As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/14/07  Marine Exploration Inc            424B3                  1:57                                     Edgar Tech & Bus..Inc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Final Prospectus                                    HTML    433K 

Filed pursuant to Rule 424(b)(3)
Commission file No. 333-143614

PROSPECTUS
MARINE EXPLORATION, INC.
30,030,000 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The Company, Marine Exploration, Inc., will not receive any of the proceeds from the sale of shares by the selling shareholders.

Our common stock is presently traded on the OTC Pink Sheets under the symbol MEXP. On April 30, 2007 the closing bid price of our common stock on the OTC was $1.06 per share.

The Purchase of the Securities offered through this prospectus involves a high degree of risk. SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 7 through 9.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders may sell all or a portion of the shares from time to time. Initially, the price per share at which the shares will be offered is $1.00. Thereafter, upon the establishment of an open, active and efficient market, the price per share at which the shares will be offered will be determined by and at the prevailing market price for the shares. The Company will exercise its discretion solely to determine when an open, active and efficient market has been established. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
_____________________

The date of this prospectus is September 14, 2007.

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Table of Contents
Summary
Risk Factors
	•	Our business involves a high degree of risk.
	•	The research and data we use may not be reliable.
	•	Availability of raw materials may be limited.
	•	Operations may be affected by natural hazards.
	•	We may be unable to establish our rights to any objects we recover.
	•	The market for any objects we recover is uncertain.
	•	We could experience delays in the disposition or sale of recovered objects.
	•	Legal, political, or civil issues could interfere with our recovery operations.
	•	Objects we recover could be stolen from us.
	•	We face competition from others.
	•	We may be unable to get permission to conduct salvage operations.
	•	Profitability of our documentaries segment may be adversely affected by a number of factors.
	•	Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.
	•	We may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.
	•	We depend on key employees and face competition in hiring and retaining qualified employees.
	•	Our Articles of Incorporation authorize issuance of both Common and Preferred Shares and may cause dilution.

Use of Proceeds
Determination of Offering Price
Dilution
Selling Shareholders
Plan of Distribution
Legal Proceedings
Directors, Executive Officers, Promoters and Control Persons
Security Ownership of Certain Beneficial Owners and Management
Description of Securities
Interest of Named Experts and Counsel
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
Organization within Last Five Years
Description of Business
Plan of Operations
Description of Property
Certain Relationships and Related Transactions
Market for Common Equity and Related Shareholder Matters
Executive Compensation
Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Exhibits:
	1.	Constituent Documents of Marine Exploration, Inc., a Colorado corporation.
	2.	Resolution and Share Purchase Agreement between Marine Exploration, Inc. and Marine Exploration International, Inc.
	3.	State of Delaware Certificate of Merger of SYCO, Inc., a Delaware corporation with and into Marine Exploration, Inc., a Colorado corporation.
	4.	Combined Statement of Conversion and Articles of Incorporation for a Profit Corporation incorporating Marine Exploration, Inc., a Colorado corporation.
	5.	Joint Venture Agreement by and between Marine Exploration, Inc. and Hispaniola Ventures, LLC

_____________________

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This prospectus is a part of the registration statement that is being filed with the Securities and Exchange Commission. The selling shareholders named in this prospectus may from time to time sell the securities described in the prospectus. You should read this prospectus together with the more detailed information regarding our company, our common stock, and our financial statements and notes to those statements that appear elsewhere in this prospectus by reference, which we describe under the heading “Documents Incorporated by Reference.”

You should rely only on the information contained in this prospectus. We and the selling shareholders have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or other date stated in this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

In this prospectus, we use the terms “Marine,” “Company,” “Public Company,” “our Company,” “we,” “us,” and “our” to refer to Marine Exploration, Inc. and its subsidiaries or affiliates. To refer to Marine Exploration International, Inc., we use the terms “Marine Exploration International,” “Private Company” or “MEII.”

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Summary Information and Risk Factors.

Prospective investors are urged to read this prospectus in its entirety.

The Securities and Exchange Commission, or SEC, allows us to “incorporate by reference” certain information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will update automatically, supplement, and/or supersede this information. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should read the following summary together with the more detailed information regarding our company, our common stock, and our financial statements and notes to those statements appearing elsewhere in this prospectus or incorporated herein by reference.

Marine Exploration, Inc., (also referred to as “Marine,” and the “Public Company”) is engaged, through that certain Joint Venture Agreement by and between Marine and Hispaniola Ventures, LLC dated March 13, 2007, (the “JV Agreement”), in the archaeologically sensitive exploration and recovery of deep-water shipwrecks in the Caribbean Sea and the South Reef on the Silver Bank North of the Dominican Republic. Our role is to supply financing and capital resources to the joint venture. Hispaniola Ventures, LLC will undertake the actual exploration activities. Hispaniola Ventures, LLC (also referred to as “Hispaniola Ventures” and “Hispaniola”) employs advanced technology that enables it to locate and recover shipwrecks and artifacts.

Our corporate officers are located at 535 16^th Street, Suite 820, Denver, CO 80202. Our telephone number is (303) 459-2485. Our Internet website address is www.mexp.biz. You may reach us through the internet at info@mexp.biz. All of our filings with the SEC are available free of charge on http://www.mexp.biz. Any information that is included on or linked to our Internet site is not a part of this prospectus.

We are subject to a number of risks, which you should be aware of before you decide to buy our common stock. These risks are discussed more fully in the “Risk Factors” section of this prospectus beginning on page 7.

Special Note Regarding Forward-Looking Statements

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that are based on current expectations, estimates and projections about our industry, management’s beliefs, and assumptions made by management. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” or other similar expressions, and the negative of such words, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this prospectus. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. The risks and uncertainties include, but are not limited to, those noted in “Risk Factors” below and in the documents incorporated by reference. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as otherwise required by law.

Summary

Our 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 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).

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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.

We anticipate that we will need approximately $1,300,000.00 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 a twenty-five percent return on our investment, 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.

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 the Company.

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.

Risk Factors

You should carefully consider the following risks and all other information contained in this prospectus and the documents incorporated by reference before you decide to buy our common stock. We have included a discussion of each material risk that we have identified as of the date of this prospectus. However, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or operating results could suffer. If this occurs, the trading price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock.

          Our business involves a high degree of risk.

An investment in Marine Exploration, Inc. is extremely speculative and of exceptionally high risk. Although we have access to a substantial amount of research and data which has been compiled regarding various projects, the quality and reliability of such research and data is uncertain. We will act as the funding vehicle only for our joint venture partner, Hispaniola Ventures, LLP. Hispaniola will undertake the actual salvage operations. Even if our joint venture partner is able to plan and obtain permits for our various projects, there is a possibility that the shipwrecks may have already been salvaged or may not be found, or may not have had anything valuable on board at the time of the sinking. Even if objects of value are located and recovered, there is the possibility that the cost of recovery exceeds the value of the objects recovered or, others, including both private parties and governmental entities, will assert conflicting claims and challenge our rights to the recovered objects. Finally, even if Hispaniola Ventures is successful in locating and retrieving objects from a shipwreck and establishing good title to them, there are no assurances as to the value that such objects will bring at their sale, as the market for such objects is uncertain.

          The research and data we use may not be reliable.

The success of a shipwreck project is dependent to a substantial degree upon the research and data we have obtained. By its very nature, research and data regarding shipwrecks is imprecise, incomplete, and unreliable. It is often composed of or affected by numerous assumptions, rumors, legends, historical and scientific inaccuracies, and inaccurate interpretations which have become a part of such research and data over time.

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          Availability of raw materials may be limited.

The availability of inventory is primarily dependent on the success of finding raw materials in the form of intrinsically valuable cargoes from shipwrecks. If Hispaniola Ventures is not successful in the exploration and recovery of the shipwrecks, we would not have sufficient inventory to sell.

          Operations may be affected by natural hazards.

Underwater recovery operations are inherently difficult and dangerous and may be delayed or suspended by weather, sea conditions, or other natural hazards. Further, such operations may be undertaken more safely during certain months of the year than others. We cannot guarantee that we, or the entities we are affiliated with, will be able to conduct search and recovery operations only during favorable periods. In addition, even though sea conditions in a particular search location may be somewhat predictable, the possibility exists that unexpected conditions may occur and adversely affect our operations. It is also possible that natural hazards may prevent or significantly delay search and recovery operations or the ability to operate our themed attractions.

          We may be unable to establish our rights to any objects we recover.

Persons and entities other than Marine and entities we are affiliated with (both private and governmental) may claim title to the shipwrecks. Even if we are successful in locating and recovering shipwrecks, we cannot assure we will be able to establish our right to property recovered against governmental entities, prior owners, or other attempted salvagers claiming an interest therein. In such an event, we could spend a great deal of money and receive no revenue for our work.

          The market for any objects we recover is uncertain.

Even if valuable items can be located and recovered in the future, it is difficult to predict the price that might be realized for such items. The value of recovered items will fluctuate with the precious metals market, which has been highly volatile in past years. In addition, the entrance on the market of a large supply of similar items from shipwrecks located and recovered by others could depress the market.

          We could experience delays in the disposition or sale of recovered objects.

The methods and channels that may be used in the disposition or sale of recovered items are uncertain at present and may include several alternatives. Ready access to buyers for any artifacts or other valuable items recovered cannot be assured. Delays in the disposition of such items could adversely affect our cash flow.

          Legal, political, or civil issues could interfere with our recovery operations.

Legal, political, or civil initiatives of countries and/or major maritime governments could restrict access to shipwrecks or interfere with our joint venture partner’s search and recovery operations.

          Objects we recover could be stolen from us.

If our joint venture partner locates a shipwreck and asserts a valid claim to items of value, there is a risk of theft of such items at sea both before and after their recovery, by “pirates” or poachers, and while in transit to a safe destination. Such thefts may not be adequately covered by insurance.

          We face competition from others.

There are a number of competing entities engaged in various aspects of the shipwreck business, and in the future other competitors may emerge. One or more of these competing entities may locate and recover a shipwreck that we intend for our joint venture partner to locate and recover. In addition, these competing entities may be better capitalized and may have greater resources to devote to their pursuit of the shipwreck.

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          Our Joint Venture Partner may be unable to get permission to conduct salvage operations.

It is possible our joint venture partner and will not be successful in obtaining title to, or permission to excavate, certain wrecks. In addition, permits that are sought for the projects may never be issued, and if issued, may not be legal or honored by the entities that issue them.

	Profitability of our documentaries segment may be adversely affected by a number of factors.

Part of our business plan incorporates theme based presentations for mass consumption. Examples may include, but are not limited to, television and film presentations documenting the joint venture’s activities. As we develop and market documentaries, there are several factors which could negatively affect our profitability including distribution, attendance, and economic activity. While we perform extensive market research on documentaries, demand may not materialize in sufficient numbers to assure profitability. Also, a decline in national and/or regional economic conditions could reduce demand and spending generally. In addition, our documentaries will compete against other forms of entertainment available, and demand may be subject to seasonal variations.

	Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.

As changes in our business environment occur we may need to adjust our business strategies to meet these changes or we may otherwise find it necessary to restructure our operations or particular businesses or assets. When these changes or events occur, we may incur costs to change our business strategy and may need to write-down the value of assets. In any of these events, our costs may increase, and we may have significant charges associated with the write-down of assets.

	We may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

Our ability to generate cash flow is dependent upon the success of our ability to recover and monetize high-value shipwrecks. However, we cannot guarantee that the sales of our products and other available cash sources will generate sufficient cash flow to meet our overall cash requirements. If cash flow is not sufficient to meet our business requirements, we will be required to raise additional capital through other financing activities. While we may be successful in raising the necessary funds initially, there can be no assurance we can continue to do so.

	We depend on key employees and face competition in hiring and retaining qualified employees.

Our employees are vital to our success. Our key management and other employees can be difficult to replace. We currently do not have employment contracts with key employees. Further, we do not maintain key-person life insurance on any of our employees. We may not be able to retain highly qualified employees in the future which could adversely affect our business.

	Our Articles of Incorporation authorize issuance of both Common and Preferred Shares which may cause dilution.

Our Articles of Incorporation authorize the issuance of 500,000,000 Common Shares of one class and 1,000,000 Preferred Shares, no par value, in such classes and preferences as the Board of Directors may, from time to time, determine. There are no current plans to issue any Preferred Shares. In the event of such issuance, and depending on the specific terms and preferences determined by the Board of Directors, such issuance will have the effect of diluting the value of the Common Shares.

Use of Proceeds

We will not receive any proceeds from the sale of the Common Stock offered through this prospectus and all proceeds, if any, will be received by the selling shareholders.

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Determination of Offering Price

The selling shareholders will sell our shares initially at the price of $1.00 per share until such time as an open, active and efficient market for the Company's stock has developed. The Company, by and through the exercise of its discretion solely, shall determine when an open, active and efficient market has developed for its common stock. Upon making such a determination, the selling shareholders will thereafter offer their shares at the price quoted on the OTC Pink Sheets from time to time or privately negotiated prices.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders as a result of the registration of the selling security holders’ common shares.

Selling Security Holders

The five selling shareholders named in this prospectus are offering all of the 30,030,000 shares of common stock offered through this prospectus. These shares were acquired from us in strictly private transactions that were exempt from registration under Section 4(2) of the Securities Act of 1933, (15 U.S.C. §77d(2)) (the “Securities Act”) as well as other exemptions that may be applicable. The shares include the following:

The selling shareholders received their shares initially from Marine Exploration International, Inc. (“MEII”). MEII was then a private held company whose shares were owned by the selling shareholders. The aforementioned transfer of Shares were issued to the selling shareholders pursuant to one or more exemptions from the registration provisions of the Securities Act contained in Section 5 (15 U.S.C. §77e) thereof, including exemptions set forth at Section 4(2) involving strictly private transactions.

On May 11, 2007, a Share Purchase Agreement was executed among Marine Exploration, Inc., a publicly traded company (“Marine”), Marine Exploration International, Inc., a Nevada corporation (“MEII”), and the shareholders of MEII (“Shareholders”). Marine determined that MEII presented a business opportunity that it intended to pursue. Marine acquired all of the shares of MEII held by the Shareholders in exchange for 100,100,000 un-issued shares of Marine. Of these 100,100,000 shares, 30 percent, or 30,030,000 (the “Shares”) are being offered for sale by this prospectus.

The aforementioned transfer of Shares were issued to the Shareholders pursuant to one or more exemptions from the registration provisions of the Securities Act of 1933 (the “Act”) set forth at section 5 (15 U.S.C. §77e) thereof, including exemptions set forth at section 4(2) (15 U.S.C. §77d(2)) involving strictly private transactions. Marine does not believe that the transactions in the aggregate rose to the level of a tender offer given the eight factor test set forth in Wellman v Dickson, 475 F. Supp. 783, 823-24 (S.D.N.Y. 1979). The Shareholders are the selling shareholders herein.

We may, from time to time, supplement or amend this prospectus, as required, to provide other information with respect to the selling shareholders. The Shares are being registered to permit the selling shareholders and certain of their respective pledgees, donees, transferees, or other successors in interest to offer the shares from time to time. The selling shareholders may sell all, some, or none of their shares in the offering under this prospectus. We do not know how long the selling shareholders will hold the shares before selling them or how many shares they will sell. We currently have no agreements, arrangements or understandings, and no discussions are ongoing that may reasonably be expected to result in any such agreement, arrangement or understanding, with the selling shareholders regarding the sale of any of the Shares held by them. For more information in this regard, please see “Plan of Distribution.” As of the date of this prospectus, the following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

	1.	the number of shares owned by each prior to this offering;
	2.	the total number of shares that are to be offered for each;
	3.	the total number of shares that will be owned by each upon completion of the offering; and
	4.	the percentage owned by each upon completion of the offering.

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Name of Selling Shareholder		Shares owned prior to this Offering			Total number of Shares to be offered for Selling Shareholders’ Accounts			Total Shares owned upon completion of this Offering			Percent owned upon completion of this Offering
Hoss Capital, LLC (1)		0			10,000,000			15,000,000			14.5	%
Technology Partners, LLC (2)		0			10,000,000			15,000,000			14.5	%
Enright Family Trust (3)		0			5,000,000			20,000,000			29.6	%
Stevens Family Trust (4)		0			5,000,000			20,000,000			29.6	%
Miguel Thomas Gonzalez (5)		0			30,000			70,000			.01	%

Footnotes:

(1)	Hoss Capital, LLC is owned in equal percentages by Robert L. Stevens and Paul D. Enright.
(2)	Technology Partners, LLC is owned in equal percentages by Robert L. Stevens and Paul D. Enright.
(3)	Paul D. Enright is a beneficial owner of one hundred percent of the Paul D. Enright Family Trust.
(4)	Robert L. Stevens is a beneficial owner of one hundred percent of the Robert L. Stevens Family Trust.
(5)	Shares are beneficially owned by Miguel Thomas Gonzalez through his solely owned company MTG Financial Services, LLC, a Colorado limited liability company, which owns 100,000 shares of the Company’s common stock.

Each of the above shareholders beneficially owns and has sole voting and investment power over all shares or rights to the shares registered in its, his or her name. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 100,168,501 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

	1.	has had a material relationship with us other than as a shareholder at any time within the past three years;
	2.	has ever been one of our officers or directors; or
	3.	is a broker-dealer or affiliate of a broker-dealer.

Plan of Distribution

The selling shareholders may sell some or all of their Shares in one or more transactions, including block transactions.

The selling price per share is at a fixed price of $1.00 until such time as an active, open, active and efficient market develops and thereafter the shares will be sold at the market price. The Company shall determine through the exercise of its discretion solely when an open, active and efficient market has developed. Shares at prevailing market prices shall be at prices as determined on the OTC Pink Sheets. The Shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144. However, any sales of the Shares by the selling shareholders that occurs after the registration statement pertaining to the Shares is deemed effective by the U.S. Securities and Exchange Commission, will be sold pursuant to this prospectus and not pursuant to Rule 144.

We are bearing all costs relating to the registration of the Shares of common stock. These are estimated to be $25,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933, and the Securities Exchange Act of 1934, in the offer and sale of the Shares of common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and might, among other things:

	1.	not engage in any stabilization activities in connection with our common stock;
	2.	furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
	3.	not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

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The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

	•	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
	•	contains a description of the broker’s or dealer’s duties to the customer and the rights and remedies available to the customer with respect to a violation of such duties;
	•	contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
	•	contains a toll-free telephone number for inquiries on disciplinary actions;
	•	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
	•	contains such other information and is in such form (including language, type, size, and format as the Commission shall require by rule or regulation;

The broker-dealers also must provide, prior to proceeding with any transaction in a penny stock, the customer:

	•	with bid and offer quotations for the penny stock;
	•	details of the compensation of the broker-dealer and its sales person in the transaction;
	•	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
	•	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of and the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, shareholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Colorado is Miguel Thomas Gonzalez, 535 16^th Street, Suite 820, Denver, CO 80202. There are one or more legal actions involving the selling shareholders. The selling shareholders are routinely involved in litigation in the course of their business operations. The Company believes that these lawsuits, if any, arise from matters that are related solely to the selling shareholders’ activities and are immaterial to the Company and its prospects.

Directors, Executive Officers, Promoters and Control Persons

Directors and Officers:

Name of Director	Age	Office
Miguel Thomas Gonzalez	31	Director
Name of Executive Officer	Age	Office
Miguel Thomas Gonzalez	31	President, Secretary, and Treasurer

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.

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Mr. Miguel Thomas Gonzalez has acted as our president and a director since our conversion to a Colorado corporation on May 8, 2007. In 2004, Mr. Gonzalez graduated from the University of Colorado with a Bachelor of Science degree in Molecular Cellular Developmental Biology and Biochemistry. 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 professor and 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.

Mr. Gonzalez does not have any professional training or technical credentials in the marine exploration, development and operation of salvage vessels or in the collection and sales of salvaged artifacts. Mr. Gonzalez intends to devote approximately 25 percent of his business time to our affairs.

Term of Office

Our sole Director is elected for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our sole Officer is appointed by our Board of Directors and will hold office until removed by the Board.

Significant Employees

We have no significant employees other than Mr. Gonzalez, our sole Director and Officer.

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 prospectus, and by the Officers and Directors, individually and as a group. The percent of class is based on 100,168,501 shares of common stock issued and outstanding as of May 21, 2007. Except as otherwise indicated all shares are owned directly.

Title of Class		Name and address Of beneficial owner		Amount of beneficial ownership		Percent of class
Common Stock		Miguel Thomas Gonzalez1 1311 Cook Street, #406 Denver, CO 80201		100,000		1.0	%
Common Stock		Hoss Capital, LLC2		25,000,000		24.5	%
		535 16th Street, Suite 810
		Denver, CO 80202
Common Stock		Tech Partners, LLC3		25,000,000		24.5	%
		535 16th Street, Suite 810
		Denver, CO 80202
Common Stock		Robert L. Stevens Family Trust4		25,000,000		24.5	%
		535 16th Street, Suite 810
		Denver, CO 80202
Common Stock		Paul Enright Family Trust5		25,000,000		24.5	%
		535 16th Street, Suite 810
		Denver, CO 80202
Total for all Members of Management:				100,000		1.0	%
Total for all Certain Beneficial Owners:				100,000,000		98.5	%
Total for all Members of Management and Certain Beneficial Owners:				100,100,000		99.5	%

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1.	Mr. Gonzalez is the sole Officer and Director for the Company and hence the sole member of management whose ownership is reported on this table. His shares are beneficially owned through his solely owned company MTG Financial Services, LLC, a Colorado limited liability company, which owns 100,000 shares of the Company’s common stock.
2.	Hoss Capital, LLC is owned in equal percentages by Robert L. Stevens and Paul D. Enright.
3.	Technology Partners, LLC is owned in equal percentages by Robert L. Stevens and Paul D. Enright.
4.	Robert L. Stevens is a beneficial owner of one hundred percent of the Robert L. Stevens Family Trust.
5.	Paul D. Enright is a beneficial owner of one hundred percent of the Paul D. Enright Family Trust.

Description of Securities

General

Our authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of May 21, 2007, there were 100,168,501 shares of our common stock issued and outstanding held by 187 shareholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a vote of the shareholders. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all the directors. Two persons present, or representing by proxy, and constituting one third of the issued and outstanding shares, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of our common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.