SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-SB/D

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS
                         Under Section 12(b) or 12(g) of
                       The Securities Exchange Act of 1934


                                MAR VENTURES INC.
                 (Name of Small Business Issuer in its charter)

          Delaware                                                95-4580642
(State or Other Jurisdiction of                                  (IRS Employer
Incorporation or Organization)                               Identification No.)


16661 Ventura Boulevard, Suite 214, Encino, California                    91436
(Address of principal executive offices)                              (Zip Code)

                                                  (818) 784-0040
                           (Issuer's telephone number)


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

          Title of each class                    Name of each exchange on which
          to be so registered                   each class is to be registered

                 None                                     None


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

Common Stock, par value $.001
(Title of Class)







Part I, Items 1 and 4 are hereby amended

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                                     PART I

Item 1.           Description of Business

The Divestiture

Background

         Mar  Ventures  Inc.,  a  Delaware   corporation  ("Mar  Ventures")  was
incorporated  under the laws of the  State of  Delaware  on March 27,  1996 as a
wholly owned  subsidiary of Bexy  Communications,  Inc., a Delaware  corporation
("Bexy"). On April 16, 1996 Bexy contributed all of Bexy's operating assets to
 Mar Ventures pursuant to an Asset Transfer Assignment and Assumption  Agreement
("Assignment Agreement"), (including the assets and liabilities associated
with the health  information  activities of Bexy) in exchange for 452,000 shares
of Mar  Ventures  Common  Stock (the "Mar  Ventures  Stock")  (representing  100
percent of the issued  and  outstanding  shares of Mar  Ventures  Stock).  These
assets  include:  furniture  and  fixtures  of $1,222,  accounts  receivable  of
$43,920,  program  inventory  of  $54,566,  cash of $2,500  and other  assets of
$6,722,  or a total of  approximately  $108,920.  Liabilities  of  $84,144  were
assumed  by Mar  Ventures  in  connection  with the  Assignment  Agreement.  The
Assignment  Agreement  provides  for Mar  Ventures  to  indemnify  Bexy  for any
liabilities  relating to the assets  transferred  by Bexy to Mar Ventures or the
conduct of the business of Bexy prior to the Closing Date.


         At a Special  Meeting held on July 2, 1996,  the  stockholders  of Bexy
approved  a Plan of  Reorganization  (the  "Reorganization")  as set  forth in a
certain  Agreement  and Plan of  Reorganization  dated as of April 16, 1996 (the
"Reorganization Agreement") among Cheniere, the Cheniere Stockholders,  Bexy and
Buddy Young,  the President and CEO and  principal  stockholder  of Bexy and the
sole  officer  and  director  of  Mar  Ventures   ("Young").   Pursuant  to  the
Reorganization,  and following all regulatory approval,  the outstanding capital
stock of Mar Ventures  (the "Mar  Ventures  Stock") will be  distributed  to the
stockholders of record of Bexy as of July 2, 1996 (the "Record Date") (the
 "Divestiture").  In  consideration  for the  exchange  of all of the issued and
outstanding  shares of common stock of Cheniere (the  "Cheniere  Shares"),  Bexy
issued to the  Cheniere  Stockholders  shares of Common  Stock of Bexy  equal to
approximately  93% (the  "Exchange"),  causing  the  former  Bexy  stockholders'
interest in Bexy to be diluted to approximately 7%. As a result, Cheniere became
a wholly-owned  subsidiary of Bexy and the principal business of Bexy became the
oil and gas exploration and exploi-
tation business conducted by Cheniere, and Mar Ventures will continue television
programming library business historically carried on by Bexy.

                  A principal  purpose of the  Divestiture  is to  position  the
separate entities so that they will be able to pursue the strategies best suited
to their  individual  markets,  goals and needs. In addition,  Mar Ventures will
become an independent,  publicly-traded company by means of the Divestiture, and
the  effectuation of the Divestiture will enable it to raise capital on its own.
The  Divestiture  is  intended  to place the Mar  Ventures in a position to seek
additional capital for its activities independently.

Manner of Divestiture

                  Bexy will  distribute to its  stockholders of record as of the
Record Date (the "Divestiture Record Date"), one (1) share of Mar Ventures Stock
for each four (4) shares of Common Stock held at the Record Date

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(pre-reverse split). The Divestiture will be deemed to be effective as of 
July 3, 1996, the Closing Date of the Reorganization.

                  To effect the  Divestiture,  Bexy will transfer to U.S.  Stock
Transfer  Corporation (the  "Divestiture  Agent") for distribution to holders of
record of shares of Common  Stock on the Record  Date,  in  proportion  to their
ownership of shares of Common Stock on the Record Date. No certificates or scrip
representing  fractional  shares of Mar  Ventures  Stock  will be issued to such
stockholders  of Bexy. In lieu of receiving  fractional  shares,  each holder of
Shares of Common  Stock who would  otherwise be entitled to receive a fractional
share of Mar  Ventures  Stock will  receive one whole  share if the  fraction is
equal to or greater than  one-half,  otherwise  the  fractional  shares shall be
canceled.  Any  shares  of Mar  Ventures  Stock  held  by  Bexy  which  are  not
distributed shall be canceled.

                  No holder of shares of Bexy Common Stock  receiving  shares of
Mar  Ventures  Stock will be required to pay any cash or  consideration  for the
shares of Mar  Ventures  Stock  that he will  receive in the  Divestiture  or to
surrender  or exchange  Bexy Shares in order to receive  shares of Mar  Ventures
Stock. The Divestiture will not affect the number of outstanding Bexy Shares.

Listing and Trading of Mar Ventures Stock

                  There  currently is no public market for Mar Ventures  Stock.
 A "when-issued"  trading  market may  develop  prior to the  Divestiture  Date
 and
continue until the certificates  have been mailed by the Divestiture  Agent. The
term  "when-issued"   means  that  shares  can  be  traded  prior  to  the  time
certificates actually are available or issued. Prices at which Mar Ventures
 Stock may
trade cannot be  predicted.  Until  Mar Ventures  Stock is fully  distributed 
 and an
orderly  market  develops,  the prices at which such stock trades may  fluctuate
significantly.  The prices at which  Mar Ventures  Stock trades will be 
determined by
the marketplace and may be influenced by a number of factors,  including,  among
others,  the depth and liquidity of the market for Mar Ventures  Stock, investor
perceptions  of Mar Ventures,  Mar Ventures's  dividend  policy and general 
 economic  and
market conditions.

                  This Registration Statement will become effective by operation
of law 60  days  after  the  filing  thereof,  unless  accelerated.  After  such
effectiveness, Mar Ventures will be required to file annual, quarterly and other
reports under the Exchange Act and comply with the SEC's proxy rules thereunder.
Assuming it can fulfill and complete any prerequisites,  Mar Ventures intends to
apply to the NASD to have its stock  listed  on the  Electronic  Bulletin  Board
under the symbol  "MARV".  However,  Mar Ventures  Common Stock is not currently
eligible for inclusion on the Electronic Bulletin Board, and no assurance can be
given that Mar Ventures Stock will ever meet the  requirements  for inclusion on
the Electronic Bulletin Board.

                  Based  on  the  stockholders  of  record  of  Bexy  as of  the
Divestiture  Record Date,  Mar Ventures  initially will have  approximately  936
holders of record of its Common Stock.

                  Shares of Mar Ventures Stock  distributed to the  stockholders
of Bexy in the Divestiture,  generally, will be freely transferable,  except for
shares  received by persons who may be deemed to be "affiliates" of Mar Ventures
under the  Securities  Act.  Persons who may be deemed to be  affiliates  of Mar
Ventures after the Divestiture  generally  include  individuals or entities that
control, are

                                                         4





controlled  by, or are under common  control with,  Mar Ventures and may include
certain officers and directors of Mar Ventures as well as principal stockholders
of Mar Ventures. Persons who are affiliates of Mar Ventures will be permitted to
sell  their  shares  of  Mar  Ventures  Stock  only  pursuant  to  an  effective
registration   statement   under  the   Securities  Act  or  an  exemption  from
registration  thereunder,  such as the exemption afforded by Section 4(1) of the
Securities Act and Rule 144 thereunder.

Divestiture Costs

         Mar  Ventures   estimates   that  the  printing,   legal,   accounting,
Divestiture  Agent and other fees and expenses  incurred in connection  with the
Divestiture will be approximately $20,000. Such fees and expenses are being paid
by Mar Ventures.

Current Activities

                  The  current  core  business  of  Mar  Ventures,  which  is  a
continuation  of  the  business  of  Bexy,  is  the  production  of  traditional
television  programming.  In 1993,  Bexy's  management  determined  to enter the
business of creating,  publishing and distributing health-themed information for
the general  public  through print and electronic  media.  However,  to date, no
significant revenues have been generated by this business.

         Television Programming

                  The television programming currently being marketed include:

                  (1)  "FEELIN'  GREAT," a weekly  half hour  television  series
hosted by former  "Dynasty"  star John James.  This twenty six episode  magazine
style  series  helps  viewers  make  personal   lifestyle  choices  with  timely
up-to-date information.

                  (2)  "HEARTSTOPPERS  -- HORROR AT THE MOVIES," a two hour made
for  television  tribute to the horror  film  genre  hosted by George  Hamilton.
"Heartstoppers"  was produced in 1993 and  showcases  the best horror films from
Hollywood  and around the world,  from the early days of motion  pictures to the
special  effects  of today's  graphic  and  thrilling  horror  motion  pictures.
"Heartstoppers" is currently being distributed in the United States by MG Perin,
Inc. and internationally by International Entertainment Incorporated ("IEI"). It
is a seasonal  program  aimed at the  October/Halloween  season,  and  marketing
efforts for "Heartstoppers" focus primarily on Japan, Australia, parts of Europe
and Latin  America.  "Heartstoppers"  aired in the  United  States  and  several
foreign countries in October 1993, and was recently licensed to the Sci-Fi cable
network.

                  (3)  "IT'S A  WONDERFUL  LIFE -- A  PERSONAL  REMEMBRANCE,"  a
tribute by Frank Capra Jr. to his father. Mr. Capra's tribute is in color and is
approximately  15  minutes  in length.  The  black-and-white  version of "It's A
Wonderful  Life"  follows the  tribute.  In 1992 the program was  licensed for a
period of ten years to The Walt Disney Company's Disney Channel.  The program is
now being distributed  throughout the world by IEI. IEI has licensed the program
in approximately 17 countries, including Mexico, Spain, Sweden, England, Germany
and Greece.  Again,  the film and tribute are also seasonal  programming and are
marketed  accordingly.  Bexy recently licensed the home video rights for "It's A
Wonderful Life -- A Personal Remembrance" to Republic Pictures.


                                                         5





                  (4) "CHRISTMAS AT THE MOVIES," a one hour  special/tribute  to
class  Christmas  films co-owned and  co-produced by Bexy in 1990 hosted by Gene
Kelly.  All  American  Communications,  Inc.  ("AAC")  is  the  co-producer  and
distributor for this program.  This special incorporates clips from such classic
Christmas  motion  pictures such as "It's A Wonderful  Life," "Santa Claus,  The
Movie,"  "When Harry Met Sally," "The Bells of Saint  Mary's,"  "Meet John Doe,"
and "A  Christmas  Carol," to name but a few. As with  Heartstoppers  and It's A
Wonderful Life, this special is focused upon a particular season of the year and
is marketed  accordingly.  In addition to distributing the special in the United
States,  AAC has also  licensed the special in 18 foreign  countries,  including
Canada, the United Kingdom, New Zealand and the Philippines, as well as parts of
Europe and South East Asia.

                  (5)  "VICTIMS," a half hour  television  pilot for a first run
strip series. The pilot show re-creates  survivors' personal accounts of tragic,
catastrophic and unexpected events that emotionally or physically  altered their
lives.  Such  events  include  being the  victim or  target of the  "system,"  a
criminal "scam," a natural disaster,  a crime or some other life changing event.
Bexy co-financed the pilot with First Media  Entertainment,  Inc. ("FME").  As a
result of its investment in the pilot,  Bexy acquired a one-half interest in the
program, and the distribution rights to "Victims." Bexy has been unsuccessful in
its efforts to license the program.

                  Although  Mar  Ventures  will  continues  to  market  the film
library   acquired  from  Bexy,   management  does  not  anticipate   generating
significant revenues as a result of this activity.

                  In  August  1994,  Bexy and  Hammond  Productions  ("Hammond")
entered  into an  agreement  for the purchase by Bexy from Hammond of all rights
and title to "Feelin'  Great." Under the terms of the  agreement,  Bexy acquired
the  twenty  six  half-hour  episodes  produced  in 1994.  The  "Feelin'  Great"
television  series was licensed to cable television in Canada and started airing
in January 1995 on the Life Network, a new Canadian cable network.

                  In August  1995,  Bexy and Hammond  amended the  agreement  to
reassign the series to Hammond in consideration  for the cancellation of amounts
owed to Hammond by Bexy for the  purchase of the series.  Under the terms of the
amendment, Bexy will continue to distribute the series throughout the world.

                  During 1995,  Bexy  reduced the carrying  value of its program
library by $235,500 in order to reflect a lower of cost or market  valuation  on
certain program inventory. In addition, Bexy wrote off its $10,000 investment in
the "Victims" television series.

                  Bexy's  current  activity in the  domestic  and  international
television market place is the continued  exploitation of its non-health related
programming  and the  marketing of the  26-episode  television  series  entitled
"Feelin' Great."

                  Mar Ventures  intends to continue the above activities of Bexy
to seek additional  opportunities  in the film industry,  and to expand its film
library.

The Health Information Market

                  The  health  media  marketplace  is  divided  into  three main

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segments:

                  (1)  "Wellness," which relates to everyone who is and seeks to
 remain in good health;

                  (2) "Acute  care,"  which  includes  people with a  short-term
illness possibly requiring a short hospital stay; and

                  (3)  "Chronically  ill,"  which are  people  suffering  from a
disease from which there is no recovery.


                  The  largest  part of the  health  information  market  is the
"wellness"  market.  Mar Ventures plans to initially develop and market products
to this segment of the market.  In the future, as Mar Ventures gains recognition
in the health information  market, it plans to expand its efforts to include the
marketing of products to other market segments.

Competition

                  In the  development  and marketing of its  diversified  health
media services Mar Ventures  expects to compete with larger and better  financed
companies  seeking  to enter an  emerging  industry.  Companies  such as  Krames
Publishing, Hope Publishing, Crisp Publications and Great Performance,  produce,
publish and distribute  health-themed  videos,  newsletters,  magazines,  books,
CD-ROMs and other related  products.  Universities  and  hospitals,  such as the
Harvard Medical  School,  Cornell  University,  the Mayo Clinic and John Hopkins
Hospital,  have  also  established  themselves  as  providers  of  health-themed
information  to the  general  public.  Mar  Ventures  anticipates  being able to
compete  in the  health  information  market  by  delivering  products  that are
entertaining  as well as  informative  and by  marketing  these  products to the
general public in an innovative manner.

                  Competition  in the  financing,  development,  production  and
distribution  of  television  programming  is  highly  intense.  Mar  Ventures's
programming  competes  with other  first-run  programming,  network  re-runs and
programs  produced by local  television  stations.  In  addition,  Mar  Ventures
competes for the creative services of producers,  technical  personnel,  writers
and performing artists. In both areas of competition, Mar Ventures competes with
companies  that have been  acquiring,  developing,  producing  and  distributing
programs for many years,  many of which have greater  financial  resources  than
those of Mar  Ventures.  These  competitors  include large  television  and film
studios  such as  Paramount,  MCA,  and  20th  Century  Fox,  as  well as  other
television  distribution  companies  such as  Republic  Pictures  and King World
Entertainment.

                  Mar  Ventures's   success  is  highly   dependent  on  various
unpredictable  factors such as the viewing preferences of television  audiences.
Mar Ventures's programming competes not only with other television  programming,
including  satellite  and  cable  programming,  but also  with  movie  theaters,
pre-recorded  videocassette  rentals,  live  performances  and  other  forms  of
entertainment and leisure time activities.



                                                         7




Item 4.  Security Ownership of Certain Beneficial Owners and Management

                  The following table sets forth certain information  concerning
the beneficial  ownership of Mar Ventures's  outstanding Common Stock as of July
2, 1996, by each person known by Mar Ventures to own  beneficially  more than 5%
of the outstanding Common Stock, by each of Mar Ventures's  directors and by all
directors  and  officers  of Mar  Ventures  as a group.  The table  assumes  the
completion of the Divestiture and is based upon a distribution of 450,715 shares
in  the  Divestiture.  The  actual  number  of  shares  of  Mar  Ventures  Stock
distributed  could be greater  due to  rounding  of  fractional  shares.  Unless
otherwise indicated below, to the knowledge of Mar Ventures,  all persons listed
below have sole  voting and  investment  power with  respect to their  shares of
Common  Stock  except to the extent that  authority  is shared by spouses  under
applicable law.

                                                               Percentage of
Name and Address                    Number of Shares                Class

Buddy Young and
Rebecca Young as Trustees
of the Young Family Trust
16830 Ventura Blvd.,
Suite 206, Encino,
California 91436                           258,334(1)           57.3%

All Officers and Directors
as a Group (1 person)                         258,334           57.3%


- --------------------
*Less than 1%

(1)      Does not include an  aggregate  of 20,833  additional  shares which are
         held by the son and daughter of Young and their spouses for  themselves
         and as custodians for their  children.  Young  disclaims any beneficial
         ownership in such shares.


                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  Statement to be
signed on its behalf by the undersigned duly authorized.

Date:  August 28, 1996                              MAR VENTURES INC.


                                By:/s/Buddy Young
                                   Buddy Young
                                    President

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