SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the quarter ended September 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file #: 33-87714
OLYMPIC ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0271810
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
2550 E. Desert Inn Road, Suite 338, Las Vegas, NV 89121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 254-0813
Securities registered pursuant to Section 12(b) of the Act:
Common Stock $0.01 Par Value NONE
---------------------------- ----
(Title of Class) (Name of Each Exchange
on Which Registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.01 Par Value NONE
---------------------------- ----
(Title of Class) (Name of Each Exchange
on Which Registered)
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 Exchange 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. (1) Yes X No (2) Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-Q or any amendment to this
Form 10-Q. X
At September 30, 1999 there were 3,957,785 shares of common stock outstanding.
The aggregate market value of the common stock held by non-affiliates of the
registrant (i.e., excluding shares held by executive officers, directors and
control persons as defined in rule 405).
Documents incorporated by reference: None.
<PAGE>
PART I
Item 1. Business
(a) General Development of Business
Olympic Entertainment Group, Inc. (the "Company") is a multimedia educational
company and was incorporated on May 21, 1987 in the State of Nevada. The Company
was originally formed to finance, produce, co-produce and distribute motion
pictures and television shows and pursued various opportunities through 1993,
when the Company's management decided to focus upon the development of a cable
television network for the distribution of children's nonviolent television
programming. From 1993 through 1995 the C ompany developed this concept and in
1995, launched the Children's Cable Network ("CCN"). To date, the Company has
had success in several markets but has experienced marginal or poor results from
the efforts of licensees overall and has determined it to be in the Company's
interest to seek to recapitalize the Company.
(b) Narrative Description of Business
The Company has created a children's educational division called Children's
Cable Network ("CCN" or the "Network"). Prior to January 1998, the Company
acquired, purchased, and licensed educational programming for the Children's
Cable Network; specializing in nonviolent, educational, informative and special
interest preschool programming, children's classics programs and G-rated
children's motion pictures. The Company's present lack of any revenue and any
cash reserves has resulted in cessation of these ac tivities. Since 1998, the
Company has sought to recapitalize or find a financial partner.
All reference to the Company in the following discussion of the business
activities of the Company includes Children's Cable Network.
Children's Cable Network
In the past, CCN provided award-winning, nonviolent, educational, informative
and special interest children's programming for television and in the process of
providing this programming, created business opportunities for individuals and
syndications looking to get into the cable television broadcasting business.
Federal Legislation
The Federal Communications Act of 1984 requires cable operators to provide
channels for lease to the public in an attempt to enhance the diversity of
program choices available to cable subscribers. Generally, such allocation of
channels is referred to as "leased access." Section 612 of the Communications
Act of 1984 established a federal scheme through channel leasing to assure
access to cable systems by third parties unaffiliated with the cable operator.
Under the amendments to Section 612, cable opera tors were also permitted to
place programming from a qualified minority or educational programming source on
up to 33 percent of the cable system's designated leased access channels.
<PAGE>
Additionally, the Cable Act of 1992 mandated that every cable system with more
than thirty-six channels and less than fifty-five activated channels must
designate 10 percent of their capacity to leased access. Systems with greater
than 55 activated channels must set aside 15 percent of their capacity to leased
access. In addition, the Federal Communications Act of 1984 provides individuals
and groups the opportunity to use the public, educational and government access
channels offered by the cable compan ies. Systems with fewer than 36 activated
channels are not required to make lease channel capacity available unless
otherwise required to do so by terms of the franchise in effect on December 29,
1994. The Cable Television Act of 1992 renewed government supervision of the
franchised cable television industry which was deregulated by the Cable Act of
1984. Both Acts are amendments to the Communications Act of 1934. The Cable
Television Act of 1992 ("1992 Act") authorized the FCC to implement rate and se
rvice regulation for certain basic cable television services and to create
regulations that will increase competition to franchised cable operators. On
April 1, 1993, the FCC announced several features of the rules it planned to
implement in connection with the 1992 Act. Most of the announced rules concerned
rate regulation for franchised services as well as a temporary rate freeze and
rollback. In order to promote competition with franchised cable operators, the
FCC announced program access regulations as part of the Act. These provisions
essentially allow competitive cable operators to purchase television programming
at fair prices. Management believes that these provisions of the Act may result
in lower operating costs for the Company, however, there can be no guarantee
that revisions in said regulation will not materially affect the Company.
The cable television industry is subject to both regulatory restrictions
implemented primarily by the Federal Communications Commission, ("FCC") and also
legislation which affects the communications and broadcast industries in
general.
The Children's Television Act of 1990 established new requirements including
that each broadcasting station must provide programs that serve the educational
and informational needs of young viewers. Accordingly, broadcasters must limit
the amount of advertising aired during children's programming and must provide
programs that meet the educational and informational needs of children.
Cable Affiliates
Prior to January 1, 1998, the Company licensed its programming to Cable
Affiliates who would cablecast this programming on their local cable systems
through the purchase of time on a leased access channel. The Company obtained
Cable Affiliates through business opportunity shows and seminars, direct mail
and business opportunity advertisements in national publications and on the
Internet. The Company licensed only one Cable Affiliate in each cable system
market. The Company has no cash available to continue this effort.
Employees
The Company currently has no employees in the corporate office in Las Vegas,
Nevada, having reduced its staff from eighteen employees in order to reduce
costs. The Company is being run by Directors.
Competition
The Company's business is very competitive. The Company is in competition with
many cable companies, none of which specialize in nonviolent, educational
programming. Many competitors exist which have greater financial resources
and/or more experience in the delivery of programming than the Company. The
Company competed with all other broadcasters of children's programming. On cable
television, competitors included The Family Channel, The Learning Channel, PBS,
Nickelodeon and The Disney Channel.
<PAGE>
Programming
The Company's programs consisted of nonviolent, educational, informative and
special interest videotapes and films which taught positive character
development and morality in addition to introductions to numbers, letters and
music. Each program was approximately 25 minutes in length, which left five
minutes of time for the Cable Affiliate to sell commercial advertisements,
sponsorships, and/or create and produce locally originated programming. Overall,
the Affiliates did not meet with enough success to s upport the continued
operation of CCN.
The Company, through its own research, had located many award-winning children's
series produced since 1950, some of which the Company planned to obtain through
direct acquisition or licensing, providing that the Company was able to raise
the capital necessary so to do. The Company was unsuccessful in those efforts.
The programming for children included puppet shows, live action and animated
characters, children's classic stories and music that was designed to teach
children in a fun and entertaining way.
Library
The Company still owns many programs outright and has multi-year licenses to
others. To date, each series of programs is aimed at the 11/2- to 6-year-old
audience, assisting them in their preparation for school. The Company owns
outright or licenses under long-term leases each of the following programs.
Olympic Entertainment Group, Inc. Library of Programming
The Shari Show
26 1/2 hour episodes
The Shari Show takes place in the TV station called Bearly Broadcasting
where all of the positions are manned by puppets. Shari Lewis is the secretary
to the station manager, Mr. Bearly. As they put on the full range of typical
shows at Bearly Broadcasting, human interaction and value judgments are explored
and revealed. More than an entertainment show for children of all ages, The
Shari Show stimulates children's senses of curiosity and humor, which creates
involvement... a basic measurement of the educational process. Shari Lewis and
The Shari Show have won seven (7) Emmys, the Peabody award and numerous other
prestigious awards for excellence. Programming on license.
Bill Cosby's PicturePages
80 1/2 hour episodes
Bill Cosby's PicturePages, winner of a Golden Globe award and Gold Medalist
of the International Film Festival of New York, helps children develop important
skills like following directions, drawing, hand-eye coordination, clear thinking
and numbers. PicturePages is the epitome of educating children with love and
laughter. Bill Cosby's unique approach, which delights children and adults, is
recommended by the National Education Association. Programming on license.
<PAGE>
Dusty's Treehouse
260 1/2 hour episodes
Dusty's Treehouse is a children's show designed for ages 2-6. The show uses
both adult and children mixed with puppets. Winner of eight (8) Emmys and the
coveted George Foster Peabody award, Dusty's Treehouse is very entertaining,
while at the same time teaches children how to cope when someone was injured,
what love is, to look both ways when crossing the street, never let strangers
into the house and other social and practical skills for dealing with today's
world. Owned by the Company.
Achievements in African-American History
10 1/2 hour programs
Achievements in African-American History documents in a ten part series,
the historical achievements of black women and men in the fields of literature
and poetry, cinema, religion, medicine and science. This series features noted
black personalities such as Abbey Lincoln, Roscoe Lee Browne, Brock Peters and
Lou Gossett, Jr., who document through narration, dramatic scenes and readings,
some of the important historical contributions made by African- Americans. Owned
by the Company.
Hot Fudge
75 1/2 hour episodes
Hot Fudge is the recipient of two national honors, the Action for
Children's Television Award for Outstanding Contribution to Mental Health
Programming for children, and the San Francisco State College Excellence in
Broadcasting Award. This nationally recognized program that combines live action
and a delightful cast of puppets with lessons, music and fun. Join the Hot Fudge
Gang as they learn about the complexities of relationships, friendship,
self-esteem, feelings, and cooperation, among many others, through song, live
action skits, and game shows. Each energetic show follows a single theme with
engaging dialogue and lively performances. Owned by the Company.
KidStreet
130 1/2 hour episodes
This highly exciting game show for children is also family oriented. Three
pairs of siblings, the red team, the blue team and the green team, vie for
victory and prizes by guessing how one sibling will answer a set of questions.
Points are awarded for correct answers and the team with the most points wins
the chance to solve the final puzzle. The show motivates kids to learn
problem-solving skills and to better understand their sisters and brothers.
Programming on license.
Coming To Ametrica
2 1/2 hour episodes
Coming to Ametrica is a combination of live action and animation designed
to teach children as well as adults the metric system of weights and measures.
In this series, a spaceship kidnaps Admiral Gordon and six young people who have
been chosen to teach America the metric system of measurements. While detained
aloft in the spaceship the Admiral and his young crew learn everything there is
to know about the metric system.
<PAGE>
The spaceship computer uses lively and entertaining animation to teach the
skeptical Americans about liters, meters, and grams. They learn that the metric
system is used worldwide, and that once understood, it is easier to use than
gallons, yards and pounds. The series is fun, entertaining and most of all,
highly educational. Owned by the Company.
Metric Series
38 15 minute episodes
(approximately 600 minutes of animation)
A series of animation programs designed to teach children, as well as
adults, the metric system of weights and measures. The Metric Series features a
mild mannered character named Newton Joule who, when conversion problems arise,
turns into the superhero Metric Man to teach children about liters, meters and
grams. They learn the metric system is used worldwide, and that once understood,
it is easier to use then gallons, yards and pounds. The series is fun,
entertaining and most of all, highly educational.
Scott McGrout Inside Out
1 30 minute special
A highly informative and entertaining film on body awareness. This
beautifully animated story introduces Scott McGrout who takes a fascinating
journey through the human body. This film teaches the child how important each
part of the body is and how each part works together to keep the body healthy
and strong. Owned by the Company.
Kerchoo - What Really Happens When You Catch A Cold
1 10 minute film short
In this imaginative film, Scott McGrout learns about the common cold.
Experiencing cold spells and sneeze quakes, Scott and the viewer watch the body
fight off Elvirus and her vacation companion, Common Cold. Owned by the Company.
Rod Rocket
135 5 minute episodes (675 minutes of animation)
The exciting adventures of two astronauts in outer space in wonderful
animation. Owned by the Company.
Feature Length Movies
Fifteen movies with Tarzan, Abbott and Costello, Danny Kaye and Shirley
Temple, among others.
Item 2. Properties
The Company presently leases no space and during the report period terminated
its leases in Burbank, California, and subsequently in Las Vegas, Nevada.
Item 3. Legal Proceedings
The Company is currently involved in the following legal matters:
<PAGE>
The Company is a Defendant in Civil Action 96 CV 1930, Capital Funding &
Financial Group, Inc., et al. vs. Olympic Entertainment Group, Inc. In this
cause, Plaintiff seeks refund of approximately $120,000 paid to the Company as
licensing fees in 1996. The Company intends to defend itself and pursue its
claims for licensing fees owed in excess of $100,000 and for damages caused by
Capital Funding through tortuous interference with various contracts. A default
judgment in excess of $1,000,000 was entered against the Company on November 2,
1998 under allegedly improper circumstances. The judgment was stayed and a
motion to set aside the default judgment is pending.
The Company is a Defendant in Lee Van Dyke, Judy Lynn Kloepfer and William G.
Chandler vs. Olympic Entertainment Group, Inc., et al., which was filed in
Superior Court of Los Angeles County, Case No. BC189116, seeking class action
status and alleging various allegations of violation of California securities
laws, breach of contract and violation of the California Business and
Professions Code. The Company is also named as an adverse party in a
cross-complaint filed in the same case by Pacific Health Management, Inc. d/b/a
Carousel Media Marketing and James Alex. The Company intends to vigorously
defend itself and deny that it ever offered or sold any securities nor did it
participate in the sale of securities. The Company further intends to assert its
rights to indemnity from the other defendants which were licensed broadcast
rights by the Company.
The Company is a defendant in Case No. A394431 in the District Court of Clark
County, Nevada, entitled Desert Inn Office III, Limited Partnership, et al. vs.
Olympic Entertainment Group, Inc., et al. The alleged total for rent and "build
out" charges are $229,765.43 according to the lawsuit. The Company intends to
defend itself against most - if not all - of the rent and "build out" charges.
The Company and Dominic Orsatti and were subject to a default judgment on
September 29, 1999 as defendants in Case No. A405069 in Dept. No. XVII in the in
the District Court of Clark County, Nevada, entitled AcquiCorp, Inc., a Nevada
Corporation, and Gregory A. McAndrews vs. Olympic Entertainment Group, Inc., a
revoked Nevada corporation, and Dominic Orsatti and John Holt Smith,
Individually, and as trustee of Olympic Entertainment Group, Inc., a revoked
Nevada corporation. The Complaint alleged, among other things, that Orsatti and
Smith allowed Olympic to become a revoked corporation, did not honor a signed
agreement and signed voting trust agreement to sell their stock to AcquiCorp,
Inc. and resign as directors so that AcquiCorp, Inc. could proceed with finding
a suitable financial partner to avoid bankruptcy for Olympic Entertainment
Group, Inc. Orsatti and Smith were barred from performing any actions which
might destroy shareholder value for Olympic Entertainment Group, Inc. Service is
still pending against Smith as an individual defendant. In addition, the Court
approved McAndrews' and AcquiCorp, Inc.'s motion to remove Orsatti and Smith as
Directors and Officers.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the third quarter
ended September 30, 1999.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity & Related Stockholder Matters
(a) Market Information
(1) (i) None
(ii) Not applicable
(iii) Third Quarter Third Quarter
September 30, 1999 September 30, 1998
High Bid Low Bid High Bid Low Bid
Third Quarter $0.03 $0.02 $0.24 $0.06
(iv) Not applicable
(v) Not applicable
(2) (a) Not applicable
(b) Holders
(1) Title of Class Number of Record Holders
Common Stock, Approximately 300
$0.01 Par Value
(2) Not applicable
(c) Dividends
(1) There have never been any dividends declared by the Registrant.
(2) Registrant's losses do not currently indicate the ability to pay cash
dividends.
<PAGE>
Item 6. Selected Financial Data
Three Months Ending September 30,
1999 1998
---- ----
Income statement data:
Revenues $-0- $-0-
Income (loss)
from operations ($ 1,829) ($160,000)
Net Interest Expense $-0- $-0-
Income (Loss)
before income taxes ($ 1,829) ($160,000)
Income tax $-0- $-0-
Net income
(loss) ($ 1,829) ($160,000)
September 30,
1999 1998
---- ----
Per share data:
Primary:
Net income (loss) ($ 1,829) ($ 160,000)
Weighted average shares
outstanding 3,957,785 2,169,785
Net income (loss) ($ 0.00) ($ 0.07)
Balance sheet data:
Working capital
(deficiency) $-0- $ 7,000
Total assets $ 101,325 $ 980,218
Long-term debt 22,164 22,164
Total stockholders' equity
(deficiency) ($1,904,989) $ 72,327
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company has continued to experience cash flow problems occasioned by (i) no
revenue from license renewal fees or new Broadcast Affiliates licenses; (ii) the
failure of the Optimist Group licensing program initiated in January 1998, and
terminated by mutual consent on April 1, 1998; and (iii) the failure of a
program to produce significant new revenue from cause marketing initiatives.
Since January 1998, the Company has sought to reduce overhead and expenditures
by (i) eliminating all paid personnel; ( ii) ceasing to pay salaries to
corporate officers; and (iii) terminating its leasehold office space at 2755
East Desert Inn Road, Suite 200, Las Vegas, Nevada 89121.
Should the Company be unsuccessful in seeking a financial partner, it would seek
to reorganize its debt and to sell its programming in an orderly proceeding
under the protection of the Bankruptcy Court.
Comparison of 1999 to 1998
The Company's activities in the third quarter of 1999 consisted of attempting to
find a financial partner to avoid filing for bankruptcy. In the third quarter of
1998, the Company unsuccessfully attempted to license cable affiliates and was
working with Optimists International to set up a network with clubs in cities
with attractive demographics. There were no revenues in the third quarter of
1999 versus no revenues from a few operating CCN Affiliates in the third quarter
of 1998. The Company had formerly recognized revenue from the network license
agreements when all specified conditions had been made.
Comparison of 1998 to 1997
The Company's activities during 1998 and 1997 developed Company products,
licensed cable affiliates and negotiated acquisitions of rights to various
children's television programs. Revenues were down in 1998 versus 1997 due to
the fact that cable affiliates did not renew their license agreements when all
specified conditions had been met. During 1998 and 1997, the bulk of the
Company's sales were attributed to the sale of network license agreements. The
selling and general and administrative expenses we re almost the same.
Capital Resources & Sources of Liquidity
During the third quarter of 1999 working capital remained inadequate due to lack
of activity. The Company was maintained by an outside consultant, now a
Director.
In 1998, cash requirements were for operating expenses, primarily labor and
general and administrative expenses, and for the acquisition of rights to
additional television series licensing.
In 1997, the Company's primary source of cash was from licensing agreements that
accounted for almost all of the cash brought into the Company.
Related Party Transactions
All deferred compensation to Officers and Directors has been forgiven since
1997.
Major customers
The Company had no major customers in the third quarter of 1999. Carousel
Marketing was the Company's major customer in 1998 and 1997. In 1998, Carousel
broke off its relationship with the Company. Both are now in litigation over
related matters to agreements.
Employment Contract
During 1998, Mr. Orsatti and the Company mutually agreed to terminate all
deferred compensation features and a five-year compensation agreement entered
into on January 15, 1997. Mr. Orsatti was stripped of all compensation, common
stock, preferred stock, stock options, warrants and any other claim by court
action on September 29, 1999.
<PAGE>
Item 8. Financial Statements
The following financial statements are filed with this report as pages F-1
through F-2 following the signature page:
Reference
Balance sheets F-1
Statements of operations F-2
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There were no changes or disagreements with accountants on accounting and
financial disclosures.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth the name, age and position held of each director
and officer of Olympic Entertainment Group, Inc.:
Name Age Position
Gregory A. McAndrews 54 President and Chairman
Kristi Q Litton 31 Secretary and Director
Jerry Engel 69 Director
Kelly A. Valceanu 32 Director
Raymond Girard, Jr. 27 Director
- ---------------
Officers and Directors
Pursuant to the Bylaws, each Director shall serve until the annual meeting of
the stockholders, or until his or her successor is elected and qualified. It is
the intent of the Company to support the election of a majority of "outside"
directors at such meeting. The Company's basic philosophy mandates the inclusion
of directors who will be representative of management, employees and the
minority shareholders of the Company. Directors may only be removed for "cause".
The term of office of each officer of the Company is at the pleasure of the
Company's Board. Former Directors and Officers Dominic Orsatti and John Holt
Smith were removed from office for cause by court action on September 28, 1999
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Gregory A. McAndrews, President and Chairman of the Board - Mr. McAndrews has
been a financial public relations counselor concentrating on small businesses
for 27 years. He has represented more than 200 companies as President of Greg
McAndrews & Associates and as an affiliate of a New York financial public
relations firm. Mr. McAndrews is also President of AcquiCorp, Inc., a small
company mergers and acquisition advisor. He is President of the National
Association of Financial Wholesalers and a member of several other financial
industry associations. He is a frequent contributor to industry publications.
Mr. McAndrews received a BA degree in Journalism from the University of Southern
California in 1967.
Kristi Q Litton, Secretary and Director - Mrs. Litton is Manager of Auctions for
Butterfield & Butterfield, an auction house owned by E-bay. She has held various
positions with Butterfield & Butterfield since 1995. Prior to that she was an
account executive with advertising and public relations firms for five years.
She graduated from the University of Southern California in 1990 with a BA and
honors in Art History from the University of Southern California.
<PAGE>
Jerry Engel, Director - Mr. Engel is a private investor and an early prominent
investor in Olympic Entertainment Group, Inc. He is a CPA and a former partner,
retired, in a leading Nevada accounting firm.
Kelly A. Valceanu, Director - Mrs. Valceanu is currently a candidate for an MBA
from Webster University. For the prior four years, she was enlisted in the U.S.
Army domestically and overseas with the 18th Airborne Corps as a finance
specialist. She was a fashion model in Los Angeles, New York and Paris from high
school through enlisting in the Armed Forces with her husband, a Sergeant in the
82nd Airborne. She graduated from New York University in 1989 with a BA in
English.
Raymond Girard, Jr., Director - Mr. Girard is an Internet consultant and
specialist in the organization and maintenance of small publicly held companies.
He graduated from the University of Las Vegas with a BA in Business
Administration in 1995. He is currently an instructor in astronomy at UNLV and
has the honor of being with a team at the University that tracked and named a
previously undiscovered asteroid.
Item 11. Executive Compensation
The table below sets forth the payroll and consulting compensation for fiscal
1998 for the executive officers and directors of the Company.
Name of Individual Capacities in Which Served Compensation
- ------------------ -------------------------- ------------
Gregory A. McAndrews President and Chairman of the Board $-0-
Kristi Q Litton Secretary and Director $-0-
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of September 30, 1999 there were 3,957,785 Shares outstanding. The following
tabulates holdings of Common Shares of the Company by each person who, subject
to the above, are holders of record or are known by Management to own
beneficially more than 5.0% of the Common Shares and, in addition, by all
directors and officers of the Company individually and as a group.
Table I - Common Stock
----------------------
Name and Address Number of Shares of Percentage
of Beneficial Owner Common Stock Owned(1) of Ownership
- ------------------- --------------------- ------------
Gregory A. McAndrews, Ind. &
President
AcquiCorp, Inc.
8144 Bay Harbor Drive
Las Vegas, NV 89128 666,500 16.84 Percent
All Directors and Officers as a Group 666,500 16.84 Percent
- ---------------
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or disp ose or direct the disposition of all
shares beneficially owned, subject to applicable community property laws.
<PAGE>
The following tabulates holding of Series "C" and "D" Preferred Shares of the
Company owned beneficially by all directors and officers of the Company
individually and as a group.
Table 2 - Series "C" Preferred Shares
-------------------------------------
Number of Series "C" Percent of
Name and Address Preferred Shares(1) Class
- ---------------- ------------------- -----
None None None
(1) Series "C" Preferred Shares eliminated by court action on September 29,
1999.
Table 3 - Series "D" Preferred Shares
-------------------------------------
Number of Series "D" Percent of
Name and Address Preferred Shares(1) Class
- ---------------- ------------------- -----
None None None
(1) Series "D" Preferred Shares eliminated by court action on September 29,
1999.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K
(a) Financial Statements
Reference
Balance sheets F-1
Statements of operations F-2
(b) Reports on form 8-K
None
(c) Exhibits
None
SIGNATURES
Olympic Entertainment Group, Inc.
By: /s/ Gregory A. McAndrews Date: November 12, 1999
- ---------------------------- -----------------------
President
NAME & POSITION
By: /s/ Gregory A. McAndrews Date: November 12, 1999
- ---------------------------- -----------------------
President
<PAGE>
Olympic Entertainment Group, Inc.
Balance Sheet
As of September 30, 1999
September 30, 1999
------------------
ASSETS
Current Assets
Checking/Savings
Pioneer Citizens-OEG 1.78
---------------
Total Checking/Savings 1.78
Accounts Receivable
Accounts Receivable 20,680.00
---------------
Total Accounts Receivable 20,680.00
Other Current Assets
A/R Allowance for bad debts (20,680.00)
---------------
Total Other Current Assets (20,680.00)
---------------
Total Current Assets 1.78
Other Assets
Accum Amort-License Costs (844,770.00)
Accum Amort-Mastering Costs (11,400.00)
License Cost-PP Film Cost-Oth 912,935.00
Mastering Costs-PP film costs 43,235.27
Trademarks 1,323.00
---------------
Total Other Assets 101,323.27
---------------
TOTAL ASSETS 101,325.05
===============
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable 495,621.15
---------------
Total Accounts Payable 495,621.15
Other Current Liabilities
Accounts payable 9,558.00
Accrued interest 113,299.09
Accrued Lease Loss 351,029.00
Contract Payable-Kidstreet 16,250.00
Contract Payable-Rod Rocket 40,000.00
Current portion - LTD 22,164.50
Note payable - Herkl 14,623.00
Loan 50,000.00
Loan 25,000.00
Loan 25,000.00
Loan 25,000.00
Note pay - Wolveck 10,000.00
---------------
Total Other Current Liabilities 701,923.53
---------------
Total Current Liabilities 701,923.53
---------------
Total Liabilities 701,923.53
Equity
Add'l paid in capital 3,394,314.36
Common stock 30,028.00
Retained Earnings (Deficit) (5,328,717.30)
Net Income (51,194.00)
Stock Subscriptions 48,750.00
---------------
Total Equity (1,904,989.90)
---------------
TOTAL LIABILITIES & EQUITY 101,325.05
===============
F-1
<PAGE>
Olympic Entertainment Group, Inc.
Statement of Operations
July thru September 30, 1999
Jul - Sept, 1999
----------------
Ordinary Income/Expense
Income -0-
Interest Income -0-
-------
Total Income -0-
Expense
Business fees and taxes 1,829
-------
Total Expense 1,829
-------
Net Ordinary Income (Loss) (1,829)
Other Income/Expense -0-
-------
Net Income (Loss) $(1,829)
=======
F-2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 20,680
<ALLOWANCES> 20,680
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 101,323
<DEPRECIATION> 856,170
<TOTAL-ASSETS> 101,325
<CURRENT-LIABILITIES> 701,923
<BONDS> 0
0
0
<COMMON> 30,028
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 101,325
<SALES> 0
<TOTAL-REVENUES> 147
<CGS> 0
<TOTAL-COSTS> 86,152
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,973
<INCOME-PRETAX> (86,152)
<INCOME-TAX> 0
<INCOME-CONTINUING> (86,152)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86,152)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
