OLYMPUS VENTURES INC, 10-K, 1997-03-27

OLYMPUS VENTURES INC
10-K, 1997-03-27
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Transition Period from to

COMMISSION FILE NUMBER: 33-42070

OLYMPUS VENTURES, INC.
(Exact name of Registrant as specified in its charter)

WASHINGTON 91-1552419
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

3418 NORTH OCEAN BOULEVARD
FORT LAUDERDALE, FLORIDA 33308
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (954) 565-9292
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
NONE NOT APPLICABLE

<PAGE>

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE SECURITIES EXCHANGE ACT
OF 1934:

NONE

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 of 15 (d) of the Securities Exchange Act of
1934 during the preceding twelve months (of for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past ninety days. YES X NO

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at February 1, 1997 was approximately $1,600,492.

The number of shares of Registrant's Common Stock outstanding of June 30, 1996
was 9,666,464.

<PAGE>

PART I

ITEM 1. BUSINESS.

GENERAL

OLYMPUS MILLS U.S.A., INC.

OLYMPUS MILLS/HIALEAH, FLORIDA is the sales headquarters for Olympus Ventures,
Inc., as well as a cutting facility. Depending on the type of garment, the
21,000 square foot cutting plant is capable of producing from 7,000 to 20,000
dozen garments per week. The Hialeah facility also handles the design of Olympus
Mills U.S.A.'s own branded labels. OLYMPUS USA AND OLYMPUS KID'S line of
clothing.

H&D FASHIONS, S.A./SAN CRISTOBAL, DOMINICAN REPUBLIC is the location of an
18,000 square foot factory equipped to manufacture knit and woven garments as
well as T-shirts. The facility has 170 machines and 150 employees. The maximum
production capabilities is 2,500 dozen pieces per week utilizing ten hour
shifts. Although all T-shirts are silk screened domestically, the San Cristobal
facility offers embroidering, after sewn garment dyeing, and tie dyeing.

BARON'S INTERNACIONAL, S.A./MANAGUA, NICARAGUA is the location of our 30,000
square foot facility that houses 520 machines for the production of denim and
flannel garments. The factory features an additional 1,200 square feet of office
space and a 3,000 square feet cafeteria equipped to feed the 450 employees. The
factory is the largest of the three facilities and is capable of producing as
much as 12,000 pairs of dungaree's and 16,000 flannel shirts per week. Denim
garments can be manufactured with a variety of finishes including but not
limited to sand, stone and acid washing, as well as antiquing.

The sales and marketing of all Olympus Mills U.S.A., Inc. products are handled
out of the Hialeah office. All contract and full package business for all three
factories are administered from this facility.

Olympus Ventures, Inc., is a manufacturer of denim and twill woven garments. The
company offers full packaging and contract services to the industry, with wholly
owned manufacturing facilities in Nicaragua, the Dominican Republic and Hialeah,
Florida. These corporations offer 90 years of collective experience in the
garment industry and specialize in sewing, cutting and knitting. The primary
assets of Olympus Ventures are knitting and sewing equipment, contracts, and
real property leases.

To accommodate marketing and manufacturing needs, Olympus Ventures, Inc. formed
a subsidiary corporation, Olympus Mills U.S.A., Inc. Corporate administration
and limited manufacturing is provided at our domestic facility in Hialeah,
Florida. Processing large, low unit cost orders is the function of our offshore
facilities in the Dominican Republic and Nicaragua.

All subsidiaries are presently in operation and are processing orders for major
retailers.

<PAGE>

Presently, 80% of the Company's diversified client list provides merchandise to
the largest part of the available market, the middle to low end, defined in
terms of price per garment, the remainder being sold to high end of the market,
private labeling and high end contracts. Concentration on the largest segment of
the market maximizes our client base and allows higher unit volume of
merchandise being processed by the factories.

Olympus Ventures, Inc., is positioned in the marketplace to compete on all
levels of garment manufacturing. Our cost-efficient, wholly-owned off-shore
facilities are strategically located in proximity to the U. S. mainland. These
factors allow us to operate with approximate gross pre-tax profits of 30% on
contract accounts, 35% on full package contracts, and 50% on our own private
label merchandise.

SELLING STRATEGIES

Presently, Olympus Ventures, Inc. is developing an in-house sales force
operating out of our Hialeah, Florida facility. The sales program is designed to
effectively market and promote private label lines as our production and
development program progresses.

Sales contracts are closely monitored to keep a consistent balance of contract,
full packaging and private label accounts.

BANKING RELATIONSHIPS

To accommodate the immediate financial need of the company, working
relationships have been established, Bank Centro and Capital Bank. Both are
Florida corporations.

RISK

As in any manufacturing business, there is always a degree of risk to the
capital employed. However, provisions have been made to minimize the risk of
investment to its shareholders. Since we own our off-shore facilities and
equipment, we control production schedules and are not greatly affected by
unforeseen cost fluctuations in labor and raw materials. Our conservative
position in the marketplace works in our favor since the bulk of our business is
manufacturing basic items for which there is always a market.

Although we are developing, marketing and distributing our own private label to
take advantage of the higher profits that can be attained, we presently intend
to keep a balance of diversified clients and products so that we aren't
dependent on one segment of the market to support our operations.

Our off-shore factories are strategically situated close to the continental
United States in countries that are dependent on American business to stabilize
their economy. Trade relations with these countries have remained consistent,
even with the political instability within the local governments that arises
from time to time.

<PAGE>

Olympus faces further risk in that it needs to obtain additional working capital
and there can be no assurance that such capital can be obtained or if obtained
will be on terms acceptable to the company. If it is unable to do so it will
have to curtail or discontinue its operations.

CUSTOMERS

Olympus Mills U.S.A., Inc. and its wholly-owned subsidiaries manufactures
garments for the clients listed below on an ongoing basis. Many full package
contracts are open ended. Because all of our factories manufacture basics many
of our clients keep repeating their orders as needed. The current major client
list is as follows:

Wal-mart
Blair Catalogue
K-Mart
Target
Donnkenny/Mickey and Company
Federated Department Stores

COMPETITION

The level of competition covers a wide range, and varies according to the
products being manufactured and the size of the facilities. Although Sara Lee,
Hanes, Playtex, Champion, Levi Strauss & Co., VF Corp., Fruit of the Loom and
Liz Clairborne currently manufacture the same type of clothing as ourselves,
they are unable to accommodate the amount of business they already have. We have
taken great care to position ourselves in the correct locations to be
competitive in both quality and price, with the additional advantage of an
ability to deliver production as just in time basis.

However many of our competitors are substantially larger in terms of revenue
profits and assets. Additionally they have greater working capital and a greater
ability to raise additional capital.

EMPLOYEES

At June 30, 1996, the company had approximately 610 full-time and no part-time
employees.

ITEM 2. PROPERTIES

The Registrant owns no real property. It leases manufacturing space consisting
of 18,000 square feet located in San Cristobal, Dominican Republic. The monthly
rent is $3,750 on a multi-year lease.

The Registrant also leases manufacturing space, consisting of 2,400 square
meters, located in Managua, Nicaragua. The monthly rental is approximately
$6,300 on a multi-year lease.

The Registrant leases manufacturing and administrative facilities located in
Hialeah, Florida. The facility leased is 16,800 square feet. The monthly rental
is $6,300 on a multi-year lease.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

At June 30, 1996, no legal proceedings are pending to which the Registrant is a
party or of which any of Registrant's property is the subject matter. No legal
proceedings are known to be contemplated by governmental authorities.

Management has investigated the feasibility of action against its former Chief
Executive Officer, Peter Hargitay and its wholly owned subsidiary CEA Lines,
Inc. ("CEA"). It is management's present opinion that action against CEA and Mr.
Hargitay are not practicable and/or cost effective. See also Note 1(a) of the
notes to the financial statements at page F-8 which is incorporated herein by
reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fiscal year covered by this report to a
vote of security holders.

<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS.

(A) MARKET INFORMATION. The Company's Common Stock trades in the
over-the-counter market and has been quoted on the electronic Bulletin
Board since January 12, 1995.

(B) HOLDERS. The approximate number of holders of each class of Common
Stock of the Registrant as of February 1, 1997 as follows:

357 PERSONS

(D) PRICES. The following table sets forth the range of high and low sales
prices of the Company's common stock as reported by the National
Quotation System Bulletin Board for the quarters indicated.

PRICE RANGE OF COMMON STOCK

HIGH LOW

1995
First Quarter 5 1/4 .625
Second Quarter 6 * .625 *

1996
Third Quarter 2 3/8 * 1/2 *
Fourth Quarter 1 5/8 * 5/8 *

* Shows the prices following a 1-10 reverse split effective
September 12, 1995.

<PAGE>

ITEM 6. SELECT FINANCIAL DATA.
<TABLE>
<CAPTION>

For the years ended
June 30 June 30 June 30 June 30 June 30
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>

Income Statement Data:

Net Revenues $ 1,003,426 $ 484,434 $ - $ - $ -
Net Loss (18,276,489) (68,494) (5,456) (48,335) (243)
Loss per common share * (141.58) (5.26) (0.86) (11.60) -

June 30 June 30 June 30 June 30 June 30
1996 1995 1994 1993 1992
Balance Sheet Data:

Working Capital (deficit) $ (838,512) $ (331,043) $ 2,389 $ 7,845 $ (10,480)
Total assets 1,352,548 2,340,212 27,182 27,184 13,182
Long-term debt 237,818 - - - -
Shareholders' Equity 264,380 1,422,811 15,571 21,027 2,702
</TABLE>

(*) Per share data has been computed after giving retroactive effect to the
September 1995 (1 for 10) and January 1997 (1 for 30) reverse stock
splits.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION.

FISCAL YEAR 1995

Liquidity and Capital Resources

The Registrant's cash totaled $20,810 at June 30, 1995, an
increase of $6,810 over the previous year.

The increase in cash was due primarily from the inflows from
the shareholder's loan which was offset by investment in
subsidiary and the amounts used in operation.

On January 1, 1995, the Registrant acquired a 50.1% interest in
CEA Lines, Inc., a shipping company. CEA Lines, Inc. commenced
operation on January 1, 1995. The Registrant has no other
operations, hence the operating results for the year are those
of CEA Lines, Inc.

The Registrant believes that if the business of its subsidiary
develops as expected, cash on hand and from operating
activities will be sufficient to meet it's operating
requirements in the ensuing year.

<PAGE>

Results of Operations

As noted above, the operation of the Registrant is represented
by the operations of its subsidiary, CEA Lines, Inc. in which
the Registrant acquired a 50.1% interest on January 1, 1995,
the date on which CEA Lines, Inc. commenced operation.

The Company had revenues of $484,434 for the year ended June
30, 1995. This represents six (6) months operation as prior to
this the Company was in a development stage.

The Company had direct expenses in the amount of $387,781 (80%)
of revenues and selling general and administrative expenses of
$221,594 (45.7%) of revenues resulting in a net loss of $68,494
after minority interest of $68,220.

FISCAL YEAR 1996

Liquidity and Capital Resources

The Registrant's cash totaled $844 at June 30, 1996 a decrease
of $19,966 below the previous year. The decrease was not
significant enough for management to give an opinion for the
drop at year end. The assets of the Company were adjusted
downward from $2,340,212 to $1,352,548.

During the year the Registrant made numerous acquisitions
without sufficient capital to support the operations of the
acquisitions. Hence the operating results for the year are
negative.

The new management made a decision to write off the majority of
the acquisitions and keep only the acquisitions which
management believes are capable of generating a positive cash
flow for the ensuing year.

The new management is negotiating to obtain necessary operating
funds and manufacturing lines of credit to enable its
manufacturing subsidiaries to increase its production to a
profitable level in the ensuing year.

However, management has no firm committments for obtaining
additional capital or that if a committment is obtained, it
will be on terms acceptable to the Registrant. If additional
financing is not obtained, the Company will have to curtail or
discontinue its operations.

<PAGE>

Results of Operations

Year ended June 30, 1996

As noted above, the operation of the Registrant was negative.
Current management believes that the negative position of
operations was due to lack of working capital and management
turmoil.

The Company had revenues of $1,003,426 for the year ended June
30, 1996. This income was created in the last six (6) months of
operations, from operations of the garment manufacturing
facilities.

The company had direct expenses in the amount of $1,395,317
(139%) of revenues, operating expense of $678,061 (68%) of
revenues, write offs, loss on disposal of property, plant and
equipment, amortization and write-off of goodwill in the amount
of $8,513,304 (848%) of revenues, consulting services in the
amount of $8,693,233 (866%) of revenues resulting in a net loss
of $18,276,489.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

An Index of the Financial Statements and Supplementary data are
depicted in further detail in Item 14 of this Report.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

Registrant has reported no disagreement on any matter of
accounting principles or practices or financial statements
disclosure and none is contemplated. The Registrant's prior
accountants were dismissed and new accountants retained in
October, 1996 since the Registrant moved its principal office,
books and records from Jamaica, West Indies to Fort Lauderdale,
Florida. There was no adverse opinion or disclaimer to opinion.
The change was approved by the Board of Directors. See also
Report on Form 8-K filed December 6, 1996 which is hereby
incorporated by reference.

<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.

Information sufficient to respond to this item is not within
the possession of management and is not available to
management.

ITEM 11. EXECUTIVE COMPENSATION.

Information sufficient to respond to this item is not within
the possession of management and is not available to
management.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.

Information sufficient to respond to this item is not within
the possession of management and is not available to
management.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In management's opinion there were a number of related party
transactions. Details of such transaction are set forth in the
notes to the financial statement, Note 1(a) - 1(e) which are
incorporated by reference. In the opinion of the Registrant,
the transactions described in Note 1(a) - 1(c), and 1(e)
involved transactions whereby the Registrant acquired assets
that were grossly overvalued and have been written down in the
balance sheet. Furthermore, in the case of the acquisition of
CEA Lines, Inc. no assets, called for in the acquisition
agreement were ever turned over to the Registrant. Moreover,
Peter Hargitay, the director of CEA Lines, Inc. and former CEO
of the Registrant has, despite repeated demands, failed to
return to the Registrant all corporate books and records in his
possession. Upon information and belief, these records are all
financial records from the formation of the Company through on
or about February 1, 1976. He further retains, upon information
and belief, all board resolutions and minutes from the
inception of the Company through February 1, 1996.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>

<S> <C>
Independent Auditors' Report F - 1 - F - 2.

Financial Statements:
Balance Sheets F - 3.
Statements of Operations F - 4.
Statements of Changes in Shareholders' Equity F - 5.
Statements of Cash Flows F - 6. - F - 7.

Notes to Financial Statements F - 8. - F - 18.

</TABLE>

1) Registrant hereby incorporates by reference the report on
Form 8-K filed November 15, 1995.

2) In response to Item 601(b)(3)(i) and 601(b)(3)(ii) of
Regulation S-K, Registrant incorporates by reference the
Certificate and by-laws filed as exhibits to Form S-1 filed
August 8, 1991.

<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 as of this
23rd day of March, 1997.

OLYMPUS VENTURES, INC.
(REGISTRANT)

BY:
GARY MORGAN, CEO

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been duly signed below by the following persons on behalf
of the Registrant and in the capacities and as of this 23rd day of March, 1997.

SIGNATURES TITLE DATE

/s/ Gary Morgan CEO and Director March 23, 1997
- -------------------
Gary Morgan

/s/ Roland Breton Director March 23, 1997
- -------------------
Roland Breton

/s/ Joel Marcus Director March 23, 1997
- -------------------
Joel Marcus

No annual report to Security Holders or proxy material has been
sent to Security Holders.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To The Board of Directors
Olympus Ventures, Inc. and Subsidiaries

We have audited the consolidated balance sheet of Olympus Ventures, Inc. and
subsidiaries as of June 30, 1996, and the related statements of operations,
changes in stockholders' equity, and cash flows for the year then ended. 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. The consolidated financial statements of Olympus Ventures, Inc. and
subsidiaries as of June 30, 1995 and 1994, were audited by other auditors whose
reports dated October 11, 1995 and October 11, 1994, respectively, expressed
unqualified opinions on those statements.

As discussed in Note 1, the Company underwent several significant management
changes during the year ended June 30, 1996. Corporate records prior to January
1, 1996, are not available.

Also as discussed in Note 1, during the year ended June 30, 1996 the Company
abandoned its investment in its wholly-owned subsidiary, C.E.A. Lines, Inc.
Corporate records regarding C.E.A. Lines, Inc. are not available.

As discussed in Notes 1 and 6, current management has concerns about the
propriety of certain business transactions, including acquisitions, entered into
by prior management. Information in the Company's files is not sufficient to
properly evaluate these transactions. However, based upon available information,
management has made a number of adjustments with respect to these transactions.

Because of the matters discussed in the preceding paragraphs, the scope of our
work was not sufficient to enable us to express, and we do not express, an
opinion on the results of operations, changes in stockholders' equity, and cash
flows for the year ended June 30, 1996.

As described above, Company records regarding acquisitions made during the year
ended June 30, 1996 are incomplete. Generally accepted accounting principles and
rules and regulations of the Securities and Exchange Commission require the
presentation of a number of disclosures relating to business combinations,
including certain pro forma information. Because of the incompleteness of
records, the Company was unable to provide these disclosures.

F - 1

<PAGE>

In our opinion, except for the omission of the information discussed in the
preceding paragraph, the consolidated balance sheet of Olympus Ventures, Inc.
and subsidiaries as of June 30, 1996, presents fairly, in all material respects,
the consolidated financial position of Olympus Ventures, Inc. and subsidiaries
as of June 30, 1996, in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that Olympus Ventures, Inc. and subsidiaries will continue as a going concern.
As more fully described in Note 3, the Company has sustained substantial
operating losses and has significant negative working capital and an accumulated
deficiency as of June 30, 1996. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon the ability of management to
obtain sufficient financing and ultimately achieving profitability. The
accompanying 1996 consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

As more fully described in Note 9b an unrelated party has made a significant
claim against the Company. The accompanying 1996 consolidated financial
statements do not include any adjustments that might result from the outcome of
this contingency.

/s/ LAZAR, LEVINE & COMPANY
----------------------------------
LAZAR, LEVINE & COMPANY LLP

New York, New York
February 28, 1997

F - 2

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

- ASSETS -
<TABLE>
<CAPTION>

JUNE 30, June 30,
1996 1995
<S> <C> <C>

CURRENT ASSETS:
Cash and cash equivalents $ 844 $ 20,810
Accounts receivable - 19,817
Inventories (Note 2d) 9,966 -
Prepaid expenses and other current assets 1,028 -
----------- ----------

TOTAL CURRENT ASSETS 11,838 40,627
----------- ----------

PROPERTY, PLANT AND EQUIPMENT - NET (NOTES 2E, 5 AND 7) 1,320,902 2,028,910
----------- ----------

OTHER ASSETS:
Deferred expenses - 270,675
Security deposits 19,808 -
----------- ----------
19,808 270,675
----------- ----------
$ 1,352,548 $2,340,212
============ ==========

- LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
Bank overdraft $ 28,214 $ -
Current portion of long-term debt (Note 5) 141,012 -
Accounts payable and accrued expenses (Note 8) 551,230 43,207
Shareholders' loans (Note 4) 129,894 328,463
----------- ----------
TOTAL CURRENT LIABILITIES 850,350 371,670
----------- ----------

LONG TERM LIABILITIES:
Long term debt - net of current portion (Note 5) 237,818 -
----------- ----------

MINORITY INTEREST (NOTE 1A) - 545,731
----------- ----------

COMMITMENTS AND CONTINGENCIES (NOTES 3,7 AND 9)

SHAREHOLDERS' EQUITY (NOTES 1 AND 6)
Common stock, $.0001 par value, 800,000,000 shares authorized; 9,666,464 and
491,000 shares issued and outstanding for 1996 and
1995, respectively 966 49
Additional paid-in capital 18,662,486 1,545,345
Accumulated deficit (18,399,072) (122,583)
----------- ----------

264,380 1,422,811

$ 1,352,548 $2,340,212
============ ==========

See notes to consolidated financial statements.

F - 3

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

</TABLE>
<TABLE>
<CAPTION>

For the Year Ended
JUNE 30, June 30, June 30,
1996 1995 1994
<S> <C> <C> <C> <C>

NET REVENUES (NOTE 7) $ 1,003,426 $ 484,434 $ -
----------- ---------- -------

COSTS AND EXPENSES:
Cost of revenues 1,395,317 387,781 -
Operating expenses 630,872 221,594 5,456
Interest expense 47,189 11,773 -
Write off of investment in C.E.A. Lines, Inc. (Note 1a) 3,354,068 - -
Consulting services (Note 6) 8,693,233 - -
Loss on disposal of property, plant and equipment (Note 1) 515,000 - -
Write-off of license (Note 1) 200,000 - -
Amortization and write-off of goodwill (Notes 1 and 2g) 4,444,236 - -
----------- ---------- --------
19,279,915 621,148 5,456
----------- ---------- --------

LOSS BEFORE MINORITY INTEREST (18,276,489) (136,714) (5,456)

Minority interest (Note 1a) - (68,220) -
------ ------------ ---------- -------

NET LOSS (NOTE 2F) $(18,276,489) $ (68,494) $(5,456)
============ =========== =======

LOSS PER SHARE (NOTES 2J, 6 AND 10B) $(141.58) $(5.26) $ (0.86)
======== ====== ========

Weighted average number of shares (Notes 2j, 6 and 10b) 129,091 13,033 6,367
======= ====== =====
</TABLE>

See notes to consolidated financial statements

F - 4

<PAGE>

OLYMPUS VENTURES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY
<TABLE>
<CAPTION>

Additional Total
Common Stock Paid-in Accumulated Shareholders'
Shares Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>

Balance at June 30, 1993 191,000 $19 $ 69,641 $ (48,633) $ 21,027
Net loss - - - (5,456) (5,456)
----------- ------ ----------- ----------- -----------
Balance at June 30, 1994 191,000 19 69,641 (54,089) 15,571
Issuance of common stock for acquisition
of 50.1% of C.E.A. Lines, Inc. 300,000 30 1,475,704 - 1,475,734

Net loss - - - (68,494) (68,494)
----------- ----- ----------- ----------- -----------
Balance at June 30, 1995 491,000 49 1,545,345 (122,583) 1,422,811
Adjustment to agree with transfer agent's
records (Note 6) 30,601 3 (3) - -

Issuance of common stock for acquisitions (Note 1):
C.E.A. Lines, Inc. (49.9%) 400,000 40 1,999,960 - 2,000,000
Olympus Mills USA, Inc. 1,750,000 175 2,624,825 - 2,675,000
Ekrhen Corporation 100,000 10 649,990 - 650,000
K.O.K.O. Wear, Inc. 40,000 4 199,996 - 200,000
Nelson International Corp. and
Baron's Internacional, S.A. 300,000 30 1,499,970 - 1,500,000
H&D Fashions S.A. 50,000 5 249,995 - 200,000

Shares issued for services (Note 6) 5,430,833 543 8,692,690 - 8,693,233
Shares issued in private placement (Note 6) 7,400 1 199,824 - 199,825
Unidentified issues (Note 6) 66,630 6 (6) - -
Share issued for conversion of debt
(Notes 1b, 1c and 6 ) 1,000,000 100 999,900 - 1,000,000
Net loss - - - (18,276,489) (18,276,489)
--------- ---- ----------- -------------- -------------

BALANCE AT JUNE 30, 1996 9,666,464 $966 $18,662,486 $(18,399,072) $ 264,380
========= ==== =========== ============= =============
</TABLE>

See notes to consolidated financial statements.

F - 5

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Page 1 of 2
<TABLE>
<CAPTION>

For the Year Ended
JUNE 30, June 30, June 30,
1996 1995 1994
<S> <C> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(18,276,489) $(68,494) $ (5,456)
Adjustments to reconcile net loss to net cash (used by)
operating activities:
Minority interest - (68,220) -
Depreciation and amortization 102,149 94,687 -
Loss from write-down of inventory 93,534 - -
Loss from write-off of assets in C.E.A. Lines, Inc. 3,354,068 - -
Loss from disposal of property, plant and equipment 515,000 - -
Goodwill amortized and written off during the year 4,444,236 - -
Shares issued for services 8,693,233 - -
Write-off of license 200,000 - -
Changes in assets and liabilities:
(Increase) in accounts receivable (18,200) (19,817) -
Decrease in inventories 45,000 - -
(Increase) in prepaid expenses and other current assets (715) -
Increase in accounts payable and accrued expenses 335,872 31,596 5,454
---------- --------- ----------
NET CASH (USED BY) OPERATING ACTIVITIES (512,312) (30,248) (2)
---------- --------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of property, plant and equipment 95,000 - -
Increase in security deposits (6,480) - -
Loans from shareholders 153,847 53,970 -
Investment in subsidiaries - (16,912) -
----------- ---------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 242,367 37,058 -
----------- ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt (76,055) - -
Proceeds from loan 100,000 - -
Net proceeds from shares issued in private placement 199,825 - -
Increase in bank overdraft 26,209 - -
----------- ---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 249,979 - -
----------- ---------- -----------

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (19,966) 6,810 (2)

Cash and cash equivalents, beginning of year 20,810 14,000 14,002
----------- --------- ----------

CASH AND CASH EQUIVALENTS, END OF YEAR $ 844 $ 20,810 $ 14,000
=========== ========= =========
</TABLE>

See notes to consolidated financial statements.

F - 6

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Page 2 of 2
<TABLE>
<CAPTION>

For the Year Ended
JUNE 30, June 30, June 30,
1996 1995 1994
<S> <C> <C> <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $22,569 $ - $ -
------- ------------- ------
Income taxes $ - $ - $ -
======= ============= ======

</TABLE>

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND
FINANCING ACTIVITIES:

During the year ended June 30, 1996, the Company acquired (i) 49.9% of the stock
of C.E.A. Lines, Inc., (ii) 100% of the sellers interest in Caribbean Charters
Ltd. (iii) 100% of the stock of Olympus Mills USA, Inc. (iv) certain assets of
Ekrhen Corporation (v) all the shares of K.O.K.O. Wear Inc. and (vi) all the
outstanding shares of Nelson International Corp and Baron's I nternacional,
S.A., for 2,640,000 shares of the Company's common stock valued at $7,225,000.
The Company also exchanged 1,000,000 common shares for $1,000,000 of debt issued
in connection with certain of the above acquisitions. The Company also issued
5,430,833 of its common stock for services.

See notes to consolidated financial statements.

F - 7

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS:

Olympus Ventures, Inc. (the "Company") was incorporated on
October 24, 1988 in the State of Washington and for the period
from inception to December 31, 1994 was in its development
stage. Acquisitions by the Company were as follows:

(a) C.E.A. LINES, INC.

On November 7, 1994, the Company entered into an agreement, which was
amended on January 1, 1995, with Central European Subholding Inc. to
purchase 50.1% of the common stock in C.E.A. Lines, Inc. ("CEA"). In
connection with this transaction 3,000,000 shares of common stock
(prior to the 1 for 10 reverse split - see Note 6) were issued. CEA
became a majority owned subsidiary of the Company. CEA's principal
asset was an ocean shipping vessel and its main activity was
providing freight services. CEA was organized under the laws of the
Turks & Caicos Islands, British West Indies.

On September 20, 1995, the Company entered into another agreement
with Central European Subholding, Inc. for the purchase of the
remaining 49.9% of the stock of CEA. Under the terms of this
agreement the Company received 100% of the stock of CEA Traders, a
wholly owned subsidiary of CEA. In connection with this transaction
400,000 shares of common stock were issued.

The shares were valued by the Company at $2,000,000. The purchase
price was allocated to property, plant and equipment ($1,454,269) and
minority interest ($545,731).

The CEA acquisition was a related party transaction. Current
management has been unable to determine whether the acquisition was
made at "arms length" and therefore whether amounts recorded in the
financial statements properly reflect the fair values of the assets
acquired.

On January 8, 1996 the Company's chief executive officer resigned.
Since his resignation the Company has had several chief executive
officer's. Current management joined the Company on July 15, 1996.

Current management has had communications with the officer that
resigned to compel him to return the following to the Company: (1)
the assets of CEA (including the ocean shipping vessel), (ii) the
books and records of CEA, and (iii) the books and records of the
Company from inception through December 31, 1995. To date, current
management has been unable to reach an agreement with the former
chief executive for the return of the above. Management is currently
investigating its legal options, but believes that it may not be
practicable or economically reasonable to further pursue this matter.

Pending the conclusion of its investigation, management has
instructed the Company's transfer agent to stop the transfer of the
400,000 common shares issued in the second CEA transaction.
Additionally, since the Company is unable to secure the assets of
CEA, management has determined that the Company's investment in CEA
which amounted to $3,354,068 should be and was written off as of June
30, 1996.

F - 8

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS (CONTINUED):

(b) CARIBBEAN CHARTERS LTD.

On August 21, 1995, the Company acquired 100% of the sellers interest
in Caribbean Charters Ltd. This acquisition was evidenced by a
convertible promissory note in the amount of $750,000 convertible
into the Company's common shares at a price of $2.50 per share.

Since the assets of Caribbean Charters Ltd. consisted of three
boats, the purchase price was attributed entirely to property,
plant and equipment.

This acquisition was also with a related party. Current management
has been unable to determine whether the acquisition was made at
"arms length" and therefore whether amounts recorded in the financial
statements properly reflect the fair values of the assets acquired.

During March 1996, the Company exchanged 750,000 common shares for
the $750,000 convertible note.

In December 1995, one of the boats was sold for $35,000 resulting in
a loss of $140,000. In October 1995, a second boat was sold for
$60,000 resulting in a loss of $165,000. In May 1996, the third boat
was repossessed by a secured lender resulting in a loss of $210,000.
Accordingly, as of June 30, 1996, all of the assets of Caribbean
Charter Ltd had been disposed of.

On September 21, 1995, the Company entered into an agreement with
Horizon Marketing Ltd. to acquire 100% of the outstanding stock of
Olympus Mills USA, Inc., a textile manufacturing business located in
Florida. The consideration for the acquisition was 1,750,000 shares
of common stock and $250,000 in cash to be paid by January 1, 1996 or
upon the sale of certain inventory. At the date of the acquisition it
appears that the Company also recorded $400,000 of assumed secured
debt. The assumption of this debt does not appear to be provided for
in the acquisition agreement.

As discussed above, the books and records of the Company are not
available for the period prior to December 31, 1995. However, it
appears from the September 30, 1995 quarterly financial statements
that the shares issued were valued at $2,625,000 and debts were
recorded of $ 400,000 and $250,000.

F - 9

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS (CONTINUED):

On a consolidated basis it appears that the total acquisition cost of
$3,275,000 was recorded as property, plant and equipment. Current
management does not believe that the $400,000 of secured debt was
properly recorded as an element of this transaction. Additionally,
there have been no claims by any secured lender with respect to this
alleged debt. Furthermore, current management has identified
approximately $351,000 of assets that appear to have been acquired as
part of the acquisition. These assets were sold for cash of
approximately $351,000 during the year ended June 30, 1996. Current
management has been unable to determine whether the acquisition was
made at "arms length", and therefore, whether amounts recorded in the
financial statements properly reflect the fair values of the assets
acquired. In fact, current management has been unable to identify any
assets, with the exception of the $351,000 discussed above, received
in connection with this acquisition. Management believes that given
the nature and condition of the business there was no bonafide
purpose for the issuance of the number of shares issued in connection
with this transaction. Based upon the foregoing, management has
determined to retroactively adjust the accounting for this
acquisition.

The revised accounting for this transaction results in assets held
for sale of $350,859, goodwill of $2,459,745, and the recognition of
debt at $250,000 and common stock and additional paid-in capital of
$2,672,282. Given the circumstances described above management
believes that goodwill recognized in the above transaction is
significantly impaired and has charged the total amount to operations
as of June 30, 1996.

During March 1996, the $250,000 in debt discussed above was exchanged
for 250,000 shares of common stock.

(d) EKRHEN CORPORATION

On September 21, 1995 the Company acquired certain assets of Ekrhen
Corporation. The consideration paid for this acquisition consisted of
100,000 shares of common stock and the assumption of $200,000 of
debt.

As discussed above, the books and records of the Company were not
available prior to December 31, 1995. It appears from the September
30, 1995 and December 31, 1995 quarterly financial statements that
the shares issued were valued at $600,000 and debt was recorded at
$200,000. On a consolidated basis it appears that the total
acquisition cost of $800,000 was recorded as property, plant and
equipment.

However, since the contract called for 100,000 shares to be issued at
$6.50 per share and the debt assumed aggregated $200,000, the
acquisition should have been recorded at $850,000, and has been so
adjusted. Current management questioned whether the share value was
properly computed and therefore in January 1997 engaged an
independent appraiser to determine whether amounts recorded in the
financial statements properly reflect the fair values of the assets
acquired.

F - 10

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS (CONTINUED):

(d) EKRHEN CORPORATION (CONTINUED):

In as much as there were detailed listings of the equipment
acquired, the appraiser through study and inspection, was able to
provide a value for the equipment at or about the time of the
acquisition. The appraised value aggregated $333,590. The equipment
acquired has been retroactively adjusted to this amount with an
equivalent adjustment to additional paid-in capital.

(e) K.O.K.O WEAR INC. D/B/A "HOT BODY"

As of October 16, 1995 the Company, through a subsidiary, acquired
all of the shares of K.O.K.O. Wear Inc. in exchange for 40,000
common shares. As part of the agreement, the Company warrantied that
the issued shares (which are restricted under Rule 144) will have a
value of $200,000 at the end of the holding period. If the value is
less than $200,000, the Company at its option, may pay the
difference in cash or additional shares. The principal asset of
K.O.K.O. Wear Inc. was a license agreement.

In October, 1996 subsequent to the balance sheet date, the Company
terminated the services of a former principal of K.O.K.O. Wear Inc.

In management's opinion the acquired license was significantly
impaired as of June 30, 1996 and therefore has been written-off.

(f) NELSON INTERNATIONAL CORP. AND BARON'S INTERNACIONAL, S.A.

As of November 2, 1995 the Company, through a subsidiary, acquired
all of the outstanding shares of Nelson International Corp. (Hialeah,
Florida) and Baron's Internacional, S.A., a textile manufacturing
business located in Managua, Nicaragua. The consideration for the
acquisition was 300,000 shares, valued at $1,500,000. As part of the
acquisition, the Company assumed part, but not all of the acquired
companies' liabilities which aggregated approximately $253,000. The
total purchase price of $1,753,000 was reflected as property, plant
and equipment. As part of the agreement, the Company warranted that
the issued shares (which are restricted under Rule 144) will have a
value of $1,500,000 at the end of the holding period. If the value is
less than $1,500,000, the Company, at its option, may pay the
difference in cash or additional shares. The sellers warranted that
the equipment in the two factories will appraise at a value of no
less than $1,000,000 or the purchase price and warranty will be
adjusted accordingly.

Current management questioned whether the share value was properly
computed and therefore in January 1997 engaged an independent
appraiser to determine whether amounts recorded in the financial
statements properly reflected the fair value of the assets acquired.

In as much as there were detailed listings of the equipment acquired,
the appraiser through study and inspection was able to provide a
value for the equipment at about the time of the acquisition. The
appraised value aggregated $741,085. The equipment acquired has been
retroactively adjusted to that amount with an equivalent adjustment
to goodwill.

F - 11

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS (CONTINUED):

(f) NELSON INTERNATIONAL CORP. AND BARON'S INTERNACIONAL, S.A
(CONTINUED):

As of June 30, 1996, management determined that the goodwill
described above was significantly impaired and accordingly was
charged to operations.

(g) H & D FASHIONS S. A.

As of November 30, 1995 the Company acquired all of the outstanding
shares of H & D Fashions S.A., a textile manufacturing business
located in San Cristobal, Dominican Republic. The purchase price was
50,000 shares of the Company's common stock and $183,200 in cash,
$15,200 payable in January 1996, with the remaining balance paid in
monthly installments. Final payment was due December 1996. As part of
the agreement, the Company warranted that the issued shares (which
are restricted under Rule 144) will have a value of $250,000 at the
end of the holding period. If the value is less than $250,000, the
Company at its option may pay the difference in cash or additional
shares.

In as much as there were detailed listings of the equipment acquired,
the appraiser through study and inspection was able to provide a
value for the equipment at or about the time of the acquisition. The
appraised value aggregated $330,815. The equipment acquired has been
retroactively adjusted to the amount with an equivalent adjusted to
goodwill.

As of June 30, 1996, management determined that the goodwill
described above was significantly impaired and accordingly reflected
a charge to operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of
Olympus Ventures, Inc., (the "Company") and its wholly-owned
subsidiaries, CEA Lines, Inc. ("CEA"), Olympus Mills USA, Inc.
("Olympus"), K.O.K.O. Wear, Inc. ("KOKO"), Nelson International
Corp. ("Nelson"), Baron's Internacional, S.A. ("Barons"), and H&D
Fashions, S.A. ("H&D"). All material intercompany balances and
transactions have been eliminated.

F - 12

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

(b) USE OF ESTIMATES:

In preparing financial statements in accordance with generally
accepted accounting principles, management makes certain estimates
and assumptions, where applicable, that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as
reported amounts of revenues and expenses during the reporting
period. While actual results could differ from those estimates,
management does not expect such variances, if any, to have a material
effect on the financial statements.

Financial instruments that potentially subject the Company to
concentration of credit risk consist principally of accounts
receivable.

(d) INVENTORIES:

Inventories, which consist primarily of goods held for resale, are
stated at the lower of cost (first-in, first-out method) or market.

(e) PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION:

Property, plant and equipment are reflected at cost (see Note 1 for
acquisitions of certain assets).

Depreciation is provided using the straight-line method as follows:

Ocean vessel 25 years
Office equipment 5 years
Other equipment 7 - 10 years

At June 30, 1996 property, plant and equipment consisted principally
of factory equipment. At June 30, 1995 property, plant and equipment
consisted principally of an Ocean Vessel. Maintenance and repairs are
charged to operations and major improvements are capitalized.

(f) INCOME TAXES:

The Company follows Statement of Financial Accounting Standards No.
109 ("SFAS 109"), "Accounting for Income Taxes", which requires the
Company to recognize deferred tax assets and liabilities for future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. In addition, SFAS 109 requires
recognition of future tax benefits such as net operating loss
carryforwards, to the extent that realization of such benefits is
more likely than not. Accordingly, the Company has established a 100%
valuation allowance against the deferred tax assets of approximately
$5,400,000, resulting principally from net operating loss
carryforwards, until it is more likely than not that the Company will
realize taxable income. At June 30, 1996 the Company has available
net operating loss carryforwards of approximately $13,700,000, which
will expire in various years through 2011.

F - 13

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

(g) GOODWILL:

The Company's policy is to amortize costs in excess of net assets
acquired (see Note 1) over the estimated benefit period not to exceed
forty years.

The Company periodically reviews the valuation and amortization of
goodwill to determine possible impairment by comparing the carrying
value to the undiscounted future cash flows of the related assets, in
accordance with Statement of Financial Accounting Standards (SFAS)
No. 121, Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed of.

(h) CASH AND CASH EQUIVALENTS:

For purposes of the statements of cash flows, the Company considers
all highly liquid investments with an original maturity of three
months or less to be cash equivalents.

(i) FOREIGN CURRENCY TRANSLATION:

The value of the United States dollar changes constantly on foreign
currency exchanges. Since the Company transacts business in other
countries, these fluctuations affect the Company's consolidated
financial position and consolidated results of operations.

Generally, foreign subsidiaries translate their assets and
liabilities into United States dollars at current exchange rates in
effect at the end of the fiscal period. The gains and losses that
result from this process are to be shown in the foreign currency
translation adjustment account in the stockholders' equity section of
the consolidated balance sheets.

The revenue and expense accounts of foreign subsidiaries are
translated into United States dollars at the average exchange rates
that prevailed during the period. Therefore, the United States dollar
value of these items on the consolidated statements of operations
fluctuates from period to period depending on the value of the dollar
against foreign currencies.

Foreign currency translation adjustments were immaterial for the year
ending June 30, 1996.

(j) LOSS PER COMMON SHARE:

Loss per share has been computed on the basis of the weighted average
number of common shares outstanding during each period presented
(retroactively adjusted for the 1 for 10 reverse split in September,
1995 and a 1 for 30 reverse stock split in January, 1997 (see Notes 6
& 10b), respectively.

F - 14

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 3 - GOING CONCERN:

The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles, which
contemplates continuation of the Company as a going concern. However,
the Company has sustained substantial operating losses and has used
substantial amounts of working capital in its operations. At June 30,
1996, current liabilities exceeded current assets by $838,512 and the
accumulated deficit aggregated $18,399,072. Management is currently
in discussion with several entities to obtain additional financing
for the Company. The Company's ability to continue as a going concern
is dependent upon the ability of management to obtain sufficient
financing, and ultimately achieving profitability.

NOTE 4 - LOANS PAYABLE - SHAREHOLDERS:

Loans payable - shareholders consists of unsecured, interest free
loans in the amount of $129,894 and $328,463 at June 30, 1996 and
1995, respectively. These loans have no fixed repayment terms.

NOTE 5 - LONG-TERM DEBT:

At June 30, 1996 the principal amounts due are as follows:
<TABLE>
<S> <C>

Loan payable in eighteen monthly instalments of $5,982 including
interest at 18% per annum, maturing in February 1998. The first
payment was due August 1996. This loan is secured by machinery and
equipment. $ 85,030

Loan in the original amount of $200,000 with payments of interest
only at prime plus 2% per annum for the first seventeen months and a
final balloon payment and all unpaid interest plus the original
principal amount due October 1997. This loan is secured by machinery
and equipment. 200,000

Loan in the original amount of $183,200 as part of the acquisition of
H&D Fashions (see Note 1g) $15,200 payable in January 1996, with the
remaining balance paid in monthly installments. Final payment was due
December, 1996. This loan is unsecured.
93,800
-------
378,830
Less: current maturities 141,012
-------
$237,818
=======
</TABLE>

At June 30, 1996, the annual scheduled principal payments of
long-term debt are $141,012 and $ 237,818 for each of the next two
years, respectively.

F - 15

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 6 - SHAREHOLDERS EQUITY (DEFICIT):

On August 30, 1995, the board of directors declared a one for ten
reverse stock split to holders of record on September 11, 1995. The
stock split reduced the number of shares issued and outstanding at
that time from 4,910,000 to 491,000. See subsequent event Note 10b
for additional reverse stock split.

As discussed in Note 1, the Company's books and records prior to
January 1, 1996 are unavailable. As a result, management had to rely
upon records received from the Company's stock transfer agent to
account for share activity. These records indicated (i) that the
transfer agent's share balance as of July 1, 1995 showed 30,601 more
shares issued than the Company's financial statements, (ii) that
5,430,833 shares were issued for consulting services, (iii) that
7,400 shares were issued pursuant to a private placement, (iv) that
66,630 shares were issued under other issuances, the details of which
are not available, and (v) that $1,000,000 of debt was exchanged for
1,000,000 shares of common stock. Additional issuances were made
pursuant to acquisitions as described in Note 1.

Current management has been unable to determine whether the share
transactions indicated above were made at "arms length" and
therefore, whether amounts recorded in the financial statements
properly reflect the transactions indicated.

NOTE 7 - ECONOMIC DEPENDENCY AND FOREIGN OPERATIONS:

For the year ended June 30, 1996, revenues from three customers
aggregated approximately 33%, 26% and 21% of the Company's total
revenues for the period. There were no amounts due from these
customers at June 30, 1996.

At June 30, 1996 total assets located in foreign countries were as
follows:

Country Amount

Nicaragua $618,164
Dominican Republic 307,185

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>

JUNE 30, June 30,
1996 1995
<S> <C> <C>
Trade and other payables $196,766 $ -
Employee benefits 40,669 -
Payroll taxes and penalties 23,041 -
Accrued interest 4,620 -
Liabilities assumed at acquisitions (See Note 1) 253,000 -
Miscellaneous accruals 33,134 43,207
---------- -------
$551,230 $43,207
======== =======
F - 16

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 9 - COMMITMENTS AND CONTINGENCIES:

(a) LEASE COMMITMENTS:

The Company leases office and operating facilities located in
Hialeah, Florida, Managua, Nicaragua and San Cristobal, Dominican
Republic under operating leases that will expire on various dates
through December 2001. Future minimum rental payments are as follows:

For the year ended June 30,

1997 $180,781
1998 177,473
1999 86,070
2000 56,070
2001 28,035
----------
$528,429
==========

Rent expenses for the years ended June 30, 1996, 1995 and 1994 were
$99,845, $-0- and $ -0-, respectively.

(b) CONTINGENCY

An unrelated entity has demanded the repayment of a loan in the
principal amount of $1,250,000 which it claims it made to the Company
in the fall of 1994. It also claims that accrued interest on the
purported obligation amounted to $393,750 as of June 1, 1996.
Additionally, it claimed to be entitled to the recovery of attorneys'
fees in the amount of 15% of the collected debt. Current management
has no knowledge of evidence of such a loan. Despite the Company's
request for documents evidencing such indebtedness, as well as proof
of payment of funds to the Company, it has not produced such
conclusive proof. However, the entity's attorneys recently provided
the Company with the affidavit of the Company's former legal counsel,
and the affidavit of an individual who appears to have acted as an
investment banker for the Company at some point. Such affidavits
claim that $1,250,000 was indeed loaned by the entity to the Company
and that some unspecified Company stock was issued to the entity as a
credit enhancement. Management is currently in communication with the
entity's counsel regarding this matter, but continues to believe the
Company has no liability to this entity.

NOTE 10 - SUBSEQUENT EVENTS:

(a) SALE OF RECEIVABLES TO FACTOR:

In July 1996, subsequent to the balance sheet date, the Company
acquired receivables in the amount of $260,000 that had previously
been sold by the Company to a third party. These receivables were
then resold to a factor for approximately 95% of their value. Of the
proceeds from the factor, $191,300 was paid to the third party and
the remaining balance owed was satisfied by the issuance of 40,000
shares of the Company's common stock.

F - 17

<PAGE>

OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED JUNE 30, 1996

NOTE 10 - SUBSEQUENT EVENTS (CONTINUED):

(b) COMMON STOCK SPLIT:

In January 1997, the Company effected a one for thirty (1 for 30)
reverse stock split to holders of record on January 6, 1997, as
authorized by the board of directors. Per share data for all periods
presented have been restated to reflect the reverse stock split.

During September 1996, the Company issued 1,500,000 shares for
services. During October and November 1996, the Company sold
13,100,000 shares pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1993, as amended,
("the Act") as well as Regulation S promulgated pursuant to the Act.

F - 18

<PAGE>

</TABLE>