with no disagreements, to audit the financial statements of the
Company. There has been no change in the Company's accountants in the past two
years.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth, in alphabetical order, the names and
the nature of all positions and offices held by all directors and executive
officers of the Company for the Company years ending November 30, 1993, 1994,
1995, 1996 and 1997, and to the date hereof, and the period or periods during
which each such director or executive officer served in his or her respective
positions.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- --------- ----------- --------------
<S> <C> <C> <C>
Quinton Hamilton Sec'y, Treasurer 07/23/96 *
and Director
Terry Hardman Vice President 10/23/96 *
and Director
Swen Mortensen Sec'y Treasurer 01/18/85 07/02/96
and Director
Ernest C. Psarras President 03/10/83 *
and Director
Jason E. Ritchie Vice President 07/23/96 10/23/96
and Director
Donald Snarr Director 03/10/83 07/08/96
</TABLE>
*These persons presently serve in the capacities indicated opposite their
respective names.
<PAGE>
Term of Office
- --------------
The term of office of the current directors shall continue until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in May of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.
Business Experience
- -------------------
Ernest C. Psarras. age 69, President and Director, attended the University
of Utah and holds a master's degree in business administration from the
University of California at Berkeley. Mr. Psarras has been an officer and
director of Manivest Corporation, a diversified investment company, since 1970.
From 1966 to October, 1970, he was a partner in Elmer Fox & Company, a national
firm of certified public accountants. For more than five years prior to that
time, Mr. Psarras was a partner in the accounting firm of Nielson and Psarras in
Salt Lake City, Utah. Mr. Psarras is a General Partner of EADAC Investments
which is a shareholder of the Company.
Terry Hardman, Vice President and Director. Miss Hardman is 44 years old.
For the past five years, she has been the Director for IHC Neonatal LifeFlight.
Miss Hardman received a B.S. from the College of Nursing at the University of
Utah in 1976.
Quinton Hamilton, Secretary, Treasurer and Director is 25 years old. Mr.
Hamilton attended the University of Utah from 1990 to 1995, at which time he
graduated with a B.A.. Mr. Hamilton worked as an account
representative/coordinator with the marketing firm of Scopes, Garcia and
Carlisle, located in Salt Lake City, Utah, for two years ending June 1997. Mr.
Hamilton is currently workimg as a Marketing Associate for City Search of Salt
Lake City Utah.
Family Relationships
- --------------------
There are no family relationships, by blood or marriage, between any
Officers or Directors or persons nominated to become such.
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the time of such
filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws;
<PAGE>
(4) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The Company has been inactive since on or before April 1990. On April 19,
1996, Duane S. Jenson, President of Jenson Services, Inc., purchased 10,000,000
pre-split or 66,670 post-split shares of the Company's securities from A-Vista
Corporation. A-Vista Corporation acquired the shares of the Company from
Carnicero Dynasty Corporation in conjunction with a merger.
In conjunction with Section 16(a) of the Exchange act, the following table
identifies the "reporting persons" who have filed Form 3's due to their
relationships with the Company, in compliance with the aforementioned act.
<TABLE>
<CAPTION>
<S> <C> <C>
"Reporting Person" Relationship to Company Date of Filing
- ------------------ ------------------------ --------------
Ernest C. Psarras President and Director 04-01-96
Terry A. Hardman Vice President and Director 04-01-96
Quinton N. Hamilton Sec'y, Treasurer and Director 04-01-96
Duane S. Jenson 10% Owner 04-01-96
Jeffrey D. Jenson 10% Owner 04-01-96
Jenson Services, Inc. 10% Owner 04-01-96
Eadac Investments 10% Owner 04-01-96
</TABLE>
<PAGE>
Item 10. Executive Compensation.
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards ($) (#) ($) Compensa-
Nov. 30 sation($) tion ($)
Quinton* 1997 0 0 0 0 0 0 0 0
Hamilton, 1996 0 0 0 0 0 0 0 0
Sec'y/ 1995 0 0 0 0 0 0 0 0
Treasurer
& Director
Terry* 1997 0 0 0 0 0 0 0 0
Hardman, 1996 0 0 0 0 0 0 0 0
Vice 1995 0 0 0 0 0 0 0 0
President
& Director
Swen A.* 1997 0 0 0 0 0 0 0 0
Mortensen 1996 0 0 0 0 0 0 0 0
Sec'y/ 1995 0 0 0 0 0 0 0 0
Treasurer
& Director
Ernest C.* 1997 0 0 0 0 0 0 0 0
Psarras, 1996 0 0 0 0 0 0 0 0
President 1995 0 0 0 0 0 0 0 0
& Director
Jason* 1997 0 0 0 0 0 0 0 0
Ritchie 1996 0 0 0 0 0 0 0 0
Vice 1995 0 0 0 0 0 0 0 0
President
& Director
Donald* 1997 0 0 0 0 0 0 0 0
Snarr 1996 0 0 0 0 0 0 0 0
Director 1995 0 0 0 0 0 0 0 0
</TABLE>
*No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the Company's
years ending November 30, 1996, 1995 or 1994, or the period ending on the date
of this Report. Further, no member of the Company's management has been granted
any option or stock appreciation right; accordingly, no tables relating to such
items have been included within this Item. See the Summary Compensation Table of
this Item.
<PAGE>
Compensation of Directors
- -------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed fiscal year or the previous
two fiscal years for any service provided as director. See the Summary
Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:
<TABLE>
<CAPTION>
Name and Address Number and Percentage*
of Shares Beneficially Owned
- ---------------- ----------------------------
<S> <C> <C>
Duane S. Jenson** 66,670 7%
5525 S. 900 E, Suite 110
S.L.C., UT 84117
Eadac Investments 143,268 15%
Ernest C. Psarras***
2436 Kentucky Ave.
S.L.C., UT 84114
Jenson Services, Inc.** 636,350 70%
5525 S. 900 E. Suite 110
S.L.C., UT 84117
</TABLE>
*Retroactively reflects 150 for one reverse split effective August 20,
1996.
**Duane S. Jenson is President and majority shareholder
of Jenson Services, Inc.
***Due to certain family relationships, Mr. Psarras may be deemed beneficial
owner of these shares.
<PAGE>
Security Ownership of Management
- --------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address Currently
- ---------------- ---------
<S> <C>
Quinton Hamilton 0
2100 E. Bengal Blvd., Apt. H304
S.L.C., UT 84121
Terry Hardman 0
2165 E. 7495 S.
S.L.C., UT 84121
Ernest C. Psarras** 143,268
Eadac Investments
2436 E. Kentucky Ave.
S.L.C., UT
All directors and officers as a group (3) 143,268
</TABLE>
*Retroactively reflects 150 for one reverse split effective August 20, 1996.
**This individual may be considered a beneficial owner of the aforementioned
shares due to certain family relationships.
<PAGE>
Changes in Control
- ------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others
- ---------------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three fiscal years, or any currently proposed transactions, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and in
which any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class of
the Company's common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.
Certain Business Relationships
- ------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Indebtedness of Management
- --------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Transactions with Promoters
- ---------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder or any member of the immediate family of any of the
foregoing persons, had an interest.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
- -------------------
None; Not Applicable.
<TABLE>
<CAPTION>
Exhibits*
- --------
<S> <C>
(3) Registration Statemnt on Form 10-SB*, filed
</TABLE>
*These documents and related exhibits have previously been filed with the
Securities and Exchange Commission and are incorporate herein by this reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
OLYMPUS M.T.M. CORPORATION
Date: FEBRUARY 26, 1998 By /S/ ERNEST C. PSARRAS
Ernest C. Psarras, President
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
OLYMPUS M.T.M. CORPORATION
Date: FEBRUARY 26, 1998 By /S/ ERNEST C. PSARRAS
Ernest C. Psarras, President
and Director
Date: FEBRUARY 26, 1998 By /S/ TERRY HARDMAN
Terry Hardman, Vice President
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000831489
<NAME> Olympus M.T.M. Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> year
<FISCAL-YEAR-END> Nov-30-1997
<PERIOD-START> Dec-01-1996
<PERIOD-END> Nov-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,927
<BONDS> 0
0
0
<COMMON> 902
<OTHER-SE> (4,829)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,325
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,325)
<INCOME-TAX> 100
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,425)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
