SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-QSB

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended December 31, 1996, or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from ______ to ______

                Commission File Number 33-42070

                     OLYMPUS VENTURES, INC.
     (Exact name of Registrant as specified in its charter)

  State of Washington                               91-1552419
(State of other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

                   3418 North Ocean Boulevard
                 Fort Lauderdale, Florida 33308
            (Address of principal executive offices)

Registrant's telephone number, including area code:(954) 565-9292

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

     The number of shares  outstanding  of the  Registrant's  Common Stock,  par
value $0.0001 per share, at March 31, 1996 was 914,401 shares.

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                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

Attached hereto.

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

Liquidity and Sources of Capital

The Registrant's  cash was $4,128 at December 31, 1996 compared to $69,436 as of
December 31, 1995. The decrease was due to a stockholder  loan to the company in
December 1995.

The new  management  is  negotiating  to obtain  necessary  operating  funds and
manufacturing  lines of credit  to  enable  its  manufacturing  subsidiaries  to
increase its production in the ensuing year.

However,  management has no firm commitments for obtaining additional capital or
that  if a  commitment  is  obtained,  it  will be on  terms  acceptable  to the
Registrant.

During the second quarter, operating capital was acquired from several sources:

1. Funds acquired from the sale of 13,100,000 shares of common stock pursuant to
Regulation S of the Securities Act of 1933;  and 2.  Manufacturing  and contract
work at the two subsidiaries.

There has been no significant  changes in the liquidity of the Registrant during
the past quarter.

Results of Operations

The Company had revenues in the second quarter of 1996 in the amount of $506,521
compared to $87,482 in the second  quarter of 1995. The Company lost revenues in
Nicaragua due to a container of fabric sent by one of its customers not clearing
customs,  leaving the  Company  with a void in  contract  work in  November  and
December.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Neither  the  Company  nor  its  subsidiaries  were  subject  to any  new  legal
proceedings during the reporting period.

Item 2.   Changes in Securities

No  constituent  instruments  defining the rights of the holders of any class of
registered securities of the Registrant have been materially modified. No rights
evidenced by any class of registered  securities have been materially limited or
qualified by the issuance or modification of any other class of securities.

Item 3.   Defaults Upon Senior Securities

There have been no material  defaults in the payment of principal,  interest,  a
sinking or purchase fund  installment,  or any other material  default not cured
within thirty days, with respect to any indebtedness of the Registrant or any of
its significant  subsidiaries exceeding five percent (5%) of the total assets of
the Registrant and its consolidated subsidiaries.

Item 4.   Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  Security  holders  during the period
covered by this Form 10-QSB.

Item 5.   Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

None.

                            SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              OLYMPUS VENTURES, INC.

Date: April 1, 1997           /s/  Gary R. Morgan
                                   Gary R. Morgan
                                   Chairman and Chief Executive Officer

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                       FINANCIAL STATEMENTS

                      Olympus Ventures, Inc.
               Unaudited Consolidated Balance Sheet
                           At 12-31-96


CURRENT ASSETS                                    Dec. 31        June 30
                                                    1996           1996
CASH                                            $   4,128       $    844
ACCOUNTS RECEIVABLE
INVENTORY                                          19,600          9,966
PREPAID EXPENSES & OTHER CURRENT ASSETS                            1,028

TOTAL                                              23,728         11,838

PLANT & EQUIP. (NET OF DEPRECIATION)            1,309,746      1,320,902

OTHER ASSETS

SECURITY DEPOSIT                                   19,808         19,808

TOTAL ASSETS                                    1,353,282      1,352,548


                LIABILITIES & SHAREHOLDERS EQUITY

LIABILITIES

ACCOUNTS PAYABLE                                  143,518        551,230
TAX PAYABLE
NOTES PAYABLE                                     250,000        378,830
BANK OVERDRAFT                                                    28,214
SHAREHOLDERS LOANS                                 55,000        129,894

TOTAL                                             448,518      1,088,168

SHAREHOLDERS EQUITY

CAPITAL STOCK                                       2,426            966
PAID IN CAPITAL                                19,470,226     18,662,486
ACCUMULATED DEFICIT                          (18,290,136)   (18,399,486)

TOTAL LIABILITIES &
 SHAREHOLDERS EQUITY                            1,353,282      1,352,548


Note:  Please read accompanying notes.

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                      OLYMPUS VENTURES, INC.
              Unconsolidated Statement of Operations
                           At 12-31-96


                                                 Dec. 31         June 30
                                                   1996           1996

RECEIPTS                                          506,521      1,003,426

COST OF SALES                                      27,100      1,395,317

GROSS MARGIN                                      479,421      (391,891)

OVERHEAD
OPERATING EXPENSE                                 374,931        630,872
INTEREST                                            3,600         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                                             384,109     19,279,915


PROFIT/LOSS FOR PERIOD                             95,312   (18,276,489)


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

Please read accompanying notes.

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                      OLYMPUS VENTURES, INC.
          Unaudited Consolidated Statement of Cash Flow
                           At 12-31-96


CASH FLOW FROM OPERATIONS                         Dec. 31        Dec. 31
                                                   1996            1995

Cash Received                                    $482,545       $

Cash Paid to Suppliers & Employees              (224,245)
Interest Paid                                    ( 3,600)

Net Cash Provided by Operations                   254,700          3,431

CASH FLOW FROM INVESTING ACTIVITIES

Loans from Shareholder                                            52,005
Shareholder Loan Repayment                       (25,000)
Investment in Subsidiaries                      (225,572)

Net Cash Provided by Investment                 (250,572)         52,005

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from short term loan

Bank Balance Dec. 31, 1996                          4,128         69,436

Bank Balance Dec. 31, 1995                         69,436

Net Increase(Decrease) in
 Cash Equivalents                                (65,308)


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             OLYMPUS VENTURES, INC. AND SUBSIDIARIES
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE PERIOD ENDING DECEMBER 31, 1996

NOTE 1 - ORGANIZATION AND ACQUISITIONS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation

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

(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
stats, 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:

Office equipment              5 years
Other equipment               7-10 years

(f)  Income Taxes

The Company follow  Statement of Financial  Accounting  Standards No. 109 ("SFAS
109"),  "Accounting  for Income  Taxes," 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 December 31, 1996, 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 Transactions

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 at the end of the
fiscal  period.  The gains and losses that  result  from this  process are to be
shown  in  the  foreign   currency   translation   adjustment   account  in  the
stockholder's equity section of the consolidated balance sheets.

The revenue and expense  accounts of foreign  subsidiaries  are translated  into
United States  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
December 31, 1996.

(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 December 31, 1996, current liabilities exceeded current assets by
$444,390 and the  accumulated  deficit  aggregated  $18,290,136.  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 consists of unsecured,  interest free loans in the
amount of $55,000. These loans have no fixed repayment terms.

NOTE 5 - LONG-TERM DEBT

At December 31, 1996, the principal amounts due are as follows:

Loan payable in fourteen monthly installments of $5,982 including
interest at 18% per annum, maturing in February 1998.  The first
payment was due August 1996.  This loan is secured by machinery
and equipment.  $50,000

Loan in the original  amount of $200,000 with payments of interest only at prime
plus 2% per annum for the first seventeen months and a final balloon payment and
all unpaid  interest plus the original  principal  amount due October 1997. This
loan is secured by machinery and equipment. $200,000

Total                    $250,000
Less current maturities    71,784
Balance                  $178,216

At December 31, 1996, 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)

On August 30, 1995, the board of directors  declared a one for ten reverse stock
split to holders of record on September  11, 1995.  The stock split  reduced the
number of shares issued and  outstanding at that time from 4,910,000 to 491,000.
See subsequent events Note 8a for additional reverse stock split.

As  discussed in the Annual  Report on Form 10-K for the period  ending June 30,
1996, the Company's books and records prior to January 1, 1996 are  unavailable.
As a result,  management  had to rely upon records  received  from the Company's
stock transfer agent to account for share activity. These records indicated that
the transfer  agent's  share balance as of July 1, 1995 showed 30,601 more share
issued than the  Company's  financial  statements,  that  5,430,833  shares were
issued for  consulting  services,  that 7,400  shares were issued  pursuant to a
private  placement,  that 66,630 shares were issued under other  issuances,  the
details on which are not  available,  and that  $1,000,000 of debt was exchanged
for 1,000,000 shares of common stock. Additional issuances were made pursuant to
acquisitions disclosed in the June 30, 1996 Annual Report on Form 10-K.

Current  management has been unable to determine whether the share  transactions
indicated  above  were made at "arms  length"  and  therefore,  whether  amounts
recorded  in  the  financial   statements   properly  reflect  the  transactions
indicated.

NOTE 7 - ECONOMIC DEPENDENCY AND FOREIGN OPERATIONS

At December 31, 1996, 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

In January 1997, the Company  effected a one for thirty (1 for 30) reverse stock
split to holders of record on January  6, 1997,  as  authorized  by the board of
directors.  Per share  data for all  periods  presented  have been  restated  to
reflect the reverse stock split.

(b)  Share Issuances

During September 1996, the Company issued 1,500,000 shares for services.  During
October and November 1996, the Company sold  13,100,000  shares  pursuant to the
exemption  from  registration  provided by section 4(2) of the Securities Act of
1933, as amended (the "Act"),  as well as  Regulation S promulgated  pursuant to
the Act.

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