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 August 31, 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 September 30, 2002, the Registrant had 27,430,087 shares of common
stock, $.0001 par value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements:
Unaudited Consolidated Balance Sheet - as of
August 31, 2002............................................ 3
Unaudited Consolidated Statements of Operations, Three
Months Ended August 31, 2002, and 2001..................... 4
Unaudited Consolidated Statements of Operations, Six
Months Ended August 31, 2002, and 2001..................... 5
Unaudited Consolidated Statements of Cash Flows, Six
Months Ended August 31, 2002, and 2001..................... 6 - 7
Notes to Consolidated Financial Statements................. 8 - 10
Item 2. Management's Plan of Operation.......................... 10 12
Item 3. Controls and Procedures................................. 13
Part II: Other Information...................................... 13
Item 1. Legal Proceedings................................. 13
Item 2. Change in Securities.............................. 13
Item 3. Controls and Procedures............... ........... 13
Item 4. Defaults Upon Senior Securities................... 13
Item 5. Submission of Matters to a Vote
of Security Holders............................... 13
Item 6. Other Information................................. 13
Item 7. Exhibits and Reports on Form 8-K.................. 13
Signatures ..................................................... 14
Certifications ................................................. 15
2
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF AUGUST 31, 2002 - Unaudited
ASSETS
CURRENT ASSETS
Cash $ 696,322
Advances 20
Prepaid expense 60,708
-----------
Total current assets 757,050
PROPERTY AND EQUIPMENT
Equipment and office fixtures 414,441
Accumulated depreciation (194,964)
-----------
219,477
OTHER ASSETS
Loans receivable from related parties 266,678
Inventory 19,692
Deposits 14,406
-----------
300,776
-----------
TOTAL ASSETS $ 1,277,303
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 104,052
Accrued expenses
25,595
Note payable to related party 56,144
-----------
Total current liabilities 185,791
DEFERRED INCOME FROM REVENUE PARTICIPATION CERTIFICATES 887,500
STOCKHOLDERS' EQUITY
Preferred stock - $.0001 par value; 9,300,000 shares
authorized, none outstanding -
Preferred stock series A convertible - $.0001 par value;
510,000 shares authorized; none issued
and none outstanding -
Common stock - $.0001 par value; 100,000,000 shares
authorized; 27,430,087 issued and outstanding 2,743
Additional paid-in capital 8,724,358
Accumulated deficit (8,523,089)
-----------
Total stockholders' equity 204,012
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,277,303
===========
The accompanying notes are an integral part of these financial statements.
3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - Unaudited
Three Months Ended
August 31,
2002 2001
----------- -----------
OPERATING EXPENSES
Project development 1,052 53,248
Project operations 337,826 139,202
Marketing and promotion 25,520 17,077
----------- -----------
Total operating expenses 364,398 209,527
GENERAL AND ADMINISTRATIVE EXPENSES 316,702 136,328
----------- -----------
(LOSS) FROM OPERATIONS (681,100) (345,855)
OTHER INCOME OR (EXPENSE)
Interest income 8,427 17,540
Interest expense (1,415) (1,415)
Other - 59
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Total other income or (expense) 7,012 16,184
----------- -----------
NET LOSS $ (674,088) $ (329,671)
=========== ===========
COMPREHENSIVE LOSS $ (674,088) $ (329,671)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.03) $ (0.02)
Weighted average number of common
shares and potential common shares,
basic and diluted outstanding. 26,818,562 17,865,536
The accompanying notes are an integral part of these financial statements.
4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - Unaudited
Six Months Ended
August 31,
2002 2001
----------- -----------
OPERATING EXPENSES
Project development $ 2,970 $ 95,384
Project operations 593,299 550,853
Marketing and promotion 46,388 56,310
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Total operating expenses 642,657 702,547
GENERAL AND ADMINISTRATIVE EXPENSES 622,270 262,262
----------- -----------
(LOSS)FROM OPERATIONS (1,264,927) (964,809)
OTHER INCOME OR (EXPENSE)
Interest income 17,223 44,713
Interest expense (2,830) (2,975)
Other - (59)
----------- -----------
Total other income or (expense) 14,393 41,797
----------- -----------
NET LOSS $(1,250,534) $ (923,012)
=========== ===========
OTHER COMPREHENSIVE LOSS, NET OF TAX
Unrealized loss on available for sale
securities - 8,466
----------- -----------
COMPREHENSIVE LOSS $(1,250,534) $ (931,478)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.05) $ (0.05)
Weighted average number of common
shares and potential common shares,
basic and diluted, outstanding. 26,818,562 17,865,536
The accompanying notes are an integral part of these financial statements.
5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
Six Months Ended
August 31,
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) $(1,250,534) $ (923,012)
Adjustments to reconcile net loss to
net cash used by operating activity:
Depreciation 38,918 34,973
Compensation expense of non-statutory options 27,550 -
Common stock issued for services 5,000 -
Interest income related parties (10,438) (9,336)
Interest expense related party 2,830 2,353
Inventory shrinkage 308 -
(Increase)in advances, prepaids, deposits (49,550) (19,123)
Increase (decrease) in:
Accounts payable 58,497 (27,492)
Accrued expenses 14,494 (108,021)
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NET CASH(USED) IN OPERATING ACTIVITIES (1,162,925) (1,049,658)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (29,302) (83,819)
Increase in loans receivable - (48,600)
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NET CASH (USED) IN INVESTING ACTIVITIES (29,302) (132,419)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,031,000 -
---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,031,000 -
---------- -----------
NET (DECREASE)IN CASH (161,227) (1,182,077)
CASH AT BEGINNING OF PERIOD 857,549 2,433,187
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CASH AT END OF PERIOD $ 696,322 $ 1,251,110
=========== ===========
The accompanying notes are an integral part of these financial statements.
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 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 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.
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 August 31, 2002, results of
operations, and cash flows for the interim periods presented. Operating
results for the three months, and six months ended August 31, 2002, are not
necessarily indicative of the results that may be expected for the year ended
February 28, 2003.
NOTE B - SUBSEQUENT EVENTS
Sale of 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.
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.
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.
8
NOTE B - SUBSEQUENT EVENTS - continued
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 and 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 project as well as to
others.
Private Placement Offering
During September and October 2002, we offered for sale a minimum of 15 and a
maximum of 30 Units (the "Units"), at a price of $50,000 per Unit. 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 will be "Restricted Securities". We have agreed to
file a registration statement covering the re-sale of the Common Stock
included in the Units and the Common Stock underlying the Warrants within 120
days from the final closing date of the Offering. The Officers and Directors
of the Company sold 28 Units of the offering and no commissions were paid on
the sale of the Units.
The warrants will expire one year from the effective date of the registration
statement or three years from the date of their issuance if we are
unsuccessful in registering the re-sale of the stock to be issued upon
exercise of the warrant.
Sussex Partnering Agreement
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. Prior
to the Plan's approval, we are allowed to conduct the pre-disturbance survey
at the site.
We have paid a 5,000 English 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 English Pounds (approximately
$235,335) for the British Government's expenses in connection with the project.
n the event the project is not successful, we are responsible for up to a total
of 250,000 English 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.
9
NOTE B - SUBSEQUENT EVENTS - continued
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%
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.
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.
10
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.
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.
During the spring and summer of 2002, we conducted a side scan sonar survey
over an area of approximately 700 square miles logging approximately 50
anomalies. After analyzing the side scan records, we have decided to
investigate certain targets utilizing a remotely operated vehicle ("ROV").
The ROV will be deployed from the RV Odyssey and, depending on weather and
equipment dependability, inspections should be complete by the end of
November.
If Bavaria is not located at any of the sites we are currently planning to
inspect, the RV Odyssey will be equipped with side scan sonar and continue
searching additional areas.
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.
The funds necessary for the upcoming inspections and/or search operation were
raised partially in a $1 million private placement of equity and warrants,
which was concluded in May 2002, and through the private placement concluded
in October 2002 which raised an additional $1.4 million.
11
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 $13 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. Additional search operations were conducted
during September 2002. We anticipate additional inspection operations relating
to one specific target to be undertaken in November of 2002.
We anticipate minimal expense related to this project for the next twelve
months.
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 $75 million and a much higher numismatic
value.
We are currently planning to deliver a Project Plan to the British Government
during the month of October 2002, and anticipate completing the approval
process by December 2002 or early January 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 the Spring of 2003.
The following sharing arrangements have been made 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%
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.
12
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.
After we split 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.
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
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.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
13
ITEM 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
Exhibit 10.9 Partnering Agreement Memorandum Concerning the
Shipwreck of HMS Sussex, dated September 27, 2002
(filed electronically herewith)
b. Reports on Form 8-K. None.
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: October 11, 2002 By:/s/ Michael V. Barton
Michael V. Barton, Chief Financial Officer
and Authorized Officer
14
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;
(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
effectivenss 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: October 11, 2002
/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;
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
effectivenss 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: October 11, 2002
/s/ Michael V. Barton
Michael V. Barton
Chief Financial Officer
(Principal Financial Officer)
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 August 31,
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
October 11, 2002 October 11, 2002