SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996, or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number 33-42070
OLYMPUS VENTURES, INC.
(Exact name of Registrant as specified in its charter)
State of Washington 91-1552419
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3418 North Ocean Boulevard
Fort Lauderdale, Florida 33308
(Address of principal executive offices)
Registrant's telephone number, including area code:(954) 565-9292
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 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. Yes [X] No [ ]
The number of shares outstanding of the Registrant's Common Stock, par
value $0.0001 per share, at March 26, 1997 was 914,401 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Attached hereto.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Sources of Capital
The Registrant's cash was zero at September 30, 1996 compared to $14,000 as of
September 30, 1995. The decrease was due partially to an increase in inventory
of the manufacturing subsidiaries.
The new management is negotiating to obtain necessary operating funds and
manufacturing lines of credit to enable its manufacturing subsidiaries to
increase its production in the ensuing year.
However, management has no firm commitments for obtaining additional capital or
that if a commitment is obtained, it will be on terms acceptable to the
Registrant.
There has been no significant changes in the liquidity of the Registrant during
the past quarter.
Results of Operations
The Company had revenues in the first quarter of 1996 in the amount of $763,950,
an increase of $763,950 due to the Company having no revenue in the first
quarter of 1995 and the manufacturing company operating in this quarter above
fifty percent (50%) capacity.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Company nor its subsidiaries were subject to any new legal
proceedings during the reporting period.
Item 2. Changes in Securities
No constituent instruments defining the rights of the holders of any class of
registered securities of the Registrant have been materially modified. No rights
evidenced by any class of registered securities have been materially limited or
qualified by the issuance or modification of any other class of securities.
Item 3. Defaults Upon Senior Securities
There have been no material defaults in the payment of principal, interest, a
sinking or purchase fund installment, or any other material default not cured
within thirty days, with respect to any indebtedness of the Registrant or any of
its significant subsidiaries exceeding five percent (5%) of the total assets of
the Registrant and its consolidated subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of Security holders during the period
covered by this Form 10-QSB.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLYMPUS VENTURES, INC.
Date: March 26, 1997 /s/ Gary R. Morgan
Gary R. Morgan
Chairman and Chief Executive Officer
<PAGE>
FINANCIAL STATEMENTS
Olympus Ventures, Inc.
Unaudited Consolidated Balance Sheet
At 9-30-96
CURRENT ASSETS Sep.30 June 30
1996 1996
CASH $ $ 844
ACCOUNTS RECEIVABLE 1,084
INVENTORY 103,250 9,966
PREPAID EXPENSES & OTHER CURRENT ASSETS 1,028
TOTAL 104,334 11,838
PLANT & EQUIP. (NET OF DEPRECIATION) 1,315,324 1,320,902
OTHER ASSETS
SECURITY DEPOSIT 19,808 19,808
TOTAL ASSETS 1,439,466 1,352,548
LIABILITIES & SHAREHOLDERS EQUITY
LIABILITIES
ACCOUNTS PAYABLE 122,114 551,230
TAX PAYABLE 7,644
NOTES PAYABLE 250,000 378,830
BANK OVERDRAFT 7,302 28,214
SHAREHOLDERS LOANS 55,000 129,894
TOTAL 442,060 1,088,168
SHAREHOLDERS EQUITY
CAPITAL STOCK 966 966
PAID IN CAPITAL 19,284,226 18,662,486
ACCUMULATED DEFICIT (18,287,786) (18,399,486)
TOTAL LIABILITIES &
SHAREHOLDERS EQUITY 1,439,466 1,352,548
Note: Please read accompanying notes.
<PAGE>
OLYMPUS VENTURES, INC.
Unconsolidated Statement of Operations
At 9-30-96
Sep. 30 June 30
1996 1996
RECEIPTS 763,950 1,003,426
COST OF SALES 181,350 1,395,317
GROSS MARGIN 582,600 (391,891)
OVERHEAD
OPERATING EXPENSE 462,136 630,872
INTEREST 3,600 47,189
DEPRECIATION 5,578 22,310
AMORTIZATION 4,444,236
WRITE-OFF OF LICENSE 200,000
LOSS ON DISPOSAL OF PROPERTY,
PLANT, AND EQUIP 515,000
CONSULTING SERVICE 8,693,233
WRITE OFF OF INVESTMENT
IN C.E.A. LINES 3,354,068
TOTAL 471,314 19,279,915
PROFIT/LOSS FOR PERIOD 111,286 (18,276,489)
Note: No provision for income tax made due to loss carry forward
available for above profit.
Please read accompanying notes.
<PAGE>
OLYMPUS VENTURES, INC.
Unaudited Consolidated Statement of Cash Flow
At 9-30-96
CASH FLOW FROM OPERATIONS Sep. 30 Sep. 30
1996 1995
Cash Received $763,950 $(73,444)
Cash Paid to Suppliers & Employees (643,486)
Interest Paid (3,600)
Net Cash Provided by Operations 116,864 (73,444)
CASH FLOW FROM INVESTING ACTIVITIES
Loans from Shareholder 25,000 13,397
Investmentin subsidiaries (145,525)
Net Cash Provided by Investment (120,000) 13,397
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from short term loan 53,237
Net Increase(Decrease) in
Cash Equivalents (3,661) (6,810)
<PAGE>
OLYMPUS VENTURES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING SEPTEMBER 30, 1996
NOTE 1 - ORGANIZATION AND ACQUISITIONS
During the quarter ending September 30, 1996 there has been no new acquisitions.
The organization consists of Olympus Ventures, Inc. (the holding company) and
three subsidiaries, Olympus Mills USA, Baron's Internacional, S.A. and H&D
Fashions S.A. All subsidiaries have been disclosed in the June 30, 1996 Annual
Report on Form 10-K.
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, Olympus Mills USA, Inc. ("Olympus") , Baron's
Internacional, S.A. ("Barons"), and H&D Fashions, S.A. ("H&D").
All material intercompany balances and transactions have been
eliminated.
(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
stats, 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.
(c) Concentration of Credit Risk
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. Depreciation is provided
using the straight-line method as follows:
Office equipment 5 years
Other equipment 7-10 years
(f) Income Taxes
The Company follow 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 September 30, 1996, the Company has available
net operating loss carryforward of approximately 13,588,714 which will expire in
various years through 2011.
(g) Goodwill
The Company's policy is to amortize costs in excess of net assets acquired 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.
(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 Transactions
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
stockholder's 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 rate 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 quarter ending
September 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 & 8a), respectively.
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 September 30, 1996, current liabilities exceeded current assets
by $337,726 and the accumulated deficit aggregated $18,287,786. Management is
currently in discussion with several entities to obtain additional financing for
the Company. The company's ability 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 to shareholders consists of unsecured, interest free loans in the
amount of $55,000. These loans have no fixed repayment terms.
NOTE 5 - LONG-TERM DEBT
At September 30, 1996, the principal amounts due are as follows:
Loan payable in eighteen monthly installments 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. $50,000
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
Total $250,000
Less current maturities 71,784
Balance $178,216
At September 30, 1996, the annual scheduled principal payments of long term debt
are $71,784 and $178,216 for each of the next two years, respectively.
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 events Note 8a for additional reverse stock split.
As discussed in the Annual Report on Form 10-K for the period ending June 30,
1996, 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 that
the transfer agent's share balance as of July 1, 1995 showed 30,601 more share
issued than the Company's financial statements, that 5,430,833 shares were
issued for consulting services, that 7,400 shares were issued pursuant to a
private placement, that 66,630 shares were issued under other issuances, the
details on which are not available, and that $1,000,000 of debt was exchanged
for 1,000,000 shares of common stock. Additional issuances were made pursuant to
acquisitions disclosed in the June 30, 1996 Annual Report on Form 10-K.
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
At September 30, 1996, total assets located in foreign countries were as
follows:
Country Amount
Nicaragua $618,164
Dominican Republic 307,185
NOTE 8 - SUBSEQUENT EVENTS
(a) 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.
(b) Share Issuances
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
1933, as amended (the "Act"), as well as Regulation S promulgated pursuant to
the Act.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Please read accompanying notes.)
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