U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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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, 2008
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number 000-24637
MARINE EXPLORATION, INC.
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(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
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(Address of principal executive offices)
303 459 2485
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(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 20, 2008 approximated $4,516,650.00.
As of June 30, 2008, the Registrant had 105,923,501 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - None
TABLE OF CONTENTS
Page
PART I
Item 1. Business.........................................................1
Item 1A. Risk Factors.....................................................3
Item 1B. Unresolved Staff Comments........................................5
Item 2. Properties.......................................................5
Item 3. Legal Proceedings................................................5
Item 4. Submission of Matters to a Vote of Security Holders..............6
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities .............6
Item 6. Selected Financial Data..........................................6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......10
Item 8. Financial Statements and Supplementary Data......................10
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................11
Item 9A. Controls and Procedures..........................................11
Item 9B. Other Information................................................11
PART III
Item 10. Directors and Executive Officers and Corporate Governance .......11
Item 11. Executive Compensation...........................................12
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................13
Item 13. Certain Relationships and Related Transactions, and Director
Independence...................................................14
Item 14. Principal Accounting Fees and Services...........................14
PART IV
Item 15. Exhibits and Financial Statement Schedules.......................16
SIGNATURES....................................................................17
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934. The statements regarding Marine Exploration, Inc. and
its subsidiaries contained in this report that are not historical in nature,
particularly those that utilize terminology such as "may," "will," "should,"
"likely," "expects," "anticipates," "estimates," "believes" or "plans," or
comparable terminology, are forward-looking statements based on current
expectations and assumptions, and entail various risks and uncertainties that
could cause actual results to differ materially from those expressed in such
forward-looking statements.
Important factors known to us that could cause such material differences are
identified in this report and in our "RISK FACTORS" in Item 1A. We undertake no
obligation to correct or update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any future disclosures we make on related subjects in future reports
to the SEC.
PART I
ITEM 1. BUSINESS
Marine Exploration, Inc. ("we," "us," "our," the "Company" or "Marine") was
originally incorporated in the State of Delaware on June 27, 1996 under the name
Jenkon International, Inc. We changed our name in May 2000 to Multimedia KID,
Inc., and again in August 2006 to Syco, Inc. In April 2007, we reorganized as a
Colorado corporation and changed our name to Marine Exploration, Inc.
On May 11, 2007, in an acquisition classified as a transaction between parties
under common control, we acquired all the outstanding common shares of Marine
Exploration International, Inc. wherein we issued 100,100,000 shares of our
common stock for an equal number of common shares of Marine Exploration
International, Inc.,, making Marine Exploration International, Inc. a wholly
owned subsidiary of our Company. Marine Exploration International, Inc. was
incorporated in the State of Nevada on March 7, 2007 to engage in marine
treasure hunting expeditions. We commenced our new business of marine treasure
hunting in March 2007, but have not yet generated significant revenues.
Our current operations are limited to providing funding to, and making approved
capital expenditures for, our Joint Venture Partner, Hispaniola Ventures, LLC
("Hispaniola"). It is Hispaniola that will engage in the actual search for,
diving to, and recovery of, the cargo and artifacts. Neither we nor Hispaniola
have yet begun operations. In the roles just described, and pursuant to our
Joint Venture Agreement (the "JV Agreement"), we intend to pursue recovery of
two vessels we call Operation Mystery Galleon and Operation Abrojos which
includes, without limitation, an operation to the Serranilla and Bajo Nuevo
Banks in the Caribbean Sea in attempts to recover treasure from a Spanish
Galleon (Mystery Galleon) and, an operation to the South Reef on the Silver
Bank, North of the Dominican Republic to recover treasure from an English
Corsair (Abrojos).
We have no commitments for funding from any of sources, there is no obligation
on the part of any individual or entity to loan us money and there is no
guarantee that we will be able to borrow money or will be successful in selling
our securities to raise money. We cannot assure you that our business plan will
ever be implemented. See Part I, Item 1A, "Risk Factors and Part II, Item 7,
Management's Discussion - Liquidity and Capital Resources."
Underwater search and recovery is time-consuming and expensive. Aside from
having to pay for research and permits, special equipment is often needed to
find and map the shipwreck site and recover the cargo and artifacts. The cargo
may have little or no value, and other countries or individuals may claim
ownership to it, leading to protracted legal actions. We cannot guarantee that
we will be successful in finding valuable artifacts and cargo, or if we do, that
we will be entitled to keep what we find. See Part I, Item 1A, "Risk Factors."
1
We anticipate that we will need approximately $1,690,600 over the next 12 months
to implement our business plan. We intend to fund this capital need through
loans from existing stockholders or other investors. All of this funding goes
directly to our JV Partner, Hispaniola Ventures, LLC. We do not allocate any of
the funds for breakdown, nor do we purchase any of the equipment used for this
activity. We simply fund the project and receive twenty-five percent of the
gross proceeds derived from these operations, in the event that there are any
gross proceeds to distribute from the Joint Venture. Thus we are unable to
discern how our funds will be applied by Hispaniola Ventures. However, it is
reasonable to presume that portions will be used by it to pay general and
administrative expenses, for the purchase of equipment, to obtain licenses and
permits and to charter or lease marine equipment and services. Any remaining
balance of the funds will be held in reserve and used by it for business
purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent of the
proceeds derived from the recovery must be paid to the government in whose
waters the treasure is recovered. The next twenty-five percent will be received
by Hispaniola. The remainder will be received by us.
We have no commitments for funding from any sources, there is no obligation on
the part of any individual or entity to loan us money and there is no guarantee
that we will be able to borrow money or will be successful in selling our
securities to raise money. We cannot assure you that our business plan will ever
be implemented. See Part I, Item 1A, "Risk Factors and Part II, Item 7,
Management's Discussion - Liquidity and Capital Resources."
On June 6, 2007 we filed a registration statement with the US Securities and
Exchange Commission on Form SB-2. Our registration statement became effective on
September 14, 2007, wherein we did register an aggregate of 30,030,000 shares of
our Common Stock. Also, as a result of this registration statement we became a
reporting company pursuant to the Securities Exchange Act of 1934, as amended.
In fiscal year 2008 we issued 130,000 common shares for consulting services
valued at $19,100, and 5,625,000 common shares, valued at $638,000, as
additional compensation for amounts borrowed under notes payable. See "Part II,
Item 7 Management's Discussion - Liquidity and Capital Resources." Share
valuation was based on the market price of our common stock on the date of
issuance. We also recorded a stock subscription payable of $500,000 based on
5,000,000 owed but unissued common shares, also incurred as additional
compensation for a note payable.
During our fiscal year ended June 30, 2008, we granted 3,408,334 common stock
warrants as additional compensation under borrowings, allowing the holder to
purchase one share of common stock per warrant, exercisable immediately at
prices from $0.01 - $0.33 per share with the warrant terms expiring in 2012 and
2013. As of June 30, 2008, all of these warrants remained outstanding. The fair
value of these warrant grants were estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: risk free
interest rate of 2.6 - 3.7%, dividend yield of 0%, expected lives ranging from 4
to 4.5 years, volatility from 142 - 144%. We recorded total compensation expense
under warrant issuances of $653,899 in fiscal year 2008. See "Part II, Item 8,
Financial Statements" and notes thereto.
GOVERNMENT REGULATIONS
Our management assumes that governments, private concerns or insurance companies
may claim rights to shipwrecks that are slated for search and recovery
operations, so we work with a leading international maritime lawyer and policy
expert to monitor international legal initiatives that might affect our projects
on an ongoing basis. Based on this assumption, we undertake rigorous legal
analyses to identify any potential roadblocks to a successful project. In other
cases, we may open the way for an immediate grant of title by a court of
jurisdiction by arranging to purchase an insurance company's interest in a
shipwreck and cargo.
When shipwreck search and recovery activities are slated to take place in
countries' territorial, contiguous or exclusive economic zones we do everything
possible to comply with verifiable applicable regulations and treaties. We
research legal and political aspects of recoveries before initiating operations.
We take into account other factors, including the potential ramifications on the
project of the UNESCO Convention for the Protection of Underwater Cultural
Heritage. The Convention's cultural resource management guidelines and
regulations, especially as they relate to archaeological practices, may restrict
access to historical shipwrecks.
Major maritime governments such as the United States and United Kingdom have
stated their intentions not to sign the Convention and, in most cases, the
Convention does not impact operations in international waters. If we work in
waters of countries who do abide by the convention, we will take Convention
guidelines into account. The UNESCO Convention states that artifacts may not be
sold but it does not prevent companies such as Marine from providing
archaeological services, and we intend to provide such services in contracts
with governments. The trade good we seek to recover include coins, bullion and
gems, which are not artifacts of historical, archaeological or cultural
significance and therefore likely not subject to the rule prohibiting sale.
2
As world interest in protecting underwater cultural heritage increases, we
believe we are poised to offer governments and international agencies the
resources to help manage these resources at the same time it allows the public
to benefit from the educational, scientific, historical and entertainment value
of shipwreck exploration activities.
COMPETITION
Our competitors include Odyssey Marine Exploration, Subsea Resources Ltd. (a UK
company), Sovereign Exploration Associates International Inc. and Admiralty
Holding Company. Each of these entities may have greater resources, including
financial and otherwise, than we currently have available.
EMPLOYEES
As of June 30, 2008, we had 3 full-time employees, all of whom are members of
our management. Mr. Gonzalez is our sole salaried employee as of the date of
this report. None of our employees are members of a union. We do not anticipate
that we will need to retain any additional employees in the future.
ITEM 1A. RISK FACTORS
A variety of risk factors, including those stated in this Annual Report on Form
10-K, are pertinent to investors evaluating shipwreck recovery businesses,
operations and financial condition. This section provides a summary of the major
risks applicable to Marine, but it is not inclusive of all risks.
SUMMARY
RISK FACTORS
o Shipwreck recovery is a high-risk business.
o Marine relies on data that may be unreliable.
o Marine may have limited access to raw materials.
o Natural hazards may affect our operations.
o Marine may not be able to establish rights to objects we recover.
o The market for recovered objects is unpredictable.
o Disposition or sale of recovered objects is unreliable.
o Legal, political, and civil issues may interfere with recovery
efforts.
o There is always the potential that recovered objects can be stolen
from us.
o There are competitors in shipwreck recovery.
o There is the possibility that Marine is denied permission to conduct
salvage operations.
o Various factors affect the potential profitability of documentaries
related to recoveries
o Marine may alter its business strategy or businesses, which may
increase costs or otherwise affect the profitability of our
businesses.
o Marine's ability to raise capital to fund operations and capital
expenditures is uncertain.
o Financial covenants in our notes payable and revolving credit facility
may restrict our operations or harm our financial condition.
o Marine relies on key employees and faces competition in hiring and
retaining qualified employees.
o Marine's issuance of both Common and Preferred Share under the terms
of our Articles of Incorporation may cause dilution.
Shipwreck recovery is a high-risk business.
Investors should be aware that their investment in Marine is extremely
speculative and high risk. Although we have access to substantial data related
to potential recovery sites, its quality and reliability is uncertain. Even when
projects are funded and permitted, there is always the potential that shipwrecks
may not be located or, once located, will be found to have already been salvaged
or may not yield valuable cargo. If valuable objects are found and recovered,
the cost of recovery may exceed the value of the objects recovered or that
private parties or governments will make claims to the objects. Finally, the
market for recovered items is uncertain and there are no guarantees that they
will yield high prices.
3
Marine relies on data that may be unreliable.
Successful recovery projects are of course, first and foremost, dependent
upon the data we obtain regarding a shipwreck location, contents and numerous
other factors. By its nature, these data are based on assumptions, which may or
may not be accurate, and are therefore imprecise, incomplete and unreliable.
Marine may have limited access to raw materials.
Marine must create inventory by recovering valuable cargoes from
shipwrecks. If our exploration and recovery efforts are unsuccessful we will not
have sufficient inventory to sell.
Natural hazards may affect our operations.
Weather, sea conditions and natural hazards can delay or force suspension
of Marine's inherently difficult underwater recovery efforts. Operations are
limited to certain months of the year and Marine cannot guarantee when or if
Marine, or the entities with which we are affiliated, will be able to conduct
search and recovery operations. Unexpected conditions at sea can adversely
affect Marine operations, and our ability to operate themed attractions, at any
time.
Marine may not be able to establish rights to objects we recover.
We are affiliated with other persons and entities, both private and
governmental, that may claim title to the shipwrecks we target for exploration.
Even when we are successful in locating and recovering items, we cannot
guarantee we will be able to establish our right to them if governmental
entities, prior owners, or other attempted salvagers claim an interest. In such
an event, we could incur significant expenditures without generating any
revenue.
The market for recovered objects is unpredictable.
The market price cannot be predicted in advance for items that are located
and recovered, and for which rights are secured. Prices fluctuate with the
highly volatile precious metals market. Marine also has no control over the
volume and type of competing items on the market at any given time, which can
affect prices.
Disposition or sale of recovered objects is unreliable.
Selling items is an uncertain process and a viable market for artifacts and
other recovered items cannot be guaranteed. Marine's cash flow can be adversely
affected by delays in the disposition of recovered items.
Legal, political, and civil issues may interfere with recovery efforts.
Marine cannot predict or control changes in the legal, political or civil
landscape of governments, and these changes can restrict our access to
shipwrecks and interfere with search and recovery operations.
There is the potential that recovered objects can be stolen from us.
"Pirates" and poachers always present a risk to our operations. Thieves can
steal items at sea, before or after recovery, and these thefts may not be
adequately covered by insurance.
There are competitors in shipwreck recovery.
We have identified a number of companies that compete with Marine and other
competitors may emerge. There is always the risk that a competitor may locate
and recover a shipwreck that we have targeted for recovery. Competitors may have
more resources to devote to their projects than Marine does.
There is the possibility that Marine is denied permission to conduct salvage
operations.
In some cases, Marine must obtain proper title or permission to excavate
certain wrecks. Governments and private entities to not always recognize and
honor the title or permission we obtain.
4
Various factors affect the potential profitability of documentaries related to
recoveries.
One component of our business plan is to create themed attractions, whose
success is subject to successful site selection, strong projections, and related
issues. Our projections could be inaccurate and there are economic conditions
out of our control that would affect profitability. Our themed attractions will
be seasonal and face competition with other forms of entertainment.
Changes in our business strategy or restructuring of our businesses may increase
our costs or otherwise affect the profitability of our businesses.
We will adjust our business strategy as changes in the business environment
require, and may incur costs in doing so. Marine's costs may increase and we may
incur significant charges associated with the write-down of assets.
Marine's ability to raise capital to fund operations and capital expenditures is
uncertain.
While marine has successfully raised the necessary funds for our operation
in the past, there is no assurance we can continue to do so. Our ability to
generate cash flow depends on our ability to identify, recover and profitably
dispose of high-value shipwrecks. We cannot guarantee that sales will generate
enough cash flow to meet overall cash requirements. If cash flow is insufficient
to meet our business requirements, we may raise additional capital through other
financing activities.
Financial covenants in our notes payable and revolving credit facility may
restrict our operations or harm our financial condition.
Our notes payable and revolving credit facility contains financial and
operating covenants that may restrict our operating activities. They include net
worth requirements and other debt limitations. If we do not comply with any of
the loan covenants, a default could result and our lenders could accelerate the
timing of our payment obligations. This could negatively impact our business,
operations, financial condition or liquidity.
Marine relies on key employees and faces competition in hiring and retaining
qualified employees.
Given the unique nature of our business, employees are vital to our
success. Certain key managers and personnel would be difficult to replace. We do
not have employment contracts with our key employees or maintain life insurance
on them. Our success depends upon our ability to retain these key employees.
Marine's issuance of both Common and Preferred Share under the terms of our
Articles of Incorporation may cause dilution.
Our Articles of Incorporation authorize the issuance of preferred stock.
Our Board of Directors establishes the terms, preference, rights and
restrictions of the preferred stock and its decisions in this regard could
discourage other persons from attempting to acquire control and thereby insulate
incumbent management. It could be the case that the existence of corporate
devices that would inhibit or discourage takeover attempts could negatively
affect the market value of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We maintain our offices at 535 Sixteenth Street, Suite 820, Denver, Colorado
80202, telephone (303) 459 2485, which consists of 2272 square feet of executive
office space. Our offices are provided at no cost by Technology Partners, LLC, a
shareholder of our Company pursuant to an oral agreement. We believe this
arrangement will meet our needs and continue for the foreseeable future. We have
no other properties.
ITEM 3. LEGAL PROCEEDINGS
As of June 30, 2008, Marine Exploration, Inc has been involved in two lawsuits.
Case number 08-cv-00632-LTB-MEH filed in Colorado jurisdiction and Case number
1:08-cv-20849-ASG filed in Florida. Both actions have been settled out of court
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently traded on the OTC Pink Sheets under the symbol
"MEXP." The table below sets forth the reported high and low bid prices for the
periods indicated. The bid prices shown reflect quotations between dealers,
without adjustment for markups, markdowns or commissions, and may not represent
actual transactions in our Common Stock.
Bid Price
Quarter Ended High Low
- ------------- -------- -------
June 30, 2008 $ 0.34 $ 0.07
March 31, 2008 $ 1.05 $ 0.03
December 31, 2007 $ 2.50 $ 0.88
September 30, 2007 $ 1.01 $ 1.01
June 30, 2007 $ 1.01 $ 1.01
March 31, 2007 $ 1.01 $ 1.01
December 31, 2 $ 6.00 $ 0.15
September 30, $ 0.15 $ 0.05
June 30, 2006 $ 7.50 $ 0.05
As of June, 30 2008, the closing bid price of our Common Stock was $0.15.
As of the date of this Report there were 105,923,501 shares of our Common Stock
issued and outstanding, held by 221 shareholders, not including those
shareholders who hold their shares in "street name."
DIVIDENDS
Holders of the Common Stock are entitled to receive such dividends as may be
declared by our Board of Directors. No dividends have been declared with respect
to our Common or Preferred Stock and none are anticipated in the foreseeable
future.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with our
financial statements and the related notes to those statements included in "Item
8, Financial Statements and Supplementary Data" and with "Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this Form 10-K. The selected financial data has been
derived from our audited and unaudited, reviewed financial statements.
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our consolidated
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward-looking
statements made by, or on, our behalf. We disclaim any obligation to update
forward-looking statements.
OVERVIEW
Marine Exploration, Inc. ("we," "us," "our," the "Company" or "Marine") was
originally incorporated in the State of Delaware on June 27, 1996 under the name
Jenkon International, Inc. We changed our name in May 2000 to Multimedia KID,
Inc., and again in August 2006 to Syco, Inc. In April 2007, we reorganized as a
Colorado corporation and changed our name to Marine Exploration, Inc.
On May 11, 2007, in an acquisition classified as a transaction between parties
under common control, we acquired all the outstanding common shares of Marine
Exploration International, Inc. wherein we issued 100,100,000 shares of our
common stock for an equal number of common shares of Marine Exploration
International, Inc.,, making Marine Exploration International, Inc. a wholly
owned subsidiary of our Company. Marine Exploration International, Inc. was
incorporated in the State of Nevada on March 7, 2007 to engage in marine
treasure hunting expeditions. We commenced our new business of marine treasure
hunting in March 2007, but have not yet generated significant revenues.
Our current operations are limited to providing funding to, and making approved
capital expenditures for, our Joint Venture Partner, Hispaniola Ventures, LLC
("Hispaniola"). It is Hispaniola that will engage in the actual search for,
diving to, and recovery of, the cargo and artifacts. In the roles just
described, and pursuant to our Joint Venture Agreement (the "JV Agreement"), we
intend to pursue recovery of two vessels we call Operation Mystery Galleon and
Operation Abrojos which includes, without limitation, an operation to the
Serranilla and Bajo Nuevo Banks in the Caribbean Sea in attempts to recover
treasure from a Spanish Galleon (Mystery Galleon) and, an operation to the South
Reef on the Silver Bank, North of the Dominican Republic to recover treasure
from an English Corsair (Abrojos). Marine Exploration Inc and Hispaniola
Ventures LLC are currently undergoing preliminary operations in preparation for
launching Missions "Operation Mystery Galleon" and "Operation Abrojos", which
include the end stages of capital formation, equipment purchasing, research,
mission planning, crew training, and marine vessel restoration.
Our vision is to join with individuals and entities on the leading edge of
deep-ocean shipwreck exploration, archeological excavation, education,
entertainment, and marketing of shipwreck cargoes and related merchandise.
7
RESULTS OF OPERATIONS
Comparison of Results of Operations for the years ended June 30, 2008 and 2007
During our fiscal years ended June 30, 2008 and 2007 we did not generate any
revenues. We have a net loss of $3,446,889 from inception period, to June 30,
2008. This compares to a net loss of $3,344,709 for the period of June 30, 2007,
to June 30, 2008, and a net loss of $102,795 for the year ended June 30, 2007.
We had compensatory stock issuances of $657,100 from June 30, 2007 to June 30,
2008, compared to $1,000 from inception (March 7, 2007) to June 30, 2007. We
have had interest payable of $14,943 for the period ended June 30, 2008, which
brings our interest payable total to $22,085 since December 31, 2007. Since
March 7, 2007 we have incurred $893,392 for operating activities. Of this total,
we have used $66,795 for operating activities in the year end period of June 30,
2007, and $827,212 for the year end period of June 30, 2008.
Because we have not generated any revenues from operations, following is our
Plan of Operation.
PLAN OF OPERATION
We anticipate that we will need approximately $1,690,600 over the next 12 months
to implement our business plan. We intend to fund this capital need through
loans from existing stockholders or other investors. Most of this funding goes
directly to our JV Partner, Hispaniola Ventures, LLC.
We do not allocate any of the funds for breakdown, nor do we purchase any of
the equipment used for this activity. We simply fund the project and receive
twenty-five percent of the gross proceeds derived from these operations, in the
event that there are any gross proceeds to distribute from the Joint Venture.
Thus we are unable to discern how our funds will be applied by Hispaniola
Ventures. However, it is reasonable to presume that portions will be used by it
to pay general and administrative expenses, for the purchase of equipment, to
obtain licenses and permits and to charter or lease marine equipment and
services.
Any remaining balance of the funds will be held in reserve and used by it for
business purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent
of the proceeds derived from the recovery must be paid to the government in
whose waters the treasure is recovered. The next twenty-five percent will be
received by Hispaniola. The remainder will be received by us.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2008 we had $179 in cash and cash equivalents.
Our current liabilities include notes payable of $1,380,500 to non-related
parties and $84,300 to related parties at June 30, 2008. Interest payable on all
notes at June 30, 2008 was $22,085. During our fiscal year ended June 30, 2008
we borrowed $950,800 under notes payable with a face amount of $1,553,500. The
difference between the face amount of the notes and the cash received, $602,700,
is amortized to interest expense over the life of the notes. Total amortized
interest expense under these notes in fiscal year 2008 was $246,478, leaving an
unexpensed note discount at June 30, 2008 of $356,222. One of the notes also
bears interest at 7.81% per annum on $300,000 and calls for minimum bi-monthly
interest payments of $976. The amount of these notes remaining outstanding at
June 30, 2008 was $1,380,500, with due dates from January 2009 through May 2009.
All but $65,000 of the notes are secured by all our assets. The notes have no
provision for face amount reduction upon prepayment before the due dates.
Total interest expense in fiscal year 2008 under all notes payable was $270,516,
with accrued interest payable at June 30, 2008 of $22,085. Total required note
principal payments in fiscal year 2009 are $1,464,800.
At June 30, 2008 we had related party loans of $338,693. Operations have been
funded to date by loans from stockholders. Based upon our current expectations,
we believe our cash and cash equivalents, cash generated from operations and
proceeds contributed by our shareholders from our recent borrowing will satisfy
our working capital requirements for fiscal year 2009. However, we anticipate we
will continue to incur net losses throughout fiscal year 2009. Our ability to
generate net income in future periods is dependent upon the success of our
ability to provide funding to our joint venture partner, Hispaniola Ventures,
LLC to enable its recovery and monetizing high-value shipwrecks. At the present
time we cannot determine how long that process may take us. If cash flow is not
sufficient to meet our projected business plan requirements, we will be required
to raise additional capital in fiscal year 2008. While we have been successful
in raising the necessary funds in the past, there can be no assurance that we
can continue to do so.
8
We anticipate that we will need approximately $1,690,600 over the next 12 months
to implement our business plan. While we have nothing in writing confirming any
obligation to do so, we expect to fund this capital need through loans from
existing stockholders or other investors. There are no assurances that we will
receive these funds and our failure to obtain the necessary funding will
jeopardize the successful implementation of our business plan. If raised, all of
this funding will go directly to our JV Partner, Hispaniola Ventures, LLC. We do
not allocate any of the funds for breakdown, nor do we purchase any of the
equipment used for this activity. We simply fund the project and receive
twenty-five percent of the gross proceeds derived from these operations, in the
event that there are any gross proceeds to distribute from the Joint Venture, of
which there can be no assurance. Therefore, we have no control over how these
funds are spent and are unable to discern how our funds will be applied by
Hispaniola Ventures. However, we expect that portions will be used by it to pay
general and administrative expenses, for the purchase of equipment, to obtain
licenses and permits and to charter or lease marine equipment and services. Any
remaining balance of the funds will be held in reserve and used by it for
business purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent
of the proceeds derived from the recovery must be paid to the government in
whose waters the treasure is recovered. The next twenty-five percent will be
received by Hispaniola. The remainder will be received by us.
Based upon our current expectations, we believe our cash and cash equivalents
and proceeds contributed by our shareholders from our recent borrowing will
satisfy our working capital requirements for fiscal year 2009. However, we
anticipate we will continue to incur net losses throughout fiscal year 2009. Our
ability to generate net income in future periods is dependent upon the success
of our ability to provide funding to our joint venture partner, Hispaniola
Ventures, LLC, to enable its recovery and monetizing high-value shipwrecks. At
the present time we cannot determine how long that process may take us. If cash
flow is not sufficient to meet our projected business plan requirements, we will
be required to raise additional capital in fiscal year 2009. While we have been
successful in raising the necessary funds in the past, there can be no assurance
that we can continue to do so.
We do not engage in off-balance sheet financing arrangements and have no
interest in limited purpose entities such as special purpose entities (SPEs) and
structured finance entities.
INFLATION
Although our operations are influenced by general economic conditions, we do not
believe that inflation had a material effect on our results of operations during
the year ended June 30, 2008.
CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES
There have been no material changes in our critical accounting estimates since
June 6, 2007, nor have we adopted any accounting policy that has or will have a
material impact on our consolidated financial statements.
Critical Accounting Estimates
- -----------------------------
We prepare our financial statements in accordance with generally accepted U.S.
accounting practices. Our analysis of our financial position and results of
operations is based upon the financial statements, estimates and judgments (see
Note A to the Financial Statements). Critical accounting estimates provided
reflect significant judgment and uncertainties. We have identified the following
critical accounting estimates and discussed the development, selection and
disclosure of these policies with our audit committee.
Contractual Obligations
- -----------------------
There are no new FASB pronouncements which affect Marine Exploration, Inc.
9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Loss resulting from changes in interest rates, currency exchange rates,
commodity prices and equity prices constitute market risk. Marine does believe
it has material market risk exposure and Marine has not entered into market risk
sensitive instruments to mitigate these risks or for trading or speculative
purposes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item appears beginning on page F-1.
10
MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007 and 2008
F-1
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Marine Exploration, Inc.
Denver, Colorado
I have audited the accompanying consolidated balance sheets of Marine
Exploration, Inc. (a development stage company) as of June 30, 2007 and 2008,
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended, and for the period from March 7, 2007
(inception of the development stage) through June 30, 2008. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Marine Exploration,
Inc. as of June 30, 2007 and 2008, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended, and
for the period from March 7, 2007 (inception of the development stage) through
June 30, 2008 in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficit and stockholders' deficit. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Aurora, Colorado
/s/ Ronald R. Chadwick, P.C.
- ----------------------------
August 14, 2008
RONALD R. CHADWICK, P.C.
F-2
MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, June 30,
2007 2008
------------ ------------
ASSETS
Current assets
Cash $ 291 $ 179
------------ ------------
Total current assets 291 179
------------ ------------
Total Assets $ 291 $ 179
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ -- $ 99,242
Accounts payable - related party 35,000 338,693
Notes payable - related party -- 84,300
Notes payable -- 1,380,500
Interest payable -- 22,085
Unexpensed note discount -- (356,222)
Stock subscriptions payable -- 500,000
------------ ------------
Total current liabilities 35,000 2,068,598
------------ ------------
Total Liabilities 35,000 2,068,598
------------ ------------
Stockholders' Equity
Preferred stock, $.001 par value;
1,000,000 shares authorized;
none issued or outstanding -- --
Common stock, $.001 par value;
500,000,000 shares authorized;
100,168,501 (2007) and 105,923,501
(2008)shares issued and outstanding 100,169 105,924
Additional paid in capital 12,113,463 13,418,707
Accumulated deficit (including
$3,446,889 accum. during the
development stage) (12,248,341) (15,593,050)
------------ ------------
Total Stockholders' Equity (34,709) (2,068,419)
------------ ------------
Total Liabilities and
Stockholders' Equity $ 291 $ 179
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Period From
March 7, 2007
(Inception of
Dev. Stage)
Year Ended Year Ended To
June 30, 2007 June 30, 2008 June 30, 2008
------------- ------------- -------------
Revenues $ -- $ -- $ --
------------- ------------- -------------
-- -- --
------------- ------------- -------------
Operating expenses:
Compensatory equity issuances 1,000 1,310,999 1,311,999
Compensatory subscriptions payable -- 500,000 500,000
General and administrative 101,795 1,263,194 1,364,374
------------- ------------- -------------
102,795 3,074,193 3,176,373
------------- ------------- -------------
Gain (loss) from operations (102,795) (3,074,193) (3,176,373)
------------- ------------- -------------
Other income (expense):
Interest expense -- (270,516) (270,516)
------------- ------------- -------------
Income (loss) before
provision for income taxes (102,795) (3,344,709) (3,446,889)
Provision for income tax -- -- --
------------- ------------- -------------
Net income (loss) $ (102,795) $ (3,344,709) $ (3,446,889)
============= ============= =============
Net income (loss) per share
(Basic and fully diluted) $ (0.00) $ (0.03)
============= =============
Weighted average number of
common shares outstanding 20,935,168 101,598,918
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
MARINE EXPLORATION, INC.
(Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------------
Amount Additional Stock-
($.001 Paid in Accumulated holders'
Shares (1) Par) Capital Deficit Equity
----------- ----------- ----------- ------------ -----------
Balances at June 30, 2006 68,501 $ 69 $12,145,477 $(12,145,546) $ --
Paid in capital -- -- 1,086 -- 1,086
Compensatory stock issuances 100,000 100 900 -- 1,000
Sales of common stock 100,000,000 100,000 (34,000) -- 66,000
Income (loss) for the year -- -- -- (102,795) (102,795)
----------- ----------- ----------- ------------ -----------
Balances at June 30, 2007 100,168,501 $ 100,169 $12,113,463 $(12,248,341) $ (34,709)
Compensatory stock issuances 5,755,000 5,755 651,345 -- 657,100
Compensatory warrant issuances -- -- 653,899 -- 653,899
Income (loss) for the year -- -- -- (3,344,709) (3,344,709)
----------- ----------- ----------- ------------ -----------
Balances at June 30, 2008 105,923,501 $ 105,924 $13,418,707 $(15,593,050) $(2,068,419)
=========== =========== =========== ============ ===========
(1) As adjusted for a 1 for 500 reverse stock split in December 2006.
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period
From
March 7,
2007
(Inception
of
Dev.
Stage)
Year Ended Year Ended To
June 30, June 30, June 30,
2007 2008 2008
----------- ----------- -----------
Cash Flows From Operating Activities:
Net income (loss) $ (102,795) $(3,344,709) $(3,446,889)
Adjustments to reconcile net
loss to net cash provided by
(used for) operating activities:
Compensatory equity issuances 1,000 1,310,999 1,311,999
Accounts payable 99,242 99,242
Related party payables 35,000 338,693 373,693
Interest payable 22,085 22,085
Interest expense - note discount 246,478 246,478
Stock subscriptions payable 500,000 500,000
----------- ----------- -----------
Net cash provided by (used for)
operating activities (66,795) (827,212) (893,392)
----------- ----------- -----------
Cash Flows From Investing Activities: -- -- --
----------- ----------- -----------
Net cash provided by (used for)
investing activities -- -- --
----------- ----------- -----------
(Continued On Following Page)
The accompanying notes are an integral part of the consolidated
financial statements.
F-6
MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
Period
From
March 7,
2007
(Inception
of
Dev.
Stage)
Year Ended Year Ended To
June 30, June 30, June 30,
2007 2008 2008
----------- ----------- -----------
Cash Flows From Financing Activities:
Sales of common stock 66,000 -- 66,000
Paid in capital 1,086 -- 471
Notes payable - borrowings -- 1,000,100 1,000,100
Notes payable - payments -- (173,000) (173,000)
----------- ----------- -----------
Net cash provided by (used for)
financing activities 67,086 827,100 893,571
----------- ----------- -----------
Net Increase (Decrease) In Cash 291 (112) 179
Cash At The Beginning Of The Period -- 291 --
----------- ----------- -----------
Cash At The End Of The Period $ 291 $ 179 $ 179
=========== =========== ===========
Schedule Of Non-Cash Investing And Financing Activities
- -------------------------------------------------------
In fiscal year end 2008 the Company converted $35,000 in related party
payables to notes payable, and borrowed $950,800 in cash from lendors in
exchange for note payable face amounts of $1,553,500.
Supplemental Disclosure
- -----------------------
Cash paid for interest $ -- $ 1,953 $ 1,953
Cash paid for income taxes $ -- $ -- $ --
The accompanying notes are an integral part of the consolidated
financial statements.
F-7
MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Marine Exploration, Inc. (the "Company"), was originally incorporated in the
State of Delaware on June 27, 1996 under the name Jenkon International, Inc. The
Company changed its name in May 2000 to Multimedia KID, Inc., and again in
August 2006 to Syco, Inc. In April 2007 the Company reorganized as a Colorado
corporation and changed its name to Marine Exploration, Inc.
On May 11, 2007, in an acquisition classified as a transaction between parties
under common control, Marine Exploration, Inc. acquired all the outstanding
common shares of Marine Exploration International, Inc. (100,100,000 Marine
Exploration, Inc. common shares were issued for an equal number of common shares
of Marine Exploration International, Inc.), making Marine Exploration
International, Inc. a wholly owned subsidiary of Marine Exploration, Inc. Marine
Exploration International, Inc. was incorporated in the State of Nevada on March
7, 2007 to engage in marine treasure hunting expeditions. The results of
operations of Marine Exploration, Inc. and Marine Exploration International,
Inc. have been consolidated from March 7, 2007 forward. The Company commenced
its new business of marine treasure hunting in March 2007, but has not yet
generated significant revenues, and is therefore considered a development stage
company.
Principles of consolidation
- ---------------------------
The accompanying consolidated financial statements include the accounts of
Marine Exploration, Inc. and its wholly owned subsidiary. All intercompany
accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents
- -------------------------
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Fiscal year
- -----------
The Company employs a fiscal year ending June 30.
F-8
MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Income tax
- ----------
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net income (loss) per share
- ---------------------------
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Revenue recognition
- -------------------
Revenue is recognized on an accrual basis as earned under contract terms.
Property and equipment
- ----------------------
Property and equipment are recorded at cost and depreciated under the straight
line method over each item's estimated useful life.
Financial Instruments
- ---------------------
The carrying value of the Company's financial instruments, including cash and
cash equivalents and accrued payables, as reported in the accompanying balance
sheet, approximates fair value.
Stock based compensation
- ------------------------
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are recorded
based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration received
or the fair value of the equity instrument, whichever is more reliably
measurable.
F-9
MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Products and services, geographic areas and major customers
- -----------------------------------------------------------
The Company plans to generate revenue from the sale of salvaged marine treasure.
Sales are anticipated to be to external customers, either domestic or foreign.
NOTE 2. RELATED PARTY TRANSACTIONS
The Company at June 30, 2007 and 2008 had $35,000 and $338,693 due to entities
under common control for working capital advances. The Company uses a transfer
agent controlled by a major shareholder. Fees paid to the transfer agent in
fiscal year end 2007 and 2008 were $759 and $1,677.
NOTE 3. INCOME TAXES
Deferred income taxes arise from the temporary differences between financial
statement and income tax recognition of net operating losses. These loss
carryovers are limited under the Internal Revenue Code should a significant
change in ownership occur. The Company accounts for income taxes pursuant to
SFAS 109. The Company's losses prior to 2005 were incurred primarily by a
foreign subsidiary several years prior in an unrelated business. The Company
believes these losses to have limited value for U.S. tax purposes. The Company's
accrual of net operating loss carryforwards is from 2005 forward. At June 30,
2007 and 2008 the Company had net operating loss carryforwards of approximately
$103,000 and $2,800,000 which begin to expire in 2027. The deferred tax asset of
$20,500 and $558,000 created by the net operating loss has been offset by a 100%
valuation allowance. The change in the valuation allowance in 2007 and 2008 was
$20,500 and $536,500.
NOTE 4. NOTES PAYABLE
At June 30, 2008 the Company had notes payable to a related party shareholder of
$84,300, unsecured and bearing interest at 12%, due in March 2008.
The Company in fiscal year 2008 borrowed cash of $950,800 under notes payable
with a face amount of $1,553,500. The difference between the face amount of the
notes and the cash received, $602,700, is amortized to interest expense over the
life of the notes. Total amortized interest expense under these notes in fiscal
year 2008 was $246,478, leaving an unexpensed note discount at June 30, 2008 of
$356,222. One of the notes also bears interest at 7.81% per annum on $300,000
and calls for minimum bi-monthly interest payments of $976. The amount of these
notes remaining outstanding at June 30, 2008 was $1,380,500, with due dates from
January 2009 through May 2009. All but $65,000 of the notes are secured by all
Company assets. The notes have no provision for face amount reduction upon
prepayment before the due dates.
F-10
MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. NOTES PAYABLE (Continued):
Total interest expense in fiscal year 2008 under all notes payable was $270,516,
with accrued interest payable at June 30, 2008 of $22,085. Total required note
principal payments in fiscal year 2009 are $1,464,800.
NOTE 5. STOCKHOLDERS' EQUITY
Common stock
- ------------
In fiscal year 2008 the Company issued 130,000 common shares for consulting
services valued at $19,100, and issued 5,625,000 common shares valued at
$638,000 as additional compensation for amounts borrowed under notes payable.
Share valuation was based on the market price of the Company's shares on the
date of issuance. The Company also recorded a stock subscription payable of
$500,000 based on 5,000,000 owed but unissued common shares, also incurred as
additional compensation for a note payable.
Stock options and warrants
At June 30, 2008 the Company had stock options and warrants outstanding as
described below.
Non-employee stock options and warrants
- ---------------------------------------
The Company accounts for non-employee stock options and warrants under SFAS
123(r), whereby option and warrant costs are recorded based on the fair value of
the consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. Unless otherwise provided for, the
Company covers option and warrant exercises by issuing new shares.
During fiscal year 2008 the Company granted 3,408,334 common stock warrants as
additional compensation under borrowings, allowing the holder to purchase one
share of common stock per warrant, exercisable immediately at prices from $0.01
- - $0.33 per share with the warrant terms expiring in 2012 and 2013. As of June
30, 2008, all of these warrants remained outstanding. The fair value of these
warrant grants were estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions: risk free interest rate of
2.6 - 3.7%, dividend yield of 0%, expected lives ranging from 4 to 4.5 years,
volatility from 142 - 144%. The Company recorded total compensation expense
under warrant issuances of $653,899 in fiscal year 2008.
F-11
MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. COMMITMENTS
The Company in March 2007 entered into a joint venture agreement (the
"Agreement") to fund a salvage and treasure recovery operation for certain
specific projects. The Agreement calls for the Company to provide working
capital of $17,000 per month from the date of the Agreement forward, plus
$300,000 in funding 90 days from the initial date of trading of the Company's
stock, plus additional amounts as earned under contract terms.
NOTE 7. GOING CONCERN
The Company has suffered recurring losses from operations and has a working
capital deficit and stockholders' deficit which raise substantial doubt about
the Company's ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial institutions.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going concern.
F-12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures to ensure that information we
are required to disclose to the SEC is recorded, processed, summarized and
reported in a timely way. Under the supervision and with the participation of
our Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), and other
management, we evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, our management has concluded that our disclosure controls and
procedures are effective to ensure that we are able to collect, process and
disclose the information we are required to disclose in the reports we file
timely with the SEC.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
This report's Financial Statement Section contains management's report on our
internal controls over financial reporting. That section also contains, the
Independent Registered Public Accounting Firm's attestation report on
management's assessment of the effectiveness of our internal control over
financial reporting.
There have been no significant changes in our internal controls over financial
reporting during the fiscal year ended June 30, 2008, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Following is a list of our officers and directors:
Name Age Position
- ---------------------- --- ----------------------------------------
Miguel Thomas Gonzalez 32 President, Secretary, Treasurer and
Director
Robert L. Stevens 42 Vice President, Financial Communications
Paul D.Enright 46 Vice President, Business Development
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.
11
Mr. Miguel Thomas 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, 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 Stevens from 2001-2005 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.
Mr. Paul Enright from 2003 -2005 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.
ITEM 11. EXECUTIVE COMPENSATION
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.
Non-Equity Non-qualified
Stock Option Incentive Deferred All Other Total
Name and Principal Salary Bonus Awards Awards Plan Compensation Compensation Compensation
Position Year ($) ($) ($) ($) Compensation Earnings ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------
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
12
(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.
No other entity or person receives any compensation from us or on our behalf.
STOCK OPTION PLAN
We have not adopted a stock plan as of the date of this report. We may adopt a
stock plan in the future.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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.
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class
- -------------- ----------------------------- -------------------- ----------
Robert L. Stevens(1)
535 16th Street, Suite 820
Common Stock Denver, CO 80202 37,856,250(2)(3)
Paul Enright(1)
535 16th Street, Suite 820
Common Stock Denver, CO 80202 37,856,250(2)(4) %
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%
- ------------------
* 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.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 11, 2007, in an acquisition classified as a reverse merger transaction
between parties under common control, we acquired all the outstanding common
shares of Marine Exploration International, Inc. wherein we issued 100,100,000
shares of our common stock for an equal number of common shares of Marine
Exploration International, Inc.,, making Marine Exploration International, Inc.
a wholly owned subsidiary of our Company. Marine Exploration International, Inc.
was incorporated in the State of Nevada on March 7, 2007 to engage in marine
treasure hunting expeditions.
Technology Partners, LLC, an entity owned Robert Stevens and Paul Enright, an
officer and principal shareholder, provides us office space under its lease
without charge.
At June 30, 2007 and 2008 we had $35,000 and $338,693 due to Technology
Partners, LLC and Hoss Capital, LLC for working capital advances. These entities
are owned by Robert Stevens and Paul Enright, respectively, officers and
principal shareholders of our Company. These loans are demand notes, not
memorialized in any separate written agreements. These loans could conceivably
be converted into equity securities which would result in further dilution to
our shareholders at the time of such conversion. These loans have no set
interest rate or any other specific repayment terms. Thus, repayment could occur
on terms that are detrimental to us. This Indebtedness is expected to be repaid
from profits earned by and through the Joint Venture. The Indebtedness is not
memorialized by any written agreement.
We use a transfer agent controlled by Robert Stevens, a major shareholder. Fees
paid to the transfer agent in fiscal year end 2007 and 2008 were $759 and
$1,677.
Technology Partners, LLC and Hoss Capital, LLC have agreed to finance the
Company as required to fulfill our obligations under the JV Agreement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated by reference under
the heading "Independent Auditor Fees" of the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held on July 1, 2008.
Indemnification Provisions
- --------------------------
Under our bylaws and certain consulting and employment agreements, we have
agreed to indemnify our officers and directors for certain events arising as a
result of the officer's or director's serving in such capacity. The term of the
indemnification agreement is as long as the officer or director remains in the
employment of the company. The maximum potential amount of future payments we
could be required to make under these indemnification agreements is unlimited.
Critical Accounting Estimates
- -----------------------------
The discussion and analysis of our financial position and results of operations
is based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the U.S. The preparation of
these financial statements requires us to make estimates and judgments that
affect our financial position and results of operations. See Note A to the
Financial Statements for a description of our significant accounting policies.
Critical accounting estimates are defined as those that are reflective of
significant judgment and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We have identified
the following critical accounting estimates. We have discussed the development,
selection and disclosure of these policies with our audit committee.
14
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Marine Exploration, Inc.
Denver, Colorado
I have audited the accompanying consolidated balance sheets of Marine
Exploration, Inc. (a development stage company) as of June 30, 2007 and 2008,
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended, and for the period from March 7, 2007
(inception of the development stage) through June 30, 2008. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Marine Exploration,
Inc. as of June 30, 2007 and 2008, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended, and
for the period from March 7, 2007 (inception of the development stage) through
June 30, 2008 in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficit and stockholders' deficit. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description
31.1 Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Office Pursuant to 18 U.S.C.
Section 1350
32.2 Certification of Chief Financial Office Pursuant to 18 U.S.C.
Section 1350
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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 thereunder duly authorized.
Date: September 29, 2008 MARINE EXPLORATION, INC.
By /s/ Miguel Thomas Gonzalez
----------------------------
Chief Financial Officer and
Authorized Officer
17