SCHEDULE 14A
PROXY STATEMENT
Information Required in Proxy Statement
SCHEDULE 14A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MARINE EXPLORATION, INC.
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(Name of Registrant as Specified in Its Charter)
None
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Marine Exploration, Inc.
535 16th Street, Suite 820
Denver, CO 80202
(303) 459-2485
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the shareholders of Marine Exploration, Inc.:
A Special Meeting of Shareholders of Marine Exploration, Inc. (the
"Company") will be held at 535 16th Street, Suite 820, Denver, CO 80202 at 10:00
a.m., Mountain Time on December 4, 2008 in order:
1. To authorize the officers and directors of the Company to amend the
Company's Articles of Incorporation to increase the number of Common Shares
authorized from 500,000,000 to 1,000,000,000;
All shareholders are invited to attend the meeting. Shareholders of record
at the close of business on November 4, 2008, the Record Date, fixed by the
Board of Directors, are entitled to notice of and to vote at the meeting. A
complete list of shareholders entitled to notice of and to vote at the meeting
will be open for examination by shareholders beginning 10 days prior to the
meeting for any purpose germane to the meeting during normal business hours at
the Company's offices at 535 16th Street, Suite 820, Denver, CO 80202.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested to either complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope, or to record their proxy by other
means. The proxy may be revoked by the person executing the proxy by filing,
with the secretary of the Company, an instrument of revocation or duly executed
proxy bearing a later date, or by electing to vote in person at the meeting.
By Order of the Board of Directors
/s/ Miguel Thomas Gonzalez
Miguel Thomas Gonzalez
President and Chief Executive Officer
November 14, 2008
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Marine Exploration, Inc.
535 16th Street, Suite 820
Denver, CO 80202
(303) 459-2485
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PROXY STATEMENT
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PROXIES ARE BEING SOLICITED BY THE COMPANY, AND YOU ARE
REQUESTED TO SUBMIT YOUR PROXY TO THE COMPANY.
Solicitation and Revocability of Proxy
This proxy statement ("Proxy Statement") and the accompanying proxy
("Proxy") is furnished in connection with the solicitation by the Board of
Directors (the "Board") of Marine Exploration, Inc. a Colorado corporation (the
"Company"), for use at the Special Meeting of Shareholders (the "Special
Meeting") to be held at 535 16th Street, Suite 820, Denver, CO 80202 on December
4, 2008 at 10:00 a.m., Mountain Daylight Time, and for any postponement or
adjournment thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.
The Company will bear the cost of solicitation of proxies. In addition to
the solicitation of proxies by mail, certain officers, agents and employees of
the Company, without extra remuneration, may also solicit proxies personally by
telephone, telefax or other means of communication. In addition to mailing
copies of this material to shareholders, the Company may request persons, and
reimburse them for their expenses in connection therewith, who hold stock in
their names or custody or in the names of nominees for others, to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Special Meeting and voting in person.
The mailing address of the Company's principal executive office is 535 16th
Street, Suite 820, Denver, CO 80202, and its telephone number at this office is
(303) 459-2485.
This Proxy statement ("Proxy Statement") is provided by the Board of
Directors (the "Board") of Marine Exploration, Inc., a Colorado corporation (the
"Company"), for use at the Special Meeting of Shareholders (the "Special
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Meeting") to be held at 535 16th Street, Suite 820, Denver, CO 80202 on November
11, 2008 at 10:00 a.m., Mountain Time, and for any postponement or adjournment
thereof, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders.
The mailing address of the Company's principal executive office is 535 16th
Street, Suite 820, Denver, CO 80202, and its telephone number at this office is
(303) 459-2485.
Shares Outstanding and Voting Rights
Holders of shares of the Company's common stock (the "Common Stock") of
record at the close of business on November 4, 2008 (the "Record Date") are
entitled to vote at the Special Meeting or any postponement or adjournment
thereof. On the Record Date, there were 187,528,301 shares of Common Stock
issued and outstanding. Each outstanding share of Common Stock is entitled to
one vote.
The holders of a majority of the outstanding shares of the Company entitled
to vote on the matters proposed herein, present in person or by proxy, shall
constitute a quorum at the Special Meeting. The approval of a majority of the
outstanding shares of Common Stock present in person or represented by proxy,
assuming a quorum at the Special Meeting, is required for the adoption of the
matters proposed herein.
The form of Proxy solicited by the Board affords shareholders the ability
to specify a choice among approval of, disapproval of, or abstention with
respect to, each matter to be acted upon at the Special Meeting. Shares of
Common Stock represented by the Proxy will be voted, except as to matters with
respect to which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not have the effect of votes in opposition to a director or
"against" any other proposal to be considered at the Special Meeting.
The person named as proxy is Miguel Thomas Gonzalez. All shares of Common
Stock represented by properly executed proxies which are returned and not
revoked will be voted in accordance with the instructions, if any, given
therein. If no instructions are provided in a Proxy, the shares of Common Stock
represented by your Proxy will be voted FOR the approval of Proposal 1 in
accordance with the Proxy holder's best judgment at the Special Meeting.
Dissenter's Rights
Under Colorado law, shareholders are not entitled to dissenter's rights of
appraisal on any proposal referred to herein.
The approximate date on which this Proxy Statement and the accompanying
form of Proxy are first being mailed to shareholders is November 19, 2008.
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INFORMATION RELATING TO PROPOSAL
PROPOSAL #1: TO AUTHORIZE THE AMENDMENT THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF COMMON SHARES AUTHORIZED FROM 500,000,000 TO
1,000,000,000.
The Company seeks the approval of stockholders to amend the Articles of
Incorporation of the Company to increase the authorized common stock of the
Company from 500,000,000 to 1,000,000,000 shares. Such increase is required to
enable the Company to meet its obligations to issue stock in connection with
convertible debt, warrants, and to facilitate future financings.
Other Potential Transactions
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's stockholders pursuant to
the authority and discretion of the Company's management to complete share
issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except involving a merger where the number of shares of common
stock of the Company issued will equal more than 20% of the issued and
outstanding shares of common stock of the Company prior to the transaction)
involving share issuances are in the discretion and business judgment of the
Board of Directors in their exercise of fiduciary responsibility, but require a
determination by the Board that the shares are being issued for fair and
adequate consideration.
In the future event that the Board continues to issue shares for
capital, services, or acquisitions, the present management and stockholders of
the Company most likely will not have control of a majority of the voting shares
of the Company.
It is likely that the Company may acquire other compatible business
opportunities through the issuance of common stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior stockholder has paid, or at a price greater than the
then current market price. Typically, unregistered shares are issued at less
than market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations which such
shares are subject to.
The rights of the existing holders of common stock will not be
affected, except that the authorization of a large number of additional shares
and the issuance of additional shares for future transactions will allow the
following types of actions or events to occur without the current stockholders
being able to effectively prevent such actions or events:
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1. Dilution may occur due to the issuance of additional shares. The
percentage ownership of the Company by the existing shareholders will be diluted
from 99% to 50% upon authorization of the additional shares.
2. Control of the Company by existing stockholders may change due to
new issuances.
3. The election of the Board of Directors may be dominated by new large
stockholders, effectively blocking current stockholders from electing directors.
4. Business plans and operations may change.
5. Mergers, acquisitions, or divestitures may occur which are approved
by the holders of any newly issued shares in the future.
6. Management might use the additional shares issued in the future to
resist or frustrate a third party transaction which could offer an above market
premium that is favored by a majority of the independent shareholders.
None of our Articles, Bylaws, Employment Agreements or Credit
Agreements have any material anti-takeover consequences. There are no plans or
proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE IN AUTHORIZED COMMON
STOCK.
In the event that the ballot is left blank for the proposal, it will be
deemed a "For" vote.
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business
experience of our executive officer and directors for the past five years.
MIGUEL THOMAS GONZALEZ, 32, PRESIDENT, SECRETARY, TREASURER, AND DIRECTOR
Mr. Gonzalez has acted as our president and a director since May 8,
2007. From 2006 to present Mr. Gonzalez has acted as Manager and sole owner of
MTG Financial Services, LLC, a Denver Colorado company which provides corporate
and directive services and sells side analytics for hedge funds. From 2004 to
2006 Mr. Gonzalez acted as a professional research associate of Immunology with
the Slansky laboratory in the University of Colorado Health Science Center in
Denver, Colorado. Prior to 2004, he was a student and research laboratory
assistant at the University of Colorado Boulder in the areas of Molecular,
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Cellular, and Developmental Biology and Biochemistry in Boulder, Colorado. Mr.
Gonzalez also serves as a Director of Riverside Technologies, Inc. In 2004, Mr.
Gonzalez graduated from the University of Colorado with a Bachelor of Science
degree in Molecular Cellular Developmental Biology and Biochemistry. Mr.
Gonzalez devotes substantially all of his business time to our affairs.
ROBERT L. STEVENS, 42, VICE PRESIDENT, FINANCIAL COMMUNICATIONS
From 2001 to 2005, Mr. Stevens was founder and Chairman of X-Clearing
Corporation a transfer agent with no involvement of day to day activities. Since
1998, Mr. Stevens has also been the President and sole shareholder of A Squared
Holdings Corp., a Colorado corporation engaged in consulting and martial arts
instruction. Mr. Stevens is also a partner and founder of Hoss Capital LLC from
02/21/07 to current and also partner and founder of Technology Partners LLC from
01/11/2006 to current and is an acting Manager in both LLC's. In April of 2008
to current Mr. Robert Stevens has acted as the Vice President of Financial
Communications for Marine Exploration Inc. Mr. Stevens devotes approximately 75
percent of his business time to our affairs.
PAUL ENRIGHT, 46, VICE PRESIDENT, BUSINESS DEVELOPMENT
From 2003 to 2005, Mr. Enright has been an Independent Consultant for
Public Companies. Mr. Paul Enright is also a partner and founder of Hoss Capital
LLC from 02/21/07 to current and also partner and founder of Technology Partners
LLC from 01/11/2006 to current and is an acting Manager in both LLC's. In April
of 2008 to current, Mr. Paul Enright has acted as the Vice President of Business
Development for Marine Exploration Inc. Mr. Enright devotes approximately all of
his business time to our affairs.
Mr. Gonzalez, Mr. Stevens and Mr. Enright do not have professional training
or technical credentials in the marine exploration, development and operation of
salvage vessels or in the collection and sales of salvaged artifacts.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of the date
of this report, and by the Officers and Directors, individually and as a group.
The percent of class is based on 105,923,501 shares of common stock issued and
outstanding as of June 30, 2008. Except as otherwise indicated all shares are
owned directly.
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Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class
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Robert L. Stevens(1)
535 16th Street, Suite 820
Common Stock Denver, CO 80202 37,856,250(2)(3) 35.7%
Paul Enright(1)
535 16th Street, Suite 820
Common Stock Denver, CO 80202 37,856,250(2)(4) 35.7%
Miguel Thomas Gonzalez(1)
535 16th Street, Suite 820
Common Stock Denver, CO 80202 100,000(5) *
All Officers and Directors
Common Stock as a Group (3 persons) 75,812,500 71.5%
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* Less than 1%
(1) Officer and/or director of our Company
(2) Includes 19,163,000 shares owned by Hoss Capital, LLC, and 16,549,500 shares
held in the name of Technology Partners, LLC. Each of these LLC's is owned in
equal percentages by Robert L. Stevens and Paul D. Enright.
(3) Includes 20,000,000 shares held by the Robert L. Stevens Family Trust.
Robert L. Stevens is a beneficial owner of one hundred percent of the Robert L.
Stevens Family Trust.
(4) Includes 20,000,000 shares held by the Paul D. Enright Family Trust. Paul D.
Enright is a beneficial owner of one hundred percent of the Paul D. Enright
Family Trust.
(5) These shares are beneficially owned through his solely owned company MTG
Financial Services, LLC, a Colorado limited liability company.
No other entity or person receives any compensation from us or on our behalf.
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our inception on March 7, 2007 (inception of
the development stage) through June 30, 2008.
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Non-Equity Non-qualified
Stock Option Incentive Deferred All Other Total
Name and Principal Salary Bonus Awards Awards Plan Compensation Compensation Compensation
Position Year ($) ($) ($) ($) Compensation Earnings ($) ($)
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Miguel Thomas 2008 $48,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $48,000
Gonzales(1), President,
Secretary & Treasurer
Mr. Robert Stevens
Vice President of
Financial
Communications 2008 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Mr. Paul Enright
Vice President of
Business Development 2008 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
(1) Mr. Gonzalez receives an annual salary of $48,000 per year which salary is
paid by MTG Financial Services, LLC for management services that he provides to
it as well as to us.
FINANCIAL AND OTHER INFORMATION
Reference is made to the financial statements and other information
included in the Company's Special Report on Form 10-KSB for the period ended
June 30, 2008 (as filed with the Securities and Exchange Commission on October
2, 2008), which is incorporated herein by reference. If you wish to receive a
copy of such report, the Company undertakes to provide to you, without charge,
upon a written or oral request by you and by first class mail or other equally
prompt means within one business day of receipt of such request, a copy of such
report. Written requests for such report should be addressed to the Office of
the President, Marine Exploration, Inc., 535 16th Street, Suite 820, Denver, CO
80202.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
Annual meeting, it must be received by Miguel Thomas Gonzalez, the President of
the Company, at Marine Exploration, Inc., 535 16th Street, Suite 820, Denver, CO
80202, no later than 30 days prior to fiscal year end, in order to be included
in the Company's proxy statement and form of proxy relating to that meeting. It
is anticipated that the next Annual Meeting will be held in September, 2009.
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OTHER MATTERS
The Board is not aware of any other matter other than those set forth
in this Proxy Statement that will be presented for action at the Special
Meeting. If other matters properly come before the Special Meeting, the persons
named as proxies intend to vote the shares they represent in accordance with
their best judgment in the interest of the Company.
Dated: November 14, 2008 MARINE EXPLORATION, INC.
By the order of the Board of Directors
/s/ Miguel Thomas Gonzalez
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Miguel Thomas Gonzalez, CEO and Director
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BALLOT
Marine Exploration, Inc.
9737 Wadsworth Pkwy
Denver, CO 80202
(303) 459-2485
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Miguel Thomas Gonzalez proxy, with full
power of substitution, for and in the name or names of the undersigned, to vote
all shares of Common Stock of Marine Exploration, Inc. held of record by the
undersigned at the Special Meeting of Stockholders to be held on December 4,
2008, at 10:00 a.m., at 535 16th Street, Suite 820, Denver, CO 80202, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Special Meeting and Proxy Statement, receipt of which is hereby acknowledged,
and upon any other business that may properly come before, and matters incident
to the conduct of, the meeting or any adjournment thereof. Said person is
directed to vote on the matters described in the Notice of Special Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before, and matters incident to the conduct of,
the meeting and any adjournment thereof.
1. To authorize the officers and directors of the Company to amend the
Company's Articles of Incorporation to increase the number of Common Shares
authorized from 500,000,000 to 1,000,000,000;
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD IN
THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE STATED PROPOSALS.
Number of shares owned ________________
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Signature of Stockholder Signature if held jointly
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Printed name: ________________________ Printed name: ________________________
Address: ____________________________
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Dated: _________________________, 2008
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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