SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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
-------------
<PAGE>
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 prior 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 Registrant has requested Farber &
Hass to furnish the Registrant with a letter addressed to the Securities And
Exchange Commission (the " Commission") stating whether it agrees with the
statements made in this Item 4. The Registrant has further requested Farber &
Hass to provide that letter as promptly as possible so that the Registrant can
file the letter with the Commission within ten business days after the filing of
this report on Form 8-K.
2
<PAGE>
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.
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 19, 1997 MAR VENTURES INC.
By: /s/ D. Scott Singdahlsen
--------------------------------
D. Scott Singdahlsen
President
3
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.
<PAGE>
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.
###"
