<PAGE>
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
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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
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(Financial Statements Commence on Following Page)
3
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MAR VENTURES, INC.
<TABLE>
<CAPTION>
BALANCE SHEET
NOVEMBER 30, 1996 (Unaudited)
________________________________________________________________________
<S> <C>
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
</TABLE>
See accompanying notes to financial statements.
________________________________________________________________________
4
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MAR VENTURES, INC.
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED NOVEMBER 30, 1996
(Unaudited)
________________________________________________________________________
<S> <C>
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
</TABLE>
See accompanying notes to financial statements.
________________________________________________________________________
5
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MAR VENTURES, INC.
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996 (Unaudited)
________________________________________________________________________
<S> <C>
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-
</TABLE>
See accompanying notes to financial statements.
________________________________________________________________________
6
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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
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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
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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
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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.
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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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> NOV-30-1996
<CASH> 6,663
<SECURITIES> 0
<RECEIVABLES> 23,629
<ALLOWANCES> 0
<INVENTORY> 20,000
<CURRENT-ASSETS> 50,292
<PP&E> 4,086
<DEPRECIATION> (3,764)
<TOTAL-ASSETS> 54,814
<CURRENT-LIABILITIES> 60,524
<BONDS> 0
0
0
<COMMON> 480
<OTHER-SE> 99,398
<TOTAL-LIABILITY-AND-EQUITY> 54,814
<SALES> 2,872
<TOTAL-REVENUES> 2,872
<CGS> 905
<TOTAL-COSTS> 905
<OTHER-EXPENSES> 13,552
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,585)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,585)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
