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
September 13, 2005
United States Securities and
Exchange Commission
Division of Corporation Finance
Attn: Sara W. Dunton, Attorney-Advisor
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Re: Odyssey Marine Exploration, Inc.
Amendment No. 2 to the Registration Statement on Form S-3
Filed August 5, 2005
SEC File No. 333-123650
Dear Ms. Dunton:
This letter will serve as a response and/or explanation with respect to
the comments in your letter dated August 30, 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 S-3
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General
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1. The financial statements should be updated, as necessary, to comply
with Rule 3-12 of Regulation S-X at the effective date of the registration
statement.
The Form 10-Q for the quarter ended June 30, 2005 is now incorporated
by reference in the amendment to the registration statement that
has now been filed.
2. Provide a currently dated consent from the independent public
accountant in may future amendments.
An updated consent of the independent public accountant has been
filed as Exhibit 23.1 to the amendment to the registration
statement.
Securities and Exchange Commission
September 13, 2005
Page 2
3. Please update your incorporation by reference section to include any
recently filed Exchange Act reports prior to requesting effectiveness.
The prospectus has been revised to include recently filed
Exchange Act reports.
Available Information, page 3
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4. Please update to reflect the SEC's new address: 100 F Street NE,
Washington, DC 20549.
The prospectus has been revised to reflect the SEC's new address.
Recent Material Changes in Our Business, page 7
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5. Please confirm that the shipwreck attraction opened August 27, 2005.
If not, please revise.
Additional information concerning the opening of the shipwreck
attraction and its current status has been added in the Recent
Material Changes section.
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.
Securities and Exchange Commission
September 13, 2005
Page 3
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
September 13, 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/ David A. Morris
David A. Morris,
Treasurer