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
June 22, 1998
Date of Report
(Date of Earliest Event Reported)
OLYMPUS M.T.M. CORPORATION
(Exact Name of Registrant as Specified in its Charter)
UTAH 0-16665 87-0426358
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
2455 East Sunrise Blvd, Suite 401
Ft. Lauderdale, FL 33304
(Address of Principal Executive Offices)
Registrant's Telephone Number
(888) 522-0958
5525 South 900 East, Suite 110
Salt Lake City, UT 84117
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
(a) Pursuant to an Agreement and Plan of Reorganization dated June 22, 1998
(the "Plan"), between the Registrant; The Internet Advisory Corporation, a
Florida corporation ("IAC"); and the stockholders of IAC, as listed on Exhibit A
of the Plan, (sometimes collectively called the "IAC Stockholders"), the IAC
Stockholders became the controlling stockholders of the Registrant in a
transaction viewed as an asset purchase. The Plan will be treated as a purchase
of IAC for accounting purposes, and the effective date of the Plan was June 22,
1998.
The Plan was adopted, ratified and approved by a quorom of the Board of
Directors of the Registrant, and by the unanimous consent of the Board of
Directors and the majority (greater than 80%, as qualified by Section 1.7 of the
"Plan" incorporated herein) of the IAC Stockholders.
The source of the consideration used by the IAC Stockholders to acquire
their respective interest in the Registrant was the exchange of 100% of the
assets and liabilities of IAC for 6,000,000 "unregistered" and "restricted"
shares of $0.001 par value common stock of the Registrant, pursuant to the Plan.
The basis of the "control" by the IAC Stockholders is stock ownership.
See the table below under Paragraph (b) of this Item.
The former principal stockholder of the Registrant and the number of
pre-Plan shares owned and the percentage of ownership of such outstanding voting
securities of the Registrant prior to the completion of the Plan was Jenson
Services, Inc., consultant to the Registrant, 936,350 shares or 77.9%, as
reported in the Registrant's 10-QSB Quarterly Report for the quarter ended May
31, 1998, which has been filed with the Securities and Exchange Commission and
which is incorporated herein by reference, with the exception of 300,000
"unregistered" and "restricted" shares issued after the filing of the
aforementioned 10-QSB. See Item 7.
Pursuant to the Plan, the Registrant was required:
1. To issue 6,000,000 "unregisterd" and "restricted" shares of $0.001 par
value common stock as the sole consideration for the assets of IAC and
the assumption of its liabilities;
2. Following resignations, in seriatim, of the directors and executive
officers of the Registrant, to designate and elect, in seriatim, Jeffrey
Olweean, Nicole Leigh and Barbara Fytton, as directors and executive officers of
the Registrant, to serve until the next annual meeting of stockholders and until
their respective successors are elected and qualified or until their prior
resignations or terminations. Resumes of these persons are included below under
the caption "Management" of Item 2.
Taking into account the shares issued to the IAC Stockholders, and the
pre-Plan outstanding shares of common voting stock of the Registrant, there are
or will be 7,202,017 outstanding shares of common stock of the Registrant as a
result of the foregoing.
A copy of the Plan, including any material exhibits and related
instruments, accompanies this Report, which, by this reference, is incorporated
herein; the foregoing summary is modified in its entirety by such reference. See
Item 7.
(b) The following table contains information regarding share holdings of
the Registrant's current directors and executive officers and those persons or
entities who beneficially own more than 5% of the Registrant's common stock,
after taking into account the completion of the Plan, to wit:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jeffrey Olweean .................... President and Director 1,452,900 20.7%
Nicole Leigh ....................... Vice President and Director 1,452,900 20.7%
Barbara Fytton* .................... Director 2,809,800 39.0%
Jenson Services, Inc. .............. Stockholder 636,350 8.8%
All directors and executive officers
as a group (3) ..................... 80.0%
* Barbara Fytton and Francis Fytton (see the heading "Management", below) and
are mother and son, respectively. Francis Fytton is the owner of 100,000 shares
and they could both be considered beneficial owners of the shares owned by the
other.
Item 2. Acquisition or Disposition of Assets.
(a) See Item 1 of this Report. The consideration exchanged under the
Plan was negotiated at "arms length" between the directors and executive
officers of the Registrant and the IAC Stockholders, and the Board of Directors
of the Registrant used criteria used in similar proposals involving the
Registrant in the past, including the relative value of the assets of the
Registrant; its present and past business operations; the future potential of
IAC; its management; and the potential benefit to the stockholders of the
Registrant. The Board of Directors determined in his good faith that the
consideration for the exchange was reasonable, under these circumstances.
No director, executive officer or person who may be deemed to be an
affiliate of the Registrant had any direct or indirect interest in IAC prior to
the completion of the Plan.
(b) The Registrant, intends to continue the business operations
formerly conducted by IAC, which are described below under the caption Business.
Business
The Registrant, having purchased the assets of IAC ("The Internet Advisory
Corporation") is engaged in the business of providing web site programming and
web hosting to small, medium and large size companies.
Management
Names Title or Position Ages
Jeffrey Olweean President and Director 35
Nicole Leigh Vice President and Director 26
Barbara Fytton Director 69
Francis Fytton Technical Coordinator 45
Resumes
Jeffrey Olweean. President. Mr. Olweean has been involved in the stock market
and computer industry for the past 12 years. Past experience includes raising
financing for various companies, both private and public, and overseeing the
implementation of business plans for public companies and stock trading. Mr.
Olweean graduated with honors from Michigan State University in 1986 and has
been involved in the financial business arena since.
Nicole Leigh. Executive Vice President. For the past four years, Ms. Leigh has
handled broker and investor relations for various public corporations, including
the research and production of newsletters, press releases and general
advertising for the investor relations firm of Chez Inc. Prior experience
includes Graphic Design and Internet Web site Design.
Barbara Fytton. Director. Company Director to Raymond Loewy International Ltd.
in the UK, France and Switzerland for 18 years. Now currently Financial
comptroller of both William White Switchgear Ltd, a UK defense contractor, and
Ward Executive and Management Recruitment Company, based in the UK.
Francis Fytton. Technical Coordinator. Mr. Fytton has over 20 years experience
in the computer industry commencing with Sperry Univac in London, England and
then transferred to their Chicago office. He has been involved in all aspects of
the computer industry, including network specialist with Xerox Corporation,
Software Product Manager for Crowntek Networks and Product Manager with
Microsoft Corporation. For the past three years, Mr. Fytton has owned and
operated Internet Websites, acted as consultant and conducted seminsars
throughout the U.S. and Canada for businesses wishing to utilize the Internet.
Mr. Fytton is the son of Barbara Fytton.
Risk Factors
Limited Operating History. The Registrant has only a limited operating history
upon which
an evaluation of the Registrant and its prospects can be based. Its prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets. To address these risks, it must,
among other things, respond to competitive developments. There can be no
assurance that the Registrant will be successful in addressing such risks.
Future Capital Requirements; Uncertainty of Future Funding. The
Registrant presently has extremely limited operating capital. It will require
substantial additional funding in order to realize its goals of commencing
nationwide marketing of its products and services. Depending upon the growth of
its business operations and the acceptance of its products and services, the
Registrant will need to raise substantial additional funds through equity or
debt financing, which may be very difficult for such a speculative enterprise.
There can be no assurance that such additional funding will be made available to
the Registrant, or if made available, that the terms thereof will be
satisfactory to the Registrant. Furthermore, any equity funding will cause a
substantial decrease in the proportional ownership interests of existing
stockholders.
Governmental Regulation. The Registrant is not currently subject to direct
regulation by any government agency, other than regulations applicable to
businesses generally.
Limited Market for Common Stock; Limited Market for Shares. Any market
price that may develop for shares of common stock of the Registrant is likely to
be very volatile, and factors such as success or lack thereof in developing and
marketing the Registrant's products and services, competition, governmental
regulation and fluctuations in operating results may all have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Registrant's common stock in any market
that may develop.
Dilution. Dilution usually results from the substantially lower prices
paid by insiders for their securities in a company when compared with the price
being paid by other investors. Financial Statements of IAC and the Pro Forma
Combined Balance Sheets and Statements of Operations of the Registrant and IAC,
taking into account the completion of the Plan, and as described under Item 7
have not been completed to date.
The issuance of the securities to the IAC Stockholders will
substantially dilute the interest of other stockholders in the Registrant.
Future Sales of Common Stock. There is presently a limited market for
the shares of common stock of the Registrant. See the Risk Factor "Limited
Market for Common Stock; Limited Market for Shares," above. There are presently
265,667 shares of common stock of the Registrant which are believed to be freely
tradeable in the over-the-counter market. The sale of the securities by the
Consultants could have a substantial adverse effect on any market which may
develop in the Registrant's securities, and potential investors in the
Registrant's securities should carefully weigh the present limited "public
float" of the Registrant's securities. Future sales of securities by the
Board of Directors pursuant to Rule 144 of the Securities and Exchange
Commission may also have an adverse impact on any market which may develop in
the Registrant's securities. Presently, Rule 144 requires a one year holding
period prior to public sale of "restricted securities" in accordance with this
Rule; the Directors could each sell (i) an amount equal to 1% of the total
outstanding securities of the Registrant in any three month period or (ii) the
average weekly reported volume of trading in such securities on all national
securities and exchanges or reported through the automated quotation system of a
registered securities association during the four calendar weeks preceding the
filing of notice under Rule 144 (this computation is not available to OTC
Bulletin Board companies), with the one year holding period to have commenced on
June 22, 1998.
Voting Control. By virtue of their collective ownership of
approximately 80% of the Registrant's outstanding voting securities, the current
Directors have the ability to elect all of the Registrant's directors, who in
turn elect all executive officers, without regard to the votes of other
stockholders. Collectively, these persons may be deemed to have absolute control
over the management and affairs of the Registrant.
Dependence on Key Personnel. The Registrant's performance is
substantially dependent on the performance of its executive officers and key
employees. Given the Registrant's early stage of development, the Registrant is
dependent on its ability to retain and motivate high quality personnel,
especially its current management. The Registrant does not have a "key person"
life insurance policy on any of its employees. The loss of the services of any
of its executive officers or other key employees could have a material adverse
effect on the business, operating results or financial condition of the
Registrant.
Dividends. The Registrant does not anticipate paying dividends on its
common stock in the foreseeable future. Future dividends, if any, will depend
upon the Registrant's earnings, if any, and subscribers who anticipate the need
of cash dividends from their investment should refrain from the purchase of the
Shares being offered hereby.
Penny Stock. The Registrant's securities are deemed to be "penny
stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission; this
designation may have an adverse effect on the development of any public market
for the Registrant's shares of common stock or, if such a market develops, its
continuation, as broker-dealers are required to personally determine whether an
investment in the securities is suitable for customers prior to any solicitation
of any offer to purchase these securities.
Penny stocks are securities (i) with a price of less than five dollars
per share; (ii) that are not traded on a "recognized" national exchange; (iii)
whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average annual revenues of less
than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and
Rule 15g-2 of the Securities and Exchange Commission require broker-dealers
dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors in the Registrant's common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock."
Further, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for purchasers of
the Registrant's common stock to resell their shares to third parties or to
otherwise dispose of them.
Indemnification of Directors, Officers, Employees and Agents. The Bylaws of
the Registrant provide for indemnification to the fullest extent allowed under
the Utah Revised Business Corporation Act. Generally, under this Act, a
corporation has the power to indemnify any person who is made a party to any
civil, criminal, administrative or investigative proceeding, other than action
by or any right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorney's fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct committed
was unlawful. It is the position of the Securities and Exchange Commission that
indemnification against liabilities for violations of the federal securities
laws, rules and regulations is against public policy.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
There has been no change in the Registrant's certifying accountant
during the past two years.
On completion of the Plan with IAC, the new directors and executive
officers intend to engaged Mantyla, McReynolds and Associates of Salt Lake City,
Utah, to audit the financial statements of the IAC and consolidated pro-forma's
of the Registrant and IAC.
Item 5. Other Events.
See Item 1.
Item 6. Resignations of Directors and Executive Officers.
As a result of the completion of the Plan, Ernest Psarras, Terry Hardman
and Quinton Hamilton resigned as directors and executive officers of the
Registrant, and designated, in seriatim, the directors and executive officers of
IAC to serve in their same capacities in which they served under IAC, until the
next annual meeting of stockholders and until their respective successors are
elected and qualified or until their prior resignations or terminations. See
Item 1(a).
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Audited Financial Statements are being prepared and will be filed as an
amendment to this Form 8-K within 75 days of the date hereof.
(b) Pro Forma Financial Information.
Combined Balance Sheets, Combined Statements of Operations of Olympus and
IAC are being prepared and will be filed within 75 days of the date hereof.
Exhibits.
Exhibit
Description of Exhibits Number
Agreement and Plan of Reorganization 2
(A) Stockholders of The Internet Advisory Corporation
(B) Assets and liabilities of The Internet Advisory Corporation
(C) Olympus M.T.M. Corporation Audited Financial Statements for the
periods ended November 30, 1997 and 1996
(D) Stock issued to Jenson Services, Inc.
(E) The Internet Advisory Corporationm Unaudited Balance Sheet for the
period ended March 31 1998
(F) Exceptions
(G) Investment Letter
(H) Certificate of Officer Pursuant to Agreement and Plan of
Reorganization - Olympus M.T.M.
(I) Certificate of Officer Pursuant to Agreement and Plan of
Reorganization - The Internet Advisory Corporation
Documents Incorporated by Reference*
10-KSB Annual Report for the year ended December 31, 1997.
10-QSB Quarterly Report for the quarter ended May 31, 1997.
* Summaries of any exhibit are modified in their entirety by this
reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
OLYMPUS M.T.M. CORPORATION
Date: 7-2-98 By: /S/ JEFFREY OLWEEAN
--------- --------------------------
Jefffrey Olweean
President and Director
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT ("Plan") is made this __22_ day of June, 1998, among Olympus
M.T.M. Corporation, a Utah corporation ("Olympus" or the "Company"); The
Internet Advisory Corporation, a Florida corporation ("IAC") and the
stockholders of IAC who are listed on Exhibit A hereto (the "IAC Stockholders").
W I T N E S S E T H:
RECITALS
WHEREAS, the respective Boards of Directors of Olympus and IAC and the IAC
Stockholders have adopted resolutions pursuant to which Olympus shall acquire
and IAC shall exchange the assets and liabilities described in Exhibit B hereof
(hereinafter, respectively, the "Assets" or the "Liabilities"), which is
incorporated herein by reference; and
WHEREAS, the sole consideration for the Assets shall be the exchange of
6,000,000 "unregistered" and "restricted" shares of $0.001 par value common
stock of Olympus, and the assumption of the Liabilities; and
WHEREAS, the IAC Stockholders shall acquire in exchange such shares of the
Company in a reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
Section 1
Purchase and Sale of the Assets
1.1 Purchase and Sale. Olympus hereby agrees to acquire and IAC hereby
agrees to exchange the Assets owned by IAC as of May 31, 1998.
1.2 Consideration for the Assets. The consideration paid for the Assets
shall consist solely of 6,000,000 "unregistered" and "restricted" shares of
$0.001 par value common stock of Olympus to be issued in exchange therefor, and
the assumption of the Liabilities..
1.3 Delivery of Shares. Upon the execution and delivery by IAC of an
assignment or assignments and other instruments required or necessary to
transfer the Assets to Olympus, Olympus shall deliver one stock certificate or
certificates to each of the IAC Stockholders in the amount set opposite their
respective names as listed on Exhibit A hereto representing 6,000,000
"unregistered" and "restricted" shares of common stock of Olympus in the
aggregate.
1.4 Further Assurances. At the Closing and from time to time thereafter,
IAC shall execute such additional instruments and take such other action as
Olympus may request in order to exchange and transfer clear title and ownership
in the Assets to Olympus.
1.5 Resignation of Present Directors and Executive Officers and Designation
of New Directors and Executive Officers. On Closing, the present directors and
executive officers of Olympus shall resign, in seriatim, and designate the
directors and executive officers nominated by IAC to serve in their place and
stead, until the next respective annual meetings of the stockholders and Board
of Directors of Olympus , and until their respective successors shall be elected
and qualified or until their respective prior resignations or terminations, who
shall be: Jeffrey Olweean, President and Director; Nicole Leigh, Executive Vice
President and Director; and Barbara Fytton, Director.
1.6 Change of Name. Subsequent to the Closing of this Agreement, the
Company shall adopt such resolutions as necessary for the preparation and
mailing to stockholders of an Information Statement for the purpose of amending
the Company's Articles of Incorporation to change the name of the Company to
"The Internet Advisory Corporation."
1.7 Closing. The Plan will be deemed to be closed on receipt of the
signatures of IAC Stockholders holding 80% of the current outstanding shares of
IAC.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices of
Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South, Salt
Lake City, Utah 84111, on or before ten days following the execution and
delivery of this Plan, unless another place or time is agreed upon in writing by
the parties. The Closing may be accomplished by wire, express mail or other
courier service, conference telephone communications or as otherwise agreed by
the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of Olympus
Olympus represents and warrants to, and covenants with, the IAC
Stockholders and IAC as follows:
3.1 Corporate Status. Olympus is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah and is
licensed or qualified as a foreign corporation in all states in which the nature
of Olympus' business or the character or ownership of Olympus properties makes
such licensing or qualification necessary (Utah only.) Olympus is a publicly
held company, having previously and lawfully offered and sold a portion of
Olympus securities in accordance with applicable federal and state securities
laws, rules and regulations. There is presently no established public market for
these or any other securities of Olympus, though Olympus has a Symbol on the OTC
Bulletin Board of "OMTM."
3.2 Capitalization. The authorized capital stock of Olympus consists of
50,000,000 shares of one mill ($0.001) par value common voting stock, of which
1,202,017 shares are issued and outstanding, all fully paid and non-assessable.
Except as otherwise provided herein, there are no outstanding options, warrants
or calls pursuant to which any person has the right to purchase any authorized
and unissued common stock of Olympus.
3.3 Financial Statements. The financial statements of Olympus furnished to
the IAC Stockholders and IAC, consisting of audited financial statements for the
years ended November 30, 1997 and 1996, attached hereto as Exhibit C, and
unaudited balance sheet and statement of operations for the three months ended
February 28, 1998, attached hereto as Exhibit C-1 and incorporated herein by
reference, are correct and fairly present the financial condition of Olympus at
such dates and for the periods involved; such statements were prepared in
accordance with generally accepted accounting principles consistently applied,
and no material change has occurred in the matters disclosed therein, except as
indicated in Exhibit D, which is attached hereto and incorporated herein by
reference. Such financial statements do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
3.4 Undisclosed Liabilities. Olympus has no liabilities of any nature
except to the extent reflected or reserved against in Olympus balance sheets,
whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit D.
3.5 Interim Changes. Since the date of Olympus balance sheets, except as
set forth in Exhibit D, there have been no (1) changes in financial condition,
assets, liabilities or business of Olympus which, in the aggregate, have been
materially adverse; (2) damages, destruction or losses of or to property of
Olympus, payments of any dividend or other distribution in respect of any class
of stock of Olympus, or any direct or indirect redemption, purchase or other
acquisition of any class of any such stock; or (3) increases paid or agreed to
in the compensation, retirement benefits or other commitments to Olympus
employees.
3.6 Title to Property. Olympus has good and marketable title to all
properties and assets, real and personal, reflected in Olympus balance sheets,
and the properties and assets of Olympus are subject to no mortgage, pledge,
lien or encumbrance, except for liens shown therein or in Exhibit D, with
respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or to the
knowledge of Olympus, threatened, against or relating to Olympus, Olympus
properties or business, except as set forth in Exhibit D. Further, no officer,
director or person who may be deemed to be an affiliate of Olympus is party to
any material legal proceeding which could have an adverse effect on Olympus
(financial or otherwise), and none is party to any action or proceeding wherein
any has an interest adverse to Olympus.
3.8 Books and Records. From the date of this Plan to the Closing, Olympus
will (1) give to the IAC Stockholders and IAC or their respective
representatives full access during normal business hours to all of Olympus
offices, books, records, contracts and other corporate documents and properties
so that the IAC Stockholders and IAC or their respective representatives may
inspect and audit them; and (2) furnish such information concerning the
properties and affairs of Olympus as the IAC Stockholders and IAC or their
respective representatives may reasonably request.
3.9 Tax Returns. Olympus has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Olympus and Olympus representatives will keep confidential any
information which they obtain from the IAC Stockholders or from IAC concerning
the properties, assets and business of IAC. If the transactions contemplated by
this Plan are not consummated by June 30, 1998, Olympus will return to IAC all
written matter with respect to IAC obtained by Olympus in connection with the
negotiation or consummation of this Plan.
3.11 Corporate Authority. Olympus has full corporate power and authority to
enter into this Plan and to carry out Olympus obligations hereunder and will
deliver to the IAC Stockholders and IAC or their respective representatives at
the Closing a certified copy of resolutions of Olympus Board of Directors
authorizing execution of this Plan by Olympus officers and performance
thereunder, and the directors adopting and delivering such resolutions are the
duly elected and incumbent director of Olympus.
3.12 Due Authorization. Execution of this Plan and performance by Olympus
hereunder have been duly authorized by all requisite corporate action on the
part of Olympus, and this Plan constitutes a valid and binding obligation of
Olympus and performance hereunder will not violate any provision of the Articles
of Incorporation, Bylaws, agreements, mortgages or other commitments of Olympus.
3.13 Environmental Matters. Olympus has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of Olympus or Olympus' predecessors. In
addition, to the best knowledge of Olympus, there are no substances or
conditions which may support a claim or cause of action against Olympus or any
of Olympus' current or former officers, directors, agents or employees, whether
by a governmental agency or body, private party or individual, under any
Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
3.14 Access to Information Regarding IAC. Olympus acknowledges that it has
been delivered copies of what has been represented to be documentation
containing all material information respecting IAC and IAC's present and
contemplated business operations, potential acquisitions, management and other
factors; that it has had a reasonable opportunity to review such documentation
and discuss it, to the extent desired, with Olympus' legal counsel, directors
and executive officers; that it has had, to the extent desired, the opportunity
to ask questions of and receive responses from the directors and executive
officers of IAC, and with the legal and accounting firms of IAC, with respect to
such documentation; and that to the extent requested, all questions raised have
been answered to Olympus' complete satisfaction.
Section 4
Representations, Warranties and Covenants of IAC and the IAC Stockholders
IAC and the IAC Stockholders represent and warrant to, and covenant with,
Olympus as follows:
4.1 Ownership. IAC owns the Assets, free and clear of any liens or
encumbrances of any type or nature whatsoever, except the Liabilities, and IAC
has full right, power and authority to convey these Assets without
qualification.
4.2 Condition of the Assets. At the time of Closing, the Assets shall be in
good and marketable condition, suitable for the uses for which they were
intended and, reasonable wear and tear excepted, shall be free of any material
defect.
4.3 Corporate Status. IAC is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida and is licensed or
qualified as a foreign corporation in all states or foreign countries and
provinces in which the nature of IAC's business or the character or ownership of
IAC properties makes such licensing or qualification necessary.
4.4 Corporate Authority. IAC has full corporate power and authority to
enter into this Plan and to carry out IAC's obligations hereunder and will
deliver to Olympus or Olympus' representatives at the Closing a certified copy
of resolutions of IAC's Board of Directors authorizing execution of this Plan by
IAC's officers and performance thereunder, and the directors adopting and
delivering such resolutions are the duly elected and incumbent directors of IAC.
4.5 Due Authorization. Execution of this Plan and performance by IAC
hereunder have been duly authorized by all requisite corporate action on the
part of IAC, and this Plan constitutes a valid and binding obligation of IAC and
performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of IAC.
4.6 No Inventory. None of the Assets constitute inventory of IAC and the
principal business of IAC is not the sale of merchandise from stock.
4.7 Further Assurances of IAC. IAC will execute such assignment or
assignments and will perform such other acts as will enable Olympus to take free
and clear title to the Assets.
4.8 Investment Intent. The IAC Stockholders are acquiring the shares to be
exchanged and delivered to them under this Plan for investment and not with a
view to the sale or distribution thereof, and the IAC
Stockholders have no commitment or present intention to liquidate the Company or
to sell or otherwise dispose of the Olympus shares. The IAC Stockholders shall
execute and deliver to Olympus on the Closing an Investment Letter attached
hereto as Exhibit G and incorporated herein by reference, acknowledging the
"unregistered" and "restricted" nature of the shares of Olympus being received
under the Plan in exchange for the IAC Shares, and receipt of certain material
information regarding Olympus.
4.9 Financial Statements. The financial statements of IAC furnished to
Olympus, consisting of a balance sheet dated May 31, 1998, attached hereto as
Exhibit E, and incorporated herein by reference, are correct and fairly present
the financial condition of IAC as of the date and for the year involved, and
such statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit F, which is attached
hereto and incorporated herein by reference. These financial statements do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
4.10 Confidentiality. Until the Closing (and continuously if there is no
Closing), IAC, the IAC Stockholders and their representatives will keep
confidential any information which they obtain from Olympus concerning Olympus'
properties, assets and business. If the transactions contemplated by this Plan
are not consummated by June 30, 1998, IAC and the IAC Stockholders will return
to Olympus all written matter with respect to Olympus obtained by them in
connection with the negotiation or consummation of this Plan.
4.11 Environmental Matters. IAC has no knowledge of any assertion by any
governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of IAC or IAC's predecessors. In addition, to
the best knowledge of IAC, there are no substances or conditions which may
support a claim or cause of action against IAC or any of IAC's current or former
officers, directors, agents or employees, whether by a governmental agency or
body, private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos,
urea formaldehyde, flammable explosives, radioactive materials, solid or
hazardous wastes, chemicals, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
4.12 Access to Information Regarding Olympus. IAC and the IAC Stockholders
acknowledge that they have been delivered copies of what has been represented to
be documentation containing all material information respecting Olympus and
Olympus' present and contemplated business operations, potential acquisitions,
management and other factors; that they have had a reasonable opportunity to
review such documentation and discuss it, to the extent desired, with their
legal counsel, directors and executive officers; that they have had, to the
extent desired, the opportunity to ask questions of and receive responses from
the directors and executive officers of Olympus, and with the legal and
accounting firms of Olympus, with respect to such documentation; and that to the
extent requested, all questions raised have been answered to their complete
satisfaction.
Section 5
Conditions Precedent to Obligations of IAC and the IAC Stockholders
All obligations of IAC and the IAC Stockholders under this Plan are
subject, at their option, to the fulfillment, before or at the Closing, of each
of the following conditions:
5.1 Representations and Warranties True at Closing. The representations and
warranties of Olympus contained in this Plan shall be deemed to have been made
again at and as of the Closing and shall then be true in all material respects
and shall survive the Closing.
5.2 Due Performance. Olympus shall have performed and complied with all of
the terms and conditions required by this Plan to be performed or complied with
by it before the Closing.
5.3 Officers' Certificate. IAC and the IAC Stockholders shall have been
furnished with a certificate signed by the President of Olympus, in such
capacity, attached hereto as Exhibit H and incorporated herein by reference,
dated as of the Closing, certifying (1) that all representations and warranties
of Olympus contained herein are true and correct; and (2) that since the date of
the financial statements (Exhibits C and C-1 hereto), there has been no material
adverse change in the financial condition, business or properties of Olympus,
taken as a whole.
5.4 Opinion of Counsel of Olympus. IAC and the IAC Stockholders shall have
received an opinion of counsel for Olympus, dated as of the Closing, to the
effect that (1) the representations of Sections 3.1, 3.2 and 3.11 are correct;
(2) except as specified in the opinion, counsel knows of no inaccuracy in the
representations in 3.5, 3.6 or 3.7; and (3) the shares of Olympus to be issued
to the IAC Stockholders under this Plan will, when so issued, be validly issued,
fully paid and non-assessable.
5.5 Assets and Liabilities of Olympus. Unless otherwise agreed, Olympus
shall have no assets and no liabilities at Closing, and all costs, expenses and
fees incident to the Plan shall have been paid.
5.6 Resignation of Directors and Executive Officers and Designation of New
Directors and Executive Officers. The present directors and executive officers
of Olympus shall resign, and shall have designated nominees of IAC as outlined
in Section 1.6 hereof as directors and executive officers of Olympus to serve in
their place and stead, until the next respective annual meetings of the
stockholders and Board of Directors of Olympus, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations.
5.7 Name Change of Olympus. Subsequent to the Closing of this Agreement,
the Company shall adopt such resolutions as necessary for the preparation and
mailing to stockholders of an Information Statement for the purpose of amending
the Company's Articles of Incorporation to change the name of the Company to
"The Internet Advisory Corporation."
Section 6
Conditions Precedent to Obligations of Olympus
All obligations of Olympus under this Plan are subject, at Olympus' option,
to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The representations and
warranties of IAC and the IAC Stockholders contained in this Plan shall be
deemed to have been made again at and as of the Closing and shall then be true
in all material respects and shall survive the Closing.
6.2 Due Performance. IAC and the IAC Stockholders shall have performed and
complied with all of the terms and conditions required by this Plan to be
performed or complied with by them before the Closing.
6.3 Officers' Certificate. Olympus shall have been furnished with a
certificate signed by the President of IAC, in such capacity, attached hereto as
Exhibit G and incorporated herein by reference, dated as of the Closing,
certifying (1) that all representations and warranties of IAC and the IAC
Stockholders contained herein are true and correct; and (2) that since the date
of the financial statements (Exhibit E), there has been no material adverse
change in the financial condition, business or properties of IAC, taken as a
whole.
6.4 Books and Records. The IAC Stockholders or the Board of Directors of
IAC shall have caused IAC to make available all books and records of IAC,
including minute books and stock transfer records; provided, however, only to
the extent requested in writing by Olympus at Closing.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual consent in
writing; (2) by either the sole director of Olympus or IAC and the IAC
Stockholders if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; or (3) by either the sole
director of Olympus or IAC and the IAC Stockholders if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent in writing,
by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Plan.
8.2 Waiver. Any failure on the part of any party hereto to comply with any
of Olympus obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties hereunder that no
broker or finder has acted for it in connection with this Plan, and agrees to
indemnify and hold harmless the other parties against any fee, loss or expense
arising out of claims by brokers or finders employed or alleged to have been
employed by he/she/it.
8.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
If to Olympus: 5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
With a copy to: Leonard W. Burningham, Esq.
Suite 205 Hermes Building
455 East 500 South Street
Salt Lake City, Utah 84111
If to IAC: 2455 East Sunrise Blvd., Suite 401
Ft. Lauderdale, Florida 33304
8.5 No Reverse Split. All stockholders of Olympus, including those to
receive shares pursuant to Section 1.5 hereof, shall be protected against any
reverse split that occurs in the reorganized company for a period of two years
following Closing, and in the event of any such reverse split, such stockholders
shall be entitled to have the reorganized company issue them additional shares
to increase their respective stock holdings as though such reverse split had
never been effected.
8.5 Entire Agreement. This Plan constitutes the entire agreement between
the parties and supersedes and cancels any other agreement, representation, or
communication, whether oral or written, including the
Letter of Intent dated April 24, 1998, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
8.6 Headings. The section and subsection headings in this Plan are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Utah, except to the extent
pre-empted by federal law, in which event (and to that extent only), federal law
shall govern.
8.8 Assignment. This Plan shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided however,
that any assignment by any party of Olympus' rights under this Plan without the
prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.10 Default. In the event of any default hereunder, the prevailing party
in any action to enforce the terms and provisions hereof shall be entitled to
recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the day and year first above written.
OLYMPUS M.T.M. CORPORATION
Date: 6-22-98 By /S/ Ernest C. Psarras
Ernest C. Psarras, President
THE INTERNET ADVISORY
CORPORATION
Date: 6-19-98 By /S/ Jeffrey A. Olweean
Jeffrey A. Olweean, President
IAC STOCKHOLDERS:
Date: 6-19-98 /S/ Jeffrey A. Olweean
Jeffrey Alan Olweean
Date: 6-21-98 /S/ Nicole Leigh
Nicole Leigh
Date: 6-22-98 /S/ Francis Fytton
Francis Fytton
Date: 6-20-98 /S/ Barbra Fytton
Barbara Fytton
E.S.O.P.
Date: 6-19-98 By /S/ Jeffrey A. Olweean
Date:___________________________. ___________________________
Steve Sperber
Date: ___________________________. ___________________________
Santiago Alfonso
Date: ___________________________. ___________________________
Umesh Ashvin Dave
ADVANCED MANAGEMENT
SCIENCES, INC.
Date: ___________________________. By_________________________
Date: ___________________________. ___________________________
John A. Palmer, Jr.
Date: ___________________________. ___________________________
Vince Pilletteri
Date: __________________________. ___________________________
Kathy Pilletteri
Date: __________________________. ___________________________
William J. Breslin
Date: __________________________. ___________________________
Alan Olweean
Date: __________________________. ___________________________
Pamela Olweean
Date: __________________________. ___________________________
Phyllis K. Payne
UNANIMOUS CONSENT OF THE DIRECTORS
AND ALL OF THE STOCKHOLDERS OF
THE INTERNET ADVISORY CORPORATION
The undersigned, being all of the duly elected and incumbent directors
of The Internet Advisory Corporation, a Florida corporation (the "The Company"),
and all of the stockholders of the Company acting pursuant to Section 607.0821
and 607.0704 of the Florida Business Corporation Act, do hereby unanimously
consent to and adopt the following resolutions, effective the latest date hereof
unless indicated otherwise, to-wit:
RESOLVED, that the Company exchange the assets described in Exhibit B to the
Plan referred to below in consideration of the exchange of 6,000,000
"unregisted" and "restricted" shares of the $0.001 mill par value common stock
of Olympus M.T.M. Corporation, a Utah corporation ("Olympus"), pursuant to an
Agreement and Plan of Reorganization (the "Plan") between the Company, all of
its stockholders and Olympus, and the assumption by Olympus of the liabilities
listed in Exhibit B to the Plan;
FUTHER, RESOLVED, that in the good faith judgment of the directors and all of
the stockholders, the Plan is fair, just and equitable, and in the best interest
of the Company and its stockholders; and
FURTHER, RESOLVED, that the executive officers of the Company be and they hereby
are authorized and directed to execute and deliver the Plan and all other
documents required or deemed necessary to complete the Plan for and on behalf of
the Company pursuant to which Olympus shall acquire the assets described in
Exhibit B to the Plan and assume the liabilities described in Exhibit B to the
Plan in exchange for such shares of Olympus in a reorganization within the
meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as
amended, with the understanding that no tax opinion has been given by Olympus or
its counsel.
Date: 6-19-98 /S/ Jeffrey Olweean
Date: 6-21-98 /S/ Nicole Leigh
Date: 6-20-98 /S/ Barbara Fytton
MINUTES OF THE BOARD OF DIRECTORS MEETING
FOR
OLYMPUS M.T.M. CORPORATION
DATE: JUNE 22, 1998
PLACE: VIA TELE-CONFERENCE, pursuant to Section 3.06 of the Company's Bylaws,
as adopted on July 23, 1996
BOARD MEMBERS PRESENT:
ERNST C. PSARRAS PRESIDENT AND DIRECTOR
TERRY HARDMAN VICE PRESIDENT AND DIRECTOR
ALSO PRESENT WAS BRANDEN T. BURNINGHAM, ESQ.
Each undersigned director waives notice of the meeting and constituting
a quorom, vote as follows:
RESOLVED, that the Company exchange the assets of The Internet
Advisory Corporation, a Florida corporation ("IAC") described
in Exhibit B in consideration of the issuance of 6,000,000
"unregistered" and "restricted" shares of the $0.001 mill par
value common stock of the Company, and assume the liabilities
of IAC described in Exhibit B of the Agreement and Plan of
Reorganization (the "Plan") between the Company, IAC and the
IAC Stockholders, presented to a meeting of the Board of
Directors;
FURTHER, RESOLVED, that in the good faith judgment of the
directors, the acquisition of the assets listed in Exhibit B
and the assumption of the liabilities listed in Exhibit B as
contemplated by the Plan is fair, just and equitable, and in
the best interest of the stockholders of the Company;
FURTHER, RESOLVED, that such shares, when issued, be deemed
validly issued, fully paid and non-assessable;
FURTHER, RESOLVED, that the delivery of such shares be subject
to the execution and delivery of an Investment Letter by each
stockholder of IAC; the execution and delivery of the Plan by
each such stockholder who is party to the Plan and IAC; and
compliance by IAC and its stockholders with all of the terms
and provisions thereof prior to Closing;
FURTHER, RESOLVED, that the officers of the Company be and
they hereby are authorized and directed to execute and deliver
the Plan and all other documents required or deemed necessary
to complete the Plan for and on behalf of the Company pursuant
to which the Company shall acquire the assets and assume the
liabilities described in Exhibit B to the Plan in exchange for
shares of the Company in a reorganization within the meaning
of Section 368(a)(1)(C) of the Internal Revenue Code of 1986,
as amended;
FURTHER, RESOLVED, that on Closing, the following persons
nominated by the Board of Directors of IAC be designated as
the directors of the Company, to serve until the next annual
meeting of the stockholders and until their successors are
elected and qualify, or until his or her earlier resignation
or termination: Jeffrey Olweean, Nicole Leigh and Barbara
Fytton;
FURTHER, RESOLVED, that Jeffrey Olweean be elected as
President, and Nicole Leigh be elected as Executive Vice
President and Secretary; and
FURTHER, RESOLVED, if the Plan is completed as contemplated,
the Company accept the resignations, in seriatim, of Ernest C.
Psarras, Terry Hardman and Quinton Hamilton effective on the
Closing.
Date: 6-22-98 /S/ Ernest C. Psarras
Ernest C. Psarras
Date: 6-22-98 /S/ Terry Hardman
Terry Hardman
EXHIBIT A
STOCKHOLDERS OF THE INTERNET ADVISORY CORPORATION
Number of Shares of
Number of Shares Olympus
Owned of to be
Name and Address IAC Received in Exchange
Jeffrey Alan Olweean ............. 1,452,900 1,452,900
3850 Galt Ocean Drive, #706
Ft. Lauderdale, FL 33308
Nicole Leigh ..................... 1,452,900 1,452,900
215 NE 23rd St., #W309
Wilton Manors, FL 33305
Francis Fytton ................... 100,000 100,000
150 NE 15th Ave., #1345
Ft. Lauderdale, FL 33301
Barbara Fytton ................... 2,809,80 2,809,800
4 Cavendish Court
Cardigan Road
Richmond, Surrey TW106BL
England
E.S.O.P .......................... 100,000 100,000
2455 E. Sunrise blvd., #401
Ft. Lauderdale, FL 33304
Steve Sperber .................... 30,000 30,000
5980 NW 64th Ave., #101
Tamarac, FL 33319
Santiago Alfonso ................. 15,000 15,000
2659 W. Okeechobee Rd., Lot B-29
Hialeah, FL 333010
Umesh Ashvin Dave ................ 5,000 5,000
67 Forest Circle
Cooper City, FL 33026
Advanced Management Sciences, Inc. 16,000 16,000
200 E. 10th St., #717
New York, NY 10003
John A. Palmer, Jr ............... 5,000 5,000
3422 E. Randolph Rd ..............
Coolidge, AZ 85228
Vince & Kathy Pilletteri ......... 4,000 4,000
4122 Apple Bluff Drive
Kalamazoo, MI 49006
William J. Breslin ............... 5,400 5,400
1764 NW 88th Way
Coral Springs, FL 33071
Alan & Pamela Olweean ............ 2,000 2,000
37775 Oakwood Meadows
Westland, MI 48185
Phyllis K. Payne ................. 2,000 2,000
Box 72
Rockport, IL 62370 ............... _______ _______
6,000,000 6,000,000
EXHIBIT B
ASSETS AND LIABILITIES OF
THE INTERNET ADVISORY CORPORATION
INTERNET ADVISORY CORPORATION
ESTIMATED CURRENT VALUE (ASSETS BASIS) .......... $ 125,000
CURRENT ASSETS .................................. 50,000
CAPITAL ASSETS .................................. 300,000
SOFTWARE SYSTEMS
WEB SERVER ............................. 300,000
TRAVEL AGENCY SYSTEM ................... 300,000
PARALLEL SPECIAL SYSTEMS ............... 100,000
(FINANCIAL SERVICES, AUTO DEALERS, ETC.)
CUSTOMER LEADS & MAILING LISTS
(APPROXIMATELY 11 MILLION @$.07) ................. 770,000
INTERNET DEVELOPMENT, MARKETING &
OPERATING SYSTEM ................................ 1,000,000
TOTAL VALUE ................... $2,645,000
INTERNET ADVISORY CORPORATION
INTIAL CAPITALIZATION
CASH ................................. $ 20,000
COMPUTER HARDWARE .................... 12,000
OFFICE FURNITURE & FIXTURES .......... 5,985
COMPUTER SOFTWARE
WEB SERVER SYSTEM ........... 30,000
TRAVEL AGENCY SYSTEM ........ 100,000
INTERNET DEVELOPMENT, MARKETING &
OPERATING SYSTEM ................... 100,000
CUSTOMER LEADS & MAILING LISTS
(APPROXIMATELY 1.3 MILLION @ $.07) 91,000
TOTAL CAPITALIZATION $358,985
JENSON SERVICES
5525 S. 900 E. #110
SALT LAKE CITY, UT
84117
ATTN: JEFF JENSON
AS PER YOUR REQUEST: AS OF MAY 11, 1998 OUR LIABILITIES WERE AS FOLLOWS:
$2992.58 FOR THE CURRENT MONTH OF JUNE RENT, (TOTAL 5 YEAR LEASE
STARTED MARCH 1, 1998, INCLUDING JUNE, TOTAL LEASE OBLIGATIONS WERE 55
X 2992.58= $164591.90)
$2513 PHONE BILL FOR MONTH OF MAY.
TO THE BEST OF MY KNOWLEDGE, THESE ARE OUR LIABILITIES.
THANKS,
/S/ JEFFREY A. OLWEEAN
JEFFREY A. OLWEEAN
EXHIBIT C
OLYMPUS M.T.M. CORPORATION
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
NOVEMBER 30, 1997 AND 1996
Olympus M.T.M. Corporation
[A Development Stage Company]
Financial Statements
November 30, 1997
[With Independent Auditors' Report]
Olympus M.T.M. Corporation
[A Development Stage Company]
TABLE OF CONTENTS
Page
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . 1
Balance Sheet - November 30, 1997 . . . . . . . . . . . . . . . . 2
Statements of Operations for the
years ended November 30, 1997 and
November 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Stockholders' Deficit for
the years ended November 30, 1997 and
November 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the
years ended November 30, 1997 and
November 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 6-7
Independent Auditors' Report
The Board of Directors and Shareholders
Olympus M.T.M. Corporation
[A Development Stage Company]:
We have audited the accompanying balance sheet of Olympus M.T.M. Corporation [a
development stage company] as of November 30, 1997, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended
November 30, 1997 and November 30, 1996 and for the period from reactivation
[December 1, 1995] through November 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Olympus M.T.M. Corporation as
of November 30, 1997, and the results of its operations and its cash flows for
the years ended November 30, 1997 and November 30, 1996 and for the period from
reactivation [December 1, 1995] through November 30, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Olympus
M.T.M. Corporation will continue as a going concern. As discussed in note 2 to
the financial statements, the Company has accumulated losses from operations,
has no assets, and has a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 2. The financial statements
do not include any adjustment that might result from the outcome of this
uncertainty.
MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
February 2, 1998
2
Olympus M.T.M. Corporation
[A Development Stage Company]
Balance Sheet
November 30, 1997
ASSETS
Assets ..................................................................... $ -0-
Total Assets ...................................................... $ -0-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities ............................................... $ 100
Payable to Shareholder ............................................ 3,827
---
Total Liabilities ........................................ 3,927
Stockholders' Deficit: (Note 4)
Common stock, $.001 par value;
authorized 50,000,000 shares; issued
and outstanding 902,017 shares ................................... 902
Additional paid in capital ........................................ 3,055,039
Accumulated deficit ............................................... (3,059,868)
-----------
Total Stockholders' Deficit .............................. (3,927)
Total Liabilities and
Stockholders' Deficit ......................... $ -0-
See accompanying notes to financial statements
3
Olympus M.T.M. Corporation
[A Development Stage Company]
Statements of Operations
For the Years Ended November 30, 1997 and November 30, 1996, and
For the Period from Reactivation [December 1, 1995] through November 30, 1997
For the Period
For the Year Ended For the Year Ended from Reactivation to
November 30, 1997 November 30, 1996 November 30, 1997
Revenues $ -0- $ -0- $ -0-
Expenses 2,325 1,666 3,991
--------------------- ---------------- ----------------
Loss Before Income Tax (2,325) (1,666) (3,991)
Income taxes- notes A & C 100 472 572
--------------------- ---------------- ----------------
Net Loss $ (2,425) $ (2,138) $ (4,563)
==================== ================ ==============
Net Loss Per Share $ (.01) $ (.01) $ (.01)
==================== ================ ================
Weighted Average
Shares Outstanding 848,988 265,667 557,328
=================== =============== ================
See accompanying notes to financial statements
4
Olympus M.T.M. Corporation
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Period from Reactivation [December 1, 1995] through November 30, 1997
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Deficit
------------------ ------------------ ------------------ -------------------- -----------------
Balance, November 30, 1995 39,800,080 $ 39,800 $ 3,015,505 $ (3,055,305) $ -0-
Reverse Split 1 for 150 (39,534,413) (39,534) 39,534
Net loss for the year ended
November 30, 1996 (2,138) (2,138)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, November 30, 1996 265,667 266 3,055,039 (3,057,443) (2,138)
------------------ ------------------ ------------------ -------------------- -----------------
Issuance of stock for debt 636,350 636 636
------------------ ------------------ ------------------ -------------------- -----------------
Net loss for the year ended
November 30, 1997 (2,425) (2,425)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, November 30, 1997 902,017 $ 902 $ 3,055,039 $ (3,059,868) $ (3,927)
================== ================== ================== ==================== =================
See accompanying notes to financial statements
5
Olympus M.T.M. Corporation
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended November 30, 1997 and 1996, and
For the Period from Reactivation [December 1, 1995] through November 30, 1997
For the Period
For the Year Ended For the Year Ended from Reactivation to
November 30, 1997 November 30, 1996 November 30, 1997
Cash Flows From Operating Activities
Net Loss ........................................................$(2,425) $ (2,138 $ (4,563)
Adjustments to reconcile net income to net
cash used by operating activities:
Increase/(decrease) in:
Accounts payable .............................. 2,425 2,038 4,463
Income taxes payable ........................... -0- 100 100
------- ----------------- -------------------
Net Cash Used For Operating Activities ........................... -0- -0- -0-
------- ----------------- --------------------
Net Increase (Decrease) in Cash ................................. -0- -0- -0-
Beginning Cash Balance ........................................... -0- -0- -0-
------- ----------------- -------------------
Ending Cash Balance .............................................$ -0- $ -0- $ -0-
======= ================= ====================
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period for interest .......................... $ -0- $ -0- $ -0-
Cash paid for the period for income taxes ...................... $ -0- $ -0- $ -0-
Supplemental Disclosure of Non-Cash Transactions
The Company issued stock to a shareholder as consideration for partial reduction
of an amount due to the shareholder(see note 4).
See accompanying notes to financial statements
6
Olympus M.T.M. Corporation
Notes to Financial Statements
November 30, 1997
Note 1 Organization and Summary of Significant Accounting Policies
-----------------------------------------------------------
(a) Organization
Olympus M.T.M. Corporation [Company] incorporated under the laws of
the State of Utah on September 21, 1981. The Company was involuntarily
dissolved by the State of Utah on December 1, 1995, for failure to
file an annual report. Prior to the involuntary dissolution, the
Company was principally involved in investing in mineral leases. On
July 31, 1996, the Company was reinstated by the State of Utah.
Olympus M. T. M. Corporation, a development stage company, has yet to
commence its planned principal operations and has essentially been
dormant for several years
(b) Income Taxes
Effective December 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the Statement],
"Accounting for Income Taxes." The Statement requires an asset and
liability approach for financial accounting and reporting for income
taxes, and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting bases and
tax bases of the Company's assets and liabilities at enacted tax rates
expected to be in effect when such amounts are realized or settled.
The cumulative effect of this change in accounting for income taxes as
of November 30, 1997 is $0 due to the valuation allowance established
as described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number of
shares outstanding. The weighted average number of shares outstanding
is presented on a post-split basis for the statement of operations.
See note 4.
(d) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(e) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers
cash on deposit in the bank to be cash. The Company has $0 cash at
November 30, 1997.
Note 2 Liquidity
The Company has accumulated losses through November 30, 1997 amounting
to $3,059,868, has no assets, has no working capital at November 30,
1997, and does not anticipate generating sufficient cash flows from
operations to meet the Company's cash requirements. These factors
raise substantial doubt about the Company's ability to continue as a
going concern.
Management plans include seeking a well-capitalized merger candidate
to commence its operations. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of December 1, 1993. Prior
years' financial statements have not been restated to apply the
provisions of Statement No. 109. No provision has been made in the
financial statements for income taxes because the Company has
accumulated substantial losses from operations.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset at November 30, 1997 have no impact
on the financial position of the Company. A valuation allowance is
provided when it is more likely than not that some portion of the
deferred tax asset will not be realized. Because of the lack of
taxable earnings history, the Company has established a valuation
allowance for all future deductible temporary differences.
Note 4 Common Stock
Effective August 20, 1996, the Company enacted a 1 for 150 reverse
split of the 39,800,080 outstanding shares of common stock, while
retaining the present authorized capital (50,000,000) and par value
($.001). Fractional shares were rounded to the nearest whole share.
Any shareholder holding 100 or more pre-split shares retained a
minimum of 100 post-split shares.
On December 20, 1996 the Company issued 636,350 post-split shares of
common stock to a shareholder, for expenses incurred by the Company
but paid by the shareholder.
Note 5 Stockholder Loan
A stockholder has paid expenses on behalf of the Company in the amount
of $2,425 during the year ended November 30, 1997 and $2,038 during
the year ended November 30, 1996. The Company has recorded a liability
for these expenses to the stockholder. This liability was reduced by
$636 with the stock transaction noted above. The unsecured loan bears
no interest and is due on demand. EXHIBIT C-1
OLYMPUS M.T.M. CORPORATION
UNAUDITED BALANCE SHEET AND STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 1998
OLYMPUS M.T.M CORPORATION
[A Development Stage Company]
BALANCE SHEETS
February 28, 1998 and November 30, 1997
2/28/98 11/30/97
---------------- ----------------
[Unaudited]
ASSETS
Total Current Assets $ 0 $ 0
---------------- ----------------
TOTAL ASSETS $ 0 $ 0
================ ================
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Loans from stockholders $ 4,522 $ 3,827
Accounts Payable 100 100
Total Current Liabilities 4,622 3,927
---------------- ----------------
---------------- ----------------
TOTAL LIABILITIES 4,622 3,927
EQUITY
Common Stock 902 902
Paid-in Capital 3,055,039 3,055,039
Accumulated Deficit (3,060,563) (3,059,868)
---------------- ----------------
TOTAL EQUITY (4,622) (3,927)
---------------- ----------------
TOTAL LIABILITIES & EQUITY $ 0 $ 0
================ ================
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The November 30, 1997 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
OLYMPUS M.T.M. CORPORATION
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three month Period ending February 28, 1998 and 1997, and
For the Period from Reactivation [December 1, 1995] through February 28, 1998
Three Months Three Months For the Period
Ended Ended from Reactivation to
2/28/98 2/28/97 2/28/98
--------------- --------------- --------------
[Unaudited] [Unaudited] [Unaudited]
REVENUE
Income $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES 695 1,037 4,686
---------- ---------- ----------
NET INCOME/(LOSS) BEFORE INCOME TAXES $ (695) $ (1,037) $ (4,686)
INCOME TAXES 0 0 572
NET LOSS (695) (1,037) (5,258)
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 902,017 902,017 557,328
========== ========== ==========
OLYMPUS M.T.M. CORPORATION
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended February 28, 1998 and 1997, and
For the Period from Reactivation [December 1, 1995] through February 28, 1998
Three Months Three Months For the Period
Ended Ended from Reactivation to
02/28/98 02/28/97 2/28/98
------------- ------------ ------------
[Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ (695) $ (1,307) $ (5,258)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in loans from shareholder 695 1,307 (5,258)
------------ ------------ ------------
Net Cash Used For Operating Activities 0 0 0
============ ============ ============
Cash Flows Provided by Financing Activities 0 0 0
- -------------------------------------------
Net Increase In Cash 0 0 0
Beginning Cash Balance 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0
------------ ------------ ------------
EXHIBIT D
300,000 "unregistered" and "restricted" shares of the Company's common
stock was issued to Jenson Services, Inc. on June 12, 1998.
EXHIBIT E
THE INTERNET ADVISORY CORPORATION
UNAUDITED BALANCE SHEET
FOR THE PERIOD ENDED
MARCH 31, 1998
THE INTERNET ADVISORY CORPORATION
BALANCE SHEET
MAY 31, 1998
ASSETS:
CASH ....................................... $ 68,996
ACCOUNTS RECEIVABLE ........................ 12,000
TOTAL CURRENT ASSETS ..... $ 80,996
CAPITAL ASSETS
HARDWARE .......................... $ 37,129
SOFTWARE
WEB SERVER ............... $ 30,000
TRAVEL AGENCY PACKAGE .... $100,000 $130,000
FURNITURE ......................... $ 11,592
TOTAL CAPITAL ASSETS ..... $178,721
OTHER ASSETS
MAILING (E-MAIL) LISTS ............ $ 91,000
INTERNET MARKETING & DEVELOP SYSTEM $100,000
TOTAL OTHER ASSETS ....... $191,000
TOTAL ASSETS ............. $450,717
STOCKHOLDERS' EQUITY
CAPITAL STOCK .............................. $ 100
PAID IN CAPITAL ............................ $368,885
RETAINED EARNINGS .......................... $ 91,732
TOTAL STOCKHOLDERS' EQUITY $450,717
EXHIBIT F
None.
Page 1
EXHIBIT G
Olympus M.T.M. Corporation
5525 South 900 East, #110
Salt Lake City, Utah 84117
Re: Exchange of Assets and Liabilities of The Internet Advisory
Corporation, a Florida corporation ("IAC"), for shares of Olympus
M.T.M. Corporation, a Utah corporation ("Olympus" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization
(the "Plan") between the undersigned, IAC, the other stockholders of IAC and
Olympus, I acknowledge that I have approved this exchange; that I am aware of
all of the terms and conditions of the Plan; that I have received and personally
reviewed a copy of the Plan and any and all material documents regarding the
Company, including, but not limited to the 10-KSB Annual Report and 10-QSB
Quarterly Reports of the Company filed with the Securities and Exchange
Commission during the past twelve months. I represent and warrant that I have
sufficient knowledge and experience to understand the nature of the exchange and
am fully capable of bearing the economic risk of the loss of my entire cost
basis.
I further understand that immediately prior to the completion
of the Plan, Olympus had no assets and no liabilities, of any measurable value,
and that in actuality, the completion of the Plan and the exchange of my shares
of IAC for shares of Olympus results in a decrease in the actual percentage of
ownership that my shares of IAC represented in IAC prior to the completion of
the Plan.
I understand that you have and will make books and records of
your Company available to me for my inspection in connection with the
contemplated exchange of my shares, options or warrants, and that I have been
encouraged to review the information and ask any questions I may have concerning
the information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Mantyla, McReynolds & Associates, 5872 South 900 East, #250, Salt
Lake City, Utah 84121, Telephone (801) 269-1818; and that legal counsel for
Olympus is Leonard W. Burningham, Esq., 455 East 500 South, #205, Salt Lake
City, Utah 84111, Telephone (801) 363-7411. I further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.
I also understand that I must bear the economic risk of
ownership of any of the Olympus shares for a long period of time, the minimum of
which will be one (1) year, as these shares are "unregistered" shares and may
not be sold unless any subsequent offer or sale is registered with the United
States Securities and Exchange Commission or otherwise exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Act"),
or other applicable laws, rules and regulations.
I intend that you rely on all of my representations made
herein and those in the personal questionnaire (if applicable) I provided to IAC
for use by Olympus as they are made to induce you to issue me the shares of
Olympus under the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives), and agree as
follows, to-wit:
1
Page 2
1. That the shares being acquired are being received for
investment purposes and not with a view Toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in
connection with the shares being acquired shall be imprinted with a legend
restricting the sale, assignment, hypothecation or other disposition unless it
can be made in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to the
Company and, regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares, options
or warrants being acquired except as may be pursuant to any applicable laws,
rules and regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of bearing
the economic risks attendant to this investment, without qualification; and
8. I also understand that without approval of counsel for
Olympus, all shares of Olympus to be issued and delivered to me in exchange for
my shares of IAC shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock represented by this
certificate have not been registered under the Securities Act
of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions
of such Act has been made or unless availability of an
exemption from such registration provisions has been
established, or unless sold pursuant to Rule 144 under the
Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Olympus will attempt to accommodate any
stockholders' request where Olympus views the request is made for valid business
or personal reasons so long as in the sole discretion of Olympus, the granting
of the request will not facilitate a "public" distribution of unregistered
shares of Olympus.
You are requested and instructed to issue a stock certificate
as follows, to-wit:
--------------------------------------------------------
2
(Name(s) and Number of Shares)
--------------------------------------------------------
(Address)
--------------------------------------------------------
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired,
put the initials JTRS after your names.
Dated this ________ day of __________________________, 1998.
Very truly yours,
/S/ NICOLE LEIGH
/S/ BARBARA FYTTON
/S/ FRANCIS FYTTON
/S/ JEFFREY OLWEEAN
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Olympus M.T.M. Corporation,
a Utah corporation ("Olympus"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Plan") between
Olympus and The Internet Advisory Corporation, a Florida corporation ("IAC"),
and the IAC Stockholders, to-wit:
1. That the undersigned, Ernest C. Psarras, is the President
of Olympus and has been authorized and empowered by its Board of Directors to
execute and deliver this Certificate to IAC and the IAC Stockholders;
2. Based upon the personal knowledge, information and belief
of the undersigned and opinions of counsel for Olympus regarding the Plan:
(i) All representations and warranties of Olympus contained
within the Plan are true and correct;
(ii) Olympus has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of Olympus as set forth in its financial
statements for the ended November 30, 1997 and 1996, and
February 28, 1998, except as set forth in Exhibit D to the
Plan.
OLYMPUS M.T.M. CORPORATION
By /S/ ERNEST C. PSARRAS
Ernest C. Psarras, President
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of The Internet Advisory
Corporation, a Florida corporation ("IAC"), represents and warrants the
following as required by the Agreement and Plan of Reorganization (the "Plan")
between IAC, the IAC Stockholders and Olympus M.T.M. Corporation, a Utah
corporation ("Olympus"), to-wit:
1. That he is the President of IAC and has been authorized and
empowered by its Board of Directors to execute and deliver this
Certificate to Olympus;
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of IAC contained within
the Plan are true and correct;
(ii) IAC has complied with all terms and provisions required of
it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of IAC as set forth in its balance sheet dated
March 31, 1998, except as set forth in Exhibit F to the Plan.
THE INTERNET ADVISORY CORPORATION
By /S/ JEFFREY OLWEEAN
Jeffrey Olweean, President