MARINA CAPITAL INC
10QSB, 2001-01-08
REAL ESTATE AGENTS & MANAGERS (FOR OTHERS)
Previous: MARINA CAPITAL INC, 10QSB, EX-27, 2001-01-08
Next: MARINA CAPITAL INC, 10QSB, EX-27, 2001-01-08




                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from _____________to_______________

Commission file number:  0-26457

                         MARINA CAPITAL, INCORPORATED
                         ____________________________
                (Name of small business issuer in its charter)

                Utah                                        87-0554016
_______________________________                            __________________
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

 2605 Wall Ave., Ogden, Utah                                      84401
_______________________________________                    __________________
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number:  (801) 394-2400

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for 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 [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

                         Outstanding at September 30, 2000
                         _________________________________
                                    4,080,427
                         $.001 par value common stock

<PAGE>

                              MARINA CAPITAL, INC.
                                  FORM 10-QSB

                               TABLE OF CONTENTS


                        PART I--FINANCIAL INFORMATION

ITEM 1. Financial Statements............................................... 1

ITEM 2. Management Discussion and Analysis of Financial Condition
        and Results of Operations.......................................... 2


                          PART II--OTHER INFORMATION

ITEM 1. Legal Proceedings.................................................. 3

ITEM 2. Changes in Securities and Use of Proceeds.......................... 3

ITEM 3. Defaults Upon Senior Securities.................................... 3

ITEM 4. Submission of Matters to a Vote of Security Holders................ 4

ITEM 5. Other Information.................................................. 4

ITEM 6. Exhibits and Reports on Form 8-K................................... 5


                                       ii
<PAGE>


                        PART I--FINANCIAL INFORMATION

ITEM 1.	Financial Statements.

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
                 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                    INDEX

                                                                Page


Condensed Consolidated Balance Sheets                           F-1

Condensed Consolidated Statements of Operations for the
Three-months ended June 30, 2000 and 1999                       F-3

Condensed Consolidated Statements of Operations for the
Six-months ended June 30, 2000 and 1999                         F-4

Condensed Consolidated Statements of Cash Flows for the
Six-months ended June 30, 2000                                  F-5

Notes to Condensed Consolidated Financial Statements            F-7

                                       1
<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
                    CONDENSED CONSOLIDATED BALANCE SHEETS


                                    ASSETS

                                                  June 30,        December 31,
                                                    2000             1999
                                                _____________   ____________

CURRENT ASSETS
    Cash                                        $   30,211       $   15,714
    Escrow deposits                                 45,100           45,100
    Deposits                                           -                220
                                                __________       __________

          TOTAL CURRENT ASSETS                      75,311           61,034
                                                __________       __________

OTHER ASSETS
    Office equipment (net)                           4,347            4,897
    OlymPeak Estates land                        1,374,962        1,354,445
    Powder Mountain land                            96,000           96,000
    Shupe-Williams Plaza                           314,590          287,986
    Loan fees                                        8,500              -
                                                __________       __________

          TOTAL OTHER ASSETS                     1,798,399        1,743,328
                                                __________       __________

TOTAL ASSETS                                    $1,873,710       $1,804,362
                                                ==========       ==========



                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accrued interest                            $   97,531       $   63,620
    Accounts payable                                18,201           11,126
    Current maturities of notes payable            149,546           74,546
    Trust deposits                                  45,100           45,100
                                                __________       __________

          TOTAL CURRENT LIABILITIES             $  310,378       $  194,392
                                                __________       __________

                                      F-1


The accompanying notes are an integral part of these financial statements.

<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
               CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                  June 30,        December 31,
                                                    2000             1999
                                                _____________   ____________


LONG-TERM LIABILITIES:
    Notes payable                               $  804,853       $  729,853
    Less current maturities                       (149,546)         (74,546)
                                                __________       __________

          NOTES PAYABLE EXCLUDING
            CURRENT MATURITIES                     655,307          655,307
                                                __________       __________

          TOTAL LIABILITIES                        965,685          849,699
                                                __________       __________

REDEEMABLE PREFERRED STOCK
    Redeemable preferred stock - 5,000,000
      shares no par value authorized,
        124,259 shares issued and outstanding      390,778              -
        84,259 shares issued and outstanding           -            240,778
                                                __________       __________

          TOTAL REDEEMABLE PREFERRED STOCK         390,778          240,778
                                                __________       __________

STOCKHOLDERS' EQUITY
    Common stock - 30,000,000 shares $.001
      par value authorized
       4,067,094 shares issued and outstanding   2,257,681              -
       4,058,774 shares issued and outstanding         -          2,226,481

    Contributed capital                          1,390,464        1,390,464

    Deficit accumulated in the
     development stage                          (3,130,898)      (2,903,060)
                                                __________       __________

          TOTAL STOCKHOLDERS' EQUITY               517,247          713,885
                                                __________       __________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $1,873,710       $1,804,362
                                                ==========       ==========

                                      F-2


The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                        Three-months     Three-months     March 5, 1996
                                            ended            ended        (inception) to
                                        June 30, 2000    June 30, 1999    June 30, 2000
                                        _____________    _____________    _____________
<S>                                      <C>              <C>              <C>
REVENUE
    Real estate sales commissions        $      -         $    5,700       $    97,306
    Rent-land                                   -                -               3,300
    Sale of land                                -                -              40,000
                                         __________       __________       ___________
          TOTAL REVENUE                         -              5,700           140,606
                                         __________       __________       ___________

    Cost of sales                               -                -              25,000
                                         __________       __________       ___________
          GROSS MARGIN                          -              5,700           115,606
                                         __________       __________       ___________

OPERATING EXPENSES
    Abandoned projects                          -                -              27,184
    Accounting & legal                        8,828           17,496           292,314
    Advertising and promotion                   -                -              14,171
    Commissions                                 -              1,345            80,565
    Consulting                                  -              1,688           186,641
    Dues and registrations                      120              977            10,378
    Office expenses                           4,251            5,495           107,009
    Taxes                                     4,908            5,459            67,339
    Travel & entertainment                   13,668           14,775           167,270
    Telephone                                 1,826            2,297            41,579
    Salaries                                 63,998           66,350           730,082
    Insurance                                 4,519            4,576            41,661
    Depreciation                                275              114             2,107
    Other compensation                          -                -           1,390,464
                                         __________       __________       ___________
          TOTAL OPERATING
            EXPENSES                        102,393          120,572         3,158,764
                                         __________       __________       ___________
          NET LOSS FROM
            OPERATIONS                     (102,393)        (114,872)       (3,043,158)
                                         __________       __________       ___________

OTHER INCOME AND (EXPENSE)
    Interest income                             237              -              12,616
    Interest expense                        (11,098)          (6,623)         (100,356)
                                         __________       __________       ___________
          TOTAL OTHER INCOME
            AND (EXPENSE)                   (10,861)          (6,623)          (87,740)
                                         __________       __________       ___________

NET LOSS                                 $ (113,254)      $ (121,495)      $(3,130,898)
                                         ==========       ==========       ===========
BASIC AND DILUTED LOSS PER SHARE              $(.03)           $(.03)
                                              =====            =====

WEIGHTED AVERAGE
  COMMON SHARES-BASIC AND DILUTED         4,062,934        3,971,119

</TABLE>

                                      F-3

  The accompanying notes are an integral part of these financial statements.

<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Six-months      Six-months
                                                    ended           ended
                                                June 30, 2000   June 30, 1999
                                                _____________   _____________

REVENUE - Real estate sales commissions          $    3,000      $    13,675
                                                 __________      ___________

OPERATING EXPENSES
    Abandoned project                                   -             15,000
    Accounting & legal                               15,435           18,678
    Advertising and promotion                           459              110
    Commissions                                       3,131            4,923
    Consulting                                        2,320            1,688
    Dues and registrations                            2,461            1,667
    Office expenses                                   9,371           11,854
    Taxes                                            11,306           11,452
    Travel & entertainment                           25,740           20,238
    Telephone                                         3,292            4,310
    Salaries                                        127,448          121,425
    Insurance                                         9,124            8,165
    Depreciation                                        551              228
                                                 __________      ___________
          TOTAL OPERATING
            EXPENSES                                210,638          219,738
                                                 __________      ___________
          NET LOSS FROM
            OPERATIONS                             (207,638)        (206,063)
                                                 __________      ___________

OTHER INCOME AND (EXPENSES)
    Interest income                                     874            1,270
    Interest expense                                (21,072)         (13,246)
                                                 __________      ___________

          TOTAL OTHER INCOME  AND (EXPENSE)         (20,198)         (11,976)
                                                 __________      ___________

NET LOSS                                         $ (227,836)     $  (218,039)
                                                 ==========      ===========

BASIC AND DILUTED LOSS PER SHARE                      $(.06)           $(.05)
                                                      _____            _____
WEIGHTED AVERAGE
  COMMON SHARES-BASIC AND DILUTED                 4,062,934        3,971,119

                                      F-4


  The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                       Six-months     Six-months    March 5, 1996
                                                         ended          ended       (inception) to
                                                     June 30, 2000  June 30, 1999   June 30, 2000
                                                     _____________  _____________   ______________
<S>                                                   <C>             <C>            <C>
OPERATING ACTIVITIES
____________________

Net loss                                              $ (227,836)     $ (218,039)    $(3,130,897)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Changes in operating assets and liabilities
      Accounts receivable                                    220          15,000             -
      Accounts payable and accrued expenses               40,986          35,413         115,732
    Depreciation                                             551             228           2,108
    Gain on sale of assets                                   -               -           (16,000)
    Stock option compensation                                -               -         1,390,464
    Stock issued for services                                -               -           231,578
                                                      __________      __________     ___________

Net cash used in operating activities                   (186,079)       (167,398)     (1,407,015)
                                                      __________      __________     ___________

INVESTING ACTIVITIES

Sale of land                                                 -               -            40,000
Equipment purchase                                           -            (1,897)         (6,454)
Real estate development                                  (47,124)       (137,554)     (1,062,659)
Loan fees                                                 (8,500)            -            (8,500)
                                                      __________      __________     ___________

Net cash used in investing activities                    (55,624)       (139,451)     (1,037,613)
                                                      __________      __________     ___________

FINANCING ACTIVITIES

Principle payments on notes payable                          -               -          (487,147)
Proceeds from notes payable                               75,000             -           567,000
Proceeds from sale of common stock                        31,200         427,470       2,004,208
Proceeds from sale of redeemable preferred stock         150,000              -          390,778
                                                      __________      __________     ___________

Net cash provided in financing activities                256,200         427,470       2,474,839
                                                      __________      __________     ___________

Increase in cash                                          14,497         120,621          30,211

Cash at beginning of period                               15,714         166,342             -
                                                      __________      __________     ___________
Cash at end of period                                 $   30,211      $  286,963     $    30,211
                                                      ==========      ==========     ===========

</TABLE>
                                      F-5

  The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
                                  UNAUDITED
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                       Six-months      Six-months   March 5, 1996
                                                         ended           ended      (inception) to
                                                     June 30, 2000   June 30, 1999  June 30, 2000
                                                     _____________   _____________  ______________

<S>                                                   <C>             <C>            <C>
SUPPLEMENTAL DISCLOSURES
________________________

Non-cash investing activities - Acquisition of
  land with issuance of note payable                         -               -       $   725,000
                                                                                     ===========
Cash paid during the period
  for Interest                                        $    6,688      $        0     $   250,158


                                      F-6


  The accompanying notes are an integral part of these financial statements.

<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A.	Nature of Business

	Marina Capital, Incorporated (the Company) was incorporated in Utah on
        March 5, 1996.  The purpose of the Company is to invest in and develop
        various real estate and other business opportunities.  The Company has
        two real estate projects in various stages of development in the
        Northern Utah area, the OlymPeak Estates project and the Shupe-Williams
        building project.  The Company has formed two wholly owned Limited
        Liability Companies to own and manage the Shupe-Williams building
        project.  The Shupe-Williams building was purchased by Shupe-Williams
        Plaza, LLC for $100 and is it's only asset.  Shupe-Williams Plaza, LLC
        is 100% owned by Marina Holding, LLC which has no other assets. Marina
        Holding, LLC is 100% owned by Marina Capital, Incorporated.  All three
        companies have been consolidated into these financials and any
        intercompany transactions have been eliminated.

B.	Basis of  Presentation

	The accompanying unaudited condensed consolidated financial statements
        have been prepared by the Company in accordance with the rules and
        regulations of the Securities and Exchange Commission for Form 10-QSB,
        and accordingly, do not include all of the information and footnotes
        required by generally accepted accounting principles.  In the opinion of
        management, these unaudited condensed consolidated financial statements
        reflect all adjustments, which consist only of normal recurring
        adjustments, which are necessary to present fairly the Company's
        financial position, results of operations and cash flows as of June 30,
        2000 and for the periods presented herein.  These unaudited condensed
        consolidated financial statements should be read in conjunction with the
        consolidated financial statements, and notes thereto, included in the
        Company's annual report on form 10-KSB, as amended, for the year ended
        December 31, 1999 filed with the Securities and Exchange Commission.

        The preparation of the condensed consolidated financial statements in
        conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities, the disclosure of contingent assets
        and liabilities, and the reported amounts of revenue and expense for the
        period being reported.  Actual results could differ from those
        estimates.  The results of operations for the three and six months ended
        June 30, 2000 are not necessarily indicative of the results that may be
        expected for the remainder of the year ending December 31, 2000 or
        future annual periods.

                                      F-7
<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                       NOTES TO CONDENSED CONSOLIDATED
                       FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 - REDEEMABLE PREFERRED STOCK

The Company has issued 124,259 shares of redeemable preferred stock at a price
of $2.50 to $3.00 per share. The redeemable preferred stock bears interest at 10
to 12 percent per annum which is payable in cash or additional preferred stock
of the Company, at the option of the holder.

Interest related to preferred stock in the amounts of $13,246, and $13,246 for
the six-month periods ended June 30, 2000, and 1999, respectively has been
recognized as interest expense in the accompanying condensed consolidated
statements of operations.  Such interest totaled $6,623 for the three-month
periods ended June 30, 2000 and 1999.


NOTE 3 - LOSS PER COMMON SHARE

Basic loss per common share is calculated by dividing the net loss by the
weighted average number of common shares outstanding during the period.
Diluted loss per share is the same as basic loss per share since options to
purchase 900,000 and 888,346 potential shares of common stock for the three and
six month periods ended June 30, 2000, and 1999, respectively, are not included
in the computation of diluted loss per share as their effect would have been
anti-dilutive.


NOTE 4 - CONTINGENT LIABILITIES

Ogden City Corporation and the Ogden City Redevelopment Agency (the City) each
hold a $250,000 trust deed note on the Shupe-Williams Building and adjacent lot.
Said notes will be deemed satisfied upon sufficient completion of the project as
specified in the purchase agreement.  The Company is also subject to
restrictions on transfer of the building.  Management has not reported this
obligation as either an asset or a liability in the financial statements due to
its contingent nature.  Management believes the obligation will never be paid as
it will be satisfied on completion of the project or canceled if the building is
returned to the City.



                                      F-8
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                       NOTES TO CONDENSED CONSOLIDATED
                       FINANCIAL STATEMENTS (CONTINUED)


NOTE 5 - REAL ESTATE

Total capitalized costs and related changes in the cost of developed property
are as follows:


                                          Shupe-       Powder
                           OlymPeak      Williams     Mountain
                           Estates        Plaza        Land            Total
                          _________      ________     ________         _____
Balance at
 December 31, 1999       $1,354,445      $287,986    $   96,000      $1,738,431

  Development costs
  capitalized during
   the six-months
    June 30, 2000            20,517        26,604           -            47,121
                         __________      ________     _________      __________

Balance at
 June 30, 2000           $1,374,962      $314,590    $   96,000      $1,785,552
                         ==========      ========     =========      ==========


NOTE 6 - STOCK OPTION AGREEMENTS

In October and December, 1998, in exchange for services from an existing stock
holder, the Company issued to such stock holder options to acquire an additional
500,000 shares of common stock at the exercise price of $2.50 per share.

Two of the Company's employees have entered into employment agreements which
grant them the right to purchase shares of common stock (each year within 60
days of their anniversary date, beginning November 1, 1997 and ending November
1, 2003) equal to an aggregate total of five percent of the then issued and
outstanding common stock of the Company at an exercise price equal to 75 percent
of the book value of the common shares as of the date of exercise.   The Company
has applied variable-plan accounting with respect to these options, and
accordingly, compensation expense has been recognized in the annual consolidated
statements of operations based on the estimated total intrinsic value of shares
available under option, as measured on each of the anniversary dates for each of
the years ended December 31, 1999, 1998 and 1997.

Effective March 14, 2000, the Company, and the employees described above,
nullified the provision included in the employment agreements which granted
such employees the right to acquire up to five percent of the Company's
outstanding common stock.  In connection with the cancellation of the previous
stock option agreement, the Company granted each of the employees an option to
acquire 200,000 shares of the Company's common stock at the price of $3.50 per
share.  The option to acquire common stock terminates in conjunction with the
termination of the employment agreements on October 31, 2003.  No options were
granted during the three-months ended June 30, 2000.  All options outstanding
June 30, 2000 are exercisable.  The weighted-average remaining contractual life
for all options outstanding as of June 30, 2000 is 4.0 years.


                                      F-9
<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                       NOTES TO CONDENSED CONSOLIDATED
                       FINANCIAL STATEMENTS (CONTINUED)


NOTE 7 - NOTES PAYABLE

During the three-months ended June 30, 2000, the Company borrowed $17,500 from
individuals on short-term notes that bear interest at 10%.  Of this amount,
$12,500 was borrowed from a related stockholder.



                                      F-10
<PAGE>


ITEM 2. Management Discussion and Analysis of Financial Condition
        and Results of Operations

This Form 10-Q may contain trend information and forward-looking statements that
involve risks and uncertainties.  The actual results of operations of the
Company could differ materially from the Company's historical result of
operations and those discussed in such forward-looking statements as a result of
certain factors set forth in this section and elsewhere in this Form 10-Q,
including information incorporated by reference.

RESULTS OF OPERATIONS

Revenues

The Company is primarily engaged in developing two real estate developments,
OlymPeak Estates and the Shupe-Williams Building.  No sales have been realized
from either project as the Company is in the process of obtaining the necessary
permits and funding to develop the projects.  As of June 30, 2000, the Company
had expended $399,962 (in addition to the original land purchase for $975,000)
on OlymPeak Estates and $314,590 on the Shupe-Williams Building for preliminary
construction costs.  All costs have been capitalized.  Prospective buyers have
and are continuing to reserve lots and condo units, but no sales can be
finalized until the projects are sufficiently complete.  The Company has  real
estate agents engaged in brokering other real estate parcels.  This has
generated commissions of $-0- in the current quarter and $5,700 for the quarter
ended June 30, 1999.  $3,000 and $13,675 was earned for the six- months ended
June 30, 2000 and 1999.

Operating Expenses

For the quarter ending June 30, 2000, operating expenses decreased 15% as
compared to the same period from the previous year.  Total operating expenses
were $102,393 and $120,572 for the quarters ending June 30, 2000 and 1999.  The
only significant changes for the quarter was a decrease in accounting and legal
fees from $17,496 to $8,828.   The three-months ended June 30, 1999 was higher
do to costs associated with the Company's Registration with the Securities and
Exchange Commission.  Management feels that operating expenses will remain at
this current level.

For the six months ended June 30, 2000, operating expenses decreased 4% or
$9,100.  Salaries increased $6,023.  Travel increased $5,502 while abandoned
projects decreased by $15,000.

Operating Loss

The Company reported an operating loss of $102,393 for the second quarter of
2000, compared with an operating loss of $114,872 for the prior year's second
quarter.  This was a decrease of 11%.  On a year to date basis, the Company
reported an operating loss increase of 7% or $207,638 in 2000, compared with
an operating loss of $206,063 for the first six months of 1999.  The largest
expenses are salaries $127,448 and travel and entertainment $25,740.  The
Company will more than likely continue to show an operating loss until sales
commence on the OlymPeak and Shupe-Williams projects.

                                       2
<PAGE>

Other Income (Expenses)

For the quarter ending June 30, 2000 and 1999, the Company reported interest
expense of $11,098 and $6,623 related to redeemable preferred
stock and short term notes.  Additionally, the Company has capitalized $14,317
interest per quarter on the OlymPeak land purchase note.    Year-to-date
interest expense for the six-months ended June 30, 2000 and 1999 was $21,072
and $13,246.

Income Taxes

Although the Company has incurred operating losses during the six-month and
three-month periods ended June 30, 2000, no income tax benefit has been
recognized.  The Company continues to be in the development stage, and although
it has certain real estate projects under various degrees of development, the
Company has a limited operating history.  Currently, there is not adequate
assurance the Company will be able to generate sufficient future profits
necessary to realize income tax benefits from losses incurred through June 30,
2000.

Liquidity and Financial Resources

The Company had negative working capital of ($235,067) at June 30, 2000.  It has
invested $1,794,052 in real estate projects and has long-term debt of $655,307.
Stockholders have invested $4,038,923 in the Company as of June 30, 2000 with
$143,700 being invested during the three months ended June 30, 2000. The Company
is working on obtaining financing to complete construction on the two projects
in progress.  Current estimates are that the OlymPeak Estates project will
require approximately $1,000,000 to complete and Shupe-Williams $4,500,000.
Management feels it will be able to obtain the financing needed to complete the
construction and also fund ongoing operations either through additional stock
transactions or loans.  However, no loan commitments have been made and there
can be no assurance that such funds will be raised in sufficient amounts to meet
the cash requirements of the Company.

                         PART II -- OTHER INFORMATION

ITEM 1.	Legal Proceedings.

	The Company has no legal proceedings in effect.

ITEM 2. Changes in Securities and Use of Proceeds.

	There have been no changes in securities during this reporting period.

ITEM 3. Defaults Upon Senior Securities.

	The Company has incurred no defaults upon senior securities during this
        reporting period.

                                       3
<PAGE>

ITEM 4.	Submission of Matters to a Vote of Security Holders.

	The Company held an Annual Meeting of Shareholders' on June 2, 2000
        whereby the following matters by Proxy were presented to and voted on by
        the Company's Shareholders.

	Re-elected as the Company's Directors were: Larry R. Walker (votes for:
        3,580,977), Richard V. Murray (votes for: 3,580,977), Russell C. Maughan
        (votes for: 3,334,353) and William J. Tabar (votes for: 2,711,812).
        Elected as new Directors of the Board were: Glen J. Mecham (votes for:
        2,948,185) and Morton Miller (votes for: 2,711,812).

	There were no votes against or authority to withhold a vote for any of
        the elected Directors.  Each Director will serve in such capacity for
        the following year.

	The following were elected to the Company's Advisory Board:  Charles A.
        Priest (votes for: 3,143,093, no votes against and 1,000 abstentions),
        Gene Harter (votes for: 3,116,984, no votes against and no abstentions),
        Thomas J. Lyons (votes for: 2,969,617, no votes against and 37,500
        abstentions) and Dennis L. Walton (votes for: 2,697,063, no votes
        against and no abstentions).  Each Advisor will serve in such capacity
        for the following year.

	The Shareholders voted to retain Davis, James & Chase-Kraaima as the
        Company's independent CPA by a vote of 3,736,797 for and there were no
        votes against or any abstentions.

	The Shareholders elected to ratify the employment of a qualified CPA for
        the Company's required SEC filings by a vote of 3,736,797 for and there
        were no votes against or any abstentions.  The Board of Directors were
        given the authority to retain a CPA of their choice.

	The Shareholders voted to ratify the allowance of the Company to
        compensate outside Directors and Members of the Board of Advisors by a
        vote of 3,734,797 for and there were no votes against or any
        abstentions.

ITEM 5.	Other Information.

	None.

                                       4
<PAGE>

ITEM 6.	Exhibits and Reports on Form 8-K.

	(a)  Exhibits

	Exhibit No. 27	Financial Data Schedule

	(b)  Form 8-K

	There were no reports filed on Form 8-K.


                                  SIGNATURES


In accordance with 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.


Marina Capital, Inc.
(Registrant)


/s/Larry R. Walker
_______________________________
Larry R. Walker
Chief Executive Officer


Date:   January 5, 2001



</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission