KRYS BOYLE, P.C.
Attorneys at Law
Suite 2700 South Tower
Telephone 600 Seventeenth Street Facsimile
(303) 893-2300 Denver, Colorado 80202 (303) 893-2882
August 5, 2005
United States Securities and
Exchange Commission
Division of Corporation Finance
Attn: Max A. Webb, Assistant Director
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Re: Odyssey Marine Exploration, Inc.
Amendment No. 1 to the Form 10-KT
Filed June 17, 2005
SEC File No. 1-31895
Dear Mr. Webb:
This letter will serve as a response and/or explanation with respect to
the comments in your letter dated July 25, 2005 (the "Comment Letter")
regarding Odyssey Marine Exploration, Inc. ("Odyssey," the "Company" or the
"Registrant"). The entire text of the comments contained in your comment
letter has been reproduced in this letter for ease of reference. A response
to each comment is set forth immediately below the text of the comment.
Form 10-K Filed June 17, 2005, as amended
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Description of Business, page 3
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1. Please identify the four customers you reference on page 10.
The Company has filed a further amendment to its Form 10-KSB to add the
names of the four customers, as requested.
Consolidated Statements of Cash Flows
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2. We note your response to our prior comment number 13 in which you
explain the terms of the transaction in which certain convertible loans were
converted into common shares. Please confirm that you will include
disclosures similar to those provided in your response to our prior comment in
the notes to your financial statements in future filings. We believe these
disclosures are necessary in order to understand the terms under which your
convertible loans were converted into common shares. Also, your statement of
changes in stockholders' equity should also be revised to include separate
disclosures of such transactions, rather than including them in the caption,
common stock issued for cash. Please confirm that you will provide such
disclosures in future filings, where applicable.
On behalf of the Company, this will confirm that we will provide
disclosures similar to those provided in response to prior Comment No. 13
in future filings. In addition, in the future we will include separate
disclosures of such transactions in the our statement of changes in
stockholders equity instead of including them in the caption "common
stock issued for cash."
Other
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As noted in our prior letter, we urge all persons who are responsible for
the accuracy and adequacy of the disclosures in the filing reviewed by the
staff to be certain that they have provided all information investors require
for an informed decision. Since the company and its management are in
possession of all facts relating to a company's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Attached hereto is the requested written statement from the Company.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.
* * * * * * * * * *
If you have any additional questions or comments, or if you would like us
to provide any additional information, please contact me immediately.
Sincerely,
KRYS BOYLE, P.C.
By: /s/ Jon D. Sawyer
Jon D. Sawyer
cc: Odyssey Marine Exploration, Inc.
Attachment
ODYSSEY MARINE EXPLORATION, INC.
5215 W. Laurel Street
Tampa, Florida 33607
August 5, 2005
United States Securities and
Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of Odyssey Marine Exploration, Inc. (the "Company"), please be
advised that in connection with the Company's responses to the staff's
comments the Company acknowledges that:
* the Company is responsible for the adequacy and accuracy of the
disclosures in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
ODYSSEY MARINE EXPLORATION, INC.
By: /s/ John C. Morris
John C. Morris, President