SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                AMENDMENT NO.1 TO
                                   FORM 10-KSB


          (X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                      For the year ended December 31, 2003

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission file #: 33-87714

                        OLYMPIC ENTERTAINMENT GROUP, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                       88-0271810
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

     1900 Avenue of the Stars, Suite 1450, Los Angeles, CA            90067
     ----------------------------------------------------           --------
     (Address of principal executive offices)                     (Zip Code)

                  Registrant's telephone number: (310) 277 1250

           Securities registered pursuant to Section 12(b) of the Act:

        Common Stock $0.01 Par Value                        NONE
               --------------                       ---------------------
              (Title of Class)                     (Name of Each Exchange
                                                    on Which Registered)

           Securities registered pursuant to Section 12(g) of the Act:

        Common Stock $0.01 Par Value                        NONE
              --------------                        ---------------------
             (Title of Class)                      (Name of Each Exchange
                                                    on Which Registered)

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 Exchange 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. (1) Yes X   No    (2) Yes   X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

At December 31, 2003 there were 3,297,785 shares of common stock outstanding.
The aggregate market value of the common stock held by non-affiliates of the
registrant (i.e., excluding shares held by executive officers, directors and
control persons as defined in rule 405).

Documents incorporated by reference: None.



                                       1
<PAGE>



                                     PART I

Item 1. Business

(a) General Development of Business

Olympic Entertainment Group, Inc. (the "Company") was a multimedia educational
company and was incorporated on May 21, 1987 in Nevada. The Company was
originally formed to finance, produce, co-produce and distribute motion pictures
and television shows and pursued various opportunities through 1993, when the
Company's management decided to focus upon the development of a cable television
network for the distribution of children's nonviolent television programming.
From 1993 through 1995 the Company developed this concept and in 1995, launched
the Children's Cable Network ("CCN"). Through 1997, the Company had success in
several markets but ceased operating in June 1998.

Item 2. Properties

The Company presently neither owns nor leases space, and is provided sufficient
space free of charge by John Holt Smith, director and secretary to conduct its
present level of activity.

Item 3. Legal Proceedings

The Company is currently involved in the following legal matter:

The Company, Dominic Orsatti and John Holt Smith received a unanimous jury
verdict in their favor in Case No.A405069 in Dept. No. XVII in the in the
District Court of Clark County, Nevada, entitled AcquiCorp, Inc., and Gregory A.
McAndrews vs.Olympic Entertainment Group, Inc., Dominic Orsatti and John Holt
Smith, individually. The trial was held on January 6, 2004 at the conclusion of
which the jury awarded a judgment against Gregory A McAndrews and Acquicorp for
$390,000 for fraud, and a restraining order against any further action by
McAndrews or Acquicorp with the Company or its shareholders. All agreements
entered into between the Company and Gregory A. McAndrews and/or Acquicorp, Inc.
became void and of no further force and effect. Mr. McAndrews filed an appeal
which is believed by management to be without any merit. Management intends to
vigorously seek to collect on the judgment.

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

No matters were submitted to a Vote if security holders during the period of
this report.

PART II

Item 5. Market for Registrant's Common Equity & Related Stockholder Matters

(a)  Market Information

         Our common stock began trading on the OTC-Bulleting Board April, 1996
under the symbol OYMP. The stock currently trades under OYMPE. There is a
limited trading market for our common stock and a regular, more active trading
market may not develop, or if developed, may not be sustained. Therefore, in all
likelihood, a shareholder may only be able to resell a relatively limited number
of shares in any single trading day. One April 27 , 2004, the latest reported
sales price of our common stock was $ .18 per share and the volume of shares
bought and sold was reported to be 5,000 shares.


                                       2
<PAGE>

OTC Bulleting Board Considerations

The OTC Bulleting Board is separate and distinct from the NASDAQ stock market.
NASDAQ has not business relationship with issuers or securities quoted on the
OTC Bulletin Board. The SEC's order handling rules, which apply to NASDAQ-listed
securities, do not apply to securities quoted on the OTC Bulleting Board.

Although NASDAQ stock market has rigorous listing standards to ensure the high
quality of its issuers, and can delist issuer for not meeting those standards,
the OTC Bulletin Board has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application, and is
obligated to comply with keeping information about the issuer in its files. The
NASD cannot deny an application by a market maker to quote the stock of a
company. The only requirement for inclusion in the bulleting board is that the
issuer be current in its reporting requirements with the SEC.

Investors may have greater difficulty in getting orders filled because our stock
trades on the OTC Bulletin Board rather than on NASDAQ. Investor's orders may be
filled at a price much different than expected when an order is placed. Trading
activity in general is no conducted as efficiently and effectively as with
NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulleting Board securities.
Investors do not have direct access to the bulleting board service. For
bulleting board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulleting board,
they are conducted via telephone. IN times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
(an order to buy or sell a specific number of share at the current market price)
it is possible for the price of a stock to go up or down significantly during
the lapse of time between placing a market order an getting execution.

(b)  Holders

[to be provide later)
OTC Bulletin Board Considerations

(c)  Dividends

     (1) There have never been any dividends declared by the Registrant. (2)
     Registrant's losses do not currently indicate the ability to pay cash
     dividends.

                                       3
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The Company has had no operations since June 1998 and continues 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, terminated by mutual consent on April 1,
1998; and (iii) the failure of a program to produce significant new revenue from
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. The directors are 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 2003 to 2002

The Company's activities of 2003 and 2002 consisted of attempting to find a
financial partner to avoid filing for bankruptcy.

Comparison of 2002 through 2003

The Company's activities from 2002 through 2003 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 Company ceased licensing and other activities in
June, 1998.

Capital Resources & Sources of Liquidity in 2003, 2002:

During 2003 and 2002, working capital remained inadequate due to lack of
activity. The Company was maintained by Gregory A. McAndrews, who acted as the
president and a director.

Until January 1, 1998, cash requirements were for operating expenses, primarily
labor and general and administrative expenses, and for the acquisition of rights
to additional television series licensing.

Major customers

The Company had no major customers in 2002 and 2003.

Employment Contract

During 1998, Dominic Orsatti (former president and director) and the Company
mutually agreed to terminate a five-year compensation agreement entered into on
January 15, 1997.


                                       4
<PAGE>

Item 7. Financial Statements

Financial statements included under Item 13(a) and may be found at pages F-1
through F-10.




                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
    Olympic Entertainment Group, Inc.
    Las Vegas, Nevada

We have audited the accompanying balance sheet of Olympic Entertainment Group,
Inc. as of December 31, 2003, and the related statements of expenses, changes in
stockholders' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of Olympic Entertainment Group's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 Olympic Entertainment Group,
Inc. as of December 31, 2003, and the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.



MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

April 9, 2004



                                      F-1
<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
 Olympic Entertainment Group, Inc.

We have audited the statements of expenses, changes in stockholders' deficit and
cash flows for the year ended December 31, 2002. These financial statements are
the responsibility of Olympic Entertainment Group's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 results of Olympic Entertainment Group's operations
and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.



James E. Scheifley
Certified Public Accountant
Denver, Colorado

March 26, 2003



                                      F-2
<PAGE>




                        OLYMPIC ENTERTAINMENT GROUP, INC.
                                  BALANCE SHEET
                                December 31, 2003





ASSETS                                                              $         -
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable                                                $    31,763
    Accrued expenses                                                    342,185
    Officer advances                                                     84,924
                                                                    -----------
    Total current liabilities                                           458,872
                                                                    -----------

Commitment

STOCKHOLDERS' DEFICIT

    Preferred stock, $.01 par value, 5,000,000
       total shares authorized:
       - 10% cumulative convertible, $.01 par value,
         650,000 shares authorized, none issued and
         outstanding, liquidating preference $1 per share                     -
       - convertible, 40,000 shares authorized, none issued
         and outstanding, liquidating preference $10 per
         share (Series C)                                                     -
       - convertible, 98,000 shares authorized, 98,000
         issued and outstanding, liquidating preference
         $3 per share(Series D)                                         196,000
    Common stock, $.01 per value, 20,000,000 shares
       authorized, 3,297,785 shares issued and outstanding               32,978
    Additional paid in capital                                        3,769,237
    Retained deficit                                                 (4,457,087)
                                                                    -----------
       Total Stockholders Deficit                                      (458,872)
                                                                    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                   $         -
                                                                    ===========






See summary of significant accounting policies and notes to financial
statements.

                                      F-3
<PAGE>



                        OLYMPIC ENTERTAINMENT GROUP, INC.
                             STATEMENTS OF EXPENSES
                     Years Ended December 31, 2003 and 2002



                                                      2003              2002
                                                   -----------       ----------
General and administrative expense                 $     7,829       $   17,741
Interest expense                                        37,013           37,013
Debt forgiveness income                             (1,058,317)               -
                                                   -----------       ----------
       NET INCOME (LOSS)                           $ 1,013,475       $  (54,754)
                                                   ===========       ==========

Basic and diluted net income (loss) per
    common share                                   $       .31       $     (.02)
Weighted average common shares outstanding           3,297,785        3,002,785





See summary of significant accounting policies and notes to financial
statements.
                                      F-4
<PAGE>





                        OLYMPIC ENTERTAINMENT GROUP, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
                     Years Ended December 31, 2002 and 2003


<TABLE>
<CAPTION>
                                             Preferred Stock                    Common Stock
                                         ----------------------           -----------------------
                                         Shares          Amount           Shares           Amount
                                         -------         ------           ------           ------
<S>                                        <C>             <C>             <C>               <C>
Balances at December 31, 2001
(Restated)                                98,000     $  196,000        3,297,785        $  32,978

Net loss                                       -              -                -                -
                                         -------         ------           ------           ------

Balances at December 31, 2002             98,000        196,000        3,297,785           32,978


Net income                                     -              -                -                -
                                         -------         ------           ------           ------

Balances at December 31, 2003             98,000     $  196,000        3,297,785        $  32,978
                                         =======         ======          =======           ======
</TABLE>



See summary of significant accounting policies and notes to financial
statements.
                                      F-5
<PAGE>




                        OLYMPIC ENTERTAINMENT GROUP, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
                     Years Ended December 31, 2002 and 2003



                                    Additional
                                      Paid In
                                     Capital        Deficit          Totals
                                   ------------   -------------    -----------

Balances at December 31, 2001
(Restated)                         $  3,769,237   $  (5,415,808)   $ (1,417,593)

Net loss                                      -         (54,754)        (54,754)
                                   ------------   -------------    ------------

Balances at December 31, 2002         3,769,237      (5,470,562)     (1,472,347)

Net income                                    -       1,013,475       1,013,475
                                   ------------   -------------    -------------

Balances at December 31, 2003      $  3,769,237   $  (4,457,087)   $   (458,872)
                                   ============   =============    =============





See summary of significant accounting policies and notes to financial
statements.
                                      F-6
<PAGE>




                        OLYMPIC ENTERTAINMENT GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2003 and 2002


                                                      2003              2002
                                                   -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                              $ 1,013,475       $  (54,754)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Debt forgiveness                            (1,058,317)
      Changes in:
        Accrued expenses                                37,013            37,013
                                                   -----------       ----------
NET CASH USED IN OPERATING ACTIVITIES                   (7,829)         (17,741)
                                                   -----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Advances by an officer                               7,829           17,741
                                                   -----------       ----------
NET CHANGE IN CASH                                           -                -

CASH BALANCES
    -Beginning of period                                     -                -
                                                   -----------       ----------
    -End of period                                 $         -       $        -
                                                   ===========       ==========

SUPPLEMENTAL DISCLOSURES
    Interest paid in cash                          $         0       $        0






See summary of significant accounting policies and notes to financial
statements.
                                      F-7
<PAGE>





                        OLYMPIC ENTERTAINMENT GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations and organization. Olympic Entertainment Group ("Olympic")
was incorporated in Nevada on May 21, 1987. Olympic ceased operating during the
first quarter of 1998.

Cash and cash equivalents. For purposes of the statements of cash flows, cash
equivalents include all highly liquid investments with original maturities of
three months or less.

Use of Estimates. The preparation of these financial statements in conformity
with accounting principles generally accepted in the United States of America
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 amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Income taxes. Olympic recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Olympic provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

Basic and diluted net income (loss) per share calculations are presented in
accordance with Financial Accounting Standards Statement 128, and are calculated
on the basis of the weighted average number of common shares outstanding during
the year. They include the dilutive effect of common stock equivalents in years
with net income. Basic and diluted loss per share is the same due to the absence
of common stock equivalents.

Recently issued accounting pronouncements. Olympic does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on
Olympic's results of operations, financial position or cash flow.

Restatements were made to the year ending December 31, 2001. See note 5 for
details.

Certain amounts in financial statements of prior years have been reclassified to
conform to the presentation of the current year for comparative purposes.


NOTE 2 - OFFICER ADVANCES

In 2003 and 2002, Olympic's officers paid $7,829 and $17,741, respectively, of
Olympic's expenses. The amounts are due on demand.



                                      F-8
<PAGE>


NOTE 3 - INCOME TAXES

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2003,
are as follows:


       Deferred tax asset                                       $ 780,000
       Less:  valuation allowance                                (780,000)
                                                                ---------
       Net current deferred tax assets                          $       0
                                                                =========


Olympic has net operating loss carryforwards of approximately $2,300,000 as of
December 31, 2003. Available carryforwards expire 15 to 20 years from when
incurred.


NOTE 4 - DEBT FORGIVENESS

Olympic's legal counsel determined that third party collection attempts on the
obligations listed below are barred by Nevada's Statute of Limitation because of
their age, lack of prior collection attempts and the absence of agreement by
Olympic to extend their due dates. The following amounts were written off to
debt forgiveness income as of December 31, 2003:

                  Accounts payable                                $  588,166
                  Accrued expenses                                   298,364
                  Notes payable                                      171,787
                                                                  ----------
                  Total                                           $1,058,317
                                                                  ==========


NOTE 5 - RESTATEMENTS

In 2004, management discovered several stock issuances prior to 2001 were
reported improperly. The restatements are as follows:

o        32,800 shares of series C preferred stock were retired which decreased
         preferred stock and increased additional paid in capital by $65,600
o        473,233 shares of common stock were issued for services valued at
         $47,323 which increased common stock, additional paid in capital and
         retained deficit by $47,323
o        $203,000 in redeemable preferred stock was retired which decreased
         redeemable preferred stock and increased additional paid in capital by
         $203,000
o        $61,950 in subscription receivables were written off which decreased
         subscription receivable and increased additional paid in capital by
         $61,950

All restatements were as of December 31, 2001.


                                      F-9
<PAGE>

NOTE 6 - COMMITMENT

Olympic's offices are in the office of a director pursuant to an oral agreement
on a rent free month to month basis.


NOTE 7 - SUBSEQUENT EVENTS

On January 5, 2004, Olympic's board of directors approved the following:

   o     Cancel 666,500 common shares issued to the prior president for breach
         of contract; A settlement was reached in April 2004 whereby Olympic
         issued 65,000 shares of common stock to the former president and all
         parties agreed to a full release of all obligations on both sides
   o     Issuance of 16,200,000 common shares to four individuals: 8 million to
         a director for $250,000 of debt; 8 million to a
         director for $100,000 of debt; 200,000 to two individuals for services
   o     1:8 reverse split of series C preferred stock
   o     Cancel 24,000 series C preferred shares
   o     Add conversion feature to series D preferred stock; Up to 40,000 can be
         converted on a 25 shares of common for each preferred share basis when
         the Olympic obtains contracts with 100 broadcast affiliates

On February 17, 2004, Olympic issued 240,000 shares to four individuals for
services.



                                      F-10
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

There were no changes or disagreements with accountants on accounting and
financial disclosures during the period of this report..

Item 8A.  Controls and Procedures

Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed
under the supervision and with the participation of our management, including
our chief executive officer and our chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rule 13a - 15(e) under the Securities and Exchange Act
of 1934. Based on the evaluation, our management, including the chief executive
officer and the chief financial officer, concluded that as of the date of the
evaluation our disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed in the Company's
periodic filings under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including those officers, to allow timely
decisions regarding required discloser. There have been no significant changes
in our internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect our internal control over
financial reporting during the period covered by this report. PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act of the Registrant

The following table sets forth the name, age and position held of each director
and officer of Olympic Entertainment Group, Inc. during the period of this
report:

Name                        Age       Position

Gregory A. McAndrews        57        President and Chairman
Kristi Q Litton             34        Secretary and Director
Jerry Engel                 72        Director
Kelly A. Valceanu           35        Director
Raymond Girard, Jr.         30        Director




                                       5
<PAGE>


Officers and Directors

Pursuant to the Bylaws, each director shall serve until the annual meeting of
the shareholders, or until his or her successor is elected and qualified. It is
the intent of the Company to support the election of a majority of "outside"
directors at such meeting. The Company's basic philosophy mandates the inclusion
of directors who will be representative of management, employees and the
minority shareholders of the Company. Directors may only be removed for "cause".
The term of office of each officer of the Company is at the pleasure of the
Company's board. Former directors and officers were removed from office for
cause by jury verdict on January 7, 2004 namely, Gregory A. McAndrews, Kristi Q.
Litton, Jerry Engel, Kelly A. Valceanu and Raymond Girard, Jr. The new board of
directors and at a board meeting in January 2004, elected Dominic Orsatti as
President and John Holt Smith as Secretary.


BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND EXECUTIVE OFFICERS

Dominic Orsatti

Dominic Orsatti is the founder of Get Smart USA, and he has been active in the
Company since its formation in January 2000. He is the Chairman and Chief
Executive Officer of Olympic Entertainment Group, Inc. Mr. Orsatti was a former
Director of the Motion Picture Development Fund. He is a retired member of the
Writers Guild of America and a previous member of the Producers Guild of America
with over 25 years experience in educational film and television production and
financing. While President of Orsatti Productions Inc., he was responsible for
producing over 100 educational films and two best selling children's albums. Mr.
Orsatti also produced promotions films for A&M Records' and new talent releases
including Bill Withers' hit record "Lean On Me". He has received 18 educational
film awards, including four gold medals and three silver medals fro the New York
International Film and Television Festival, two Golden Babe Awards from the
Chicagoland Educational Film Festival and a first place educational category
Telly Award.

John Holt Smith

John Holt Smith is a partner of the law firm Kelly Lytton & Vann LLP. Mr. Smith
is engaged in the practice of law representing broker-dealers, individuals and
entities raising capital, as well as preparing private placements and subsequent
public offerings in a multitude of industries, including medical services and
supply, film development and production, restaurant and food service, high
technology and Internet services.

Mr. Smith was formerly a partner in the Fort Worth, Texas firm of McDonald,
Sanders, Ginsburg, Phillips, Maddox & Newkirk. As a partner, he handled
significant loan, corporate, securities and real estate transactions. Mr. Smith
later served as Vice President of the United States Trust Company of New York
and in that capacity opened the Beverly Hills, California office of the company.
Mr. Smith subsequently returned to the practice of law ultimately to head the
securities department of the Los Angeles firm of Bushkin, Gaims, Gaines & Jonas.
In that capacity Mr. Smith represented clients in the entertainment industry.

Mr. Smith holds two degrees from Vanderbilt University (B.A. 1963, LL.B. 1966);
Mitchell Scholarship. He was admitted to bar, California, 1980; Tennessee, 1966;
Texas, 1967. Mr. Smith was Law Clerk to the Honorable Weldon White, Supreme
Court of Tennessee, 1966. Admitted to practice, United States District Court,
Northern District of Texas. Practice Areas: Corporate Law, Mergers and
Acquisitions, and Securities.

Stephen Henson

Mr. Henson is a founding partner of Henson & Company, a South Pasadena based CPA
firm established in 1989. Mr. Henson has over 25 years of finance experience
including five years spent supervising audits of large, medium and small
publicly traded and privately held companies for the international accounting
firm of Arthur Young and Company, principally in the high tech industry. Mr.
Henson has also served as chief financial officer to public and closely held
enterprises. He is a graduate of the University of Southern California with a BS
in Accounting. Mr. Henson participates in numerous volunteer activities for the
benefit of children in his community, ranging from PTA committee chairman to
administration of various youth sports programs, giving him a keen understanding
of the needs of children and their teachers.


                                       6

<PAGE>


Item 10. Executive Compensation

The table below sets forth the payroll and consulting compensation for fiscal
2003 for the executive officers and directors of the Company.

Name of Individual        Capacities in Which Served            Compensation
------------------        --------------------------            ------------
Gregory A. McAndrews      President and Chairman of the Board       $-0-
Kristi Q Litton           Secretary and Director                    $-0-


Item 11. Security Ownership of Certain Beneficial Owners and Management

As of December 31, 2003 there were 3,002,785 Shares outstanding. The following
tabulates holdings of Common Shares of the Company by each person who, subject
to the above, are holders of record or are known by Management to own
beneficially more than 5% of the Common Shares and, in addition, by all
directors and officers of the Company individually and as a group.


                             Table I - Common Stock
                             ----------------------

Name and Address             Number of Shares of               Percentage
of Beneficial Owner          Common Stock Owned(1)(2)(3)       of Ownership
-------------------          --------------------------        ------------

Gregory McAndrews                660,000                           22%
Or
Acquicorp, Inc.
                                -----------                       ------
                                 660,000                           22%

All Directors and Officers as a Group    1

(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) Shares for AcquiCorp, Inc. are voting shares, but the Board has voted to not
issue the shares until, and if, a financial partner is located.

(3) The 660,000 shares issued to Gregory A. McAndrews & Associates and/or
Acquicorp, Inc. were cancelled in January, 2004, by action of the Board of
Directors pursuant to the judgment of the court voiding the contracts Acquicorp
obtained by fraud.

                                       7

<PAGE>


The following tabulates holding of Series "B", "C" and "D" Preferred Shares of
the Company owned beneficially by all directors and officers of the Company
individually and as a group.

                      Table 2 - Series "B" Preferred Shares
                      -------------------------------------


                             Number of Series "B"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----
None                                None                   None


(1) The board and a special meeting of shareholders voting more than a majority
of the shares outstanding has voted to revoke all Series "B" Preferred Shares.

                      Table 3 - Series "C" Preferred Shares
                      -------------------------------------

                             Number of Series "C"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----

None                                None                   None

(1) The board and a special meeting of shareholders voting more than a majority
of the shares outstanding has voted to revoke all of the Series "C" Preferred
Shares.

                      Table 4 - Series "D" Preferred Shares
                      -------------------------------------

                             Number of Series "D"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----

Dominic Orsatti                  98,000                   100%

Item 12 Certain Relationships and Related Transactions

Item 13. Exhibits, Financial Statements, and Reports on Form 8-K

(a) Financial statements are filed with this report as pages F-1 through F-6.

(b) Reports on form 8-K

    Form 8-K filed on

(c) Exhibits

31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of
         the Company

31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of
         the Company

32.1     Section 906 Certification by Chief Executive Officer

32.2     Section 906 Certification by Chief Financial Officer





                                       8

<PAGE>


SIGNATURES



Olympic Entertainment Group, Inc.

By:  /s/  Stephen Henson                             Date: May 6, 2004
-------------------------------
          Chief Financial Officer

NAME & POSITION

By:  /s/  Dominic Orsatti                            Date: May 6, 2004
-------------------------------
          Dominic Orsatti
          President