-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JBpIFjw+kQIsIeFA9UTq78O6MdW93KkAaXGSHh8xgLnbAU0dcp/P2uU+jhf17S9J 0wAMyahZutpZbZQAyoRG9A== 0001000096-97-000629.txt : 19970828 0001000096-97-000629.hdr.sgml : 19970828 ACCESSION NUMBER: 0001000096-97-000629 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970806 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970827 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAR VENTURES INC CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20879 FILM NUMBER: 97670843 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: STE 1150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038253748 MAIL ADDRESS: STREET 1: 17337 VENTURA BOULEVARD STREET 2: SUITE 224 CITY: ENCINO STATE: CA ZIP: 91316 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 1997 Mar Ventures Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20879 95-4580642 --------------------------- --------------- ------------------ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1675 Broadway, Suite 1150, Denver, Colorado 80202 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 825-3748 ------------- This Form 8-K/A amends the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 19, 1997 to include the letter from the Registrant's former certifying accountant required by Item 4 of Form 8-K. That letter was received by the Registrant on August 26, 1997 via the U.S. Postal Service. Item 1. Changes in Control of Registrant. -------------------------------- The Registrant, on August 6, 1997, purchased all the ownership interests of PYR Energy, LLC ("PYR") in exchange for 4,000,000 shares of the Registrant's $.001 par value common stock (the "Common Stock"). As a result of this transaction, PYR, which is an oil and gas exploration company, became wholly owned by the Registrant and the members of PYR obtained 43.7 percent of the Registrant's outstanding Common Stock. The members of PYR immediately prior to this transaction consisted of D. Scott Singdahlsen, Dirk McDermott, Gregory B. Barnett, Tommye Barnett, Interactive Earth Sciences Corporation, and PinOak Inc. The Registrant agreed, in connection with the transaction with PYR, to appoint each of Mr. Singdahlsen, Mr. Barnett and Keith F. Carney as directors of the Company. The three persons who served on the Board of Directors of the Registrant prior to the consummation of the transaction with PYR have resigned so that the Board now consists solely of Messrs. Singdahlsen, Barnett and Carney. Item 2. Acquisition or Disposition of Assets ------------------------------------ The Registrant acquired all the ownership interests of PYR as a result of the transactions described above in "Item 1. Changes in Control of Registrant". Any necessary financial statements concerning the Registrant's acquisition of PYR will be filed by amendment on or before October 20, 1997. Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- On August 13, 1997, the Registrant engaged Wheeler Wasoff, P.C. of Denver, Colorado as the Registrant's independent accountant to replace Farber & Hass, which was dismissed on that date. This decision was approved by the Board of Directors of the Registrant. The Board of Directors believes it is in the best interests of the Registrant for its accountant to be located in the same city as the Registrant's principal executive offices. The independent auditor's report of Farber & Hass with respect to the Registrant's (i) balance sheet as of August 31, 1996, and (ii) statements of operations, shareholders' equity and cash flows for the period July 2, 1996 (the date of the Registrant's inception) to August 31, 1996, was modified as to the uncertainty about the Registrant's ability to continue as a going concern. Farber & Hass's report did not otherwise contain an adverse opinion or disclaimer of opinion, and it was not qualified or modified as to audit scope or accounting principals. There have not been any disagreements with Farber & Hass on any matter of accounting principals or practices, financial statements disclosure or auditing scope or procedure. The letter of Farber & Hass required by Item 4 of Form 8-K, as referenced in Item 304(a)(3) of Regulation S-B, is filed as Exhibit 99.2 hereto. 2 Item 5. Other Events. ------------ Press Release. The press release of the Registrant dated August 19, 1997, which is filed as an exhibit hereto, is incorporated herein by reference. Item 7. Financial Statements And Exhibits. --------------------------------- (c) Exhibits. Exhibit Index ------------- Exhibit Number Description - ------ ----------- 99.1 Press release dated August 19, 1997. 99.2 Letter from Farber & Hass. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 27, 1997 MAR VENTURES INC. By: /s/ D. Scott Singdahlsen -------------------------------- D. Scott Singdahlsen President 3 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 On August 19, 1997, the Registrant issued the following press release: "MAR VENTURES, INC. 1675 BROADWAY, SUITE 1150 DENVER, COLORADO 80202 PHONE: 303-825-3748 FACSIMILE: 303-825-3768 NEWS RELEASE - -------------------------------------------------------------------------------- Contact: FOR IMMEDIATE RELEASE D. Scott Singdahlsen, President AUGUST 19, 1997 Mar Ventures hires CFO DENVER - Mar Ventures, Inc. (NASD EBB: MRVI) today announced the hiring of Andrew P. Calerich, CPA, as chief financial officer. Calerich worked as a consultant and controller from 1994 to 1997 at BWAB, a private oil and gas company in Denver. From 1990 to 1993, Calerich served as corporate controller for Tipperary Corp., a public exploration and production company, handling its public filings and accounting. Calerich started his career in the corporate tax division of Arthur Andersen & Co. A certified public accountant, Calerich earned B.S. degrees in accounting and business administration from Regis College, Denver. "Andrew not only exceeded our expectations in his financial abilities, but in blending those abilities with experience in the oil and gas industry," D. Scott Singdahlsen, president of Mar Ventures, said. "The hiring of a CFO will allow the management and technical staff of Mar Ventures to concentrate on the identification of significant exploration opportunities." Mar Ventures also announced the engagement of Wheeler Wasoff, P.C. of Denver as its outside, independent accounting firm. Wheeler Wasoff, P.C. replaces Farber & Hass, P.C., Oxnard, Calif., Mar Ventures' independent accounting firm prior to the purchase of PYR Energy, LLC. Earlier this month, Mar Ventures completed a private offering of $1.5 million net to the company. Concurrent with the offering it purchased a 100% interest in PYR Energy, LLC, a Denver-based independent oil and gas exploration company, in exchange for 4 million shares of common stock. Following the offering, the management of PYR Energy assumed the management of Mar Ventures. Plans are underway to seek shareholder approval to change the name of Mar Ventures to PYR Energy Corporation. Based in Denver, Mar Ventures, Inc. uses 3-D seismic to explore for large oil and natural gas accumulations in onshore U.S. The company seeks to use advanced 3-D seismic technologies in regions in which such technologies are absent or underutilized. The company trades under the symbol MRVI on NASD's Electronic Bulletin Board. ###" EX-99.2 3 LETTER FROM FARBER & HASS Exhibit 99.2 FARBER & HASS - -------------------------------------------------------------------------------- Certified Public Accountants 741 South A Street Telephone (805) 385-3077 Oxnard, California Facsimile:(805) 385-3076 93030 August 20, 1997 Mr. D. Scott Singdahlsen Mar Ventures, Inc. 1675 Broadway, Suite 1150 Denver, CO 80202 We have read the Form 8-K dated August 6, 1997 regarding the change in Registrant's Certifying Accountant and concur with the representations made therein. /s/ FARBER & HASS cc: Chief Accountant Securities and Exchange Commission Washington, D.C. 20549 -----END PRIVACY-ENHANCED MESSAGE-----