UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Marine Exploration, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
56824A103
(CUSIP Number)
Joseph Zimlich
103 West Mountain Ave.
Fort Collins, Colorado 80524
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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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1 | | NAMES OF REPORTING PERSONS WestMountain Prime, LLC | | | | | | | |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | | | | | | |
| (a) o | | | | | | | |
| (b) o | | | | | | | |
| | | | | | | | | |
3 | | SEC USE ONLY | | | | | | | |
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| | | | | | | | |
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4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | | | | | |
| |
| PF |
| | | | | | | | | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
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6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | | |
| | | | | | | | |
| Colorado | | | | | | | |
| | | | | | | | | | |
| 7 | | SOLE VOTING POWER | | | | | | | |
| | | | | | | | | |
NUMBER OF | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
SHARES | 8 | | SHARED VOTING POWER | | | | | | | |
BENEFICIALLY | | | | | | | | | |
OWNED BY | | — | | | | | | | |
| | | | | | | | | | |
EACH | 9 | | SOLE DISPOSITIVE POWER | | | | | | | |
REPORTING | | | | | | | | | |
PERSON | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
WITH | 10 | | SHARED DISPOSITIVE POWER | | | | | | | |
| | | | | | | | | |
| | — | | | | | | | |
| | | | | | | | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | | |
| | | | | | | | |
| 50,000,000 | | | | | | | |
| | | | | | | | | |
12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | | | | | |
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| o | | | | | | | |
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13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | | |
| | | | | | | | |
| 9.7% | | | | | | | |
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14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| OO - Limited Liability Company | | | | | | | |
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1 | | NAMES OF REPORTING PERSONS BOCO Investments, LLC | | | | | | | |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | | | | | | |
| (a) o | | | | | | | |
| (b) o | | | | | | | |
| | | | | | | | | |
3 | | SEC USE ONLY | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | | | | | |
| |
| AF |
| | | | | | | | | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | | |
| | | | | | | | |
| Colorado | | | | | | | |
| | | | | | | | | | |
| 7 | | SOLE VOTING POWER | | | | | | | |
| | | | | | | | | |
NUMBER OF | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
SHARES | 8 | | SHARED VOTING POWER | | | | | | | |
BENEFICIALLY | | | | | | | | | |
OWNED BY | | — | | | | | | | |
| | | | | | | | | | |
EACH | 9 | | SOLE DISPOSITIVE POWER | | | | | | | |
REPORTING | | | | | | | | | |
PERSON | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
WITH | 10 | | SHARED DISPOSITIVE POWER | | | | | | | |
| | | | | | | | | |
| | — | | | | | | | |
| | | | | | | | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | | |
| | | | | | | | |
| 50,000,000 | | | | | | | |
| | | | | | | | | |
12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | | |
| | | | | | | | |
| 9.7% | | | | | | | |
| | | | | | | | | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| OO - Limited Liability Company | | | | | | | |
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1 | | NAMES OF REPORTING PERSONS Pat Stryker Living Trust, dated October 14, 1976 | | | | | | | |
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2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | | | | | | |
| (a) o | | | | | | | |
| (b) o | | | | | | | |
| | | | | | | | | |
3 | | SEC USE ONLY | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | | | | | |
| |
| AF |
| | | | | | | | | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | | |
| | | | | | | | |
| Colorado | | | | | | | |
| | | | | | | | | | |
| 7 | | SOLE VOTING POWER | | | | | | | |
| | | | | | | | | |
NUMBER OF | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
SHARES | 8 | | SHARED VOTING POWER | | | | | | | |
BENEFICIALLY | | | | | | | | | |
OWNED BY | | — | | | | | | | |
| | | | | | | | | | |
EACH | 9 | | SOLE DISPOSITIVE POWER | | | | | | | |
REPORTING | | | | | | | | | |
PERSON | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
WITH | 10 | | SHARED DISPOSITIVE POWER | | | | | | | |
| | | | | | | | | |
| | — | | | | | | | |
| | | | | | | | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | | |
| | | | | | | | |
| 50,000,000 | | | | | | | |
| | | | | | | | | |
12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | | |
| | | | | | | | |
| 9.7% | | | | | | | |
| | | | | | | | | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| OO - Trust | | | | | | | |
| | | | | | | | | | | | |
1 | | NAMES OF REPORTING PERSONS Pat Stryker | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | | | | | | |
| (a) o | | | | | | | |
| (b) o | | | | | | | |
| | | | | | | | | |
3 | | SEC USE ONLY | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | | | | | |
| |
| AF |
| | | | | | | | | |
5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | | |
| | | | | | | | |
| Colorado | | | | | | | |
| | | | | | | | | | |
| 7 | | SOLE VOTING POWER | | | | | | | |
| | | | | | | | | |
NUMBER OF | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
SHARES | 8 | | SHARED VOTING POWER | | | | | | | |
BENEFICIALLY | | | | | | | | | |
OWNED BY | | — | | | | | | | |
| | | | | | | | | | |
EACH | 9 | | SOLE DISPOSITIVE POWER | | | | | | | |
REPORTING | | | | | | | | | |
PERSON | | 50,000,000 | | | | | | | |
| | | | | | | | | | |
WITH | 10 | | SHARED DISPOSITIVE POWER | | | | | | | |
| | | | | | | | | |
| | — | | | | | | | |
| | | | | | | | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | | |
| | | | | | | | |
| 50,000,000 | | | | | | | |
| | | | | | | | | |
12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| o | | | | | | | |
| | | | | | | | | |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | | |
| | | | | | | | |
| 9.7% | | | | | | | |
| | | | | | | | | |
14 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | | | | | |
| | | | | | | | |
| IN | | | | | | | |
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this “Schedule”) relates to the shares of common stock, $0.001 par value (the “Common Stock”), of Marine exploration, Inc., a Colorado corporation (the “Company”). The principal executive offices of the Company are located at 535 Sixteenth Street, Suite 820, Denver, Colorado 80202..
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement (collectively, the “Reporting Persons”) are:
| (a) | | BOCO Investments, LLC, a Colorado limited liability company (“BOCO”); |
| | | |
| (b) | | WestMountain Prime, LLC, a Colorado limited liability company (“WMP”) |
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| (c) | | Pat Stryker Living Trust, dated October 14, 1976, as amended; and |
| | | |
| (d | | Pat Stryker, a Colorado resident. |
BOCO and WMP are Colorado limited liability companies. The principal business of BOCO and WMP is to purchase, hold and sell securities for investment purposes. The controlling member of BOCO and WMP is the Pat Stryker Living Trust, dated October 14, 1976, as amended. The principal purpose of the Pat Stryker Living Trust is to hold securities and other assets for estate planning purposes. The trustee of the Pat Stryker Living Trust is Pat Stryker. The business address of each of the Reporting Persons is 262 East Mountain Ave., Fort Collins, Colorado 80524.
During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making any of them 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
During the year 2008, WMP loaned the Company a total of $730,000.00 through various loans beginning in March, 2008 and ending in October, 2008. Each loan had the same terms. A total of 50,000,000 shares of Common Stock or approximately 9.7% of the Company were issued at a price $0.001 per share to WMP as additional consideration for the notes.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons hold the shares of Company Common Stock for investment. In addition, the Reporting Persons may sell shares of Company Common Stock from time to time as they deem advisable and depending on market conditions. Except as set above, the Reporting Persons do not have any present plans or intentions which would result in or relate to any of the matters set forth in subparagraphs (b) through (j) of the instructions to Item 4 of Schedule I 3D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As of December 31, 2009, based upon information provided by the Company, there were 513,751,988 shares of Common Stock outstanding. The Reporting Persons’ interest in the Company is as follows:
| (a) | WMP directly owns 50,000,000 shares of Company Commnn Stock, or 9.7% of the issued and outstanding shares of Common Stock of the Company. |
| (b) | WMP owns approximately 49.6% of WestMountain Blue, LLC, a private Colorado limited liability company, which in turn owns 90% of WestMountain Asset Management, Inc., a publicly reporting company under the Securities Exchange Act of 1934. West Mountain Asset Management, Inc. owns 175,000,000 shares of Company Common Stock and 50,000,000 warrants to purchase Common Stock. While the Reporting Persons maybe deemed to beneficially own some or all of the shares of Company Common Stock owned by West Mountain Asset Management, the Reporting Persons disclaim beneficial ownership in any such shares. |
| (c) | The controlling member of WMP is the Pat Stryker Living Trust, dated October 14, 1976, as amended. Thus, the Reporting Persons beneficially own 50,000,000 shares of Company Common Stock, representing total beneficial ownership of 9.7% of the Company’s outstanding common stock; however, as noted in (b) above, the Reporting Persons disclaims beneficial ownership as to the shares and warrants held by WestMountain Asset Management, Inc. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is attached hereto and incorporated by reference:
99.1 Joint Filing Agreement dated March 10, 2010.
SIGNATURE
Signatures:
After reasonable Inquiry, and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
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| WESTMOUNTAJN PRIME, LLC |
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| By: BOCO Investments, LLC, its Majority Member |
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| /s/ Joseph C. Zimlich |
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| Joseph C. Zimlich, Manager |
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| BOCO INVESTMENTS, LLC |
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| By: /s/ Joseph C. Zimlich |
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| Joseph C. Zimlich, Manager |
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| PAT STRYKER LIVING TRUST |
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| /s/ Pat Stryker |
| Pat Stryker, Trustee |
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| /s/ Pat Stryker |
| Pat Stryker, Individually |