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Microcap & Penny Stocks : Rocky Mountain Int'l (OTC:RMIL former OTC:OVIS) -- Ignore unavailable to you. Want to Upgrade?

To: michael d kugler who wrote (18496)	11/16/1997 1:40:00 AM
From: Ellen	Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:33PM EST Reply #4694 of 18575 OLYMPUS VENTURES INC 10-K ÿ ÿ ÿ Filing Index ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. FISCAL YEAR 1995 The new management made a decision to write off the majority of the acquisitions and keep only the acquisitions which management believes are capable of generating a positive cash flow for the ensuing year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. In management's opinion there were a number of related party transactions. Details of such transaction are set forth in the notes to the financial statement, Note 1(a) - 1(e) which are incorporated by reference. In the opinion of the Registrant, the transactions described in Note 1(a) - 1(c), and 1(e) involved transactions whereby the Registrant acquired assets that were grossly overvalued and have been written down in the balance sheet. Furthermore, in the case of the acquisition of CEA Lines, Inc. no assets, called for in the acquisition agreement were ever turned over to the Registrant. Moreover, Peter Hargitay, the director of CEA Lines, Inc. and former CEO of the Registrant has, despite repeated demands, failed to return to the Registrant all corporate books and records in his possession. Upon information and belief, these records are all financial records from the formation of the Company through on or about February 1, 1976. He further retains, upon information and belief, all board resolutions and minutes from the inception of the Company through February 1, 1996. As discussed in Note 1, the Company underwent several significant management changes during the year ended June 30, 1996. Corporate records prior to January 1, 1996, are not available. Also as discussed in Note 1, during the year ended June 30, 1996 the Company abandoned its investment in its wholly-owned subsidiary, C.E.A. Lines, Inc. Corporate records regarding C.E.A. Lines, Inc. are not available. As discussed in Notes 1 and 6, current management has concerns about the propriety of certain business transactions, including acquisitions, entered into by prior management. Information in the Company's files is not sufficient to properly evaluate these transactions. However, based upon available information, management has made a number of adjustments with respect to these transactions. As described above, Company records regarding acquisitions made during the year ended June 30, 1996 are incomplete. Generally accepted accounting principles and rules and regulations of the Securities and Exchange Commission require the presentation of a number of disclosures relating to business combinations, including certain pro forma information. Because of the incompleteness of records, the Company was unable to provide these disclosures. The CEA acquisition was a related party transaction. Current management has been unable to determine whether the acquisition was made at "arms length" and therefore whether amounts recorded in the financial statements properly reflect the fair values of the assets acquired. On January 8, 1996 the Company's chief executive officer resigned. Since his resignation the Company has had several chief executive officer's. Current management joined the Company on July 15, 1996. Current management has had communications with the officer that resigned to compel him to return the following to the Company: (1) the assets of CEA (including the ocean shipping vessel), (ii) the books and records of CEA, and (iii) the books and records of the Company from inception through December 31, 1995. To date, current management has been unable to reach an agreement with the former chief executive for the return of the above. Management is currently investigating its legal options, but believes that it may not be practicable or economically reasonable to further pursue this matter. Pending the conclusion of its investigation, management has instructed the Company's transfer agent to stop the transfer of the 400,000 common shares issued in the second CEA transaction. Additionally, since the Company is unable to secure the assets of CEA, management has determined that the Company's investment in CEA which amounted to $3,354,068 should be and was written off as of June 30, 1996. Accordingly, as of June 30, 1996, all of the assets of Caribbean Charter Ltd had been disposed of. --- FOR THE PERIOD ENDING DECEMBER 31, 1996 NOTE 1 - ORGANIZATION AND ACQUISITIONS During the quarter ending December 31, 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.

To: michael d kugler who wrote (18496)	11/16/1997 1:42:00 AM
From: Ellen	Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:38PM EST Reply #4696 of 18577 (b) CONTINGENCY An unrelated entity has demanded the repayment of a loan in the principal amount of $1,250,000 which it claims it made to the Company in the fall of 1994. It also claims that accrued interest on the purported obligation amounted to $393,750 as of June 1, 1996. Additionally, it claimed to be entitled to the recovery of attorneys' fees in the amount of 15% of the collected debt. Current management has no knowledge of evidence of such a loan. Despite the Company's request for documents evidencing such indebtedness, as well as proof of payment of funds to the Company, it has not produced such conclusive proof. However, the entity's attorneys recently provided the Company with the affidavit of the Company's former legal counsel, and the affidavit of an individual who appears to have acted as an investment banker for the Company at some point. Such affidavits claim that $1,250,000 was indeed loaned by the entity to the Company and that some unspecified Company stock was issued to the entity as a credit enhancement. Management is currently in communication with the entity's counsel regarding this matter, but continues to believe the Company has no liability to this entity.

To: michael d kugler who wrote (18496)	11/16/1997 1:44:00 AM
From: Ellen	Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:43PM EST Reply #4698 of 18577 "As of November 30, 1995 the Company acquired all of the outstanding shares of H & D Fashions S.A., a textile manufacturing business located in San Cristobal, Dominican Republic. The purchase price was 50,000 shares of the Company's common stock and $183,200 in cash, $15,200 payable in January 1996, with the remaining balance paid in monthly installments. Final payment was due December 1996. As part of the agreement, the Company warranted that the issued shares (which are restricted under Rule 144) will have a value of $250,000 at the end of the holding period. If the value is less than $250,000, the Company at its option may pay the difference in cash or additional shares. Current management questioned whether the share value was properly computed and therefore in January 1997 engaged an independent appraiser to determine whether amounts recorded in the financial statements properly reflected the fair value of the assets acquired. In as much as there were detailed listings of the equipment acquired, the appraiser through study and inspection was able to provide a value for the equipment at or about the time of the acquisition. The appraised value aggregated $330,815. The equipment acquired has been retroactively adjusted to the amount with an equivalent adjusted to goodwill. As of June 30, 1996, management determined that the goodwill described above was significantly impaired and accordingly reflected a charge to operations."

To: michael d kugler who wrote (18496)	11/16/1997 1:46:00 AM
From: Ellen	Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:46PM EST Reply #4700 of 18577 "As of November 2, 1995 the Company, through a subsidiary, acquired all of the outstanding shares of Nelson International Corp. (Hialeah, Florida) and Baron's Internacional, S.A., a textile manufacturing business located in Managua, Nicaragua. The consideration for the acquisition was 300,000 shares, valued at $1,500,000. As part of the acquisition, the Company assumed part, but not all of the acquired companies' liabilities which aggregated approximately $253,000. The total purchase price of $1,753,000 was reflected as property, plant and equipment. As part of the agreement, the Company warranted that the issued shares (which are restricted under Rule 144) will have a value of $1,500,000 at the end of the holding period. If the value is less than $1,500,000, the Company, at its option, may pay the difference in cash or additional shares. The sellers warranted that the equipment in the two factories will appraise at a value of no less than $1,000,000 or the purchase price and warranty will be adjusted accordingly. Current management questioned whether the share value was properly computed and therefore in January 1997 engaged an independent appraiser to determine whether amounts recorded in the financial statements properly reflected the fair value of the assets acquired. In as much as there were detailed listings of the equipment acquired, the appraiser through study and inspection was able to provide a value for the equipment at about the time of the acquisition. The appraised value aggregated $741,085. The equipment acquired has been retroactively adjusted to that amount with an equivalent adjustment to goodwill. As of June 30, 1996, management determined that the goodwill described above was significantly impaired and accordingly was charged to operations."

To: michael d kugler who wrote (18496)	11/16/1997 1:48:00 AM
From: Ellen	Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:48PM EST Reply #4701 of 18578 "As of October 16, 1995 the Company, through a subsidiary, acquired all of the shares of K.O.K.O. Wear Inc. in exchange for 40,000 common shares. As part of the agreement, the Company warrantied that the issued shares (which are restricted under Rule 144) will have a value of $200,000 at the end of the holding period. If the value is less than $200,000, the Company at its option, may pay the difference in cash or additional shares. The principal asset of K.O.K.O. Wear Inc. was a license agreement. In October, 1996 subsequent to the balance sheet date, the Company terminated the services of a former principal of K.O.K.O. Wear Inc. In management's opinion the acquired license was significantly impaired as of June 30, 1996 and therefore has been written-off."

To: michael d kugler who wrote (18496)	11/16/1997 1:50:00 AM
From: Ellen	Read Replies (1) \| Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:50PM EST Reply #4702 of 18578 "On September 21, 1995 the Company acquired certain assets of Ekrhen Corporation. The consideration paid for this acquisition consisted of 100,000 shares of common stock and the assumption of $200,000 of debt. As discussed above, the books and records of the Company were not available prior to December 31, 1995. It appears from the September 30, 1995 and December 31, 1995 quarterly financial statements that the shares issued were valued at $600,000 and debt was recorded at $200,000. On a consolidated basis it appears that the total acquisition cost of $800,000 was recorded as property, plant and equipment. However, since the contract called for 100,000 shares to be issued at $6.50 per share and the debt assumed aggregated $200,000, the acquisition should have been recorded at $850,000, and has been so adjusted. Current management questioned whether the share value was properly computed and therefore in January 1997 engaged an independent appraiser to determine whether amounts recorded in the financial statements properly reflect the fair values of the assets acquired. In as much as there were detailed listings of the equipment acquired, the appraiser through study and inspection, was able to provide a value for the equipment at or about the time of the acquisition. The appraised value aggregated $333,590. The equipment acquired has been retroactively adjusted to this amount with an equivalent adjustment to additional paid-in capital."

To: michael d kugler who wrote (18496)	11/16/1997 1:53:00 AM
From: Ellen	Read Replies (1) \| Respond to of 55532

techstocks.com To: The Ditchdigger (4687 ) From: Ellen G. Sunday, Oct 12 1997 3:55PM EST Reply #4705 of 18578 "On September 21, 1995, the Company entered into an agreement with Horizon Marketing Ltd. to acquire 100% of the outstanding stock of Olympus Mills USA, Inc., a textile manufacturing business located in Florida. The consideration for the acquisition was 1,750,000 shares of common stock and $250,000 in cash to be paid by January 1, 1996 or upon the sale of certain inventory. At the date of the acquisition it appears that the Company also recorded $400,000 of assumed secured debt. The assumption of this debt does not appear to be provided for in the acquisition agreement. As discussed above, the books and records of the Company are not available for the period prior to December 31, 1995. However, it appears from the September 30, 1995 quarterly financial statements that the shares issued were valued at $2,625,000 and debts were recorded of $ 400,000 and $250,000. On a consolidated basis it appears that the total acquisition cost of $3,275,000 was recorded as property, plant and equipment. Current management does not believe that the $400,000 of secured debt was properly recorded as an element of this transaction. Additionally, there have been no claims by any secured lender with respect to this alleged debt. Furthermore, current management has identified approximately $351,000 of assets that appear to have been acquired as part of the acquisition. These assets were sold for cash of approximately $351,000 during the year ended June 30, 1996. Current management has been unable to determine whether the acquisition was made at "arms length", and therefore, whether amounts recorded in the financial statements properly reflect the fair values of the assets acquired. In fact, current management has been unable to identify any assets, with the exception of the $351,000 discussed above, received in connection with this acquisition. Management believes that given the nature and condition of the business there was no bonafide purpose for the issuance of the number of shares issued in connection with this transaction. Based upon the foregoing, management has determined to retroactively adjust the accounting for this acquisition. The revised accounting for this transaction results in assets held for sale of $350,859, goodwill of $2,459,745, and the recognition of debt at $250,000 and common stock and additional paid-in capital of $2,672,282. Given the circumstances described above management believes that goodwill recognized in the above transaction is significantly impaired and has charged the total amount to operations as of June 30, 1996. During March 1996, the $250,000 in debt discussed above was exchanged for 250,000 shares of common stock."