One can give Riley and Pugs all the facts and they still post otherwise. They should go back and read the posts about % ownership. Someone else can try to explain to them what actually happened if they wish, I am not going to waste my time. The facts regarding the S-R registrations are posted on this thread and shareholders were forewarned. You will note who the loudest supporters of Morgan and Breton were. <ggg>
freeedgar.com
TYPE: S-8
SEQUENCE: 1
DESCRIPTION: REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on
April 2, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLYMPUS VENTURES, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1552419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3418 Ocean Boulevard, Fort Lauderdale, Florida 33308
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
CaridadMonier, 3418 Ocean Blvd., Fort Lauderdale, Florida 33308 (Name and
address of agent for service)
(954) 565-9292
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE FEE
Common 2,000,000 $0.80 $1,600,000.00 $500.00
Stock ($0.0001
par value)
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) of the Securities Act
of 1933, as amended, based on the average bid and asked price of the
registrant's common stock as of a date within five business days prior to the
date of filing this registration statement.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not Applicable.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
TYPE: EX-5
SEQUENCE: 2
DESCRIPTION: LEGAL OPINION
EXHIBIT 5
April 1, 1997
Board of Directors
Olympus Ventures, Inc.
3418 North Ocean Boulevard
Fort Lauderdale, Florida 33308
RE: VALIDITY OF COMMON STOCK
Ladies and Gentlemen:
You have requested my opinion ("Opinion") with respect to the shares of common
stock ("Common Stock") of Olympus Ventures, Inc. (the "Company") to be included
in the registration statement on Form S-8 to be filed by you with the Securities
and Exchange Commission on April 1, 1997, in connection with the registration
under the Securities Act of 1933, as amended, of 2,000,000 shares of Common
Stock, $0.0001 par value, to be issued by the Company pursuant to the Company's
1997 Employee Stock Option Plan ("Stock Option Plan").
As special counsel to the Company and in connection with rendering this Opinion,
I have examined the original or copies of such records of the Company and such
other documents as deemed relevant and necessary for the Opinion expressed
herein, including without limitation, the Company's Articles of Incorporation
and By-laws, as amended; and the documents pertaining to the establishment of
the Stock Option Plan. In this examination, I have assumed the genuineness of
all signatures on original documents and the conformity to original documents of
all copies submitted as conformed copies. As to various questions of fact
material to this Opinion, I have relied upon statements or certificates of
officials and representatives of the Company. Nothing came to my attention
during the course of my investigation that would lead me to doubt any of these
assumptions.
I have assumed for purposes of this opinion that all applicable laws, rules and
regulations in effect at the time of the issuance of the Common Stock under the
Stock Option Plan will be the same as such laws, rules and regulations in effect
as of the date hereof.
I am a member of the Bars of Arizona, Massachusetts and New York. I have made
such examination of federal law and of the Washington Business Corporation Act
as I have deemed relevant for purposes of this opinion, and I express no opinion
as to laws of any other state or jurisdiction.
Based upon the foregoing and subject to the effectiveness of the Registration
Statement and compliance with applicable state securities laws, it is my opinion
that the 2,000,000 shares of Common Stock that may be issued by you pursuant to
the Stock Option Plan, when issued and paid for in the manner provided in the
Stock Option Plan, will constitute validly issued, fully paid and non-assessable
common stock of the Company.
The undersigned consents to the filing of this Opinion as an exhibit to the
Registration Statement and further consents to all references to him in the
Registration Statement and any amendments thereto. In providing this consent,
the undersigned is not admitting that he is within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated by the Commission thereunder.
Sincerely,
/s/ LAWRENCE R. MOON
Lawrence R. Moon
Attorney at Law
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Olympus Ventures, Inc.
We consent to the use of our report dated February 28, 1997 on the financial
statements of Olympus Ventures, Inc. as of June 30, 1996 and inclusion of our
name in this Registration Statement on Form S-8.
New York, NY
April 1, 1997
/s/ LAZAR, LEVINE & COMPANY LLP
Lazar, Levine & Company LLP
It was confirmed by me during this past year how little accurate information was possessed by the cartel leaders and that the information they had was put together solely via their infamous "important investigations". The information was terrible and embarrassing.
Their lack of understanding (?) today of timelines I do not accept. |
