® OYMP: .009 x .01 »» 3.02M OS, Float 1.5M, Par .01
© Best estimate of shares not held tightly by curr/prv mgmt
ÜÜÜ Things to Consider: ÜÜÜ
¤» Current CEO holds 666,500 COMMON shares (SEE BELOW)
¤» Granting CEO 660K shares if and when a financial partner was found
¤» Current management own NO PREFERRED shares
¤» CEO owns Acquicorp, a merger and acquisition advisory corp
¤» No salaries or paid employees. CEO paying the bills
¤» Lawsuit. Trial currently ACTIVE against prev mgmt
¤» Revokation of all past compensation paid to prev mgmt
¤» Revokation of all stock owned by prev mgmt
¤» Prev mgmt holds 808K shares of COMMON stock
¤» If Prev Mgmt COMMON shares cancelled then 2.2M OS
¤» Film rights / library worth about $1 MILLION DOLLARS
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Current Management Experience:
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Gregory A. McAndrews, President and Chairman of the Board - Mr. McAndrews has been a financial public relations counselor concentrating on small businesses for 29 years. He has represented more than 200 companies as President of Greg McAndrews & Associates and as an affiliate of a New York financial public relations firm. Mr. McAndrews is also President of AcquiCorp, Inc., a small company mergers and acquisition advisor. He is President of the National Association of Financial Wholesalers and a member of several other financial industry associations. He is a frequent contributor to industry publications. Mr. McAndrews received a BA degree in Journalism from the University of Southern California in 1967.
Kristi Q Litton, Secretary and Director - In February 2002, Mrs. Litton was named Curatorial Administrator for the Los Angeles County Museum of Art. Previously, she was a consultant to the art and auction industry and held various positions since 1995 with Butterfield & Butterfield, an auction house owned by E-Bay. Prior to that she was an account executive with advertising and public relations firms for five years. She graduated from the University of Southern California in 1990 with a BA and honors in Art History.
Jerry Engel, Director - Mr. Engel is a private investor and an early prominent investor in Olympic Entertainment Group, Inc. He is a CPA and a former partner, retired, in a leading Nevada accounting firm.
Kelly A. Valceanu, Director - Mrs. Valceanu is currently a candidate for an MBA from Webster University. For the prior four years, she was enlisted in the U.S. Army domestically and overseas with the 18th Airborne Corps as a finance specialist. She was a fashion model in Los Angeles, New York and Paris from high school through enlisting in the Armed Forces with her husband, then in the 82nd Airborne. She graduated from New York University in 1989 with a BA in English.
Raymond Girard, Jr., Director - Mr. Girard is an Internet consultant and specialist in the organization and maintenance of small publicly held companies. He graduated from the University of Las Vegas with a BA in Business Administration in 1995. He is currently an instructor in astronomy at UNLV and has the honor of being with a team at the University that tracked and named a previously undiscovered asteroid.
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Item 4. Submission of Matters to a Vote of Security Holders
By unanimous consent on September 29, 2000, the board approved the waiver of notice to vote shares held in trust to elect new officers and directors and to vote on other matters necessary to preserve shareholder value and maintain the Company's compliance with regulations of the Securities & Exchange Commission, the National Association of Securities Dealers and the State of Nevada. The meeting was set for and held on December 31, 2000. Also on September 29, 2000, shareholders voting more than 10% of the common shares outstanding requested a special meeting of shareholders and waived notice to vote on the same issues as the board. New officers and directors received more than 50% of the vote of the shares outstanding. Directors unanimously and shareholders voting more than 50% of the shares outstanding jointly approved new directors, Silverado Transfer as transfer agent, James Scheifly & Associates as auditor, new bylaws, the reaffirmation of of a recommendation to revoke all past compensation to Dominic Orsatti and John Holt Smith by a majority vote of all shareholders, the reaffirmation of the recommendation of a vote of the majority of shareholders to revoke of all forms of common stock (except of "A" commons stock), preferred stock, warrants and options (except those pledged for services and as collateral for loans to persons other than Mr. Orsatti and Mr. Smith),
the reaffirmation of the previous board's decision to grant 60,000 common shares to Greg McAndrews & Associates for financial public relations services and stock agreed to but not paid prior to 1999, reaffirmation of the previous board's decision to grant 600,000 common shares to AcquiCorp, Inc. for mergers/acquisition consulting if and when a financial partner was found for the Company by AcquiCorp, Inc., to grant voting privileges for the 660,000 common shares granted to Greg McAndrews and a recommendation to submit all matters to shareholders at the next annual meeting. On June 14, 2001, the Board voted to defer a proxy to shareholders until after the trail date for the Orsatti-Smith lawsuit, which at the time was set for October 2001. The trial was subsequently set for November 2002.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Company has continued to experience cash flow problems occasioned by (i) no revenue from license renewal fees or new Broadcast Affiliates licenses; (ii) the failure of the Optimist Group licensing program initiated in January 1998, and terminated by mutual consent on April 1, 1998; and (iii) the failure of a program to produce significant new revenue from cause marketing initiatives. Since January 1998, the Company has reduced overhead and expenditures by (i) eliminating all paid personnel; (ii) ceasing to pay salaries to corporate officers; and (iii) paying no office rent. President and director Gregory A. McAndrews is paying all expenses to maintain the Company.
Should the Company be unsuccessful in seeking a financial partner, it would seek to reorganize its debt and to sell its programming in an orderly proceeding under the protection of the Bankruptcy Court.
Comparison of the third quarters of 2002 to 2001
The Company's activities in the third quarters of 2002 and 2001 consisted of attempting to find a financial partner to avoid filing for bankruptcy. In addition, Gregory A. McAndrews, who paid all of the expenses of the Company, pursued litigation against former officers and directors Dominic Orsatti and John Holt Smith to enforce a common stock buy-sell agreement and a voting trust agreement that Mr. Orsatti and Mr. Smith each signed and failed to honor.
Comparison of the third quarters of 2002 to 2001, 2000, 1999, 1998 and 1997
The Company's activities during the third quarter of 2002 were to find a financial partner. Until January 1, 1998, the Company developed products, licensed cable affiliates and negotiated acquisitions of rights to various children's television programs. Revenues were down in 1998 versus 1997 due to the fact that cable affiliates did not renew their license agreements when all specified conditions had been met.
The term of office of each officer of the Company is at the pleasure of the Company's board. Former directors and officers Dominic Orsatti and John Holt Smith were removed from office for cause by a court-approved action on September 29, 1999. On or before December 31, 2000 the new board of directors and shareholders with voting control of more than a majority of shares reaffirmed this decision at a board meeting and a special meeting of shareholders. In 2001, the court rescinded the order to remove Orsatti and Smith, but did not overturn the actions of the special shareholders meeting naming the new board.
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Current CEOs COMMON shares:
(3) 60,000 shares were approved by the former board for Greg McAndrews & Associates for previous fees and a pledge of stock that were never paid for financial public relations services prior to 1999. Mr. McAndrews assigned those shares to AcquiCorp, Inc. and to a voting trust for which he is the trustee. 600,000 shares were approved by the former board for AcquiCorp, Inc. in connection with acquisition/merger activities to be granted when and if a financial partner was arranged by AcquiCorp, Inc. On December 31, 2000, the new board and shareholders representing voting control of more than a majority of the stock voted to reaffirm this action and to allow AcquiCorp, Inc. to vote these shares in a voting trust for which Mr. McAndrews acts as trustee.
Gregory A. McAndrews, Ind. And as trustee for a UTMA 6,500
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Item 3. Legal Proceedings
The Company is currently involved in the following legal matters:
The Company, Dominic Orsatti and John Holt Smith are defendants in Case No. A405069 in Dept. No. XVII in the in the District Court of Clark County, Nevada, entitled AcquiCorp, Inc., a Nevada Corporation, and Gregory A. McAndrews vs. Olympic Entertainment Group, Inc., at the time a revoked Nevada corporation, and Dominic Orsatti and John Holt Smith, Individually, and as trustee of Olympic Entertainment Group, Inc., at the time a revoked Nevada corporation.
The Complaint alleged, among other things, that Mr. Orsatti and Mr. Smith allowed Olympic to become a revoked corporation, did not honor a signed stock buy-sell agreement and a signed voting trust agreement to sell their stock to AcquiCorp, Inc. and resign as directors so that AcquiCorp, Inc. could proceed with finding a suitable financial partner to avoid bankruptcy for Olympic Entertainment Group, Inc. The suit also seeks to restrain Mr. Orsatti and Mr. Smith from performing any actions which might destroy shareholder value for Olympic Entertainment Group, Inc.
http://courtgate.coca.co.clark.nv.us:8490/DistrictCourt/asp/Summary.asp
Case 99-A-405069-C Status ACTIVE
Plaintiff Acquicorp Inc Attorney Springer, Norman H.
Defendant Olympic Entertainment Group Inc Attorney Ellsworth, Keen L.
Judge Leavitt, Michelle Dept. 12
Filed Date 06/25/1999 Closed Date
Last Hear 11/25/2002 For DEFT OLYMPIC/ORSATTI'S MTN TO ASSOCIATE COUNSEL (JAMES ROSS - CA) /15
Outcome GRANTED
Next Hear For
Pre-trial 11/12/2002 at 09:01 AM Trial
Disposed Disposition
Consolidated
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Previous CEOs COMMON shares:
Table 1 - Common Stock
Name and Address Number of Shares of Percentage
of Beneficial Owner Common Stock Owned(1) of Ownership
Dominic Orsatti(2) 800,000 26.90 Percent
2550 E. Desert Inn Road #338
Las Vegas, Nevada 89121
Nevada Entertainment Partners, Ltd.(2) 800,000 26.90 Percent
2550 E. Desert Inn Road #338
Las Vegas, Nevada 89121
John Holt Smith 8,000 .0027 Percent
1925 Century Park East #1600
Los Angeles, California 90067
All Directors and Officers as a Group (3) 808,000 27.1772 Percent
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned, subject to
applicable community property laws.
(2) Includes Nevada Entertainment Partners, Ltd., and Dominic Orsatti, the
managing general partner thereof, who together constitute a "group," as
that term is defined in Section 13D of the Securities Exchange Act of 1934,
as amended.
(3) Three individuals.
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Table 2 - Series "C" Preferred Shares
Number of Series "C" Percent of
Name and Address Preferred Shares(1) Class
Dominic Orsatti(2) 12,000 36.58%
2550 East Desert Inn Road, Suite 338
Las Vegas, Nevada 89121
Nevada Entertainment Partners Ltd.(2) 12,000 36.58%
2550 East Desert Inn Road, Suite 338
Las Vegas, Nevada 89121
John Holt Smith 8,000 24.39%
1925 Century Park East #1600
Los Angeles, California 90067
All Directors & Officers
as a group (3) 20,000 60.97%
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned, subject to
applicable community property laws.
(2) Includes Nevada Entertainment Partners, Ltd. and Dominic Orsatti, the
managing general partner hereof, who together constitute a "group," as that
term is defined in Section 13D of the Securities Exchange Act of 1934, as
amended.
(3) Three individuals.
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Table 3 - Series "D" Preferred Shares
Number of Series "D" Percent of
Name and Address Preferred Shares(1) Class
Dominic Orsatti(2) 98,000 100%
2755 East Desert Inn Road, Suite 200
Las Vegas, Nevada 89121
Nevada Entertainment Partners Ltd.(2) 98,000 100%
2755 East Desert Inn Road, Suite 200
Las Vegas, Nevada 89121
All Directors & Officers
as a group (3) 98,000 100%
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Library. Assets of nearly $1 MILLION dollars
Note 6. FILM LIBRARY
At December 31, 2001, the Company's film library consisted of the following:
License costs $ 912,935
Mastering costs 43,235
---------
956,170
Less accumulated amortization (956,170)
---------
$ -
The Company still owns many programs outright and has multi-year licenses to others. To date, each series of programs is aimed at the 11/2- to 6-year-old audience, assisting them in their preparation for school. The Company owns outright or licenses under long-term leases each of the following programs.
Olympic Entertainment Group, Inc. Library of Programming
The Shari Show
26 1/2 hour episodes
The Shari Show takes place in the TV station called Bearly Broadcasting where all of the positions are manned by puppets. Shari Lewis is the secretary to the station manager, Mr. Bearly. As they put on the full range of typical shows at Bearly Broadcasting, human interaction and value judgments are explored and revealed. More than an entertainment show for children of all ages, The Shari Show stimulates children's senses of curiosity and humor, which creates involvement... a basic measurement of the educational process. Shari Lewis and The Shari Show have won seven (7) Emmys, the Peabody award and numerous other prestigious awards for excellence. Programming on license.
Bill Cosby's PicturePages
80 1/2 hour episodes
Bill Cosby's PicturePages, winner of a Golden Globe award and Gold Medalist of the International Film Festival of New York, helps children develop important skills like following directions, drawing, hand-eye coordination, clear thinking and numbers. PicturePages is the epitome of educating children with love and laughter. Bill Cosby's unique approach, which delights children and adults, is recommended by the National Education Association. Programming on license.
Dusty's Treehouse
260 1/2 hour episodes
Dusty's Treehouse is a children's show designed for ages 2-6. The show uses both adult and children mixed with puppets. Winner of eight (8) Emmys and the coveted George Foster Peabody award, Dusty's Treehouse is very entertaining, while at the same time teaches children how to cope when someone was injured, what love is, to look both ways when crossing the street, never let strangers into the house and other social and practical skills for dealing with today's world. Owned by the Company.
Achievements in African-American History 10 1/2 hour programs
Achievements in African-American History documents in a ten part series, the historical achievements of black women and men in the fields of literature and poetry, cinema, religion, medicine and science. This series features noted black personalities such as Abbey Lincoln, Roscoe Lee Browne, Brock Peters and Lou Gossett, Jr., who document through narration, dramatic scenes and readings, some of the important historical contributions made by African- Americans. Owned by the Company.
Hot Fudge
75 1/2 hour episodes
Hot Fudge is the recipient of two national honors, the Action for Children's Television Award for Outstanding Contribution to Mental Health Programming for children, and the San Francisco State College Excellence in Broadcasting Award. This nationally recognized program that combines live action and a delightful cast of puppets with lessons, music and fun. Join the Hot Fudge Gang as they learn about the complexities of relationships, friendship, self-esteem, feelings, and cooperation, among many others, through song, live action skits, and game shows. Each energetic show follows a single theme with engaging dialogue and lively performances. Owned by the Company.
KidStreet
130 1/2 hour episodes
This highly exciting game show for children is also family oriented. Three pairs of siblings, the red team, the blue team and the green team, vie for victory and prizes by guessing how one sibling will answer a set of questions. Points are awarded for correct answers and the team with the most points wins the chance to solve the final puzzle. The show motivates kids to learn problem-solving skills and to better understand their sisters and brothers. Programming on license.
Coming To Ametrica
2 1/2 hour episodes
Coming to Ametrica is a combination of live action and animation designed to teach children as well as adults the metric system of weights and measures. In this series, a spaceship kidnaps Admiral Gordon and six young people who have been chosen to teach America the metric system of measurements. While detained aloft in the spaceship the Admiral and his young crew learn everything there is to know about the metric system. The spaceship computer uses lively and entertaining animation to teach the skeptical Americans about liters, meters, and grams. They learn that the metric system is used worldwide, and that once understood, it is easier to use than gallons, yards and pounds. The series is fun, entertaining and most of all, highly educational. Owned by the Company.
Metric Series
38 15 minute episodes
(approximately 600 minutes of animation)
A series of animation programs designed to teach children, as well as adults, the metric system of weights and measures. The Metric Series features a mild mannered character named Newton Joule who, when conversion problems arise, turns into the superhero Metric Man to teach children about liters, meters and grams. They learn the metric system is used worldwide, and that once understood, it is easier to use then gallons, yards and pounds. The series is fun, entertaining and most of all, highly educational.
Scott McGrout Inside Out
1 30 minute special
A highly informative and entertaining film on body awareness. This beautifully animated story introduces Scott McGrout who takes a fascinating journey through the human body. This film teaches the child how important each part of the body is and how each part works together to keep the body healthy and strong. Owned by the Company.
Kerchoo - What Really Happens When You Catch A Cold 1 10 minute film short
In this imaginative film, Scott McGrout learns about the common cold. Experiencing cold spells and sneeze quakes, Scott and the viewer watch the body fight off Elvirus and her vacation companion, Common Cold. Owned by the Company.
Rod Rocket
135 5 minute episodes (675 minutes of animation)
The exciting adventures of two astronauts in outer space in wonderful animation. Owned by the Company.
Feature Length Movies
Fifteen movies with Tarzan, Abbott and Costello, Danny Kaye and Shirley Temple, among others.
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Evidence Links:
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001108890%252D02...
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001000096%252D99...
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