0001213900-26-053704.txt : 20260508 0001213900-26-053704.hdr.sgml : 20260508 20260508122143 ACCESSION NUMBER: 0001213900-26-053704 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20260508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympic Group Inc CENTRAL INDEX KEY: 0002129106 ORGANIZATION NAME: EIN: 413107335 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12755 FILM NUMBER: 26957091 BUSINESS ADDRESS: STREET 1: 3762 ROSCOMMON DRIVE STREET 2: SUITE 137 CITY: ORMOND BEACH STATE: FL ZIP: 32174 BUSINESS PHONE: 407-329-2055 MAIL ADDRESS: STREET 1: 3762 ROSCOMMON DRIVE STREET 2: SUITE 137 CITY: ORMOND BEACH STATE: FL ZIP: 32174 1-A 1 primary_doc.xml 1-A LIVE 0002129106 XXXXXXXX Olympic Group Inc FL 2025 0002129106 6153 41-3107335 0 2 3762 Roscommon Dr., Suite 137 Ormond Beach FL 32174 407-329-2055 Jim Byrd Other 10000.00 0.00 0.00 0.00 10000.00 125.00 0.00 125.00 9875.00 10000.00 0.00 0.00 0.00 -125.00 0.00 0.00 Astra Audit and Advisory, LLC. Common 2000000 000000000 NA NA 0 000000000 NA NA 0 000000000 NA true true Tier2 Audited Equity (common or preferred stock) Y N N Y N N 2000000 2000000 0.5000 1000000.00 0.00 0.00 0.00 1000000.00 Astra Audit and Advisory, LLC 10000.00 James S. Byrd, P.A. 27000.00 963000.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR Olympic Group Incorporated Common Stock 2000000 0 2,000,000 issued to founder and initial shareholder for 10,000.00 Regulation D Rule 506(b) PART II AND III 2 ea0288033-1a_olympic.htm PRELIMINARY OFFERING CIRCULAR

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-A

 

Subject to Completion, dated May 8, 2026

 

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

 

OLYMPIC GROUP INCORPORATED

 

a Florida corporation

 

3762 Roscommon Dr., Ste. 137

Ormond Beach, FL 32174

Telephone: 407-329-2055

 

6153   41-3107335
(Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

OLYMPIC GROUP INCORPORATED

 

 

 

 

 

Maximum combined offering of $1,000,000 consisting of 2,000,000 Shares of Common Stock

 

Olympic Group Incorporated (“Olympic Group” or the “Company”) is offering a maximum amount of 2,000,000 of Common Stock (“Stock” or “Shares”) on a “no minimum/best efforts” basis (the “Offering”). This offering is being conducted on a “best-efforts” basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in an escrow, trust account or other similar arrangement. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares. This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

 

This Offering is a fixed price offering of 2,000,000 shares of common stock at the fixed price of $0.50 per share. There is currently no trading market for the shares to be sold in this Offering and there will not be a trading market for such shares upon qualification of this Offering. The offering price of the Shares has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the Shares is the fair market value of the Shares or that investors will earn any profit on them.

 

The Company’s founders, directors and executive officers own or control a majority of the Company and their holdings may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote.

 

This Offering is being made directly by the Company and is not currently being offered through an underwriter or broker dealer. As a result, the Company does not currently anticipate incurring or paying any sales commissions to any third parties for the sale of this Offering.

 

Olympic Group is a private lending and consulting company that works with small- and medium-sized businesses to provide growth and other forms of capital, including venture debt. The Company typically works with businesses seeking to grow, raise capital, or position themselves for a potential sale or public offering. In addition, the Company provides bridge and other early-stage growth capital, along with advisory services related to business growth and operations.

 

This Offering is being conducted on a “best efforts” basis, with no minimum. The following illustrates certain important information regarding the sale of this Offering.

 

 

 

   Price to
public
   Underwriting
discount or
commissions
   Proceeds to
Issuer
   Proceeds to
other
persons
 
Per Share/Unit  $0.50   $     0   $0.50   $      0 
Total Minimum  $0   $0   $0   $0 
Total Maximum  $1,000,000   $0   $1,000,000   $0 

 

For further information about the Stock being sold in this Offering please see the section entitled The Offering on page 3 below and the section entitled Terms of the Offering on page 12 below.

 

This Offering is a highly speculative investment and involves a high degree of risk. As a result, this Offering should only be considered by persons who can afford to lose their entire investment.

 

FOR MORE INFORMATION ABOUT THE RISKS ASSOCIATED WITH THIS OFFERING, PLEASE REVIEW THE “RISK FACTORS” ON PAGES 4 THROUGH 7 OF BELOW.

 

THIS OFFERING CIRCULAR FOLLOWS THE OFFERING CIRCULAR FORMAT DESCRIBED IN PART II OF SEC FORM 1-A.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

 

The date of this Offering Circular is _____, 2026.

 

 

 

ITEM 2. TABLE OF CONTENTS

 

SUMMARY   1
REGULATION A+   2
THE OFFERING   3
RISK FACTORS   4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS   9
DILUTION   10
PLAN OF DISTRIBUTION   11
USE OF PROCEEDS   11
TERMS OF THE OFFERING   12
BUSINESS   14
DESCRIPTION OF PROPERTY   14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   15
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES   18
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS   19
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS   20
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS   21
DESCRIPTION OF CAPITAL   21
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS   22
ADDITIONAL INFORMATION   24
EXPERTS   24
FINANCIAL STATEMENTS   F-1

 

i

 

This summary highlights information contained elsewhere in this Offering Circular and is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical consolidated financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to Olympic Group Incorporated.

 

SUMMARY

 

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding whether to invest in the Shares. You should carefully read this entire offering circular, including the information under the heading “Risk Factors” and all information included in this offering circular.

 

Issuer

 

Olympic Group Incorporated (“Olympic Group”) was incorporated on December 4, 2025, in the state of Florida and with its primary place of business located at 3762 Roscommon Drive, Suite 137, Ormond Beach, FL 32174.

 

Olympic Group is a business lending and consulting company that works with small and medium sized businesses to provide growth and other forms of capital, including venture debt. The Company typically works with businesses seeking to grow, raise capital, or position themselves for a potential sale or public offering. In addition, the Company provides bridge and other early-stage growth capital, along with advisory services related to business growth and operations.

 

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

 

We are an “emerging growth company”, as defined in the JOBS Act, and, for so long as we are an emerging growth company, are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to:

 

Not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

 

Not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’ report providing additional information about the audit and the financial statements;

 

Reduced disclosure obligations regarding executive compensation; and

 

Exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

We may remain an “emerging growth company” until as late as the fiscal year-end following the fifth anniversary of the completion of our IPO, though we may cease to be an emerging growth company earlier under certain circumstances, including if (a) we have more than $1.235 billion in annual revenue in any fiscal year, (b) the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 or (c) we issue more than $1.0 billion of non-convertible debt over a three-year period.

 

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  

 

1

 

REGULATION A+

 

We are offering our Shares pursuant to recently adopted rules by the SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 2” of Regulation A+, which allows us to offer of up to $75 million in a 12-month period.

  

In accordance with the requirements of Tier 2 of Regulation A+, we will be required to publicly file annual, semiannual, and current event reports with the SEC after the qualification of the offering statement of which this Offering Circular is a part.

 

2

 

THE OFFERING

 

Class “A” Common Stock   We are offering up to 2,000,000 shares of Common Stock at an initial price of $0.50 per share.
     
Use of Proceeds   We estimate that the net proceeds we will receive from this offering will be approximately $963,000 if all Shares are sold.
     
    We plan to use substantially all of the net proceeds from this offering to launch our lending and consulting business, hire personnel, for marketing and sales, payment of salaries and for working capital. For further information on use of proceeds, please see the section entitled Use of Proceeds below beginning on page 11 of this Offering.
     
Liquidity   This is a Tier 2, Regulation A offering where the offered securities will not be listed on a registered national securities exchange upon qualification. This offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended. After qualification, we may apply for these qualified securities to be eligible for quotation on an alternative trading system or over the counter market, if we determine that such market is appropriate given the structure of the Company and our business objectives. There is no guarantee that the Shares will be publicly listed or quoted or that a market will develop for them. Please review carefully “Risk Factors” for more information.
     
Risk Factors   An investment in the Shares involves certain risks. You should carefully consider the risks above, as well as other risks described under “Risk Factors” in this offering circular before making an investment decision.

  

3

 

RISK FACTORS

 

Investing in our Shares involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth or incorporated by reference in this Offering Circular, including, but not limited to, the consolidated financial statements and the related notes, before making a decision to buy our securities. If any of the following risks actually occurs, our business could be harmed.

 

RISK FACTORS REGARDING OUR BUSINESS, INDUSTRY AND STRATEGY

 

Investments in small businesses and start-up companies are often risky.

 

Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the company could face other risks that are specific to its industry or type of business. The Company may also have a hard time competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth.

 

The Company has no operating history.

 

The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications, and delays usually encountered by companies in their early stages of development, with low barriers to entry. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

 

Our lack of operating history and lack of revenues to date raise the question of whether the Company can continue as a going concern.

 

Our ability to become a profitable operating company is dependent upon our ability to generate revenues and/or obtain financing adequate to implement our business plan. The Company’s activities since inception have consisted of formation activities and preparations to raise capital. The Company has not generated any material revenues since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. If the Company ceases to continue as a going concern, you will lose your entire investment.

 

The Company has not yet established internal controls sufficient to identify fraud or material misstatements.

 

As a new business, the Company has not yet established internal controls sufficient to identify and/or mitigate potential fraud or material misstatements in financial reporting or business operations. The lack of such internal controls can be seen as a material weakness in the financial and operating systems for the Company and can lead to a failure to identify risks, susceptibility to potential fraud, cyber attack or other similar event, any of which would significantly affect the ability of the Company to succeed in its business objectives.

 

The Company may need additional capital, which may not be available.

 

The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish, and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it. Even if the Company is able to obtain capital, it may be on unfavorable terms or terms which excessively dilute then-existing equity holders. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing, and expansion efforts and, if it continues to experience losses, potentially cease operations.

 

The Company may not be able to manage its potential growth.

 

For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.

 

4

 

Competition from existing or new companies could cause us to experience downward pressure on prices, reduced margins and the inability to take advantage of new business opportunities.

 

Startup companies in the business lending and consulting industry, often find themselves in competition against large industry corporations that may be better capitalized and have more industry or management experience or established small, privately held companies that may be more innovative or agile than we are. Hence, securing access to capital is crucial to the ability of a startup to compete and succeed. There can be no assurance the Company will ever be able to attain a competitive market position for its products and services. If the Company is not able to charge the prices it anticipates charging for its products and services, there may be a material adverse effect on the Company’s results of operations and financial condition. In addition, while the Company believes it is well-positioned to be the market leader in its industry, the emergence of one of its existing or future competitors as a market leader may limit the Company’s ability to achieve national brand recognition, which could also have a material adverse effect on the Company’s results of operations and financial condition.

 

The Company’s growth relies on market acceptance.

 

While the Company believes that there will be significant customer demand for its products or services, there is no assurance that there will be broad market acceptance of the Company’s offerings. There may not be broad market acceptance of the Company’s offerings if its competitors offer products or services which are preferred by prospective customers. In such an event, there may be a material adverse effect on the Company’s results of operations and financial condition, and the Company may not be able to achieve its goals.

 

Future growth of the Company will depend on customer satisfaction with our products and our reputation and image in the marketplace.

 

The Company values the experience, prior success and reputation of its key employees. Any negative publicity stemming from customer dissatisfaction with our products, services, or websites could tarnish our reputation and diminish the value of our brand name. Such repercussions could have a material adverse effect on our business, financial condition, and results of operations.

 

The Company’s founders, directors and executive officers own or control a majority of the Company.

 

Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote, including the following actions:

 

1.to elect or defeat the election of the Company’s directors;

 

2.to amend or prevent amendment of the Company’s Certificate of Incorporation or By-laws;

 

3.to effect or prevent a merger, sale of assets or other corporate transaction; and

 

4.to control the outcome of any other matter submitted to the Company’s stockholders for vote.

 

Such persons’ ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.

 

5

 

The Company’s management has broad discretion in how the Company uses the net proceeds of an offering.

 

The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

 

Our business depends heavily on our officers and directors.

 

Our future ability to execute our business plan depends upon the continued service of our Chairman and CEO Jim Byrd and President. Jim brings specialized knowledge and experience in the products and services of the Company. If we lost the services of one or more of our key personnel, or if one or more of our executive officers or employees joined a competitor or otherwise competed with us, our business may be adversely affected. We cannot assure that we will be able to retain or replace our key personnel.

 

Our Chief Executive Officer is currently part-time which may adversely affect our business.

 

Our Chief Executive Officer, Jim Byrd, is an attorney who owns his own law firm. As a part-time CEO with another full-time job, at certain times, he may have limited availability to address urgent needs of the Company compared to a full-time employee. We cannot assure that we will be able to retain him in the part-time position and if he leaves the company may have to supplement with a less skilled individual and his in depth and accumulated knowledge may be lost. His limited work schedule may impact the timing of the development and implementation of strategic planning and analysis. Although he is not engaged in other activities that are competitive with our business, he may face conflicts in time management and allocation which may adversely affect our business.

  

If we are unable to retain the members of our management team or attract and retain qualified management team members in the future, our business and growth could suffer.

 

Our success and future growth depend, to a significant degree, on the continued contributions of the members of our management team. Each member of our management team is an at-will employee and may voluntarily terminate his or her employment with us at any time with minimal notice. We also may need to hire additional management team members to adequately manage our growing business. We may not be able to retain or identify and attract additional qualified management team members. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. If we lose the services of any member of our management team or if we are unable to attract and retain additional qualified senior management teams, our business and growth could suffer. 

  

Our operating results may be adversely affected as a result of general economic, social and political conditions.

 

An unfavorable global economic, social and political environment may have a negative impact on demand for our services, our business and our operations, including the U.S. economic environment.

 

Reliance on third-party service providers creates risks for the Company.

 

Some of the Company’s operations depend on third-party service providers to host and deliver products, services, and data. Any interruptions, delays, or disruptions of delivery of such products, services, security, or data, including any privacy breaches or failures in data collection, could expose the Company to liability and harm its reputation.

 

6

 

Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete.

 

We rely on proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage. Our inability to protect and defend against the unauthorized use of these rights and assets could have an adverse effect on our results of operations and financial condition If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our company may be diminished, competitors may be able to more effectively mimic our technologies and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected. 

 

We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the end of our prior second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

In addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

RISKS RELATED TO THIS OFFERING

 

There is no minimum capitalization required in this offering.

 

We cannot assure that all or a significant number of Shares will be sold in this offering. Investors’ subscription funds will be used by us at our discretion, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business. If we raise less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements. We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us. Under such circumstances, investors could lose their investment in us. Furthermore, investors who subscribe for Shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for Shares later in the offering as subscriptions approach the maximum amount.

 

We determined the price of the Shares arbitrarily.

 

The offering price of the Shares has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the Shares is the fair market value of the Shares or that investors will earn any profit on them.

 

7

 

There is no existing market for our Common Stock, and you cannot be certain that an active trading market or a specific share price will be established.

 

Prior to this Offering, there has been no public market for shares of our Common Stock. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market or how liquid that market might become. The market price for our Common Stock may decline below the Offering price, and if our shares of Common Stock do become listed on a securities exchange, our stock price is likely to be volatile.

 

There is no guarantee that the Shares will be publicly listed or quoted or that a market will develop for them.

 

Although the Company plans to have the Shares listed on a public exchange or marketplace at some point after this Offering is concluded, there is no assurance or guarantee that such a listing will ever occur or that it will occur at a specific price for the Shares. Even if the Company is successful in obtaining a public listing for the Shares, there is no guarantee that any market will develop for the Shares and at what price or valuation. As such, there is a risk that the Shares will never become publicly tradable, or tradable at a certain price or within a certain time period.

 

If our stock price fluctuates after the Offering, you could lose a significant part of your investment.

 

If the shares of our Common Stock become listed on a securities exchange, the market price of our Common Stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this Offering Circular, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our Common Stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

 

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering.

 

If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon completion of this offering.

 

After the completion of this offering, we may be at an increased risk of securities class action litigation. 

 

Historically, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

 

8

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Offering Circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors. 

 

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular or to conform our prior statements to actual results or revised expectations, and we do not intend to do so. You should not rely upon forward-looking statements as predictions of future events.

 

Forward-looking statements include, but are not limited to, statements about:

 

  our business’ strategies and investment policies;

 

  our business’ financing plans and the availability of capital;

 

  potential growth opportunities available to our business;

 

  the risks associated with potential acquisitions by us;

 

  the recruitment and retention of our officers and employees;

 

  our expected levels of compensation;

 

  the effects of competition on our business; and

 

  the impact of future legislation and regulatory changes on our business.

 

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

 

9

 

DILUTION

 

Dilution shows the difference between the price at the time of the offering and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrarily determined price of the shares being offered. Dilution of the value of the shares, an investor purchase is also a result of the lower book value of the shares held by our existing stockholders.

 

The price of the current offering is fixed at $0.50 per common share. This price is significantly higher than the price paid by our Founding shareholders for common equity. Founding shareholders acquired their 2,000,000 shares in Olympic Group at a price of $0.005. Currently the Company is offering a maximum amount of 2,000,000 of Common Stock (“Shares”) at the offering price of $0.50 per share. These shares are being offered on a “best efforts” basis with no minimum number of Offered Shares that must be sold by the Company for this offering to close. Assuming the entire sale of the stock in the offering, there will be up to 4,000,000 common shares outstanding. Estimated offering expenses are $37,000. The following table illustrates the per share dilution to the new investors and does not have any effect on the results of any operations subsequent to December 31, 2025.

 

Dilution Table

 

Net book value (NTBV) before offering  $9,875 
Shares before offering   2,000,000 
Net book value (NTBV) per share (before)  $0.0049 
Price per new share  $0.5 
Gross proceeds  $1,000,000 
Estimated offering expenses  $37,000 
Net proceeds  $963,000 
Adjusted Net book value (NTBV) (after offering)  $972,875 
Total shares after offering   4,000,000 
Adjusted Net book value (NTBV) per share (after)  $0.2432 
Dilution per new share  $0.2568 
% Dilution   51.36%

 

10

 

PLAN OF DISTRIBUTION

 

We are offering a maximum amount of 2,000,000 of Common Stock (“Shares”) at the offering price of $0.50 per share.

 

All of our Shares are being offered on a “best efforts” basis under Regulation A+ of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. There is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in an escrow, trust account or similar arrangement. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund for any reason and could lose their entire investment. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares. This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

 

USE OF PROCEEDS

 

We estimate that the net proceeds we will receive from this offering (if the entire offering is sold) will be approximately $963,000.

 

We plan to use substantially all of the net proceeds from this offering to launch our products and service offerings, hire personnel, for marketing and sales, payment of salaries and for working capital. The Company’s management will have considerable discretion over the use of proceeds from their offering. Actual expenditures may differ from what is currently planned. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

 

11

 

TERMS OF THE OFFERING

 

Class “A” Common Stock   We are offering up to 2,000,000 shares of Common Stock at an initial price of $0.50 per share.
     
Use of Proceeds   We estimate that the net proceeds we will receive from this offering will be approximately $963,000 if all shares are sold.
     
    We plan to use substantially all of the net proceeds from this offering to launch our lending and consulting business, hire personnel, for marketing and sales, payment of salaries and for working capital.  
     
Liquidity   This is a Tier 2, Regulation A offering where the offered securities will not be listed on a registered national securities exchange upon qualification. This offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended. After qualification, we may apply for these qualified securities to be eligible for quotation on an alternative trading system or over the counter market, if we determine that such market is appropriate given the structure of the Company and our business objectives. There is no guarantee that the Shares will be publicly listed or quoted or that a market will develop for them. Please review carefully “Risk Factors” for more information.

 

Subscription Period

 

This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

 

Subscription Procedures

 

If you decide to subscribe for our Shares in this Offering, you should review your subscription agreement. Completed and signed subscription documents shall be either mailed directly to the Company at Olympic Group Incorporated, 3762 Roscommon Dr., Suite 137, Ormond Beach, FL 32174 or sent via electronic correspondence to jim@byrdlawgroup.com.

 

You shall deliver funds by either check, ACH deposit or wire transfer, pursuant to the instructions set forth in the subscription agreement. If a subscription is rejected, all funds will be returned to subscribers. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.

 

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

 

Right to Reject Subscriptions

 

After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

 

12

 

Acceptance of Subscriptions

 

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable. 

 

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

 

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary if the fiduciary directly or indirectly provides funds for the purchase of the Offered Shares.

 

In order to purchase our Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the ten percent (10%) of net worth or annual income limitation on investment in this Offering. 

 

Investor Suitability Standards

 

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the offering, as prescribed in Rule 251. Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

 

NOTE: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Shares.

 

The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you qualify as an Accredited Investor:

 

  (i) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

 

  (ii) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase the Shares (please see below on how to calculate your net worth);

 

  (iii) You are an executive officer or general partner of the issuer or a management team or executive officer of the general partner of the issuer;

 

  (iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;

 

  (v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

 

  (vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

 

  (vii) You are a trust with total assets in excess of $5,000,000, your purchase of the Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or

 

  (viii) You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

  

13

 

BUSINESS

 

Our Company

 

Issuer

 

Olympic Group Incorporated (“Olympic Group”) was incorporated on December 4, 2025, in the state of Florida and with its primary place of business located at 3762 Roscommon Drive, Suite 137, Ormond Beach, FL 32174.

 

Our Business

 

Olympic Group is a business lending and consulting company that works with small and medium sized businesses to provide growth and other forms of capital, including venture debt. The Company typically works with businesses seeking to grow, raise capital, or position themselves for a potential sale or public offering. In addition, the Company provides bridge and other early-stage growth capital, along with advisory services related to business growth and operations.

 

We make loans to small and medium sized businesses and work with those businesses to help the grow and achieve their business objectives. We will look to offer several types of financing to our business clients, including:

 

Accounts receivable finance;

 

Equipment financing or leasing;

 

Inventory finance;

 

General lines of credit, working capital or bridge loans; and,

 

Acquisition or new plant or facility financing.

 

We also provide a basket of services to our client companies, including strategic and business consulting.

 

We create revenue from a transaction in three (3) ways:

 

1.Origination fees, due diligence fees, loan servicing fees and related services provided on a fee basis;

 

2.Interest on the loan at the contracted interest rate; and,

 

3.From time to time, we may acquire some form of equity or quasi-equity in the business of our clients. This may be in the form of actual equity ownership in the business or other forms of participation such as revenue share or unit sale participation. The equity we acquire or receive within our portfolio of transactions will never exceed 40% of our total assets so or otherwise by acquired in any manner that would trigger registration under the Investment Act of 1940. We will closely monitor our portfolio and balance sheet at all times to make sure that we do not acquire equity, or any securities (as that term is defined under securities laws) in a manner or amount that would trigger such registration.

 

We recognize revenue associated with these various revenue streams at the time such revenues are deemed earned in accordance with the particular transaction documents with our client.

  

DESCRIPTION OF PROPERTY

 

We do not own any plants or facilities.

 

14

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Statements in the following discussion and throughout this registration statement that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this registration statement because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under “Risk Factors.” We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this registration statement or to reflect actual outcomes. Please see “Forward Looking Statements” at the beginning of this registration statement.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this registration statement. We undertake no obligation to update any forward-looking statements in the discussion of our financial condition and results of operations to reflect events or circumstances after the date of this registration statement or to reflect actual outcomes.

 

Overview

 

Issuer

 

Olympic Group Incorporated (“Olympic Group”) was incorporated on December 4, 2025, in the state of Florida and with its primary place of business located at 3762 Roscommon Drive, Suite 137, Ormond Beach, FL 32174.

 

Olympic Group is a business lending and consulting company that works with small and medium sized businesses to provide growth and other forms of capital, including venture debt. The Company typically works with businesses seeking to grow, raise capital, or position themselves for a potential sale or public offering. In addition, the Company provides bridge and other early-stage growth capital, along with advisory services related to business growth and operations.

 

Emerging Growth Company

 

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, as such amount is indexed for inflation every five years by the Securities and Exchange Commission to reflect the change in the Consumer Price Index for All Urban Consumers during its most recently completed fiscal year, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,

 

  As a newly formed start-up company, we present only initial audited financial statements and related management’s discussion and analysis of financial condition and results of operations in our initial registration statement;

 

  we avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act Section 404(b);

 

  we avail ourselves of the exemption from the requirement to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’ report providing additional information about the audit and the financial statements;

 

  we provide reduced disclosure about our executive compensation arrangements; and

 

  we do not require shareholder non-binding advisory votes on executive compensation or golden parachute arrangements.

 

15

 

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We are also a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent that we continue to qualify as a smaller reporting company after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

 

Results of Operations for the period from inception (December 4, 2025) to December 31, 2025 (Audited).

 

Gross revenue: For the period from inception (December 4, 2025) to December 31, 2025, gross revenue was $0.

 

General and administrative: The Company incurred total $125 in general and administrative expenses for the period from inception (December 4, 2025) to December 31, 2025.

 

Net Income/Net Loss: Net Loss from continuing operations for the period from inception (December 4, 2025) to December 31, 2025, was $125.

 

The table below sets forth line items from the Company’s audited Statements of Operations for the period from inception (December 4, 2025) to December 31, 2025.

 

Revenue:  $0 
      
Operating Expenses:     
General and administrative  $125 
Total Operating Expense  $(125)
      
Net operating (loss)  $(125)
      
Other Income/(Expenses)     
Interest income  $0 
Interest expense  $(0)
Total Other Income  $0 
Net Loss before Taxes  $(125)
Provision for taxes   - 
Net Loss  $(125)

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) issued by the Financial Accounting Standards Board (“FASB”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.

 

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Offering Document, we believe that the accounting policies discussed therein are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.

 

16

 

Liquidity and Capital Resources

 

As of December 31, 2025, we had cash of $10,000 and a working capital surplus of $9,875. During the period from inception (December 4, 2025) to December 31, 2025, we used approximately $125 in cash for operating activities and were provided $10,000 through the purchase of 2 million Founders Shares by our Founder and CEO for $10,000. We believe our cash balance is not sufficient to fund our operations for any period of time.

 

Long-term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We currently have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing. Our business plan includes activities described in the Plan of Operations below.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to cover our expenses. This is because we have not generated revenues and no revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 

Plan of Operations

 

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations through the utilization of the funds as scheduled below:

 

1.Make business loans to customers;

 

2.Launch and grow our consulting business;

 

3.Hire marketing, sales and other key personnel to accomplish our business plan; and

 

4.For working capital

 

Liquidity 

 

The Company currently has no committed sources of funds to achieve the above listed milestones and is totally dependent on funds obtained through this offering and/other financing means to complete and market these products and services. There are no assurances that such funds will be available or available in a timely manner to meet the above milestones and dates. Failure to raise sufficient capital under this offering will negatively impact the ability of the Company to execute on its business plan.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Equity-based compensation

 

None.

 

Legal Matters

 

We are not currently party to any legal proceedings and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results or financial condition.

 

17

 

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

 

Directors and Executive Officers

 

The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

 

Name   Age   Position
Jim Byrd   67   Chairman, CEO, Principal Financial Officer and Director

 

Jim Byrd, (Chairman and CEO) is a veteran corporate attorney and venture capital professional who possesses a unique blend of both legal and entrepreneurial skills. Jim has served as attorney, strategic adviser, venture capital partner and corporate executive to numerous private and public companies in his distinguished 40 year career. Jim serves as the Company’s Chairman and CEO in a part-time capacity, working approximately fifteen hours per week since inception. Since 2018, Jim has had his own law firm, Byrd Law Group, at which he works full time. A lifelong business builder, Jim has also been involved in venture capital, venture debt, and lending activities throughout his career. His work spans multiple industries, including technology, media, finance, manufacturing, automotive, oil and gas, real estate, and health and wellness. Jim has held leadership roles in numerous private and public companies, including serving as Vice Chairman of Success Magazine, New York (1998-2000), and has taken on roles such as Chairman, CEO, General Counsel, and Director.

  

Family Relationships

 

There are no family relationships among any of the directors and executive officers.

 

Involvement in Certain Legal Proceedings

 

Our directors and officers have not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor have been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 

Code of Business Conduct and Ethics

 

To date, we have not adopted a code of business conduct and ethics for our management and employees. We intend to adopt one in the near future.

 

18

 

COMPENSATION OF DIRECTORS1 AND EXECUTIVE OFFICERS

 

Executive Compensation

 

Name and Principal Position  Year
Ended
   Salary2
($)
   Bonus
($)
   Option
Awards
($)
   Nonequity
Incentive Plan
Compensation
($)
   Non-
Qualified
Deferred
Compensation
Earnings
($)
   All Other
Compensation
($)
   Total
($)
 
Jim Byrd CEO   2025    0    0    0    0    0    0    0 

 

2 The Company was incorporated on December 4, 2025, and as such, none of the executive officers have been compensated to date. If adequate funding is raised from this Offering, the Company plans to pay initial pro-rated annual starting salaries as follows: Jim Byrd, $180,000 per year. The Company may choose to increase salaries in 2026.

  

Employment Agreements

 

We have not entered into employment agreements with any of our employees, officers and directors.

 

Outstanding Equity Awards at Fiscal Year End 

 

None.

 

19

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

Principal Stockholders*

 

The following table sets forth information as to the shares of common stock beneficially owned as of December 31, 2025, by (i) each person known to us to be the beneficial owner of more than 10% of our common stock; and (ii) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the Shares of common stock shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that any shares of common stock subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person. We currently have no options outstanding.

 

Name  Address  Shares(1)(2)   %
Ownership
 
Blue Ridge Capital, LLC (Jim Byrd 100% owner and control person)  509 Stirling Bridge Drive, Ormond Beach, FL 32174   2,000,000    100%
Total Officers and Directors As a Group      2,000,000    100%

 

(1) All shares owned by the officers, directors, director nominees and persons known to be the beneficial owner of more than 10% of the Company common stock are owned outright and none are acquirable upon exercise or conversion of outstanding warrants, options, notes or other derivative securities.

 

  (2) The shares have been purchased or granted; however, the shares are not yet issued by the stock transfer agent.

 

20

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

None.

  

DESCRIPTION OF CAPITAL

 

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation and our bylaws, which are included as exhibits to the offering statement of which this Offering Circular forms a part. 

 

General

 

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0. As of the date of this Offering Circular, 2,000,000 shares of our common stock have been granted or purchased, including 2,000,000 officer/director shares. No shares have yet been issued by the transfer agent but are in process of being issued.

 

Shares are broken down as follows:

 

Officers and Directors Shares – 2,000,000 common shares to Officers and Directors;

 

General

 

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws to be in effect at the closing of this offering, which will be filed as exhibits to this Offering Circular and to the applicable provisions of the Florida Business Corporations Act. As of December 31, 2025 we had 2,000,000 shares of our common stock granted or purchased in the process of being issued by the transfer agent.

 

Common Stock

 

General. The holders of our Common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Florida law and our bylaws provide that, at all meetings of the shareholders at which quorum has been attained, a majority of the votes cast shall be sufficient to approve any matter properly brought before the meeting. Florida law and our bylaws also provide, that any action which may be taken at any annual or special shareholder meeting may be taken without a meeting if the shareholders entitled to vote on the subject, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, consent to the action in writing delivered to the Company by any method permitted by statute and in the manner required by the bylaws.

 

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

 

Preemptive Rights. As of the date of this Prospectus, no holder of any shares of our capital stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

 

Listing and Transfer Agent 

 

Our common stock is not currently listed on any exchange. We do not currently have a transfer agent.

 

Limitations on Liability and Indemnification of Officers and Directors 

 

Florida law authorizes corporations to limit or eliminate (with a few exceptions) the personal liability of directors to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our Articles of Incorporation and Bylaws include provisions that eliminate, to the maximum extent allowable under Florida law, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be. Our Articles of Incorporation and Bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent permitted by Florida law. We are also expressly authorized to carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities. We currently maintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties.

 

The limitation of liability and indemnification provisions in our Articles of Incorporation and Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions in our Articles of Incorporation and Bylaws.

 

There is currently no pending litigation or proceeding involving any of the directors, officers or employees for which indemnification is sought.

 

In so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

 

21

 

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

The following is a discussion of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of shares of our common stock. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our common stock who are initial purchasers of such common stock pursuant to this offering and hold the common stock as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion assumes that any distributions made by us on our common stock and any consideration received by a holder in consideration for the sale or other disposition of our common stock will be in U.S. dollars.

 

This summary is based upon U.S. federal income tax laws as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect. This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:

 

  financial institutions or financial services entities;

 

  broker-dealers;

 

  governments or agencies or instrumentalities thereof;

 

  regulated investment companies;

 

  real estate investment trusts;

 

  expatriates or former long-term residents of the United States;

 

  persons that actually or constructively own five percent or more (by vote or value) of our shares;

 

  persons that acquired our common stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

 

  insurance companies;

 

  dealers or traders subject to a mark-to-market method of accounting with respect to our common stock;

 

  persons holding our common stock as part of a “straddle,” constructive sale, hedge, conversion or other integrated or similar transaction;

 

  U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

 

  partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such partnerships;

 

  tax-exempt entities;

 

  controlled foreign corporations; and

 

  passive foreign investment companies.

 

If a partnership (including an entity or arrangement treated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our common stock, you are urged to consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our common stock.

 

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly on a retroactive basis and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

 

We have not sought, and do not expect to seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

 

22

 

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. EACH PROSPECTIVE INVESTOR IN OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL and NON-U.S. TAX LAWS.

 

U.S. Holders

 

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our common stock who or that is, for U.S. federal income tax purposes:

 

  an individual who is a citizen or resident of the United States;

 

  a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

  an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

 

  a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person.

 

Taxation of Distributions. If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.

 

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute “qualified dividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount and non-corporate U.S. holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

 

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. Upon a sale or other taxable disposition of our common stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

 

Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its common stock so disposed of. A U.S. holder’s adjusted tax basis in its common stock generally will equal the U.S. holder’s acquisition cost less any prior distributions treated as a return of capital.

 

Information Reporting and Backup Withholding.  In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our common stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

 

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

 

23

 

ADDITIONAL INFORMATION

 

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, with respect to the Shares offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Shares offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

 

EXPERTS

 

The financial statements of Olympic Group Incorporated of fiscal year ending December 31, 2025 have been included in reliance on the report of Astra Audit & Advisory, LLC of Tampa, Florida a registered PCAOB CPA firm, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.

   

24

 

OLYMPIC GROUP INCORPORATED

AUDITED FINANCIAL STATEMENT

FOR THE PERIOD FROM DECEMBER 4, 2025 (INCEPTION) TO DECEMBER 31, 2025

 

INDEX TO AUDITED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm   F-2
     
Balance sheet as on December 31, 2025   F-3
     
Statement of Operations for the Period from December 4, 2025 (Inception) to December 31, 2025    F-4
     
Statements of Stockholders’ Equity for the Period from December 4, 2025 (Inception) to December 31, 2025   F-5
     
Statement of Cash Flows for the Period from December 4, 2025 (Inception) to December 31, 2025   F-6
     
Notes to the Audited Financial Statements   F-7

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Olympic Group Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Olympic Group, Inc. (the Company) as of December 31, 2025, and the related statements of operations, stockholder’s equity and cash flows for the period from inception (December 4, 2025) to December 31, 2025, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from inception (December 4, 2025) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB and 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the Company’s auditor since 2026.

 

Tampa, Florida
May 6, 2026

 

 
3702 West Spruce Street #1430 ● Tampa, Florida 33607 ● +1.813.441.9707

 

F-2

 

OLYMPIC GROUP INCORPORATED

BALANCE SHEET

 

   December 31,
2025
 
ASSETS    
Current Assets    
Cash  $10,000 
Total Current Assets   10,000 
      
Total Assets  $10,000 
      
LIABILITIES AND STOCKHOLDER’S EQUITY     
Current Liabilities     
Due to related party  $125 
Total Current Liabilities   125 
      
Total Liabilities   125 
Commitments and Contingencies (Note 7)     
      
Stockholder’s Equity     
Common stock (Authorized) 100,000,000 at No par value;  2,000,000 shares issued and outstanding   10,000 
Accumulated Deficit   (125)
Total Stockholder’s Equity   9,875 
      
Total Liabilities and Stockholder’s Equity  $10,000 

 

See accompanying notes to audited financial statements

 

F-3

 

OLYMPIC GROUP INCORPORATED

STATEMENT OF OPERATIONS

 

   For the
period from
December 4,
2025
(Inception) to
December 31,
2025
 
Revenue  $- 
Gross Profit   - 
      
Operating Expenses     
Incorporation fee   125 
Total operating expenses   (125)
      
Net operating loss   (125)
      
Other Income/(Expenses)   - 
Total other income/ expenses   - 
Net loss before taxes   (125)
Provision for taxes   - 
Net loss  $(125)
      
Basic and diluted loss per common shares  $(0.00)
Weighted average shares outstanding basic and diluted   71,429 

 

See accompanying notes to audited financial statements

 

F-4

 

OLYMPIC GROUP INCORPORATED

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Period from December 4, 2025 (Inception) to December 31, 2025

 

   Common Stock   Accumulated     
   Shares   Amount ($)   Deficit   Total 
Balance December 4, 2025 (Inception)   -   $-   $-   $- 
Issuance of Common stock   2,000,000    10,000    -    10,000 
Net loss   -    -    (125)   (125)
Balance December 31, 2025   2,000,000   $10,000   $(125)  $9,875 

 

See accompanying notes to audited financial statements

 

F-5

 

OLYMPIC GROUP INCORPORATED

STATEMENT OF CASH FLOWS

 

   For the
period from
December 4,
2025
(Inception) to
December 31,
2025
 
Net loss  $(125)
Cash flows from operating activities     
Changes in operating assets and liabilities:     
Due to related party   125 
Net cash used in operating activities   - 
      
Cash flows from investing activities   - 
Net cash used in investing activities   - 
      
Cash flows from financing activities     
Stock issuance   10,000 
Net cash provided by financing activities   10,000 
      
Net change in cash   10,000 
Cash at beginning of period   - 
Cash at end of period  $10,000 
      
Supplemental cash flows disclosures:     
Cash paid for interest  $- 
Cash paid for income taxes  $- 

 

See accompanying notes to audited financial statements

 

F-6

 

OLYMPIC GROUP INCORPORATED

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD FROM DECEMBER 4, 2025 (INCEPTION) TO DECEMBER 31, 2025

 

NOTE 1 – ORGANIZATION AND BUSINESS 

 

Olympic Group, Incorporated (the “Company”) is a corporation organized under the laws of the State of Florida on December 4, 2025.

 

Olympic Group, Incorporated is a business lending and consulting company that works with small and medium sized businesses to provide growth and other forms of capital, including venture debt. The Company typically works with businesses seeking to grow, raise capital, or position themselves for a potential sale or public offering. In addition, the Company provides bridge and other early-stage growth capital, along with advisory services related to business growth and operations.

 

The Company has adopted a December 31 fiscal year-end.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of December 31, 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain additional financing to meet its obligations as they become due. At present, the Company has not yet achieved profitable operations, and there can be no assurance that sufficient revenues or financing will be generated to sustain operations. As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

In order to continue as a going concern, the Company will require additional capital resources. Management’s plans include obtaining financial support from management and significant shareholders to meet minimal operating expenses, as well as seeking third-party equity and/or debt financing. However, there can be no assurance that management will be successful in executing these plans.

 

These financial statements do not include any adjustments related to the recoverability or classification of assets or the amounts or classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP and are presented in U.S. dollars.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

F-7

 

Cash and Cash Equivalents 

 

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

 

Income Taxes

 

Income taxes are accounted for in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carry forwards. Deferred tax expense (benefit) represents the net change in deferred tax assets and liabilities during the period.

 

Deferred tax assets are reduced by a valuation allowance when, in the judgment of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and tax rates in the period in which such changes are enacted.

 

The Company is subject to income tax filing requirements in the federal jurisdiction of the United States and the State of Florida. The Company did not generate taxable income for the period ended December 31, 2025.

 

Fair Value of Financial Instruments 

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

 

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

As of December 31, 2025, the carrying amount of the Company’s only financial instrument – Due to related party, approximate its fair value due to the short-term nature of the instrument.

 

As of December 31, 2025, the Company does not have any asset or liability required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

Concentrations of Credit Risk

 

From time-to-time cash balances, held at a major financial institution may exceed federally insured limits of $250,000. Management believes that the financial institution is financially sound, and the risk of loss is low.

 

Commitments and Contingencies

 

The Company follows ASC 440 & ASC 450, subtopic 450-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur.

 

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

F-8

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Earnings per Share

 

ASC 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

 

Basic net loss per share amount is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 

Segment Information

 

The Company operates as a single operating segment and a single reportable segment. Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

 

The Company’s CODM is the Chief Executive Officer (“CEO”), who allocates resources and assesses performance based on financial information. Due to the integrated nature of the Company’s products and services and their focus on a common customer base, the Company manages its business as a single operating and reportable segment.

 

New Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

 

NOTE 4 – DUE TO RELATED PARTY

 

For the period from inception (December 4, 2025) through the year ended December 31, 2025, $125 in expenses were paid directly by a related party. As of December 31, 2025, this balance of $125 is non-interest bearing, unsecure and due on demand. The related party is affiliated by virtue of common ownership. Transactions with Related Parties are not necessarily indicative of the terms and provisions that may be agreed to by other third parties for similar transactions.

 

In December, 2025, the Company sold 2,000,000 shares of Common Stock to an entity owned and controlled by our President and CEO, Jim Byrd.

 

NOTE 5 - STOCKHOLDER’S EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock with no par value.

 

For the period from inception (December 4, 2025) through the year ended December 31, 2025, the Company issued 2,000,000 shares of common stock with no par value for total consideration of $10,000 in cash to Blue Ridge Capital, LLC (a related Company by virtue of Common ownership).

 

As of December 31, 2025, 2,000,000 shares of common stock were issued and outstanding.

 

F-9

 

NOTE 6 – INCOME TAXES

 

The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry-forwards. Deferred federal and state income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the period using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amount that will more likely than not be realized.

 

The components of the Company’s deferred tax assets and reconciliation of income taxes computed at the statutory rate of 26.5% to the income tax amount recorded as of December 31, 2025 are as follows:

 

   December 31,
2025
 
Net operating loss  $(125)
Tax provision at U.S. federal income tax rate   21%
State income tax provision, net of federal   5.5%
Provision for income taxes   26.5%
Deferred tax assets  $33 
Valuation allowance  $(33)
Net deferred tax asset  $- 

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. As of December 31, 2025, the Company was not involved in any lawsuits or legal proceedings.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred through the date of this report. The Company determined that it does not have any subsequent event requiring recording or disclosure in these financial statements.

 

F-10

 

Index to Exhibits

 

Exhibit No.   Description of Exhibit
2.1*   Articles of Incorporation of Olympic Group Incorporated
2.2*   Bylaws of Olympic Group Incorporated
4.1*   Form of Subscription Agreement of Olympic Group Incorporated
11.1*   Consent of Astra Audit & Advisory, Independent Registered Public Accounting Firm
12.1*   Legal Opinion of Byrd Law Group

 

* Filed herewith.

 

25

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe the information contained within this Form 1-A is true and correct to the best of its knowledge and belief and has duly signed this Form 1-A in the City of Ormond Beach, State of Florida on May 8, 2026.

 

  Olympic Group Incorporated
     
  By: /s/ Jim Byrd
    Jim Byrd
    CEO, Chairman, Director

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

  By: /s/ Jim Byrd
    Jim Byrd
    CEO, Principal Executive Officer,
Principal Financial Officer, Director
    Dated: May 8, 2026

 

26

 

EX1A-2A CHARTER 3 ea028803301ex2-1.htm ARTICLES OF INCORPORATION OF OLYMPIC GROUP INCORPORATED

Exhibit 2.1

 

    P25000065279
  Electronic Articles of Incorporation FILED
  For December 04, 2025
  Sec. Of State
  OLYMPIC GROUP INCORPORATED rlrichardson

 

The undersigned incorporator, for the purpose of forming a Florida profit corporation, hereby adopts the following Articles of Incorporation:

 

Article I

 

The name of the corporation is:

OLYMPIC GROUP INCORPORATED

 

Article II

 

The principal place of business address:

3762 ROSCOMMON DR

137

ORMOND BEACH, FL. 32174

 

The mailing address of the corporation is:

3762 ROSCOMMON DR

137

ORMOND BEACH, FL. 32174

 

Article III

 

The purpose for which this corporation is organized is:

ANY AND ALL LAWFUL BUSINESS.

 

Article IV

 

The number of shares the corporation is authorized to issue is:

100000000

 

Article V

 

The name and Florida street address of the registered agent is:

JAMES S BYRD PA

132 W INTERNATIONAL SPEEDWAY

25

DAYTONA BEACH, FL. 32114

 

I certify that I am familiar with and accept the responsibilities of registered agent.

 

Registered Agent Signature: JAMES BYRD

 

 

 

 

    P25000065279
    FILED
    December 04, 2025
    Sec. Of State
    rlrichardson

 

Article VI

 

The name and address of the incorporator is:

JIM BYRD

3762 ROSCOMMON DR

137

ORMOND BEACH FL 32174

 

Electronic Signature of Incorporator: JIM BYRD

 

I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1st and May 1st in the calendar year following formation of this corporation and every year thereafter to maintain “active” status.

 

Article VII

 

The initial officer(s) and/or director(s) of the corporation is/are:

 

Title: PSTD

JIM BYRD

3762 ROSCOMMON DR STE 137

ORMOND BEACH, FL. 32174

 

 

 

EX1A-2B BYLAWS 4 ea028803301ex2-2.htm BYLAWS OF OLYMPIC GROUP INCORPORATED

Exhibit 2.2

 

BYLAWS OF OLYMPIC GROUP, INCORPORATED

 

ARTICLE I: OFFICES

 

Section 1.1. REGISTERED OFFICE AND AGENT. The initial registered office and initial registered agent of Olympic Group, Incorporated (the “Corporation”) shall be as set forth in the Corporation’s articles of incorporation, as amended or restated (the “Articles of Incorporation”). The Corporation’s Board of Directors (the “Board of Directors”) may authorize a change of the registered office or the registered agent effective upon making the appropriate filings with the Florida Department of State, Division of Corporations (the “DOC”) as required by the Florida Business Corporation Act (the “FBCA”).

 

Section 1.2. PRINCIPAL OFFICE. The principal office of the Corporation shall be 3762 Roscommon Dr, #137, Ormond Beach, FL 32174 provided that the Board of Directors shall have the power to change the location of the principal office at any time.

 

Section 1.3. OTHER OFFICES. The Corporation may have other offices, both inside and outside the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require.

 

Section 1.4. BOOKS AND RECORDS. Any records maintained by the Corporation in the regular course of its business, including its share ledger, books of account and minute books, may be maintained on any information storage device or method; provided that they are available for inspection within a reasonable time. The Corporation shall convert any maintained records into clearly legible paper form within a reasonable time upon the written request of any person entitled to inspect such records pursuant to applicable law.

 

ARTICLE II: SHAREHOLDERS

 

Section 2.1. PLACE OF MEETING. All meetings of the shareholders shall be held either at the Corporation’s principal office or at any other place, either inside or outside the State of Florida, as shall be designated by the Board of Directors and stated in the notice of meeting. The Board of Directors may determine, in its sole discretion, to hold the meeting solely by means of remote communication.

 

If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, shareholders, persons entitled under the FBCA to vote on behalf of a shareholder, attorneys-in-fact for shareholders, and proxy holders not physically present at a meeting of shareholders may, by means of remote communication, participate in, and be deemed present and vote at, a meeting of shareholders, whether held at a designated place or solely by means of remote communication.

 

Section 2.2. ANNUAL MEETING. An annual meeting of shareholders, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting, shall be held on the date and time fixed by the Board of Directors and stated in the notice of the meeting.

 

Failure to hold the annual meeting at the designated time shall not affect the validity of any action taken by the Corporation. If, in any 15-month period, the Corporation has neither held an annual meeting nor taken action by written consent in lieu of an annual meeting, any shareholder may make a demand in writing to any officer of the Corporation that an annual meeting be held.

 

 

 

 

Section 2.3. SPECIAL SHAREHOLDERS’ MEETINGS. Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, and/or upon the demand of the holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. To demand a special meeting, the holders of the required percentage of votes must sign, date, and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which the meeting is to be held.

 

Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the shareholders.

 

Section 2.4. NOTICE AND WAIVER OF NOTICE OF SHAREHOLDERS’ MEETING. Notice of the place, if any, date, time, and means of remote communication, if any, of each annual and special shareholders’ meeting shall be given by the Corporation not less than 10 nor more than 60 days before date of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Unless otherwise required by the FBCA or the Articles of Incorporation:

 

a.Notice of a shareholders’ meeting need be given only to shareholders entitled to vote at the meeting.

 

b.Notices of annual meetings need not specify the purpose or purposes for which the meeting has been called.

 

Notices to shareholders shall be by electronic transmission, mailing, or personal delivery, and shall state the time, place, and purpose of the meeting (including instructions for how to virtually attend and participate, if applicable), in each case, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting.

 

Notice by electronic transmission shall be considered ineffective if the Corporation is unable to deliver two (2) consecutive notices and the individual responsible for sending notices to shareholders is made aware of the delivery failures. A shareholder meeting, and any actions taken by shareholders, shall not be invalidated due to an inadvertent failure to deliver notice.

 

If mailed, the notice shall be effective when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears in the Corporation’s shareholder records, with postage thereon prepaid.

 

Any shareholder entitled to notice of a meeting may waive such notice by signing a written waiver either before or after the date and time of the meeting set out in the notice.

 

Attendance of a shareholder at a meeting in person or by proxy constitutes a waiver of objection to:

 

a.Lack of or defective notice, unless the shareholder, at the beginning of the meeting, objects to the holding of the meeting or the transaction of business at the meeting.

 

b.Consideration of any matter not identified in the notice, unless the shareholder objects to the consideration of such matter when presented at the meeting.

 

Section 2.5. VOTING LISTS. The officer or agent having charge of the share transfer books for shares of the Corporation shall prepare an alphabetical list of the names of all shareholders entitled to notice of the meeting (and, if the Board of Directors fixes a different record date to determine the shareholders entitled to vote at the meeting, an alphabetical list of the names of all shareholders entitled to vote at the meeting), or any adjournment thereof, arranged by voting group, with the address of and the number and class and series, if any, of shares held by each shareholder. Each list shall also distinguish the shareholders entitled to vote from the shareholders who are entitled to notice of the meeting by the FBCA or the Articles of Incorporation.

 

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The shareholders’ list for notice shall be available for inspection by any shareholder for a period of ten days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting is held or at the office of the Corporation’s transfer agent or registrar. Subject to the requirements of Section 1602 of the FBCA, a shareholder (or their agent or attorney) is entitled, on written demand and at the shareholder’s expense, to inspect the list during regular business hours during the period it is available for inspection.

 

If there is a separate shareholders’ list for voting, the list shall be similarly available for inspection by any shareholder (or their agent or attorney) promptly after the record date for voting, at the meeting, and at any adjournment of the meeting.

 

If any shareholders or their proxies are participating in the meeting by means of remote communication, each list must be available for inspection by the shareholders (and their agents or attorneys) for the duration of the meeting on a reasonably accessible electronic network, and the notice of the meeting shall include or be accompanied by the information required to access each list.

 

Section 2.6. QUORUM OF SHAREHOLDERS. Unless otherwise required by the FBCA or the Articles of Incorporation, a majority of the votes entitled to be cast at a meeting by any voting group entitled to vote on a matter, present in person or by proxy, constitutes a quorum for action by that voting group on that matter at the meeting. A voting group includes all shares of one or more classes or series that are entitled, by the FBCA or the Articles of Incorporation, to vote and to be counted together collectively on a matter at a shareholders’ meeting.

 

Once a share is represented in person or by proxy for any purpose at a meeting, that share is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

 

The holders of a majority of the shares represented in person or by proxy at a meeting and that would be entitled to vote if a quorum were present may adjourn the meeting from time to time, even if a quorum is not present.

 

Section 2.7. CONDUCT OF MEETINGS; ADJOURNMENTS. The Board of Directors of the Corporation may adopt by resolution rules and regulations for the conduct of shareholders’ meetings as it shall deem appropriate. At every meeting of the shareholders, the Chair of the Board or, in their absence or inability to act, the President or, in their absence or inability to act, the person appointed by the Chair of the Board or the President shall act as chair of and preside at the meeting. The Secretary or, in their absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

 

The chair of the meeting shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The chair of the meeting shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

 

Any shareholders’ meeting may be adjourned from time to time to reconvene at the same or some other place, if any, or to add or modify the terms of participation by remote communication, and notice of the new date, time, place, or terms of participation by remote communication, of any such adjourned meeting need not be given if the new date, time, place, or terms of participation by remote communication, are announced at the meeting before adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If a new record date is fixed for the adjourned meeting or the adjourned meeting is more than 120 days after the original meeting, notice of the adjourned meeting shall be given to each shareholder as of the new record date who is entitled to notice of the meeting.

 

3

 

 

Section 2.8. VOTING OF SHARES; PROXIES. Each outstanding share, regardless of class or series, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as otherwise provided by these Bylaws and to the extent that the FBCA or Articles of Incorporation provide for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series.

 

Unless a greater affirmative number is required by the FBCA, the Articles of Incorporation, or these Bylaws, if a quorum of a voting group exists, action other than the election of directors is approved by a voting group if the votes cast in favor of the action exceed the votes cast against the action.

 

Unless otherwise provided by the Articles of Incorporation or these Bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of the shareholders at which a quorum is present.

 

Shareholders are prohibited from cumulating their votes in any election for directors of the Corporation, unless specifically provided for in the Articles.

 

Any shareholder may vote either in person or by proxy executed in writing by the shareholder, other person entitled to vote on the shareholder’s behalf, or the shareholder’s attorney in fact. A proxy is valid for the term provided in the appointment form and, if no term is provided, a proxy shall be valid for 11 months from the date of its execution unless the appointment of the proxy is irrevocable. A proxy shall be revocable unless the proxy conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. The death or incapacity of the shareholder appointing a proxy shall not revoke the proxy’s authority unless the Corporation receives notice of the death or incapacity before the proxy is exercised.

 

Section 2.9. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted by the FBCA to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if one or more written consents describing the action are:

 

a.Dated and signed by the holders of the outstanding shares of each voting group entitled to vote thereon having not less than the minimum number of votes necessary for that voting group to authorize or take the action at a meeting at which all voting groups and shares entitled to vote on the action were represented in person or by proxy and voted.

 

b.Delivered to the Corporation, within 60 days of the date of the earliest dated shareholder consent for that action, to its principal office in Florida, its principal place of business, the Secretary of the Corporation, or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

 

4

 

 

A shareholder may revoke any written consent at any time before the Corporation receives the required number of consents to authorize the action by delivering written notice to the Corporation at its principal office in Florida, or its principal place of business, to the Corporation’s Secretary, or to another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

 

Within ten days after the shareholders take action by written consent under this Section 2.9 or such later date that tabulation of consents is completed pursuant to these Bylaws or a resolution of the Board of Directors, the Corporation shall provide written notice to all shareholders that did not consent in writing to such action or that were not entitled to vote on such action. The notice shall fairly summarize the material terms of the action and, if the action is one for which the FBCA provides dissenters’ rights, contain a clear statement of the right of dissenting shareholders to be paid the fair value for their shares upon their compliance with the applicable FBCA provisions.

 

Section 2.10. FIXING THE RECORD DATE. For the purpose of determining shareholders entitled to notice of any meeting of shareholders, to demand a special meeting of shareholders, to vote, to receive payment of any distribution or to take any other action, the Board of Directors may fix a date as the record date or dates for any such determination that is not earlier than the date of the resolution fixing the record date.

 

If the Board of Directors fails to fix a record date for determining shareholders entitled to notice of or to vote at an annual or special meeting of shareholders, the record date shall be the close of business on the day before the first notice of the meeting is delivered to the shareholders.

 

The record date shall not be less than 10 or more than 70 days before the date of the meeting of the shareholders determined under Section 2.2 or Section 2.3 of these Bylaws, or more than 70 days before the date of any action requiring determination of shareholders.

 

A determination of shareholders entitled to notice of or to vote at any meeting of shareholders is effective for any adjournment of that meeting, unless the Board of Directors fixes a new record date. The Board of Directors must fix a new record date or dates for any meeting that is adjourned to a date more than 120 days after the date fixed for the original meeting.

 

If the Board of Directors fails to fix a record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the Corporation’s shares), the record date for that distribution shall be the date the Board of Directors authorizes the distribution.

 

ARTICLE III: DIRECTORS

 

Section 3.1. GENERAL POWERS; QUALIFICATIONS. All corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction and subject to the oversight of the Board of Directors of the Corporation, subject to any limitations set out in the Articles of Incorporation. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Florida or shareholders of the Corporation.

 

Section 3.2. NUMBER OF DIRECTORS. The number of directors shall initially be as listed in the Articles provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or by a resolution adopted by the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director or reducing the number of directors to less than one.

 

Pursuant to the FBCA, in the Corporation’s first year, the initial directors may establish staggered terms of directors by resolution of the Board and amending Section 3.3. TERM OF OFFICE accordingly.

 

5

 

 

Section 3.3. TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration of a director’s term, the director shall continue to serve until their successor is elected and qualified or until there is a decrease in the number of directors.

 

Section 3.4. VACANCIES. Unless the Articles of Incorporation provide otherwise, any vacancy occurring in the Board of Directors may be filled by an election at an annual or special meeting of shareholders called for that purpose or may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum of the total number of directors specified in the Articles of Incorporation or these Bylaws.

 

Unless the Articles of Incorporation provide otherwise, a directorship to be filled by reason of an increase in the number of directors may be filled by an election at an annual or special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing until the next meeting of the shareholders at which directors are elected.

 

The term of a director elected to fill a vacancy expires at the next meeting of shareholders at which directors are elected.

 

Section 3.5. REMOVAL. Unless the Articles of Incorporation set out that directors may be removed only for cause, a director may be removed, with or without cause, by a vote of the shareholders then entitled to vote at an election of such director if the number of votes cast to remove such director exceeds the number of votes cast not to remove such director, at any meeting of the shareholders at which a quorum is present and the notice for which states that the purpose or one of the purposes of the meeting shall be removal of such director named in that notice. A director elected by a voting group of shareholders may be removed only by that voting group.

 

Section 3.6. RESIGNATION. A director may resign at any time by giving written notice of resignation to the Board of Directors, the Chairman of the Board of Directors, or the Secretary of the Corporation. A resignation is effective when the notice is given unless the notice specifies a future date or an effective date determined upon the subsequent happening of an event or events.

 

Section 3.7. REGULAR AND SPECIAL MEETINGS OF DIRECTORS. A regular meeting of the newly-elected Board of Directors shall be held without other notice immediately following and at the place of each annual meeting of shareholders, at which the Board of Directors shall elect officers and transact any other business as shall come before the meeting. Other regular meetings of the Board of Directors shall be held at such other times and places as may from time to time be fixed by resolution of the Board of Directors.

 

Special meetings of the Board of Directors may be called by the President or the Chair of the Board of Directors or two or more directors. Directors must be provided with at least 48 hours notice of the date, time, place, and purpose of a special meeting.

 

The Corporation may give notice of a regular or special meeting of the Board of Directors by electronic means to each director who consents to such electronic means of notice in the manner authorized by that director.

 

6

 

 

Section 3.8. PARTICIPATION BY REMOTE COMMUNICATION. Directors may participate in and act at any regular or special meeting of the Board of Directors through the use of a conference telephone, online conference service, or other means of communications by which all directors participating in the meeting can simultaneously hear each other during the meeting, and such participation shall constitute presence in person at such meeting.

 

Section 3.9. WAIVER OF NOTICE. The Corporation is not required to give notice of a meeting of the Board of Directors to any director who signs a waiver of notice, either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and of any and all objections to the date, time, place, purpose, or manner of calling or convening the meeting, unless the director states, at the beginning of or promptly upon arrival at the meeting, any objection to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

 

Section 3.10. QUORUM AND ACTION BY DIRECTORS. A majority of the number of directors prescribed by the Articles of Incorporation or these Bylaws shall constitute a quorum for the transaction of business.

 

The affirmative vote of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors, unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.

 

Section 3.11. COMPENSATION. Directors shall not receive any stated salary for their services, but the Board of Directors may, by resolution, authorize the Corporation to pay to each director a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board of Directors or committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.

 

Section 3.12. ACTION BY DIRECTORS WITHOUT MEETING. Any action required or permitted by the FBCA to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee consent in writing and the writings are delivered to the corporation and filed with the minutes of the proceedings of the Board of Directors.

 

Section 3.13. CHAIR OF THE BOARD OF DIRECTORS. The Board of Directors may, in its discretion, choose a Chair of the Board from among its members, who shall preside at meetings of the shareholders and of the Board of Directors. The Chair of the Board shall have such other powers and shall perform such other duties as shall be designated by the Board of Directors. The Chair of the Board shall serve until a successor is chosen and qualified, but may be removed as the Chair of the Board (but not as a director) at any time by the affirmative vote of a majority of the Board of Directors.

 

Section 3.14. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the full Board of Directors, establish one or more committees, each consisting of one or more directors, to exercise the authority of the Board of Directors to the extent provided in the resolution of the Board of Directors or the Articles of Incorporation and allowed under the FBCA.

 

A committee of the Board of Directors shall not have the authority to:

 

a. Authorize or approve the reacquisition of shares, other than pursuant to a general formula or method specified by the Board of Directors.

 

b. Approve or recommend to shareholders actions or proposals required by the FBCA to be approved by shareholders.

 

c. Fill vacancies on the Board of Directors or any committee of the Board of Directors.

 

d. Adopt, amend, or repeal these Bylaws.

 

The establishment of, the delegation of authority to, or an action by a committee shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed by law.

 

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ARTICLE IV: OFFICERS

 

Section 4.1. POSITIONS AND ELECTION. The officers of the Corporation shall be appointed by the Board of Directors and shall be a President, a Secretary, a Treasurer and any other officers, including assistant officers, as deemed necessary by the Board of Directors. Any two or more offices may be simultaneously held by the same person.

 

The Board of Directors shall appoint officers annually at the regular meeting of the Board of Directors held after each annual meeting of shareholders. Each officer shall serve until a successor is elected and qualified or until the death, resignation, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors.

 

Section 4.2. REMOVAL AND RESIGNATION. Any officer may be removed at any time, with or without cause, by:

 

a. The affirmative vote of the majority of the Board of Directors.

 

b. The appointing officer, unless the Board of Directors provides otherwise.

 

c. Any other officer, if authorized by the Board of Directors.

 

Removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create contract rights.

 

Any officer may resign at any time by delivering written notice to the Corporation. Resignation is effective as set forth in Section 607.0842(1) of the FBCA, unless the notice provides for a later effective date.

 

Section 4.3. OFFICERS’ POWERS AND DUTIES. The officers of the Corporation shall have the following duties and any other duties established from time to time by the Board of Directors:

 

PRESIDENT. The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general supervision over the business and affairs of the Corporation. In the absence or disability of the Chair of the Board, the President shall preside at all meetings of the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors are carried out and perform any other duties as the Board of Directors shall assign.

 

VICE-PRESIDENTS. Each Vice President may, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform any other duties as the Board of Directors or the President shall assign.

 

SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend all meetings of the Board of Directors and the shareholders, shall record all votes and the minutes of all proceedings, and shall perform like duties for the standing committees when required and shall authenticate all records of the Corporation. The Secretary shall give or cause to be given notice of all meetings of the shareholders, Board of Directors, and committees thereof and shall perform any other duties as the Board of Directors or the President shall assign. The Secretary shall be the custodian of the records of the Corporation.

 

The Assistant Secretaries may, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform any other duties as the Board of Directors or the Secretary shall assign.

 

In the absence of the Secretary or an Assistant Secretary, the minutes of all meetings of the shareholders, Board of Directors, and committees thereof shall be recorded by the person designated by the Chair of the Board, President, or Board of Directors.

 

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TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors and shall perform any other duties as the Board of Directors or the President shall assign.

 

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Treasurer shall keep and maintain the Corporation’s books of account and shall render to the President and Board of Directors an account of all transactions made as Treasurer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the President or Board of Directors at any time.

 

If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in a sum and with a surety or sureties satisfactory to the Board of Directors, for the faithful performance by the Treasurer of the duties of the office and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office of the Treasurer, of all books, papers, vouchers, money, and other property of whatever kind in the incumbent’s possession or under the incumbent’s control belonging to the Corporation.

 

The Assistant Treasurers may, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform any other duties as the Board of Directors or the President shall assign.

 

ARTICLE V: SHARE CERTIFICATES AND TRANSFER

 

Section 5.1. CERTIFICATES REPRESENTING SHARES. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of the shares of any class or series shall be uncertificated shares. The Corporation shall, after the issuance or transfer of uncertificated shares, deliver to the registered owner of those shares a written statement of the information required to be set forth or stated on certificates pursuant to the FBCA.

 

Certificates representing shares shall be consecutively numbered and shall be signed by the President or a Vice President and the Secretary or Assistant Secretary and may be sealed with the seal of the Corporation. Any or all signatures, and the corporate seal, may be facsimiles. If any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be an officer before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer were an officer at the date of the certificate’s issuance.

 

Each certificate representing shares of the Corporation shall state upon the face thereof:

 

a. The name of the Corporation and that the Corporation is organized under the laws of Florida.

 

b. The name of the person to whom the certificate is issued.

 

c. The number and class of shares and the designation of the series, if any, the certificate represents.

 

d. A conspicuous statement setting forth restrictions on the transfer of the shares, if any.

 

9

 

 

If the shares issued are of different classes of shares or different series within a class, each certificate representing the shares shall summarize on its front or back the designations, relative rights, preferences, and limitations applicable to each class of shares and the variations in rights, preferences, and limitations determined for each series within a class (and the authority of the Board of Directors to determine variations for future series). Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of this information on request and without charge.

 

Except as otherwise expressly allowed by applicable law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

 

No share shall be issued until the consideration therefor, fixed as provided by applicable law, has been fully paid.

 

No requirement of the FBCA with respect to matters to be set forth on certificates representing shares of the Corporation shall apply to or affect certificates outstanding when the requirement first becomes applicable; but shall apply to all certificates thereafter issued whether in connection with an original issue of shares, a transfer of shares, or otherwise.

 

Section 5.2. TRANSFERS OF SHARES. Shares of the Corporation shall be transferable in the manner prescribed by applicable law, the Articles of Incorporation, and these Bylaws. Transfers of shares shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share transfer records of the Corporation by an entry showing from and to whom the shares were transferred.

 

Section 5.3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing the issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the allegedly lost, stolen, or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation or other obligees with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

 

ARTICLE VI: DISTRIBUTIONS AND SHARE DIVIDENDS

 

Section 6.1. AUTHORIZATION. The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders in cash, property (other than the Corporation’s own shares), or a dividend of shares of the Corporation, to the extent permitted by the Articles of Incorporation and the FBCA.

 

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ARTICLE VII: INDEMNIFICATIONS

 

Section 7.1 INDEMNIFICATION. The Corporation shall indemnify and hold harmless its directors, officers, employees, attorneys and agents to the fullest extent permitted by laws of the State of Florida, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee, attorney or agent and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director, officer, employee, attorney or agent (or his or her heirs, executors or personal or legal representatives) in connection with any suit, action or proceeding (or part thereof) initiated by such person unless such suit, action or proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification conferred by this Article 7 shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the person receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article 7. The rights to indemnification and to the advancement of expenses conferred in this Article 7 shall not be exclusive of any other right which any person may have or hereafter acquire under the Articles of Incorporation (as now or hereafter in effect), these Bylaws (as now or hereafter in effect), any statute, agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee, attorney or agent against any liability which may be asserted against him or her or incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability. No amendment, modification, alteration, change, supplement or repeal of all or any portion of this Article 7, nor the amendment, modification, alteration, change, supplement or repeal of all or any portion of the Bylaws, inconsistent with the provisions of this Article 7 shall adversely affect the rights to indemnification and to the advancement of expenses of a director, officer, employee, attorney or agent existing at the time of such amendment, modification, alteration, change, supplement or repeal with respect to any act or omission occurring prior to the time of such amendment, modification, alteration, change, supplement or repeal.

 

Section 7.2 NO SUBROGATION. The indemnification provided for by these Bylaws will be personal in nature and the Corporation will not have any liability under this Article 7 to any insurer or any person, corporation, partnership, trust or association or other entity (other than heirs, executors or administrators) by reason of subrogation, assignment, or succession by any other means to the claim of any person indemnified pursuant to these Bylaws.

 

ARTICLE VIII: MISCELLANEOUS

 

Section 8.1. CHECKS, DRAFTS, ETC. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an authorized officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.

 

Section 8.2. FISCAL YEAR. The fiscal year of the Corporation shall be as determined by the Board of Directors from time to time.

 

Section 8.3. CONFLICT. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

 

Section 8.4. INVALID PROVISIONS. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

 

Section 8.5. EMERGENCY MANAGEMENT. The Board of Directors may adopt emergency Bylaws, subject to a vote to repeal or modify by the shareholders, which operate during any emergency in the Corporation’s conduct of business resulting from any emergency as defined in FBCA, including but not limited to an attack on the United States, a nuclear or atomic disaster, or other catastrophic event.

 

ARTICLE IX: AMENDMENT OF BYLAWS

 

Section 9.1. AMENDMENT OF BYLAWS. These Bylaws may be altered, amended, or repealed or new bylaws adopted by the Board of Directors. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the shares entitled to vote that are issued and outstanding at any regular or special shareholder meeting; provided that notice of the proposed amendment has been included in the meeting notice.

 

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These Bylaws are adopted by resolution of the Corporation’s Board of Directors on this 31st day of December, 2025.

 

By: /s/ James S. Byrd  
Name:  James S. Byrd  
Title: Director  

 

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EX1A-4 SUBS AGMT 5 ea028803301ex4-1.htm FORM OF SUBSCRIPTION AGREEMENT OF OLYMPIC GROUP INCORPORATED

Exhibit 4.1

 

OLYMPIC GROUP INCORPORATED

 

$1,000,000 CLASS “A” COMMON STOCK OFFERING
AND SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (“Agreement”) is between Olympic Group Incorporated, a Florida corporation (“Company”) and                                                                                                                                   , (“Purchaser”).

 

WHEREAS, Company is in the process of selling up to 2,000,000 (Two Million) shares (“Shares”) of Class “A” Common Stock to investors at the price of $0.50 (Fifty cents) per share;

 

WHEREAS, the Shares are being sold to investors in an offering under Regulation A of the Securities Act of 1933; and

 

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, certain of those shares of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

PURCHASE AND SALE

 

Subscription Amount. Company agrees to sell, and Purchaser agrees to purchase ____________________ Shares from Company at a purchase price of $0.50 (Fifty cents) per share, for a total subscription amount of $____________________. Purchaser shall deliver to Company, via wire transfer or a certified check, or such other means of payment as deemed acceptable by the Company, immediately available funds equal to such Purchaser’s Subscription Amount as set forth herein.

 

Delivery of Shares. Upon closing of this offering, Company shall deliver to Purchaser a share certificate, in either certificate or electronic form from the Company’s transfer agent, equal to the amount of shares purchased hereunder.

 

Tradability of Shares. The Shares, once issued to Purchaser, will be free of restriction and able to be legally traded, once and if a public market is created for the Shares. It is the intention of the Company to seek to have the shares traded on a public exchange or marketplace after the closing of this Offering.

 

MISCELLANEOUS

 

Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement.

 

Review of Public Filings. Purchaser understands and acknowledges that he or she has had the opportunity to review all public filings for the Company at www.sec.gov and fully understands all risk and factors associated with this Offering. All such public filings are deemed incorporated into this Agreement by reference.

 

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.

 

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this shall be commenced exclusively in the state and federal courts sitting in Orange County, Florida.

 

 

 

 

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

 

For payment by Check: Please make checks payable to Olympic Group Incorporated and mail such checks to the Company at Olympic Group Incorporated, Attn: Jim Byrd, 137 Roscommon Dr. Suite 137, Ormond Beach, FL 32174, Phone: 407-329-2055, email jim@byrdlawgroup.com.

 

For Payment by Wire: For wiring the funds directly to the Company, please use the following wire instructions:

 

  Beneficiary Name Olympic Group Incorporated
  Beneficiary Address 137 Roscommon Dr., Suite 137, Ormond Beach, FL 32174
  Beneficiary Acct Number 2907102323
  Beneficiary Bank Chase Bank
  ABA WIRE Routing Number 021000021 (wires only)
  Bank Address 75 Shadow Lakes Blvd., Ormond Beach, Fl 32174
  FBO (Subscriber’s Name)

 

(The remainder of this page is intentionally blank.)

 

2

 

 

IN WITNESS WHEREOF, the Subscriber hereby represents and warrants that the Subscriber has read this entire Agreement and the Offering Circular and all documents annexed thereto, and hereby executes and delivers this Subscription Agreement to purchase Shares in the Company as of the Acceptance Date set forth below.

 

ACCREDITED INVESTOR CERTIFICATION

 

You must tell us whether or not you are an “Accredited Investor” as that term is defined under applicable federal securities laws.

 

*An accredited investor is generally defined as a person: (i) with earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, OR (ii) has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence).

 

*(For further clarification, see Rule 501(a) of Regulation D of the Securities Act of 1933)

 

I am an accredited investor as defined above: (Type Yes or No) _________

 

**Non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s annual income or net worth.

 

*(For further clarification, see Rule 501(a) of Regulation D of the Securities Act of 1933)

 

I am not an accredited investor as defined above and have not exceeded the 10% net worth or annual income limitation on investment in this Offering. (Type Yes or N/A) _________

 

PURCHASER/AUTHORIZED SIGNER

 

Signature:     Signature (if joint):    
           
Name:     Name:    
           
SSN or FEIN:     SSN or FEIN    
           
Country of Citizenship:     Country of Citizenship:    
           
Street Address:          

 

City:     State:     Zip Code:    

 

Phone #:     Phone #2:    
           
Email:     Email #2    
           
Date Signed:     Date Signed:    

 

REGISTRATION TYPE: (Select only one)

 

 Individual ☐  Joint Tenants  

 

3

 

 

ACCEPTANCE

 

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated below.

 

OLYMPIC GROUP INCORPORATED

 

By:    
Jim Byrd, Chief Executive Officer  

 

Acceptance Date:    

 

4

EX1A-11 CONSENT 6 ea028803301ex11-1.htm CONSENT OF ASTRA AUDIT & ADVISORY, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Offering Document on Form 1-A of Olympic Group Incorporated of our report dated May 6, 2026, relating to our audit of the financial statements of Olympic Group Incorporated for the period from inception (December 04, 2025) to December 31, 2025. We also consent to the reference to us under the caption “Experts” in the Form 1-A.

 

 

Tampa, Florida

May 8, 2026

 

 

3702 W Spruce St #1430 ● Tampa, Florida 33607 ● +1.813.441.9707

 

EX1A-12 OPN CNSL 7 ea028803301ex12-1.htm LEGAL OPINION OF BYRD LAW GROUP

Exhibit 12.1

 

BYRD LAW GROUP

ATTORNEYS AT LAW

(407) 329-2055

 

May 8, 2026

 

Ladies and Gentlemen:

 

We have acted as special counsel to Olympic Group Incorporated (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission relating to the proposed offering by the Company (the “Offering”) of up to 2,000,000 of Common Stock by the Company (the “Shares”).

 

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

 

1. Duly authorized and filed Amended Articles of Incorporation of Olympic Group Incorporated filed with and issued by the Secretary of State of the State of Florida on December 04, 2025;

 

2. Bylaws of the Company in the form filed with the Securities and Exchange Commission; and,

 

3. All minutes and resolutions of the Board of Directors of the Company pertaining to the matters herein contained.

 

We have also examined such other public records and documents of the Company as appropriate and necessary to issue this opinion.

 

In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents and (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects. As to all questions of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

 

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Shares, when issued and delivered against payment for subscriptions related thereto, will be validly issued shares of Common Stock of Olympic Group Incorporated. The foregoing opinion is limited to the Florida corporate law, as currently in effect, and other applicable Florida Law, as currently in effect, and we do not express any opinion herein concerning any other law.

 

Flagler Office

3762 Roscommon Dr.

Suite 137

Ormond Beach, FL 32174

 

 

 

 

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

 

Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references to our firm in the offering circular that is a part of the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission.

 

Respectfully submitted this 8th day of May, 2026.

 

  Byrd Law Group
   
  /s/ James S. Byrd
  James S. Byrd, Esq.

 

 

 

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