ROCKY MOUNTAIN INTERNATIONAL LID 8-K
Filing Date: 1/5/98
ÿTYPE:ÿÿ8-K
ÿSEQUENCE:ÿÿ1
ÿDESCRIPTION:ÿÿFORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 5, 1998
Date of Report (Date of earliest event reported)
ROCKY MOUNTAIN INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Washington 33-42070 91-1552419
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
3418 North Ocean Boulevard, Fort Lauderdale, Florida 33308
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (954)565-9292
Page 1 of 9.
Exhibit Index on page 5.
1
Item 1. Changes in Control of Registrant
See Item 5 herein.
Item 2. Acquisition or Disposition of Assets
See Item 5 herein.
Item 5. Other Events
1.Ref. SEC Release File No. 500.01. On December 22, 1997, the Securities and
Exchange Commission "SEC" halted trading in the stock of Rocky Mountain
International Ltd. Based on "questions regarding the accuracy of statements
concerning, among other things, the ownership and value of certain assets
claimed by RMIL, RMIL's business operations and the merger of RMIL with third
parties." Trading will recommence on January 6, 1998. The company has and
continues to work with the SEC to rectify any issues raised by the SEC and to
ensure that the trading recommences timely. ( release is attached as Exhibit A )
2.Ref. Letter of Intent between Palco, Inc. and Olympus Ventures, Inc.:
A Letter of Intent was executed on July 25, 1997 between the companies whereby
the Company was to buy Palco, a garment manufacturing business for $750,000. The
letter of intent expired on September 24,1997. However, there were continuing
discussions from the date of the LOI until 12-22-97 to complete an agreement
satisfactory to both parties.
Negotiations were in the final stage of completion until the morning of December
22, 1997 the date that the Miami office of the SEC halted trading of Rocky
Mountain International Limited for 10 days. Pat Lanzillo, President of Palco
terminated all negotiation the morning after the notification by the SEC.
It is the company's belief that it should be able to proceed with the fitness
garment manufacturing and marketing without purchasing Palco. ( a copy of the
letter of intent is inclosed as Exhibit B )
2
3.Ref. Baron's International, Corp.:
Olympus Mills U.S.A. Inc. Filed a lawsuit against Nelson International, Corp.,
Baron's International S.A., Nelson Vidal, Santos A. Alba and Jesus Verdura (
case # 97-21063 CA 25) on September 12, 1997, for rescission of the contract
dated 11/2/95. The lawsuit stemmed from Baron's failure to provide timely and
accurate information to Olympus Mills USA, Inc. and because of certain untrue
statements made by Baron's management, the previous owners of the company, prior
to its sale to Olympus Mills.
In August of 1996 a new management took over operations of the Company. During
the next few months an investigation of Baron's acquisition and current affairs
were reviewed. It became apparent that the value of Baron's was not as
represented by Baron's in the contract and the management of Baron's (previous
owners) was unwilling to divulge the current status of the company as well as
not complying with numerous items required in the contract. Management had a
private appraisal company appraise the assets of Baron's. It was then apparent
that the value of Baron's was considerably less than represented in the
contract. At that time the Company made the appropriate adjustments to the
Baron's value in the June 1996 10K to reflex the actual value. By July 1997 the
Company had already advanced Baron's in excess of $400,000 in an effort to keep
the company viable. In light of the investigation, the Company's management
advised Baron's that it would no longer fund it. Nelson Vidal of Baron's was
approached with reference to the information found and was unwilling to make any
adjustments. Final closing of the agreement was due at the end of 1997, at which
time the Company would be obligated to give Baron's previous owners a combined
total of $1,500,000, in cash or shares.
On December 3 1997, the Company's attorney, Thomas Abrams was informed by a
third party that they had purchased Baron's International S.A. two weeks prior
toDecember 3 1997. As of this date the Company has not been officially informed
of such sale.
4.Ref. Olympus Mills, U.S.A. Inc.
The portion of the leased facility of Olympus Mills USA, Inc. at 749 West 17th
Street, Hialeah, Florida is currently being subleased to Ladies Wear for the
amount of $5,000.00 per month and the Company's cutting equipment is being
leased for an additional $1,000.00 per month. This agreement was entered into
on June 24, 1996.
3
Due to the lack of business in the cutting facility in Hialeah the management
decision to lease two thirds of the facility which has created a $1,000.00
profit per month for the Company. There is additional office space and factory
area's which can be used by Olympus or leased out to other businesses. It was
the managements' decision to consolidate all of the corporate offices to the
Fort Lauderdale office which has created an additional savings of $3,000 to
$5,000 per month in the companies overhead. Starting as of January 1, 1998 1,000
sq. ft of office space is being leased for an additional $400.00 per month.
The Company is currently negotiating with Finova Capital Corporation to satisfy
the $200,000 loan assumed by Olympus Mills USA, Inc. from Ekrhen, Corp. The
Company is attempting to determine if Finova will accept the knitting equipment
located in Hialeah in full satisfaction for the debt.
5.Ref. Demsey Mork Civil Action
The Company filed a civil lawsuit in the US district court of Florida ( case #
97-7191) dated 9/29/97, against Demsey Mork, Hand & Hand, a law corporation, and
John Hand. The lawsuit alleges that the defendants have attempted to defame the
company and its management for the purpose of manipulating the market and the
price of the Company's common stock. The suit also alleges a violation of the
Florida Unfair Trade Practices Act. The suit seeks unspecified monetary damages.
On 11/6/97 Dempsey Mork filed a civil suit in the US district court of
California ( case # DECV97-300) against the Company, its officers and directors,
and the former officers and directors of Rocky Mountain Crystal Water, among
other defendants, alleging violation of federal and state securities laws. The
Company, Rocky Mountain Crystal Water and their officers and directors, deny all
wrongdoing and intends to vigorously defend the action. An answer or responsive
pleading has yet to be filed by the Company responding to the allegations in the
complaint.
6.Ref. Rocky Mountain Crystal Water, Inc.
An 8K dated 10/7/97 was filed reference the merger of Rocky Mountain Crystal
Water, Inc., and Olympus Ventures, Inc. In this agreement Rocky Mountain was to
transfer 4,000,000 shares of MVP Holdings, with a guaranteed value of
$14,000,000 at the end of the twelfth month of the merger. In this agreement the
Company held back 6,000,000 shares of the Company's common stock as protection
against the asset not being available at the end of the required time. An
amendment to the agreement has removed the 4,000,000 shares and the Company will
not issue the 6,000,000 shares of the Company's common stock.
4
Per the agreement with Rocky Mountain Crystal Water, Inc. was to receive
$5,000,000 from an outside investor within 30 days of the signing. Since that
date the Company has given two 30 day extensions. The Company has received a
copy of a letter from the investor dated January 1 1998, advising Rocky Mountain
Crystal Water, Inc. that the funds were in processing at this time, the Company
has now given another 30-day extension due to the above mentioned letter.
Exhibit Index:
Page 6 Exhibit A
Page 7,8 and 9 Exhibit B
SIGNATURES
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 hereunto duly authorized.
Dated: January 5,1998 ROCKY MOUNTAIN INTERNATIONAL LIMITED
By: /s/ Gary R. Morgan
---------------------------------
Gary R. Morgan CEO
5
ÿTYPE:ÿÿEX-1
ÿSEQUENCE:ÿÿ2
ÿDESCRIPTION:ÿÿEXHIBIT A
Exhibit A
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
December 22, 1997
ROCKY MOUNTAIN ORDER OF SUSPENSION
INTERNATIONAL, LTD. OF TRADING
File No. 500-1
It appears to the Securities and Exchange Commission that there is a lack
of current and accurate information concerning the securities of Rocky Mountain
International Ltd. ("RMIL"), a Fort Lauderdale, Florida-based company which
holds itself out to be a garment manufacturer and water bottler, because of
questions regarding the accuracy of statements concerning, among other things,
the ownership and value of certain assets claimed by RMIL, RMIL's business
operations and the merger of RMIL with third parties.
The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the securities of the
above-listed company.
Therefore, it is ordered pursuant to Section 12(k) of the Securities
Exchange Act of 1934, that trading in the above listed company is suspended for
the period from 9:30 a.m. EST, December 22, 1997 through 11:59 p.m. EST, on
January 6, 1998.
By the Commission.
/s/ Jonathan G. Katz
----------------------------------
Jonathan G. Katz
Secretary
6
ÿTYPE:ÿÿEX-2
ÿSEQUENCE:ÿÿ3
ÿDESCRIPTION:ÿÿEXHIBIT B
July 25, 1997
Palco, Inc.
Att. Pat Lanzillo
3119 Oakland Shores Dr.
Ft. Lauderdale, Fl. 33309
Dear Mr. Lanzillo
This "Letter of Intent" is for Olympus Ventures, Inc. (OVIS), to enter into a
contract for the Acquisition of Palco, Inc. (Hardcore Sports Wear, Inc.).
OVIS has agreed to:
1. Purchase Palco, Inc. for the amount of $750,000.
2. Pay to Palco, Inc., the amount of $25,000 in cash and issue a one year note
for $725,000 convertible to OVIS common stock at $1.00 per share; i.e.,
issue 725,000 shares if valued at $1.00 or greater. If at the end of the
Twelfth month the OVIS stock value is less than $1.00, OVIS will give an
additional $50.000 in cash and the balance of $675,000 will be issued in
OVIS common stock at the current market value.
3. In the event that the OVIS common stock is less than $1.00 at the end of
one year, the difference will either be paid in cash or additional shares,
at the company's option to the holder of the note.
4. Pat Lanzillo shall receive an employment contract for four years (with a
gross salary of $104,000). An executive stock option plan will be given in
a separate stock option contract.
5. Pat Lanzillo will receive a monthly car allowance which will include (Loan
Payment/Lease Payment and Insurance.)
6. Pat Lanzillo will have a seat on the OVIS Board of Directors.
7. Pat Lanzillo will receive a 2-1/2% sales commission which will be based on
the gross sales of Palco, Inc. Gross profit margin must maintain 35% or
Higher.
7
8. Pat Lanzillo will remain as President of Palco, Inc., and /or Hardcore
Sports Wear ,Inc., and report directly to Gary R. Morgan
9. Supply all necessary inventory for expansion.
10. Make funds available for advertising and promotion as needed.
It is also OVIS' understanding that Palco, Inc. (Hardcore Sports Wear, Inc.)
Agrees to;
1. Furnish two years of audited financial. Cost of audit to be shared equally
by both parties.
2. Furnish an inventory/equipment list sign off by outside appraiser.
3. Furnish a list of all trademarks which have been issued or are in process
of issuance, said items will remain with Palco, Inc.
4. Supply a list of all current retail outlets and current inventories.
5. Provide a computer access to accounts receivables, accounts payables,
inventory and work in progress
6. Provide proof of the following;
a. Corporation in good standing
b. All state and federal payroll taxes are current
c. All sales taxes are current
d. All occupational licenses are current
e. Rent status
7. Provide all corporate documents on Palco, Inc., and/or all other holdings.
8. Provide copies of all insurance policies.
9. Provide a list of co-ownership equipment.
10. Pat Lanzillo will not be in competition with OVIS as long as employed by
OVIS or until three years after he has resigned from the company, providing
that it is his choice of resigning.
8
If both parties agree and accept the principles listed above, then a contract
shall be constructed and provided to Palco, Inc. Within 60 days of the signing
of this "Letter of Intent" by OVIS.
Regards
/s/ Gary R. Morgan
------------------------------
Gary R. Morgan
C.E.O.
Accepted by: Pat Lanzillo
/s/ Pat Lanzillo
------------------------------------
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Olympus Ventures, Inc. 3418 North Ocean Blvd. Fort Lauderdale, FL 33308
954 565-9292 Fax 954 565-8894
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