-----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, OvRLLu6EdO5sKdOozsT+DBDbM5O88Zo3gLDpzBl4B0dKdB952RJaDVOEE7n/v+ce vaZcuipBCbkap41AEhh0Mg== 0001016289-97-000002.txt : 19970114 0001016289-97-000002.hdr.sgml : 19970114 ACCESSION NUMBER: 0001016289-97-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970113 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-20879 FILM NUMBER: 97504590 BUSINESS ADDRESS: STREET 1: 16661 VENTURA BLVD STREET 2: STE 214 CITY: ENCINO STATE: CA ZIP: 91436 BUSINESS PHONE: 8187840040 MAIL ADDRESS: STREET 1: 16661 VENTURA BLVD STREET 2: STE 214 CITY: ENCINO STATE: CA ZIP: 91436 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) /X/ Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 1996 / / Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from ________ to ___________ Commission File Number: 0-20879 MAR VENTURES, INC. (Name of small business issuer in its charter) Delaware 95-4580642 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16661 Ventura Boulevard, Suite 224 Encino, California 91436 Issuer's Telephone Number: (818) 784-0040 (Address and phone number of principal executive offices) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ ___ The Registrant has 480,000 shares of common stock, par value $.01 per share, issued and outstanding as of November 30, 1996. 1 INDEX TO QUARTERLY REPORT ON FORM 10-QSB PART I FINANCIAL INFORMATION PAGE Item 1. Financial Information 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION Item 1. Legal Proceedings 10 Item 2. Change in Securities 10 Item 3. Defaults upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Securities Holders 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (Financial Statements Commence on Following Page) 3 MAR VENTURES, INC.
BALANCE SHEET NOVEMBER 30, 1996 (Unaudited) ________________________________________________________________________ ASSETS CASH $ 6,663 ACCOUNTS RECEIVABLE 23,629 PROGRAM INVENTORY, Net 20,000 FURNITURE AND FIXTURES - Net of accumulated depreciation of $3,764 322 OTHER ASSETS 4,200 __________ TOTAL ASSETS 54,814 LIABILITIES AND SHAREHOLDERS' DEFICIT LIABILITIES: Accounts payable and accrued expenses 19,399 Accrued interest expense to related party 36,125 Deposits 2,000 Deferred income 3,000 __________ Total liabilities 60,524 SHAREHOLDERS' DEFICIT: Common stock (par value - $.001, 30,000,000 shares authorized, 480,000 issued and outstanding) 480 Contributed capital 99,398 Accumulated deficit (105,588) __________ Total shareholders' deficit (5,710) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 54,814
See accompanying notes to financial statements. ________________________________________________________________________ 4 MAR VENTURES, INC.
STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED NOVEMBER 30, 1996 (Unaudited) ________________________________________________________________________ REVENUES $ 2,872 _________ COST OF PROGRAMS AND DISTRIBUTION FEES 905 _________ EXPENSES: Consulting fees to majority shareholder 5,000 General and administrative 5,609 Professional fees 1,755 Rent 1,188 _________ Total expenses 13,552 NET LOSS $(11,585) NET LOSS PER SHARE $ (.02) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 480,000
See accompanying notes to financial statements. ________________________________________________________________________ 5 MAR VENTURES, INC.
STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996 (Unaudited) ________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(11,585) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Changes in operating assets and liabilities: Accounts receivable 2,371 Accounts payable and accrued expenses (11,141) _________ Net cash used by operating activities (20,355) CASH, BEGINNING OF PERIOD 27,018 _________ CASH, END OF PERIOD $ 6,663 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ -0- Cash paid for income taxes $ -0-
See accompanying notes to financial statements. ________________________________________________________________________ 6 PART I - FINANCIAL INFORMATION Item 1. MAR VENTURES, INC. NOTES TO THE FINANCIAL STATEMENTS 1. The accompanying Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10- QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For further information refer to the Financial Statements and footnotes included in the Registrant's Annual Report on Form 10-KSB for the year ended August 31, 1996. The Results of Operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year ended August 31, 1997. UNCLASSIFIED BALANCE SHEET - In accordance with the provisions of SFAS No. 53, the Company has elected to present an unclassified balance sheet. PER SHARE INFORMATION - Net loss per share for the periods presented is computed on the basis of the weighted average common shares outstanding. ________________________________________________________________________ 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company was incorporated under the laws of the State of Delaware on March 27, 1996, as a wholly owned subsidiary of Bexy Communications, Inc. On April 16, 1996, the Company, pursuant to the terms of an Asset Transfer and Assumption Agreement, acquired the assets of Bexy totaling approximately $110,000, in exchange for 452,000 shares of its common stock. The Company, also under the terms of the agreement, assumed liabilities of approximately $84,000. As part of a Plan of Reorganization adopted by the Bexy shareholders at a special meeting on July 2, 1996, the 452,000 Mar Venture shares were distributed to the stockholders of record of Bexy as of July 2, 1996. Each Bexy stockholder received one share of Mar Ventures for every four shares of Bexy, held on the record date. RESULTS OF OPERATIONS License revenue from the Company s library for the quarter ended November 30, 1996, was $2,872. The low revenue was mainly due to the Company's existing film library having previously been licensed in most major territories, and that no new programming was acquired by the Company during this period. Management does not anticipate any future significant increase in revenues from the licensing of the Company's current film library. The Company's net loss for the three months ending November 30, 1996, was $11,585. The majority of the loss was incurred as a result of the fees paid for legal, accounting, and other professional consulting services. Included in this amount was the payment of $5,000 to the Company's President and principal shareholder for his services as a consultant to the Company. LIQUIDITY AND CAPITAL RESOURCES At November 30, 1996, the Company's cash and accounts receivable were insufficient to insure the Company's continued existence as a going concern. During the period ending November 30, 1996, the Company had a negative cash flow from operating activities of $20,335. Management expects to meet its current cash requirements through license revenues, borrowings from a related party as necessary, and the sale of equity. Management has and will continue during the next twelve months to meet with investment bankers and individual investors who may be attracted to the Company's business plan. 8 THERE CAN BE NO ASSURANCES THAT THE RELATED PARTY WILL CONTINUE TO ADVANCE FUNDS IN ORDER TO MEET THE COMPANY'S REQUIREMENTS, OR THAT THE COMPANY WILL BE SUCCESSFUL IN SELLING EQUITY. 9 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any legal proceedings. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the quarter ended November 30, 1996, no matters were submitted to the Company's security holders. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None. 10 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Mar Ventures, Inc. Dated: January 2, 1997 By: /s/ Buddy Young _______________________________ Buddy Young, President (principal executive officer) and Treasurer (principal financial and accounting officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: January 2, 1997 /s/ Buddy Young _______________________________ Buddy Young, Director Dated: January 2, 1997 /s/ L. Stephen Albright _______________________________ L. Stephen Albright, Director Dated: January 2, 1997 /s/ Steven Katten _______________________________ Steven Katten, Director 11 EX-27 2
5 3-MOS AUG-31-1996 NOV-30-1996 6,663 0 23,629 0 20,000 50,292 4,086 (3,764) 54,814 60,524 0 0 0 480 99,398 54,814 2,872 2,872 905 905 13,552 0 0 (11,585) 0 0 0 0 0 (11,585) (.02) (.02)
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