U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2002
Commission File Number 0-26136
ODYSSEY MARINE EXPLORATION, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1018684
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3604 Swann Avenue, Tampa, Florida 33609
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(Address of principal executive offices)
(813) 876-1776
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(Registrants telephone number including area code)
Check 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.
[ X ] Yes [ ] No
As of December 31, 2002, the Registrant had 28,600,887 shares of common stock,
$.0001 par value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
Page 1
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements:
Unaudited Consolidated Balance Sheet - as of
November 30, 2002.......................................... 3
Unaudited Consolidated Statements of Operations, Three
Months Ended November 30, 2002, and 2001................... 4
Unaudited Consolidated Statements of Operations, Nine
Months Ended November 30, 2002, and 2001................... 5
Unaudited Consolidated Statements of Cash Flows, Nine
Months Ended November 30, 2002, and 2001................... 6 - 7
Notes to Consolidated Financial Statements................. 8 - 10
Item 2. Management's Plan of Operation.......................... 11 - 12
Item 3. Controls and Procedures................................. 12 - 13
Part II: Other Information...................................... 13
Item 1. Legal Proceedings................................. 13
Item 2. Change in Securities.............................. 13
Item 3. Defaults Upon Senior Securities................... 13
Item 4. Submission of Matters to a Vote
of Security Holders............................... 13
Item 5. Other Information................................. 14
Item 6. Exhibits and Reports on Form 8-K.................. 14
Signatures ..................................................... 14
Certifications ................................................. 14 - 17
Page 2
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 30, 2002 - Unaudited
ASSETS
CURRENT ASSETS
Cash $ 1,422,173
Advances 16,634
Prepaid expense 72,770
-----------
Total current assets 1,511,577
PROPERTY AND EQUIPMENT
Equipment and office fixtures 942,463
Accumulated depreciation (226,117)
-----------
716,346
OTHER ASSETS
Loans receivable from related parties 277,093
Inventory 19,692
Deposits 22,359
-----------
319,144
-----------
TOTAL ASSETS $ 2,547,067
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 126,826
Accrued expenses 40,023
Note payable to related party 56,144
-----------
Total current liabilities 222,993
DEFERRED INCOME FROM REVENUE PARTICIPATION CERTIFICATES 887,500
STOCKHOLDERS' EQUITY
Preferred stock - $.0001 par value; 9,299,999 shares
authorized, none outstanding -
Preferred stock series A convertible - $.0001 par value;
510,000 shares authorized; none issued and
none outstanding
Preferred stock series C convertible - $.0001 par value; -
1 share authorized; 1 share issued and outstanding
Common stock - $.0001 par value; 100,000,000 shares
authorized; 28,600,887 issued and outstanding 2,860
Additional paid-in capital 10,686,740
Accumulated deficit (9,253,026)
-----------
Total stockholders' equity 1,436,574
-----------
$ 2,547,067
===========
The accompanying notes are an integral part of these financial statements.
Page 3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - Unaudited
Three Months Ended
November 30
2002 2001
----------- -----------
REVENUE $ - 9,975
OPERATING EXPENSES
Project development 3,961 64,755
Project operations 351,651 32,999
Marketing and promotion 27,509 17,689
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Total operating expenses 383,121 115,443
GENERAL AND ADMINISTRATIVE EXPENSES 354,269 134,645
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(LOSS) FROM OPERATIONS (737,390) (240,113)
OTHER INCOME OR (EXPENSE)
Interest income 8,353 12,066
Interest expense (1,400) (1,400)
Other 500 300
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Total other income or (expense) 7,453 10,966
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NET LOSS $ (729,937) $ (299,147)
=========== ===========
OTHER COMPREHENSIVE LOSS, NET OF TAX
Unrealized loss on available for sale
securities - (914)
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COMPREHENSIVE LOSS $ (729,937) $ (230,061)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.03) $ (0.01)
Weighted average number of common
shares and potential common shares,
basic and diluted outstanding. 27,180,073 19,029,920
The accompanying notes are an integral part of these financial statements.
Page 4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - Unaudited
Nine Months Ended
November 30
2002 2001
----------- -----------
REVENUE $ - $ 9,975
OPERATING EXPENSES
Project development $ 6,931 $ 160,139
Project operations 944,950 583,852
Marketing and promotion 73,897 73,999
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Total operating expenses 1,025,778 817,990
GENERAL AND ADMINISTRATIVE EXPENSES 976,539 396,906
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(LOSS)FROM OPERATIONS (2,002,317) (1,204,921)
OTHER INCOME OR (EXPENSE)
Interest income 25,576 56,779
Interest expense (4,230) (4,375)
Other 500 306
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Total other income or (expense) 21,846 52,710
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NET LOSS $(1,980,471) $(1,152,211)
=========== ===========
OTHER COMPREHENSIVE LOSS, NET OF TAX
Unrealized loss on available for sale
securities - (9,380)
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COMPREHENSIVE LOSS $(1,980,471) $(1,161,591)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.07) $ (0.06)
Weighted average number of common
shares and potential common shares,
basic and diluted, outstanding. 27,180,073 19,029,920
The accompanying notes are an integral part of these financial statements.
Page 5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
Nine Months Ended
November 30
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) $(1,980,471) $(1,152,211)
Adjustments to reconcile net loss to
net cash used by operating activity:
Depreciation 70,071 53,456
Compensation expense of non-statutory options 74,050 -
Common stock issued for services 10,000 -
Interest income related parties (15,853) (14,165)
Interest expense related party 4,230 4,375
Inventory shrinkage 308 -
(Increase)in advances, prepaids, deposits (86,179) (9,914)
Increase (decrease) in:
Accounts payable 76,271 (18,200)
Accrued expenses 27,522 (110,065)
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NET CASH(USED) IN OPERATING ACTIVITIES (1,820,051) (1,246,724)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (557,325) (92,335)
Increase in loans receivable (5,000) (53,600)
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NET CASH (USED) IN INVESTING ACTIVITIES (562,325) (145,935)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Issuance of common stock 2,447,000 -
Issuance of preferred stock 500,000 -
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NET CASH PROVIDED BY FINANCING ACTIVITIES 2,947,000 -
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NET INCREASE(DECREASE)IN CASH 564,624 (1,392,659)
CASH AT BEGINNING OF PERIOD 857,549 2,433,187
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CASH AT END OF PERIOD $ 1,422,173 $ 1,040,528
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The accompanying notes are an integral part of these financial statements.
Page 6
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
SUPPLEMENTARY INFORMATION:
Interest paid $ - $ -
Income taxes paid $ - -
Summary of significant non-cash transactions:
During the quarter ended November 30, 2002, one unrelated party exercised a
non-statutory stock option resulting in non-cash consulting expense of
$46,500.
During the quarter ending August 31, 2002, a related party exercised a non-
statutory stock option resulting in non-cash compensation expense of $1,250.
As partial payment on this option an accrued expense account due to the
related party was satisfied in the amount of $9,000. Also, an unrelated party
elected under the terms of a consulting agreement with the Company, to receive
9,550 shares of restricted common stock in satisfaction of services valued at
$5,000 and payment toward an account receivable of $5,000 due from the
Company.
During the quarter ended May 31, 2002, two unrelated parties exercised non-
statutory stock options resulting in non-cash consulting expense of $26,300.
During the quarter ending November 30, 2001, the holder of 850,000 shares of
Series B Preferred Stock converted the shares into 8,500,000 shares of Common
Stock in a non-cash transaction.
During the quarter ended May 31, 2001, a note to a related party was renewed.
The original principal amount of $48,821 and accrued interest of $7,323 were
combined in a new note in the principal amount of $56,144 bearing interest at
10% per annum. The due date was extended to March 31, 2003.
The accompanying notes are an integral part of these financial statements.
Page 7
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Odyssey Marine
Exploration, Inc. and subsidiaries have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission and the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes normally included in financial statements prepared in accordance
with generally accepted accounting principles. These interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's Form 10-KSB for the
year ended February 28, 2002.
In the opinion of management, these financial statements reflect all
adjustments (including normal recurring adjustments) necessary for a fair
presentation of the financial position as of November 30, 2002, results of
operations, and cash flows for the interim periods presented. Operating
results for the three months, and nine months ended November 30, 2002, are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2003.
NOTE B - FORMATION OF SUBSIDIARIES AND ACQUISITION OF RESEARCH VESSEL
On September 11, 2002, we formed a wholly owned Nevada corporation, Odyssey
Marine Services, Inc., ("Marine Services") for the purpose of holding and
leasing our marine assets, chartering and leasing vessels and employing marine
crew and technical personnel.
On September 11, 2002, we formed a wholly owned Nevada corporation, OVH, Inc,
("OVH") for the purpose of owning and chartering a research vessel.
On September 25, 2002, OVH purchased the 113-foot research vessel "Edwin Link"
from Starboard Yacht Sales, a non-affiliate, for $465,000 cash. The vessel
was subsequently renamed "Odyssey".
On September 25, 2002, OVH entered into a Bare Boat Charter Party Agreement
with Marine Services. The Charter Party requires Marine Services to pay a
monthly lease fee and to pay for all upkeep, maintenance and insurance for the
vessel and its crew. Marine Services plans to time charter the vessel and
related marine assets to the Company for use on its projects and to others.
NOTE C - SERIES C CONVERTIBLE PREFERRED STOCK
On September 10, 2002, we filed a certificate of designation authorizing one
share of Series C Convertible Preferred Stock (the "Preferred Stock"). The
Preferred Stock does not pay a dividend. In the event of liquidation of the
Company, the holder of the Preferred Stock will be entitled to receive out of
the assets of the Corporation, prior to any distribution to holders of the
Company's common stock, 100% of the issued and outstanding shares of the
common stock of OVH. At any time prior to September 6, 2004, the holder of the
Preferred Stock may convert his share into either: (i) 400,000 shares of our
common stock and a warrant for the purchase of 400,000 shares of additional
common stock at an exercise price of $2.50 per share; or (ii) for the
outstanding common stock of OVH.
Page 8
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
If the holder does not convert the Preferred Stock within 180 days from the
date of its issuance, we may transfer 100% of the issued and outstanding
shares of the common stock of OVH to the holder in exchange for the one share
of Preferred Stock by giving 15 days written notice (the "Notice Period").
During the Notice Period, the holder of the Preferred Stock may elect to
exercise their right to convert.
On September 12, 2002, we sold one share of the Series C Convertible Preferred
Stock to J.L. Holding International, Inc., a non-affiliate, for $500,000 cash.
The proceeds from this offering were used to capitalize OVH(See NOTE B).
NOTE D - COMMON STOCK
During the quarter ended November 30, 2002, the Company through its Officers
and Directors sold 28.02 Units (the "Units"), at a price of $50,000 per Unit
for a total of $1,401,000 in a private placement offering. Each Unit consisted
of forty thousand (40,000) shares of our $.0001 par value Common Stock (the
"Common Stock") and a Warrant (the "Warrant") to purchase forty thousand
(40,000) shares of Common Stock at a purchase price of $2.50 per share. The
shares of Common Stock issued pursuant to this Offering or the exercise of the
Warrant are "Restricted Securities". A registration statement covering the
resale of the Common Stock and the Common Stock attainable through the
exercise of the Warrants became effective on November 21, 2002. The Warrants
will expire on November 21, 2003.
NOTE E - COMMITMENTS AND CONTINGENCIES
On September 27, 2002, we entered into an agreement (the "Agreement") with
the Government of the United Kingdom of Great Britain and Northern Ireland
(the "British Government"). The Agreement allows us to conduct an
archaeologically sensitive exploration of the shipwreck believed to be HMS
Sussex and to recover artifacts and cargoes from the wrecksite.
The Agreement provides for us to submit a Project Plan (the "Plan") to the
British Government concerning the equipment, personnel and methodologies we
intend to use in the exploration of the shipwreck, and the conservation and
documentation of any artifacts and cargo that may be recovered. The approval
process set forth in the Agreement provides that the British Government must
provide comments within 45 days, and that the final approval may take up to
one hundred days from the date that the Plan is submitted for approval. We
submitted our Plan to the government on November 11, 2002, and have received
comments back. We are continuing the approval process, and hope to conclude
the Project Plan during February 2003.
We have paid a 5,000 pounds (approximately $7,845) refundable license fee and
will be required to make an expense deposit, prior to the commencement of
recovery operations, of approximately 150,000 pounds (approximately $235,335)
for the British Government's expenses in connection with the project. In the
event the project is not successful, we are responsible for up to a maximum
amount of 250,000 pounds (approximately $392,500) of the British Government's
expenses related to the project. At such time as we represent to the British
Government that we have recovered $3.5 million worth of cargo and/or
artifacts, all funds advanced for the British Government's expenses will be
returned to us.
Page 9
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
We are also required to make a $100,000 deposit to ensure that funds are
available for the conservation and documentation of any artifacts recovered.
This deposit will be required before any activities may commence and the
Agreement provides a mechanism for raising or lowering the deposit amount
depending upon the quantity and condition of the artifacts that need to be
conserved, documented and curated.
The following sharing arrangements have been agreed upon with respect to the
aggregate amount of the appraised values and/or selling prices of the
artifacts, net of agreed selling expenses:
British
Range Government Odyssey
---------------------------- ---------- -------
$0 - $45 million 20% 80%
$45 million to $500 million 50% 50%
Above $500 million 60% 40%
NOTE E - COMMITMENTS AND CONTINGENCIES - continued
In addition to the percentages specified above, we will also pay the British
Government 10% of any net income we derive from intellectual property rights
associated with the project.
We also received the exclusive worldwide right to use the name "HMS Sussex" in
connection with sales and marketing of merchandise (exclusive of artifacts)
related to the wreck, and the British Government will receive 3% of the gross
sales of such merchandise.
The Agreement is for a period of 20 years, but may be terminated if the
parties cannot agree on a Plan; the shipwreck is not the HMS Sussex; if no
artifacts are retrieved within 18 months of agreement on the Plan; or if we
are in serious breach of our obligations under the Agreement.
After we split proceeds with the British Government, we must pay the holders
of the Cambridge Revenue Participation Units. As a group, the holders are
entitled to 100% of the first $825,000 of gross revenue, 24.75 % of gross
revenue from $4-35 million, and 12.375 % of gross revenue above $35 million.
In addition, on May 26, 1998, we signed an agreement with a subcontractor who
is entitled to 5% of the post finance cost proceeds from any shipwrecks in a
certain search area of the Mediterranean. If the shipwreck we have found is
the Sussex, it is located within the specified search area and we will be
responsible for this payment.
Page 10
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
Forward-Looking Information
This Report on Form 10-QSB contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
statements regarding Odyssey 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.
Plan of Operation
In the long term, we expect to derive the majority of our revenue through the
sale and/or display of shipwreck cargoes and artifacts, including replicas,
and through the operation of exhibits and/or themed attractions.
While we believe that our two newly formed subsidiaries may begin to generate
revenue through the leasing of marine assets, we do not anticipate any
significant net revenue from this source since the vessel and equipment will
be utilized primarily for our own projects.
Therefore, until we are successful in acquiring and marketing artifacts and/or
cargoes or opening exhibits or themed attractions, we will continue to be
dependent upon investment capital to meet our cash flow requirements. To
date, we have conducted private placements of debt, equity and project
specific revenue participation to meet our financial obligations. During the
next twelve months, we anticipate spending approximately $100,000 per month to
pay salaries and general office expense. We will also spend up to $100,000 per
month to operate the vessel RV Odyssey depending upon the utilization of the
vessel and crew. We anticipate that we will raise operating capital by the
sale of equity or debt through one or more private placements as our cash
reserves are being utilized.
Operationally, we are planning to conduct search operations on the Bavaria and
Republic Projects and to conduct recovery operations on the HMS Sussex
Project. Additionally, we plan to investigate exhibit and attraction
opportunities.
Bavaria Search Expedition
The Bavaria Project is an expedition attempting to locate and recover the
cargo of a nineteenth century steamship sunk off the east coast of the United
States. Research indicates that the steamer was carrying a large shipment of
specie (coins) at the time of her loss.
We began search operations during 2002 by conducting a side scan survey over
an area of approximately 700 square miles identifying approximately 50
anomalies. During November 2002, we began to inspect the anomalies using a
remotely operated vehicle deployed from the R/V Odyssey. To date we have
inspected 12 anomalies and while we have located several shipwrecks, we do not
currently believe that we have located the Bavaria. Anomaly inspection will
continue during January 2003 and if the Bavaria is not located, we plan to
continue side scan operations over an extended search area.
Page 11
Assuming the shipwreck is located, we anticipate that recovery operations will
begin as soon as the archaeological excavation plan is complete, the necessary
recovery funds have been secured and the required vessel and equipment can be
mobilized. Based on the likely location of the shipwreck, and the
circumstances relating to its ownership at the time of its loss, no permits
will be necessary to begin recovery operations.
The Company has received research information relating to the Bavaria project
from a variety of sources and, depending upon which site actually turns out to
be the Bavaria, the Company may be obligated to pay one or more researchers
for their information. The total amount of any such payments will not exceed
$150,000.
Republic Project
The Republic project is an attempt to locate, identify, recover, conserve and
market the cargo of the Republic, a steam ship that sank after the Civil War.
According to our research, the Republic's cargo included approximately 48,000
troy ounces of gold. While the bullion value is approximately $16 million,
much of the gold may have been shipped as dust, nuggets, and privately minted
coins and bars from the gold fields, potentially increasing the value of the
cargo. Odyssey has reached an agreement with research and insurance interests
that would give us 75% of any net revenue generated by the project.
During June 2000, we conducted side scan operations over an area of
approximately 65 square miles and during September 2000, we side-scanned an
additional 80 square miles. Odyssey has reviewed the data and does not believe
the Republic is within the areas searched.
During 2001, a subcontractor was contracted to conduct search operations in
the designated search area, however, to date the Company does not believe the
Republic has been located. We anticipate concluding the search operations with
our own equipment during 2003.
The Sussex Project
The Sussex Project is an expedition to locate, recover and market the
artifacts and cargo of a large colonial-period warship, HMS Sussex, lost in a
severe storm in the 1600's. Based upon the research, management believes that
there is a high probability that the ship was carrying a cargo of coins with a
bullion value of between $20 and $85 million and a much higher numismatic
value.
We have delivered a Project Plan to the British Government and anticipate
completing the approval process during February 2003.
Assuming that the Plan is approved, we need to arrange financing and secure
the required vessels and equipment prior to beginning operations at the site.
We anticipate that we will begin operations during 2003.
ITEM 3. Controls and Procedures
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based upon their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
Page 12
are effective. There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under
the Exchange Act is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
During the three month period ended November 30, 2002, the Company raised
$1,401,000 from 28 accredited investors in a private offering of Common Stock
and warrants. A total of 1,120,800 shares and 1,120,800 warrants were sold.
Each warrant is exercisable to purchase one share of common stock at $2.50 per
share through November 21, 2003. The securities were sold pursuant to the
exemption provided by Rule 506 of Regulation D under the Securities Act of
1933. The Company filed a Form D with the SEC concerning this offering. The
investors were provided with a private placement memorandum with information
regarding the Company and their investment, and the Company believes that such
persons had knowledge and experience in financial and business matters such
that they were capable of evaluating the merits and risks of the investment.
The certificates representing the securities bear an appropriate legend
restricting the transfer of such securities.
The Company also issued one share of Series C Convertible Preferred Stock,
sold through a private placement to a single investor, J.L. Holding,
International, Inc. a Bahamian corporation, for $500,000 in cash. The share
was sold pursuant to the exemption provided by Section 4(2) of the Securities
Act of 1933. The investor was provided with information regarding the Company
and it's investment, and the Company believes that the investor had knowledge
and experience in financial and business matters such that they were capable
of evaluating the merits and risks of the investment. The certificate
representing the share bears an appropriate legend restricting the transfer of
such share.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
On November 25, 2002, an Annual Meeting of the Shareholders was held to vote
on the appointment of members to the Board of Directors and to ratify the
appointment of the Company's independent auditors. The following five persons
were elected to the Board of Directors each by a vote of 19,933,245 shares for
and none withheld: John Morris, Gregory Stemm, George Knutsson, Henri DeLauze,
Page 13
and David Saul. The shareholders also ratified the appointment of Ferlita,
Walsh & Gonzales P.A., Certified Public Accountants, to act as independent
auditors by a vote of 19,933,245 for and 7,500 against. There were no
abstentations or broker non-votes.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
The Company filed one Report on Form 8-K dated September 19, 2002 reporting
information under Item 5 - Other Information.
SIGNATURES
Pursuant to the requirements 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.
ODYSSEY MARINE EXPLORATION, INC.
Date: January 14, 2003
By:/s/ Michael V. Barton
Michael V. Barton, Chief Financial Officer
and Authorized Officer
CERTIFICATIONS
I, John C. Morris, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Odyssey
Marine Exploration, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
Page 14
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 14, 2003
/s/ John C. Morris
John C. Morris
President
(Principal Executive Officer)
I, Michael V. Barton, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Odyssey
Marine Exploration, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
Page 15
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 14, 2003
/s/ Michael V. Barton
Michael V. Barton
Chief Financial Officer
(Principal Financial Officer)
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER OF
ODYSSEY MARINE EXPLORATION, INC.
PURSUANT TO 18 U.S.C. SECTION 1350
We certify that, to the best of our knowledge, the Quarterly Report on
Form 10-QSB of Odyssey Marine Exploration, Inc. for the period ending November
30, 2002:
(1) complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material aspects, the financial condition and results of operations of Odyssey
Marine Exploration, Inc..
/s/ John C. Morris /s/ Michael V. Barton
John C. Morris Michael V. Barton
Chief Executive Officer Chief Financial Officer
January 14, 2003 January 14, 2003
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