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 September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-29127
MARMAR ACQUISITION CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 87-0644408
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8 East Broadway, Suite 620, Salt Lake City, Utah 84111
(Address of principal executive offices)
801-532-7858
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of September 30, 2000: 500,000
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
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FORM 10-QSB
MARMAR ACQUISITION CORPORATION
INDEX
Page
PART I. Financial Information
Unaudited Condensed Balance Sheets - 3
September 30, 2000 and December 31, 1999
Unaudited Condensed Statements of 4
Operations for the Three and Nine Months
Ended September 30, 2000 and for the
Period From Inception on December 23,
1999 through September 30, 2000
Unaudited Condensed Statements of Cash 5
Flows for the Three and Nine Months Ended
September 30, 2000 and for the Period
From Inception on December 23, 1999
through September 30, 2000
Notes to Consolidated Financial 6
Statements
Management's Plan of Operation 9
PART II. Other Information 10
Signatures 10
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PART I. FINANCIAL INFORMATION
MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
September 30, December 31,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 415 $ 2,000
___________ ___________
Total Current Assets 415 2,000
___________ ___________
$ 415 $ 2,000
__________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 150 $ 550
___________ ___________
Total Current Liabilities 150 550
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
500,000 shares issued and
outstanding 500 500
Capital in excess of par value 1,500 1,500
Deficit accumulated during the
development stage (1,735) (550)
___________ ___________
Total Stockholders' Equity 265 1,450
___________ ___________
$ 415 $ 2,000
__________________________
The balance sheet at December 31, 1999 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
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MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
From Inception
For the Three For the Nine on December 23,
Months Ended Months Ended 1999 Through
September 30 , September 30, September 30,
2000 2000 2000
_________________________________________
REVENUE $ - $ - $ -
EXPENSES:
General and Administrative 150 1,185 1,735
_________________________________________
LOSS BEFORE INCOME TAXES (150) (1,185) (1,735)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
_________________________________________
NET LOSS $ (150) $ (1,185) $ (1,735)
____________________________________________
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00)
____________________________________________
The accompanying notes are an integral part of these unaudited
condensed financial statements.
4
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MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
From Inception
For the ThreeFor the Nineon Decem
ber 23,
Months EndedMonths Ended1999 Through
September 30,September 30,September 30,
2000 2000 2000
__________________________________
__
Cash Flows From Operating Activities:
Net loss $ (150) $(1,185) $(1,735)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 150 (400) 150
____________________________________
Net Cash (Used) by
Operating Activities - (1,585) (1,585)
____________________________________
Cash Flows From Investing Activities - - -
____________________________________
Net Cash Provided by
Investing Activities - - -
____________________________________
Cash Flows From Financing Activities:
Proceeds from issuance of common stock - - 2,000
____________________________________
Net Cash Provided by
Financing Activities - - 2,000
____________________________________
Net Increase (Decrease) in Cash - (1,585) 415
Cash at Beginning of Period 415 2,000 -
____________________________________
Cash at End of Period $ 415 $ 415 $ 415
_______________________________________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the nine months ended September 30, 2000:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
5
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MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Marmar Acquisition Corporation (the Company) was
organized under the laws of the State of Nevada on December 23,
1999. The Company has not commenced planned principal operations
and is considered a development stage company as defined in
Statement of Financial Accounting Standards (SFAS) No. 7. The
Company is seeking potential business ventures. The Company has,
at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 30, 2000 and 1999 and for the periods then ended have
been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the company's December 31, 1999 audited financial
statements. The results of operations for the periods ended
September 30, 2000 are not necessarily indicative of the
operating results for the full year.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, amounted to $550 and were
expensed during the period ended December 31, 1999.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the financial
statements, the Company considers all highly liquid debt
investments purchased with a maturity of three months or less to
be cash equivalents.
Accounting Estimates - The preparation of 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 disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
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MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135 "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others, " and SFAS No. 137, " Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB Statement No. 133 (an amendment of FASB
Statement No. 133)," were recently issued. SFAS No. 132, 133,
134, 135, 136, and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 10,000,000 shares of
preferred stock, $.001 par value, with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
September 30, 2000.
Common Stock - During December 1999, in connection with its
organization, the Company issued 500,000 shares of its previously
authorized, but unissued common stock. The shares were issued
for cash of $2,000 (or $.004 per share).
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to provide
a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss
or tax credit carryforwards. At September 30, 2000, the Company
has available unused operating loss carryforwards of
approximately $1,700, which may be applied against future taxable
income and which expire in 2019 through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent
, in part upon the tax laws in effect, the future earnings of the
Company, and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the
realization of the loss carryforwards the Company has established
a valuation allowance equal to the tax effect of the loss
carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
assets are approximately $600 and $200 as of September 30, 2000
and December 31, 1999, respectively, with an offsetting valuation
allowance at each period end of the same amount resulting in a
change in the valuation allowance of approximately $400 for the
nine months ended September 30, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of September 30, 2000, the Company
has not paid any compensation to any officer or director of the
Company.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his/her office as a mailing address, as needed, at
no expense to the Company.
7
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MARMAR ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company was only recently formed, has incurred
losses since its inception and has not yet been successful in
establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as
a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations
through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods presented:
From Inception
For the Three For the Nine on December 23,
Months Ended Months Ended 1999 Through
September 30, September 30, September 30,
2000 2000 2000
____________________________________
Loss from continuing operations
available to common shareholders
(numerator) $ (150) $ (1,185) $ (1,735)
_____________________________________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 500,000 500,000 500,000
_____________________________________
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Three Month periods Ended September 30, 2000
The Company had no revenue from continuing operations for the
three months ended September 30, 2000.
General and administrative expenses for the three months ended
September 30, 2000, consisted of general corporate administration,
legal and professional expenses, and accounting and auditing costs.
These expenses were $150 for the three months ended September 30, 2000.
As a result of the foregoing factors, the Company realized a net
loss of $150 for the three months ended September 30, 2000.
Period of Inception on December 23, 1999 to the Nine Months Ended
September 30, 2000
The Company had no revenue from continuing operations for the
period from inception to the nine months ended September 30,
2000.
General and administrative expenses for the nine month period
that ended September 30, 2000 and for the period from inception
to September 30, 2000 consisted of general corporate administration,
legal and professional expenses, and accounting costs. These expenses
were $1,185 for the nine months ended September 30, 2000 and $1,735 for
the period from inception to September 30, 2000. The $550 difference is due
to organizational costs that were expensed during the period that ended
December 31, 1999.
As a result of the foregoing factors, the Company realized a net
loss of $1,185 for the nine months ended September 30, 2000 compared
to a net loss of $1,735 for the period from inception to September 30, 2000.
Liquidity and Capital Resources
At September 30, 2000, the Company had working capital of
approximately $265.
Management believes that its current cash needs can be met with
the cash on hand or from loans from its officers and directors
for at least the next twelve months. However, there can be no
assurances to that effect, as the Company has no significant
revenues and the Company's need for capital may change
dramatically if, during that period, it acquires an interest in a
business opportunity. Should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by selling common stock of the Company
or debt financing.
The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future. Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the
9
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meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 regarding events,
conditions, and financial trends that may affect the Company's
future plans of operations, business strategy, operating results,
and financial position. Persons reviewing this report are
cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties
and that actual results may differ materially from those included
within the forward-looking statements as a result of various
factors. Such factors are discussed under the headings "Item 1.
Description of Business," and "Item 6. Management's Discussion
and Analysis of Financial Condition and Results of Operations,"
and also include general economic factors and conditions that may
directly or indirectly impact the Company's financial condition
or results of operations.
PART II. OTHER INFORMATION
Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended September 30, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the Nine Month Period Ended
September 30, 2000 (Exhibit ref. No. 27).
SIGNATURES
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
MARMAR ACQUISITION CORPORATION
Date: November 6, 2000
By:/s/Cletha A. Walstrand
Cletha A. Walstrand
President, Secretary and Treasurer
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