-----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, UUYHloVAAUMXfhdPIxDKMcvh0f5aXd0nGeRcBvnzodXsoUoHY8GSrbMkGYr21H0q ivsPxhr5Dig8m/9sdI56XA== 0001016289-97-000006.txt : 19970709 0001016289-97-000006.hdr.sgml : 19970709 ACCESSION NUMBER: 0001016289-97-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970708 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: 97637440 BUSINESS ADDRESS: STREET 1: 17337 VENTURA BLVD STREET 2: STE 224 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 May 31, 1997 / / 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.) 17337 Ventura Boulevard, Suite 224 Encino, California 91316 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 2,199,804 shares of common stock, par value $.01 per share, issued and outstanding as of May 31, 1997. 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 9 Item 2. Change in Securities 9 Item 3. Defaults upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Securities Holders 9 Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 Signatures 10 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (Financial Statements Commence on Following Page) 3 MAR VENTURES, INC. BALANCE SHEET
MAY 31, 1997 (Unaudited) ________________________________________________________________________ ASSETS CASH $ 283,711 ACCOUNTS RECEIVABLE 17,852 PROGRAM INVENTORY, Net 10,000 OTHER ASSETS 5,805 TOTAL ASSETS $ 317,368 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Accounts payable and accrued expenses $ 12,325 Amounts due to related party 26,000 Deferred income 2,000 Total liabilities 40,325 SHAREHOLDERS' EQUITY: Common stock (par value - $.001, 30,000,000 shares authorized, 2,199,804 issued and outstanding) 2,200 Contributed capital 455,841 Accumulated deficit (180,998) Total shareholders' equity 277,043 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 317,368
See accompanying notes to financial statements. ________________________________________________________________________ 4 MAR VENTURES, INC. STATEMENTS OF OPERATIONS (Unaudited) ________________________________________________________________________
FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED MAY 31, MAY 31, 1997 1997 _____________ ____________ REVENUES $ 6,575 $ 10,947 COST OF PROGRAMS AND DISTRIBUTION FEES 1,150 12,055 EXPENSES: Consulting fees to majority shareholder 15,800 General and administrative 7,230 22,269 Depreciation 172 322 Professional fees 2,395 41,170 Rent 3,185 6,326 Total expenses 12,982 85,887 NET LOSS $ (7,555) $ (86,995) NET LOSS PER SHARE $ (.01) $ (.10) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,098,000 842,000
See accompanying notes to financial statements. ________________________________________________________________________ 5 MAR VENTURES, INC. STATEMENT OF CASH FLOWS (Unaudited) ________________________________________________________________________
FOR THE NINE MONTHS ENDED MAY 31, 1997 ____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (86,995) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Amortization of film costs 10,000 Depreciation 322 Common stock used for services 37,038 Changes in operating assets and liabilities: Accounts receivable 8,148 Accounts payable and accrued expenses (21,215) Other assets (1,605) Net cash used by operating activities (54,307) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from related party 26,000 Sale of common stock 285,000 Net cash provided by financing activities 311,000 NET INCREASE IN CASH 256,693 CASH, BEGINNING OF PERIOD 27,018 CASH, END OF PERIOD $ 283,711 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ -0- Cash paid for income taxes $ 1,000
During the nine months ended May 31, 1997, the Company exchanged 358,654 shares for amounts due to its principal shareholder and Chief Executive Officer ($46,625). In addition, the Company issued 221,150 shares for professional services valued at $26,538. See accompanying notes to financial statements. ________________________________________________________________________ 6 PART I - FINANCIAL INFORMATION Item 1. MAR VENTURES, INC. NOTES TO THE FINANCIAL STATEMENTS 1. GENERAL 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. 2. SALE OF COMMON STOCK During the quarter ended May 31, 1997, the Company sold 1,140,000 shares of its common stock for $285,000. On June 3, 1997, the Company entered into a Letter of Intent with Pyr Energy, LLC ("Pyr") pursuant to which the Company has an option to purchase the stock of Pyr or effect a merger or other combination of the two companies. In connection with the Letter of Intent, the Company made a short-term loan to Pyr in the amount of $275,000. 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. During the quarter ended May 31, 1997 the Company raised $285,000, through a private placement of its common stock. The Company sold 1,140,000 shares at $0.25 per share. In addition, the Company signed a letter of intent, dated June 3, 1997, with Pyr Energy, LLC pursuant to which Mar Ventures has been granted the option to either (I) acquire all of the membership interests in Pyr or (ii) to effect a merger or other combination of Mar Ventures (or a subsidiary corporation or other entity controlled by Mar Ventures) and Pyr. In connection with the letter of intent, Mar Ventures has made a short-term loan in the amount of $275,000 to Pyr. Pyr Energy, LLC , is an independent oil and gas company whose focus is on exploration in the United States. RESULTS OF OPERATIONS License revenue from the Company's library for the quarter ended May 31, 1997, was $6,575. 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 May 31, 1997, was $7,555. The majority of the loss was incurred as a result of the fees paid for legal, accounting, and other general and administrative expenses incurred to maintain the minimal operations of the Company. 8 LIQUIDITY AND CAPITAL RESOURCES At May 31, 1997, the Company's cash and accounts receivable were insufficient to insure the Company's continued existence as a going concern. During the nine months ended May 31, 1997, the Company had a negative cash flow from operating activities of $54,307. During the period ending May 31, 1997, the Company borrowed $6,500 from its majority shareholder to fund current operations. As stated above, during the quarter ended May 31, 1997 the Company raised $285,000, through a private placement of its common stock. The Company sold 1,140,000 shares at $0.25 per share. Management expects to meet its current cash requirements through license revenues, borrowings from a related party as necessary, and additional sales 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. 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 ADDITIONAL EQUITY. 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 May 31, 1997, 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. 9 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: July 1, 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: July 1, 1997 /s/ Buddy Young ------------------------------ Buddy Young, Director Dated: July 1, 1997 /s/ L. Stephen Albright ------------------------------ L. Stephen Albright, Director Dated: July 1, 1997 /s/ Steven Katten ------------------------------ Steven Katten, Director 10 EX-27 2
5 9-MOS AUG-31-1997 MAY-31-1997 283,711 0 17,852 0 10,000 311,563 4,086 4,086 317,368 40,325 0 0 0 2,200 455,841 317,368 10,947 10,947 12,055 97,942 0 0 0 (85,995) 1,000 0 0 0 0 (86,995) (.10) 0
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