To: +Riley G (10 )
From: +Riley G
Monday, Mar 8 1999 3:00PM ET
Reply # of 53980
It appears that another Broker that failed to report the S8 evidence to the NASD and
SEC.
There is a big difference to claiming that the evidence is there, and actually having hard
copies of said evidence. It appears that many NASD members had this information and
did not report said evidence.
I would have like to have seen the evidence myself back in late 1997, but it was never
made available until some three weeks ago.
RG
You're such a liar.
To: +Riley G (11288 )
From: +mawork1
Wednesday, Oct 1 1997 2:56PM ET
Reply # of 13123
STOCK FRAUD LETTER.... The following letter was sent to the S.E.C. on August
27, 1997 by Magellan Litigation's lawyers.
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Olympus Ventures, Inc.
Gentlemen:
I represent an investor in Olympus Ventures Inc. who is concerned about the trading
market. The price of the common stock on the Bulletin Board has risen dramatically
from $.20 to $2.00 in the past ten days, without the occurrence of any significant events
that would justify a change. After my review of the Company's public filings I believe
that we are seeking a classic example of fraud and that continuation of a trading market
will irreparably damage innocent investors.
I have reviewed certain public filings made by Olympus Ventures, Inc. (the "Company")
and have found some information which is problematic. As of today, 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"). 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. I understand that a large number of these shares have been issued to
financial public relations persons. 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. In addition, the S-8 suffers from numerous
defects, including a missing auditor consent.
I have also reviewed the Form 10-K for the year ended June 30, 1996. This 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 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 Form 10K is totally
deficient in that it does not contain any information responsive to Part III Items 10, 11
and 12 (Directors and executive officers, executive compensation and share ownership).
Incredibly, management of the Company claims that it does not have information as to
the identity of management in its possession! The biggest problem with the 10K is that
the auditor for fiscal 1996 declined to express an opinion on the statements of
operations, cash flows and shareholders' equity, and there is no opinion for the two
prior years. In my opinion the 10K, lacking an auditors reports, is not really "filed", and
the Company is ineligible to use Form S-8 or Regulation S.
The Company's assets are comprised almost entirely of property, plant and equipment
valued at $1,320,902 (based on appraisals from unnamed parties) which are primarily
located in Nicaragua and the Dominican Republic. These assets were acquired for
73,333 shares. As of ten days ago these shares had a value of about $14,000. For the
year ended June 30,1 996 the Company had a loss of $18 million (unaudited) on
revenues of $1 million (unaudited) and as of June 30, 1996 ( as adjusted for a reverse
stock split) there were 322,215 shares outstanding (including 181,028 shares issued for
services in fiscal 1996).
A review of the public filings since June 1996 reveals that there have been 2,748,866
shares issued since June 30, 1996, 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.
Based on my review it appears that at least 2,093,347 (S-8 and Regulation S shares) or
68% of the total outstanding shares, and possibly up to 2,929,894 shares ( the above
plus shares issued for services or unknown purposes, or 95% of the total outstanding),
were issued for dubious purposes or illegally.
I hope you can look into this situation.
Very truly yours,
Signature
cc: U.S. Securities & Exchange Commission |
