And Pugs, you have told us the company is purposely(manipulatively) delaying the trading of their stock,to get all their ducks in a row:
To: Jaxax (144 )
From: mawork1
Monday, Oct 6 1997 7:45PM EST
Reply # of 317
October 1, 1997
VIA FAX 202-942-9634
Securities & Exchange Commission
Attention: Mr. Al Lapins Tel. 202-942-4681
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Olympus Ventures, Inc.
Dear Mr. Lapins:
I would like to draw your attention to a classic example of fraud and market
manipulation that will irreparably damage innocent investors.
The public filing made by Olympus Ventures, Inc. show there are 3,071,081 shares
outstanding, including 1,656,680 shares issued under a Form S-8 registration
statement filed in April 1997, File No. 333-24547. The S-8 purports to register
2,000,000 shares for the issuance of shares upon exercise of options awarded under
the 1997 Employee Stock Option Plan. Under this plan, which is filed as an exhibit to
the S-8, options may only be awarded to employees. This contradicts the Company's
actual actions (according to Note 8 (b) of the March 31, 1997 10Q) of issuing all the
S-8 shares to non-employees and not under option agreements. Most of these shares
have been issued to investor relations firms. As a result the shares have not been issued
under the "plan of distribution" set forth in the S-8 and therefore are unregistered
securities issued in violation of Section 5 of the Securities Act.
The Company's Form 10-K for the year ended June 30, 1996 is a critical document
for the S-8 since the Form S-8 incorporates by reference the reports filed by the
registrant including the 10K. Form S-8 is not available unless the registrant has duly
filed, and continues to file, its Exchange Act reports. The Company's 10-Ks for years
ending June 30, 1995 and 1994 do not include certified audits by a U.S. auditor. The
opinions given in 1995 and 1994 were from a accountant practicing in a foreign
jurisdiction. The current Form 10K is also deficient for the following reasons.
a.) The auditor did not certify the audit. His opinion, in part, is as follows
"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".
b.) In Part III, Item 10, where the Company is required to disclose the names of its
officers and directors, the Company answered, "Information sufficient to respond to
this item is not within the possession of management and is not available to
management". The answer is remarkable in that the Company's Internet home page
lists its officers and directors, and they signed the 10K.
c.) In Part III, Item 11, where the Company is required to disclose executive
compensation, the Company answered, "Information sufficient to respond to this item
is not within the possession of management and is not available to management".
Remarkable again in that the people who signed the 10K certainly know what their
compensation is.
d.) In Part III, Item 12, where the Company is required to disclose security ownership
of certain beneficial owners and management, the Company answered "Information
sufficient to respond to this item is not within the possession of management and is not
available to management". You are asked to believe that a company that begins with
521,601 shares outstanding, and issues 9,144,863 restricted shares during the year,
doesn't know who they issued shares to. Each issuance of shares requires a resolution
of the board of directors and a legal opinion to be sent to the transfer agent.
In my opinion the 10K, lacking an auditors reports, and lacking answers to required
questions, is not really "filed", and the Company is ineligible to use Form S-8 or
Regulation S.
In addition, your rules for an S-8 Registration also require the written consent of the
accountants to use their audits for the preceding 3 years. As shown above, there is no
audit for 1996. There is no consent from the auditor for the years ended June 30, 1995
and 1994.
The Company's assets are comprised almost entirely two sewing shops, valued at
$1,320,902, based on appraisals from unnamed parties, which are located in
Nicaragua and the Dominican Republic. These assets were acquired for 73,333
shares, which had they been free trading at the time, would have had a market value of
$14,000. For the year ended June 30,1 996 the Company had a loss of $18 million on
revenues of $1 million. After adjusting for a reverse stock split, there were 322,215
shares outstanding as of June 30, 1996.
Public filings show that since June 30, 1996 there have been 2,748,866 shares issued,
including 1,656,680 shares inappropriately issued on Form S-8, 436,667 free trading
shares issued under Regulation S (probably inappropriately since the Company is not
current on its filings), 50,000 additional shares issued for services in September 1996,
105,519 shares issued for unknown purposes prior to March 31, 1997 and 500,000
shares issued since March 31, 1997 for purposes not yet disclosed by the Company.
It appears that at least 2,093,347 shares (68% of the total) have been illegally issued
under S-8 and Regulation S, and possibly up to 2,929,894 shares have been issued for
dubious purposes and are illegally.
Shortly after these shares were issued, and without any positive news from the
Company, the stock suddenly jumped from $0.20 per share to well over $2.00.
I hope you can look into this situation.
Very truly yours,
Magellan Litigation Services |
