Olympus Ventures, Inc.
                                       Unaudited Consolidated Balance Sheet
                                                    At 3-31-97


CURRENT ASSETS                               MAR 31               JUN 30
                                             1997                 1996
CASH                                         $-0-                 $844
ACCOUNTS RECEIVABLE                          15,820
INVENTORY                                                         9,966
PREPAID EXPENSES & OTHER CURRENT ASSETS                           1,028

TOTAL                                        15,820               11,838
                                             -------              -------

PLANT & EQUIP. (NET OF DEPRECIATION)         $1,315,324           $1,320,902

OTHER ASSETS

SECURITY DEPOSIT                             19,808               19,808

TOTAL ASSETS                                 1,350,952            1,352,548
                                             -----------          ----------




             LIABILITIES & SHAREHOLDERS' EQUITY

                        LIABILITIES

ACCOUNTS PAYABLE                             116,007              551,230
TAX PAYABLE
NOTES PAYABLE                                250,000              378,830
BANK OVERDRAFT                               22,360               28,214
SHAREHOLDERS LOANS                           55,000               129,894

TOTAL                                        443,367              1,088,168


                    SHAREHOLDERS' EQUITY

CAPITAL STOCK                                2,426                966
PAID IN CAPITAL                              19,084,108           18,662,486
ACCUMULATED DEFICIT                          (18,178,949)         (18,399,072)

TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY                         1,350,952            1,352,548


           Note: Please read the accompanying notes.



<PAGE>




                    OLYMPUS VENTURES, INC.
        Unaudited Consolidated Statement of Operations
                         At 3-31-97


                                             MAR 31               JUNE 30
                                             1997                 1996

RECEIPTS                                     $274,049             $1,003,426
DEBT FORGIVENESS                             70,000

COST OF SALES                                8,031                1,395,317
                                             ---------            ----------

GROSS MARGIN                                 336,018              391,891
                                             ---------            -----------

OVERHEAD
OPERATING EXPENSE                            311,515              630,872
INTEREST                                     5,400                47,189
DEPRECIATION                                 5,578                22,310
AMORTIZATION                                                      4,444,236
WRITE-OFF OF LICENSE                                              200,000
LOSS ON DISPOSAL OF PROPERTY,
PLANT, AND EQUIP.                                                 515,000
CONSULTING SERVICE                                                8,693,233
WRITE OFF OF INVESTMENT IN C.E.A. LINES                           3,354,068

TOTAL                                        322,493              19,279,915
                                             ----------           -----------


PROFIT/LOSS FOR PERIOD                       13,525               (18,276,489)
                                             ---------            ------------

Note: No provision for income tax made, due to a loss carry
forward available for above profit.

Please read accompanying notes.


<PAGE>




                   Olympus Ventures, Inc.
        Unaudited Consolidated Statement of Cash Flow


Cash Flow from Operations                     Mar 31, 1997        Mar 31, 1996
-------------------------                     --------------      ------------

Cash Received                                 $274,049            $96,201
Cash from Previously Reported Sale of Stock   125,857
Cash Paid to Suppliers & Employees            (319,546)           (103,011)
Interest Paid                                 (5,400)

         Net Cash provided by Operations      74,960
                                              -------

Cashflow From Investing Activities

Loans from Shareholder
Investment in subsidiaries                    (117,509)

         Net Cash provided by Investment      (117,509)

Cashflow from Financing Activities
Proceeds from short term loan

Net Increase (Decrease)in Cash                (   42,549 )        ( 6,810 )
------------------------------                ------------        ---------
Equivalents
-----------



<PAGE>



                   OLYMPUS VENTURES, INC. AND SUBSIDIARIES
            NOTE TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                          PERIOD ENDING MARCH 31, 1997

Note 1             Organization And Acquisitions:

During the quarter ending March 31, 1997 there has been no new
acquisitions. The organization consist of Olympus Ventures, Inc.
(the holding company ) and three subsidiaries, Olympus Mills USA,
Baron's Internacional, S.A. and H & D Fashions S.A. All
subsidiaries have been disclosed in the June 30, 1996 Form 10-K.

Note 2            Summary of Significant Accounting Policies:

(a) Principles of Consolidation:

The consolidated financial statements include the accounts of
Olympus Ventures, Inc., (the Company) and its wholly-owned
subsidiaries, Olympus Mills USA, Inc. ("Olympus") Baron's
Internacional, S.A. ("Barons"), and H&D Fashions, S.A. ("H&D").
All material intercompany balances and transactions have been
eliminated.

(b) Use of Estimates:

In  preparing  financial   statements  in  accordance  with  generally  accepted
accounting principles, management makes certain estimates and assumptions, where
applicable,  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements,  as well as reported  amounts of revenues  and  expenses  during the
reporting  period.  While  actual  results  could  differ from those  estimates,
management does not expect such variances,  if any, to have a material effect on
the financial statements.

(c) Concentration of Credit Risk:

Financial  instruments that potentially  subject the Company to concentration of
credit risk consist principally of accounts receivable.

(d) Inventories:

Inventories, which consist primarily of goods held for resale, are stated at the
lower of cost (first-in, first-out method) or market.

(e) Property, Plant and Equipment and Depreciation:

Property,  plant and equipment are reflected at cost.  Depreciation  is provided
using the straight-line method as follows:


<PAGE>



Office equipment                                          5 years
Other equipment                                      7-10 years

(f) Income Taxes:

The Company follows Statement of Financial  Accounting  Standards No. 109 ("SFAS
109"),  "Accounting for Income Taxies",  which requires the Company to recognize
deferred tax assets and liabilities for future tax consequences  attributable to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their  respective tax basis. In addition,  SFAS 109 requires
recognition of future tax benefits such as net operating loss carryforwards,  to
the  extent  that  realization  of  such  benefits  is  more  likely  than  not.
Accordingly,  the Company has established a 100% valuation allowance against the
deferred tax assets of approximately  5,400,000,  resulting principally from net
operating loss carryforwards,  until it is more likely than not that the Company
will realize  taxable  income.  At March 31, 1997 the Company has  available net
operating loss  carryforward of approximately  13,588,714,  which will expire in
various years through 2011.

(g) Goodwill:

The Company's  policy is to amortize costs in excess of net assets acquired over
the estimated benefit period not to exceed forty years.

The Company  periodically  reviews the valuation and amortization of goodwill to
determine   possible   impairment  by  comparing  the  carrying   value  to  the
undiscounted  future  cash  flows of the  related  assets,  in  accordance  with
Statement of Financial  Accounting Standards ( SFAS) No. 121, Accounting for the
impairment of Long-lived Assets and for Long-lived assets to be Disposed.

(h) Cash and Cash Equivalents:

For purposes of the statements of cash flows,  the Company  considers all highly
liquid  investments with an original maturity of three months or less to be cash
equivalents.

(i) Foreign Currency Transaction:

The value of the United States  dollar  changes  constantly on foreign  currency
exchanges.  Since the  Company  transacts  business  in other  countries,  these
fluctuations   affect  the  Company's   consolidated   financial   position  and
consolidated results of operations.

Generally,  foreign  subsidiaries  translate their assets and  liabilities  into
United  States  dollars  at current  exchange  rates in effect of the end of the
fiscal  period.  The gains and losses that  result  from this  process are to be
shown in the foreign currency


<PAGE>



translation adjustment account in the stockholders' equity section
of the consolidated balance sheets.

The revenue and expense  accounts of foreign  subsidiaries  are translated  into
United State  dollars at the average  exchange  rate that  prevailed  during the
period.  Therefore,  the  United  States  dollar  value  of  these  items on the
consolidated statements of operations fluctuates from period to period depending
on the value of the dollar against foreign currencies.

Foreign currency translation  adjustments were immaterial for the quarter ending
March 31, 1997.

(j) Loss per Common Share:

Loss per share has been computed on the basis of the weighted  average number of
common shares outstanding during each period presented  (retroactively  adjusted
for the 1 for 10 reverse  split in September  1995 and a 1 for 30 reverse  stock
split in January 1997 (see Notes 6 & 8a) respectively).

Note 3             Going Concern:

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
operating  losses and has used  substantial  amounts  of working  capital in its
operations.  At March 31, 1997 current  Liabilities  exceeded  current assets by
$427,547,  and the  accumulated  deficit  aggregated  18,178,949.  Management is
currently in discussion with several entities to obtain additional financing for
the Company.  The  Company's  ability as a going  concern is dependent  upon the
ability of management to obtain sufficient  financing,  and ultimately achieving
profitability.

Note 4             Loans Payable-Shareholders:

Loans payable to shareholders  consist of unsecured,  interest free loans in the
amount of $55,000. These loans have no fixed repayment terms.

Note 5             Long-term Debt:


At March 31 1997 the principal amounts due are as follows.

Loan payable in nine monthly installments of $5,982 including
interest at 18% per annum, maturing in February 1998.   This loan
is secured by machinery and equipment.   $50,000


<PAGE>


Loan in the original amount of $ 200,000 with payments of interest only at prime
pus 2% per annum for the first seventeen  months and a final balloon payment and
all unpaid interest plus the original principal amount due March 1998. This loan
is secured by machinery and equipment. $200,000

Total long-term debt                                 $250,000
Less: current maturities                             $ 71,784
Balance                                              $178,216

At March 31, 1997 the annual scheduled  principal payments of long term debt are
$ 71,784 and $178,216 for each of the next two years, respectively.

Note 6             Shareholders Equity (Deficit):

Refer to June 30, 1996 Form 10-K, filed March 27, 1997.

Note 7             Economic Dependency and Foreign Operations:

At March 31, 1997 total assets located in foreign countries were as follows:

Country                                              Amount

Nicaragua                                            $618,164
Dominican Republic                                   $307,185

Note 8             Subsequent Events:

(a)      Common Stock Split:

None

(b)       Share Issuances:

During  April 4, 1997 the Company  registered  2,000,000  shares of common stock
pursuant to a Form S-8  registration  statement.  At the time of this filing the
Company had issued 1,656,680 shares for compensation.


<PAGE>