U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A No. 3
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(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED June 30, 2009
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number 000-24637
MARINE EXPLORATION, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 26-1878284
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
535 Sixteenth Street, Suite 820, Denver, Colorado 80202
(Address of principal executive offices)
303 459 2485
(Registrant's telephone number including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [_] No [X]
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[_] Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [_] No [X]
The aggregate market value of the shares of voting stock held by non-affiliates
of Marine Exploration, Inc. as of June 30, 2009 approximated $19,058,063.
As of June 30, 2009, the Registrant had 448,424,765 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - None
Explanatory Note
This Form 10-K/A No. 3 amends our Form 10-K for the year ended June 30, 2009,
which was filed with the Securities and Exchange Commission (SEC) on September
28, 2009 (the Original Filing.) We are filing this Form 10-K/A No. 3 to amend
Part Iv, Item 15 in order to include Exhibit 23 Consent of Independent
Registered Public Accounting Firm in the document. In connection with the filing
of this Form 10-K/A No. 3 and pursuant to Rules 13a-14(a) or 15d-14(a) under the
Securities Exchange Act of 1934, we are including with this Form 10-K/A certain
currently dated certifications.
This Amendment does not reflect events occurring after the Original Filing
except as noted above. Except for the foregoing amended information, this Form
10-K/A No. 3 continues to speak as of the date of the Original Filing and the
Company has not otherwise updated disclosures contained therein or herein to
reflect events that occurred at a later date.
TABLE OF CONTENTS
Page
PART IV
Item 15. Exhibits and Financial Statement Schedules.................1
SIGNATURES..............................................................2
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is a complete list of exhibits filed as part of this Form 10K/A
#3. Exhibit number corresponds to the numbers in the Exhibit table of Item 601
of Regulation S-K.
Exhibit No. Description
23 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive/Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive/Financial Officer Pursuant to
18 U.S.C. Section 1350
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: June 25, 2010 Marine Exploration, Inc.
/s/ Mark Goldberg
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Mark Goldberg, Chief Executive Officer
(Principal Executive Officer) &
Chief Financial Officer (Principal
Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: June 25, 2010 Marine Exploration, Inc.
/s/ Mark Goldberg
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Mark Goldberg, Chief Executive Officer
(Principal Executive Officer) &
Chief Financial Officer (Principal
Financial Officer)
/s/ Paul Enright
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Paul Enright, President and Director