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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Mar Ventures Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
55261N107
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(CUSIP Number)
Timothy J. Alvino, Dewey Ballantine, 1301 Avenue of the Americas, New York, NY
10019-6092, 212-259-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 29, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / / .
Check the following box if a fee is being paid with the statement /X/ . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 5526N107 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ostis Ventures, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF
SHARES 400,000
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
400,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 8
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.001
per share ("Common Stock"), of Mar Ventures Inc., a Delaware corporation (the
"Issuer"), having its principal executive offices at 17337 Ventura Boulevard,
Encino, California
91316.
ITEM 2. IDENTITY AND BACKGROUND.
The following information is provided for the Reporting Person:
(a) Name: Ostis Ventures, Ltd.
(b) Business address: c/o Simone Sednaoui, 155 Avenue Victor Hugo, Paris
75116, France
(c) Present principal occupation and related information: private
investment company
(d) During the last five years, neither the Reporting Person nor its
Managing Director (identified below) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor its
Managing Director (identified below) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a British Virgin Islands corporation.
Other than its Managing Director, the Reporting Person has no executive officer
or director.
The Managing Director of the Reporting Person is Simone Sednaoui. Ms. Sednaoui
is a private investor and her principal business address is 155 Avenue Victor
Hugo, Paris 75116, France. Ms. Sednaoui is a citizen of France.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock beneficially owned by the Reporting
Person were acquired pursuant to a subscription agreement between the Issuer and
the Reporting Person dated May 29, 1997, whereby the Reporting Person acquired
200,000 units, each consisting of (i) one share of Common Stock of the Company,
(ii) one warrant to purchase one-half of one share of Common
Page 3 of 7 Pages
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Stock on or before October 31, 1997 at an exercise price of U.S. $1.25 per share
(or U.S. $0.625 per one-half share) and (iii) one warrant to purchase one-half
of one share of Common Stock on or before January 31, 1998 at an exercise price
of U.S. $1.75 per share (or U.S. $0.875 per one-half share) for a purchase price
of $50,000.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person holds the Common Stock for the purpose of
investment, constituting a portion of its securities portfolio. The Reporting
Person intends to reexamine its investment in the Issuer from time to time and,
depending on market conditions and other factors, may purchase or sell shares of
Common Stock, if appropriate opportunities to do so are available, on such terms
and at such times as it considers advisable.
Subject to the foregoing, the Reporting Person does not have
any present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an interdealer quotation system of a registered national securities association;
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(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 200,000 shares of
Common Stock, 200,000 warrants to purchase one-half of one share of Common Stock
on or before October 31, 1997 at an exercise price of U.S. $1.25 per share (or
U.S. $0.625 per one-half share) and 200,000 warrants to purchase one-half of one
share of Common Stock on or before January 31, 1998 at an exercise price of U.S.
$1.75 per share (or U.S. $0.875 per one-half share). If the Reporting Person
were to exercise all of his warrants to purchase Common Stock, it would own
approximately 16.7% of the issued and outstanding shares of Common Stock, based
on information provided by the Issuer to the Reporting Person that the Issuer
presently has 2,199,804 shares of Common Stock issued and outstanding.
The Reporting Person's Managing Director does not
beneficially own any Common Stock (other than in her capacity as Managing
Director of the Reporting Person) and the Managing Director has no right to
acquire any Common Stock (other than in her capacity as Managing Director of
the Reporting Person).
(b) The Reporting Person currently has the sole power to vote
or direct the vote and to dispose or direct the disposition of 200,000 shares of
the Common Stock referred to in paragraph (a). If the Reporting Person were to
exercise all of his warrants to purchase Common Stock, it would have the sole
power to vote or direct the vote and to dispose or direct the disposition of
400,000 shares of Common Stock.
The Reporting Person's Managing Director does not have the
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Common Stock beneficially owned by the Reporting Person
(other than in her capacity as Managing Director of the Reporting Person).
(c) On May 29, 1997, the Reporting Person acquired 200,000
units, each consisting of (i) one share of Common Stock of the Company, (ii) one
warrant to purchase one-half of one share of Common Stock on or before October
31, 1997 at an exercise price of U.S. $1.25 per share (or U.S. $0.625 per
one-half share) and (iii) one warrant to purchase one-half of one share of
Common Stock on or before January 31, 1998 at an
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exercise price of U.S. $1.75 per share (or U.S. $0.875 per one- half share) for
a purchase price of $50,000.
Other than such acquisition, the Reporting Person has not
effected any transactions in the Common Stock during the past sixty days, and no
executive officer or director of the Reporting Person has effected any
transactions in the Common Stock during the past sixty days.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of the Common Stock beneficially owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Person and any other person with respect to any securities of the
Issuer, including any contract, arrangement, understanding or relationship
concerning transfer or voting of any securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 26, 1997
OSTIS VENTURES, LTD.
/s/ Simone Sednaoui
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Simone Sednaoui
Manager
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