Document/Exhibit Description Pages Size
1: 10KSB Odyssey Marine Exploration, Inc. 2-28-03 10-Ksb 49± 208K
2: EX-10 Exhibit 10.4 11± 40K
3: EX-10 Exhibit 10.5 11± 41K
4: EX-23 Consent of Experts or Counsel 1 6K
5: EX-99 Exhibit 99.1 1 6K
6: EX-99 Exhibit 99.2 1 6K
10KSB — Odyssey Marine Exploration, Inc. 2-28-03 10-Ksb
Document Table of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended February 28, 2003
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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(Registrant's 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 April 30, 2003, the Registrant had 28,994,157 shares of Common Stock,
$.0001 Par Value, outstanding, and the aggregate market value of the shares
held by non-affiliates on that date was approximately $11,904,000.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
PART I
This Annual Report on Form 10-KSB contains forward-looking statements.
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.
Important factors known to us that could cause such material differences
are identified in this report and in our "RISK FACTORS" in Item 1. We
undertake no obligation to correct or update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any future disclosures we make on related
subjects in future reports to the SEC.
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
Odyssey Marine Exploration, Inc., ("Odyssey", "the Company", "we", "our"
or "us") is a Nevada corporation formed March 5, 1986. Our principal office
is located at 3604 Swann Ave., Tampa, Florida 33609 and our phone number is
(813) 876-1776.
The Company has three wholly owned and operating subsidiaries:
Odyssey Marine, Inc., ("OMI") a Florida corporation, was formed on
November 2, 1998, for the purpose of administering the Company's Florida based
payroll and insurance plan.
Odyssey Marine Services, Inc., ("OMS") a Nevada corporation, was formed
September 11, 2002, for the purpose of holding and leasing our marine assets,
chartering and leasing vessels and employing marine crew and technical
personnel.
OVH, Inc, ("OVH"), a Nevada corporation, was formed on September 11, 2002
for the purpose of owning and chartering a research vessel. On September 25,
2002, OVH purchased the 113-foot research vessel "Edwin Link" for $465,000
cash. The vessel was subsequently renamed "Odyssey".
(b) Business of Issuer
The Company
Odyssey Marine Exploration, Inc. is engaged in the archaeologically
sensitive exploration and recovery of deep-water shipwrecks throughout the
world. We employ advanced state-of-the-art technology including side scan
sonar, remotely operated vehicles, or ROVs, and other advanced technology,
which enables us to locate and recover shipwrecks at depths that were
previously unreachable in an economically feasible manner. This technology,
coupled with Odyssey's years of research into shipwrecks that may have carried
intrinsically valuable cargoes, provides the basis on which management intends
to build a company that plans to become the leader in this new industry.
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Odyssey's founders have significant experience in deep ocean shipwreck
exploration, and they are the only people in the world who have conducted a
complete deep-water archeological excavation with ROVs. In addition to
operational experience, our officers have taken a leadership role in the
development of a shipwreck exploration industry, having founded the
Professional Shipwreck Explorer's Association, served on the United States
delegation for the Convention on the Protection of Underwater Cultural
Heritage for four consecutive terms, provided advice to various government
agencies on shipwreck policy issues in both the United States and abroad, and
negotiated the world's first sovereign shipwreck partnering agreement with any
government.
Odyssey is being built on a foundation of shipwreck research, development
of political relationships and advancement of techniques for deep ocean search
and recovery. We have engaged in extensive search operations to date on four
projects. Assuming we can raise sufficient capital, we intend to continue
building on these efforts and to undertake up to six projects over the next
two years.
Founding Principles
Odyssey was founded on the following principles:
* Ships have been lost through the centuries in deep water while
carrying intrinsically valuable artifacts and cargoes.
* The technology now exists to both find and recover these lost
artifacts and cargoes.
* The combination of these factors means that a new industry will
likely result, and we plan to be the leader within this new
industry.
Project Criteria
Since 1994, We have spent much of our time conducting research in an
attempt to identify shipwreck projects that meet the following criteria:
* The shipwreck must be in deep water, thereby minimizing the
possibility that it has been broken up and covered by shifting
sands or the object of previous recovery efforts.
* The research must indicate that the shipwreck was carrying enough
intrinsically valuable cargo to pay for the high cost associated
with deep-ocean recovery, conducted in accordance with high
archaeological standards, and to provide an attractive return for
our investors and shareholders.
* The research must provide good navigational information concerning
the sinking location in order to minimize the search area and
provide a reasonable expectation that the wreck can be found.
* The issues relating to ownership of the shipwreck and its cargo
must be resolved or reasonably predictable prior to beginning any
recovery in order to minimize potential for litigation.
3
The United Nations Educational Scientific and Cultural Organization, or
UNESCO, has estimated that there are up to 3,000,000 shipwrecks contained
within the oceans of the world. Historical records suggest that many were
lost with verifiable cargoes of intrinsically valuable material. Of this
universe of potential projects, We have identified more than a dozen projects
that could be initiated immediately.
Mission and Strategy
Our mission is to become the premier company engaged in deep water
shipwreck exploration through the application of state-of-the-art technology
and dedication to the preservation of underwater cultural heritage through
sound archaeological practices. Assuming we can secure the necessary
financing, we intend to accomplish this mission beginning this year and
continuing into 2005 by:
* conducting recovery operations on HMS Sussex,
* completing search operations on the Bavaria, Republic and
Concepcion projects,
* conducting search operations on at least two additional projects,
and
* conducting at least one additional recovery.
The cost of mobilizing vessels, complex equipment and a professional team
of technicians, archaeologists, conservators and scientists capable of
conducting deep-water search and recovery is very high. Therefore, our
strategy is to build a "pipeline" of well-researched projects and then move
equipment and personnel from project to project in a cost-effective and
efficient manner.
Revenue Sources
Although we believe the majority of our anticipated revenue will be
generated through the sales of intrinsically valuable cargoes, we also plan to
produce revenue from collateral activities including marketing shipwreck
merchandise, expedition sponsorships, sale of intellectual property rights,
adventure tourism, archaeological services, traveling exhibits and operation
of themed attractions.
Active Projects
We currently have four active projects: the recovery of a vessel
believed to be HMS Sussex and the continued search for three shipwrecks that
we have code-named Bavaria, Republic and Concepcion. We also expect to
commence search operations for two additional shipwrecks later in 2003 or
early 2004.
HMS Sussex
Generally. The Sussex project is an expedition to locate, recover and
market the artifacts and cargo of a large colonial-period British warship, HMS
Sussex, which was lost in a severe storm in 1694. Based on research conducted
by us and contract researchers, we believe that there is a high probability
4
that the ship was carrying a cargo of coins with a bullion value of
approximately $85 million and a much higher numismatic value. We conducted
offshore search operations on this project in 1998, 1999, 2000 and 2001.
Based on the results of these search operations, we believe that there is a
high probability we have located the remains of HMS Sussex.
Partnering Agreement. On September 27, 2002, we entered into an
agreement with the Government of the United Kingdom of Great Britain and
Northern Ireland, (the "British Government"), that allows us to conduct an
archaeologically sensitive exploration of the shipwreck believed to be HMS
Sussex and to recover artifacts from the shipwreck site. The agreement
provides for us to submit a Project 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. We submitted the project plan on November 11,
2002. On May 22, 2003 the British Government accepted our Project Plan and we
have begun making arrangements for the financing, vessels, equipment and
personnel necessary to begin operations.
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 shipwreck, and the British Government will receive
3% of the gross sales of such merchandise.
The Agreement is for a period of 20 years, and can only be terminated if:
* the shipwreck is not HMS Sussex;
* no artifacts are retrieved before November 22, 2004; or
* we are in serious breach of our obligations under the agreement.
Revenue Participation. We have sold through private placements of
Revenue Participation Certificates ("RPCs") the right to share in our future
revenues derived from the Cambridge Project which includes a shipwreck we have
found that we believe to be the HMS Sussex. As of April 30, 1999, when the
offering was closed, we had sold $825,000 of the Cambridge RPCs. 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 generated by the Cambridge project. Additionally, on May 26,
1998, we signed an agreement with a subcontractor that entitled it to receive
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5% of the post finance cost proceeds from any shipwrecks in a certain search
area of the Mediterranean Sea. A shipwreck we have found, which we believe to
be the HMS Sussex, is located within the specified search area and we will be
responsible to share future revenues, if any, from this shipwreck.
Bavaria Project
The Bavaria project is an attempt to locate, identify, recover, conserve
and market the cargo of the Bavaria, our code name for a steam ship that sank
during the nineteenth century. Our research indicates that the steamer was
carrying a large shipment of gold coins at the time of her loss. Odyssey
conducted search operations over approximately 75% of the area of highest
probability and intends to complete the search phase of this project during
2003. If the Bavaria is not located within the specified search area, we may
expand the search area.
Assuming the shipwreck is located, we anticipate that recovery operations
will begin as soon as the archaeological excavation plan is complete and the
required vessel and equipment can be mobilized. Based on the projected
location of the shipwreck, and the circumstances relating to its ownership at
the time of its loss, we believe that no permits will be necessary to begin
recovery operations.
Republic Project
The Republic project is an attempt to locate, identify, recover, conserve
and market the cargo of the Republic, our code name for a steamship that sank
during the nineteenth century. According to our research, the Republic's
cargo included approximately 48,000 troy ounces of gold. Although 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
approximately 75% of any net revenue generated by the project.
We have conducted search operations over approximately 60% of the area of
highest probability and intend to complete the search phase of this project
during the late summer and early fall of 2003, when the weather conditions at
the site are favorable for exploration. Assuming the shipwreck is located, we
anticipate that recovery operations could take place during the late fall of
2003 or summer of 2004.
Concepcion Project
The "Concepcion Project" is an attempt to locate, identify, recover,
conserve and market the cargo of the Concepcion, our code name for a shipwreck
that sank during the early eighteenth century. Our value estimates for the
Concepcion range from a gold bullion value of approximately $35 million to a
potential numismatic and collector's value of well over $100 million. The
offshore search phase of this project was commenced during October 1996. To
date over 400 square miles have been surveyed with side scan sonar and ROV
inspections have been conducted on approximately 20 sites. Due to the
conditions observed with the ROV, a magnetometer survey was commenced on
certain of these sites during January 1998. Uncertainty over the proposed
changes in the laws regarding shipwrecks in the country where we were working
caused us to postpone work at the site during 1998; however, we now believe
that we can recommence operations in a joint venture with domestic partners.
6
Assuming we are able to secure financing, we intend to use our vessel R/V
Odyssey during the period from December 2003 to April 2004 to inspect the
remaining anomalies from the previous expeditions to determine whether we have
located the Concepcion. If none of the previously located anomalies are the
Concepcion, we will broaden the search area and conduct additional side scan
operations. If we are successful in locating the wreck, recovery could begin
during the later part of 2004.
Technology
Odyssey is a pioneer in the use of advanced deep-ocean technology for
shipwreck exploration. We are not, for the most part, an inventor of the
technologies required for deep ocean search and recovery. We use technologies
that others, primarily the military, oil industry, and telecommunications
industry, have developed at great expense.
We have learned how to apply these technologies specifically to locate
shipwrecks and to conduct precise archaeological recoveries at depths of 100
to 2,000 meters and beyond. Although we tend to use "off the shelf"
technology because it is cost effective, we do have several proprietary
software and equipment applications that maximize the effectiveness of our
search and recovery systems. Software to precisely document the complete
archaeological excavation and advanced sediment removal and filtration systems
are two examples of our technological innovations.
Equipment
Most of our projects are conducted in two phases. The search phase is
usually conducted from a smaller vessel outfitted with survey equipment and an
inspection ROV. The recovery phase requires a much larger vessel equipped
with a work class ROV, extremely accurate positioning gear, and certain
Odyssey technology and proprietary software, which allows us to record the
recovery in an archaeologically sound fashion.
Based upon the need for confidentiality during the search phase of our
projects and the reduced operating cost, we elected to purchase the 113-foot
search and survey vessel RV "Odyssey" and to equip it with sophisticated
search and identification equipment. It is currently engaged in the search
for the Bavaria off the eastern seaboard of the United States. The RV Odyssey
will be our primary search vessel for coastal projects and can recover small
artifacts that may aid in identifying our targets on a cost-effective basis.
This vessel operates with a minimum ship's crew of five and a technical crew
of two to four.
For the HMS Sussex recovery, we plan to either charter or purchase a
vessel and work class ROV outfitted with specialized Odyssey equipment. This
operation will require a crew of approximately 30 individuals consisting of
ship's crew, technical crew, archaeologists, and conservators.
Archaeology and Science
Many of the shipwrecks that we intend to pursue may have important
historical and cultural characteristics. Every such project undertaken by us
will be subject to stringent archaeological standards, thus adding to the body
of knowledge of the people, the history and the culture of the vessel's time.
We believe adherence to these principles will increase the economic value of
the artifacts and intellectual property rights of each project.
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In addition, many deep ocean recovery expeditions will lend themselves to
interdisciplinary scientific studies including oceanography, marine biology,
environmental research, bio-engineering and other fields.
We will also provide a platform for research and development activities
aimed at improving the efficiency of shipwreck exploration. The new systems
we are integrating for our archaeological excavations include advanced
high-definition television, 3D videography, and efficient recovery of small
artifacts, such as coins.
Legal and Political Issues
Odyssey works with a number of leading international maritime lawyers and
policy experts to constantly monitor international legal initiatives that
might affect our projects. As a matter of policy, we begin with the
assumption that some entity, whether a government, private concern or
insurance company, likely has some rights to shipwrecks that are slated for
search and recovery operations. Based on this assumption, rigorous legal
tests are applied in order to ascertain which entities might be able to create
roadblocks to a successful project. In some cases, such as that of HMS
Sussex, it is determined that the most prudent mechanism for moving forward is
to negotiate a contract with the owner of a vessel in order to manage
litigation risk.
In other cases, such as the Republic Project, We have entered into
relationships that provide a small percentage of the projects to insurers or
others with an identifiable interest.
To the extent that we engage in shipwreck search and recovery activities
in the territorial, contiguous or exclusive economic zones of countries,
Odyssey intends to comply with applicable regulations and treaties. Prior to
beginning operations for any project, the legal and political aspects are
carefully researched to ascertain what effect these issues may have on the
potential success of the operation.
These factors are taken into account in determining whether to proceed
with a project as planned. Other factors, such as the new UNESCO Convention
for the Protection of Underwater Cultural Heritage are also taken into
consideration. New political initiatives such as this Convention could
restrict access to historical shipwrecks throughout the world to the extent
that they might require compliance with cultural resource management
guidelines and regulations. Some of these will require adherence to strict
archaeological practices, and we intend to follow reasonable guidelines in all
projects to which they are applicable. Greg Stemm, Odyssey's co-founder, was
a member of the United States delegation that negotiated the UNESCO
Convention, and as such provides us with a thorough understanding of the
underlying principles and ramifications of the Convention, and advance notice
of other cultural resource management issues that might affect our projects.
The UNESCO Convention will likely not affect operations in International
Waters and the United States, the United Kingdom and other major maritime
governments have already stated explicitly that they do not intend to sign the
Convention. Nevertheless, some countries in whose waters we may work may sign
the Convention. While the UNESCO Convention states that artifacts may not be
sold, it also states that this prohibition may not prevent the provision of
8
archaeological services, and we intend to provide such services in contracts
with governments. We believe that the primary value of the cargoes we seek are
trade goods (such as coins, bullion and gems), which are not artifacts of
historical, archaeological or cultural significance and so should not be
subject to the rule prohibiting sale.
We believe there will be increased interest in the protection of
underwater cultural heritage throughout the oceans of the world. We are
uniquely qualified to provide governments and international agencies with
resources to help manage these resources while providing the public with
educational, scientific, historical and entertainment initiatives that
originate from our shipwreck exploration activities.
Competition
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 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.
Cost of Environmental Compliance
With the exception of vessel operations and conservation activities, our
general business operations do not expose us to environmental risks or
hazards. We carry insurance that provides a layer of protection in the event
of an environmental exposure resulting from the operation of our vessel. The
cost of such coverage is minimal on an annual basis. The risk related to
conservation activities is considered minimal.
Employees
The Company has 7 full time employees. In addition, Odyssey Marine
Services employs a ship's crew of 5 and a technical crew of between 2 and 4
depending on the particular operations they are conducting. In addition, we
hire subcontractors and consultants from time to time to perform specific
services.
Risk Factors
Investors in shares of the our Common Stock should consider the following
risk factors, in addition to other information in this Report:
1. SPECIAL RISKS OF THE BUSINESS. An investment in a business such as
that of the Company should be considered extremely speculative and very risky.
Although we have access to a substantial amount of research and data, which
has been compiled regarding our various projects, the quality and reliability
of such research and data, like all research and data of its nature, is
unknown. Even if we are able to plan and obtain permits for our various
projects, there is a possibility that the shipwrecks may have been salvaged,
or may not have had anything of value on board at the time of the sinking.
Furthermore, even if objects of believed value are located and recovered,
there is the possibility that others, including both private parties and
governmental entities, asserting conflicting claims, may challenge our rights
9
to the recovered objects. Finally, even if we are successful in locating and
retrieving objects from a shipwreck and establishing good title thereto, there
can be no assurance as to the value that such objects will bring at their
sale, as the market for such objects is very uncertain.
2. UNCERTAIN RELIABILITY OF RESEARCH AND DATA. The success of a
shipwreck project will be dependent to a substantial degree upon the research
and data assimilated by us. By its very nature, however, all such research
and data regarding shipwrecks, such as those sought by us, is imprecise,
incomplete and unreliable as it is often composed of or effected by numerous
assumptions, rumors, "legends", historical and scientific inaccuracies and
inaccurate interpretations which have become a part of such research and data
over time.
3. DEPENDENCE ON OTHERS FOR LOCATION AND RECOVERY OF WRECKSITES. While
we currently own a 113' research vessel, certain search equipment, including
side scan sonar, navigation equipment and an ROV capable of operations to
approximately 1,000 feet, it will be necessary to contract with third parties
for any additional equipment and/or labor necessary for the location and
recovery of wrecksites. There can be no assurance that financing or third
party contracts will be available to us. The availability of specialized
recovery equipment may present a problem, and the cost of obtaining the use of
such equipment to conduct recovery operations is uncertain and will depend on,
in part, the location and condition of the wreckage to be recovered.
4. 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 during others.
There can be no assurances that we will be able to conduct our search and/or
recovery operations only during such favorable periods. In addition, even
though sea conditions in a particular search location may be somewhat
predictable, the possibility exists that unexpected conditions in a search
area may occur and that such unexpected conditions might adversely affect our
operations. Further, it is possible that natural hazards may prevent or
significantly delay search and/or recovery operations and therefore any
distributions.
5. UNCERTAIN TITLE TO OBJECTS LOCATED. Persons and entities other than
the Company and entities it is affiliated with (both private and governmental)
may claim title to the shipwrecks. Even if we are successful in locating and
recovering shipwrecks, there is no assurance that we will be able to establish
our rights to property recovered as against governmental entities, prior
owners, or other attempted salvors claiming an interest therein.
6. UNCERTAIN MARKET FOR AND VALUE OF RECOVERED OBJECTS. Even if
valuable items can be located and recovered, it is difficult to predict the
price that might be realized for these items. The value of the recovered
items will fluctuate with a precious metals market that has been highly
volatile in recent years. Moreover, the entrance on the market of a large
supply of similar items from shipwrecks located and recovered by others could
itself depress the market for these items.
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7. DELAY IN DISTRIBUTION OR SALE OF RECOVERED OBJECTS. The methods and
channels, which may be used in the disposition of the recovered items, are
uncertain at present and may include one or a combination of several
alternatives. Ready access to buyers for disposition of any artifacts or other
valuable items recovered, however, cannot be assured and delays in the
disposition of such items are very possible.
8. THEFT. If we locate a shipwreck and assert 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.
9. COMPETITION. There are a number of competing entities engaged in
various aspects of the shipwreck business. One or more of these competing
entities may locate and recover the shipwreck that we are planning 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.
10. FAILURE TO OBTAIN PERMITS. It is possible that we will not be
successful in obtaining title to, or permission to excavate the shipwrecks. In
addition, permits for the projects may never be issued, and if issued, may not
be legal or honored by the entities that issued them.
11. NEED FOR ADDITIONAL CAPITAL. Until we begin to generate revenue
from the sale of recovered items, we will need additional capital in order to
continue the search, recovery and marketing phases of our projects.
12. PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK. Although there is a
limited market for our Common Stock, there can be no assurance that such a
market can be sustained. The investment community could show little or no
interest in the Company in the future. As a result, purchasers of our
securities may have difficulty in selling such securities should they desire
to do so. The Common Stock currently trades on the OTC Bulletin Board.
13. CONTROL BY EXISTING MANAGEMENT. The current executive officers and
directors of the Company control approximately 14.2% of our outstanding voting
power. Accordingly, the current executive officers and directors do not have
the ability to significantly influence the outcome of elections of our
directors and other matters presented to a vote of shareholders.
14. DIFFICULTY IN TRADING "PENNY-STOCKS". Our securities may be subject
to a rule that imposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers (as defined in the rule) and accredited investors (generally,
institutions and, for individuals, an investor with assets in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with such
investor's spouse). For transactions covered by this rule, the broker-dealer
must make a special suitability determination for the purchaser and must have
received the purchaser's written consent to the transaction prior to the
purchase. Consequently, many brokers may be unwilling to engage in
transactions in our securities because of the added disclosure requirements,
thereby making it more difficult for shareholders to resell Common Stock in
the secondary market.
11
15. GENERIC PREFERRED STOCK AUTHORIZED. Our Articles of Incorporation
authorize the issuance of up to 10,000,000 shares of Preferred Stock. The
Board of Directors has the right to establish the terms, preference, rights
and restrictions of the Preferred Stock. Other companies on occasion have
issued series of such preferred stock with terms, rights, preferences and
restrictions that could be considered to discourage other persons from
attempting to acquire control of such companies and thereby insulate incumbent
management. It is possible we could issue shares of our Preferred Stock for
such a purpose. In certain circumstances, the existence of corporate devices
that would inhibit or discourage takeover attempts could have a depressant
effect on the market value of our Common Stock.
ITEM 2. DESCRIPTION OF PROPERTY
We maintain our offices at 3604 Swann Avenue, Tampa, Florida 33609. The
offices consist of approximately 2,900 square feet of office space that we
lease from a non-affiliated company on a month-to-month basis for
approximately $3,700 per month. The approximate rental for the year ending
February 28, 2003 was $44,800.
Our OVH, Inc. ("OVH") subsidiary owns a 113' Research Vessel the
"Odyssey" which we utilize for search and inspection of shipwreck targets. We
purchased the vessel in September 2002 for $465,000 and it is in good
condition to carry out its intended purpose. Funds for the purchase of the
vessel were received from the issuance of one share of Series C Convertible
Preferred Stock. The Holder of the share has the option until September 6,
2004, of exchanging his share for all of the stock of OVH, which owns the
vessel.
ITEM 3. LEGAL PROCEEDINGS
On October 14, 1999, a judgment was entered in favor of the Company
against Treasure & Exhibits International, Inc. ("VNSR") in the principal
amount of $341,500 plus prejudgment interest of $16,362. The suit stemmed
from certain "put" options granted to us by VNSR. We were able to offset the
judgment through the sale of shares of VNSR stock that we held, and in
November 1999, the parties entered into a settlement agreement that was
personally guaranteed by Mr. Larry Schwartz, the then president of VNSR.
On December 28, 1999, We filed suit in the Circuit Court for the
Thirteenth Judicial Circuit in and for Hillsborough County Florida, Civil
Division against Larry Schwartz, seeking performance pursuant to his personal
guarantee of the remaining VNSR debt. On March 7 2001, Odyssey was awarded a
judgment in the amount of $102,516 against Larry Schwartz. We are pursuing
collection from both parties. However, due to the uncertainty of collection,
we have not recorded an asset on the books with respect to this judgment.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRINCIPAL MARKET OR MARKETS.
Our Common Stock is traded on the OTC Bulletin Board under the symbol
"OMEX." The following table sets forth the range for the high and low bid
quotations for our securities as reported by the OTC Bulletin Board. These
prices are believed to be representative inter-dealer quotations, without
retail markup, markdown or commissions, and may not represent actual
transactions.
Bid
High Low
Quarter Ended ----- -----
February 28, 2001 $0.62 $0.08
May 31, 2001 $0.53 $0.27
August 31, 2001 $1.63 $0.27
November 30, 2001 $1.27 $0.61
February 28, 2002 $1.91 $0.51
May 31, 2002 $1.58 $0.85
August 31, 2002 $1.14 $0.69
November 30, 2002 $1.83 $0.97
February 28, 2003 $1.35 $0.66
APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.
The number of record holders of our $.0001 par value Common Stock at
April 30, 2003 was 198. This does not include shareholders that hold their
stock in accounts in street name with broker/dealers.
DIVIDENDS.
Holders of the Common Stock are entitled to receive such dividends as may
be declared by our Board of Directors. No dividends have been declared with
respect to our Common or Preferred Stock and none are anticipated in the
foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES.
During the three months ending February 28, 2003, we issued 60,000 shares
to a limited liability company that exercised a warrant for the purchase of
common stock for $18,000 in cash.
The securities were issued pursuant to the exemption provided by Section
4(2) of the Securities Act of 1933. The purchaser of these securities is an
accredited investor who made an informed investment decision and had access to
material information regarding the Company. The certificates representing the
common shares bear an appropriate legend restricting the transfer of such
securities, and stop transfer instructions have been provided to our transfer
agent in accordance therewith.
13
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
In the long term, we expect to derive substantially all of our revenue
through the sale and/or display of shipwreck cargoes and artifacts, including
replicas, and potentially, through the operation of exhibits and/or themed
attractions. Therefore, until we are successful in acquiring and marketing
artifacts and/or cargoes or opening exhibits or themed attractions, it will be
dependent upon investment capital to meet its cash flow requirements. To
date, we have conducted private placements of debt, equity and project
specific revenue participation to meet our financial obligations.
For the next twelve months, we anticipate spending approximately $120,000
per month to pay salaries and general office expense.
Assuming the necessary funds can be secured, our 2003 operational plans
call for recovery operations on the Sussex Project, completing the search
operations on the Bavaria and Republic Projects and potentially conduct
recovery operations on either the Bavaria or Republic if one or both of those
shipwrecks are located. Additionally, we plan to investigate exhibit and
attraction opportunities.
We intend to begin recovery operations on the Sussex Project during the
summer months. The budget for the Sussex recovery and conservation is
approximately $3 million. If the recovery is highly successful, this amount
may increase to approximately $4.5 million as a result of additional
conservation, documentation, curation and security expenses that may need to
be incurred.
We are planning to lease the vessels and equipment necessary to conduct
the Sussex recovery. We will also need to employ approximately 30 individuals
or subcontractors to perform the work at the site and in the conservation
facility.
We recommenced search operation on the Bavaria Project on May 1, 2003.
The budget for the Bavaria search ranges between $100,000 and $500,000
depending on how much additional area we end up searching. If the target
shipwreck is located, we believe that recovery and conservation will cost
between $1 million and $2 million, depending on the condition and depth of the
shipwreck. We anticipate the need to hire additional individuals for this
work. However, until the wreck is located and we can determine the recovery
procedures, we cannot accurately predict the requirement for additional
employees.
We are also planning to recommence the search operations for the Republic
Project during the late summer or early fall of 2003 when the weather at the
search area is more conducive for offshore operations. The budget to complete
the Republic Project search is approximately $350,000. If the shipwreck is
located, the budget for recovery and conservation is expected to be between $1
million and $2 million.
We plan to sell equity, project specific revenue participation,
sponsorships or debt to meet our capital needs. However, there can be no
assurance that we will be able to raise sufficient capital to fund our plan of
operation.
14
ITEM 7. FINANCIAL STATEMENTS
Please see pages F - 1 through F - 20.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table sets forth the names, ages and positions of the
officers and directors.
NAME AGE POSITION
----------------- --- ----------------------------------
John C. Morris 54 Chairman and CEO
Gregory P. Stemm 46 Vice-President - Research and
Operations and Director
George Knutsson 65 Director
David J. Saul 63 Director
Henri Germain Delauze 73 Director
George E. Lackman 72 Director
George J. Becker, Jr. 68 Chief Operating Officer
Michael V. Barton 43 Chief Financial Officer
David A. Morris 52 Secretary and Treasurer
There is no family relationship between any of the Directors or the
Executive Officers of the Company except John Morris and David Morris who are
brothers.
All directors will hold office until the next annual meeting of the
Shareholders.
The following sets forth biographical information as to the business
experience of each Officer and Director of the Company for at least the last
five years.
John C. Morris has served as an Officer and Director of the Company since
May 1994. Prior to that, Mr. Morris was an officer and director of Seahawk
Deep Ocean Technology, Inc. ("SDOT") from March 1989, until January 1994. As
President of SDOT, Mr. Morris was in charge of the Company that completed the
first archaeologically sound recovery of a deep-water shipwreck, salvaging a
15
Spanish shipwreck from approximately 1,500 feet of water near the Dry
Tortugas. The recovery yielded nearly 17,000 artifacts consisting of gold,
silver coins, pottery, pearls, jewelry, and numerous other artifacts. From
1992 until 1997, Mr. Morris served on the Board of Directors of the Florida
Aquarium, a not for profit corporation engaged in the operation of a large
aquarium facility in Tampa, Florida.
Gregory P. Stemm has served as Vice President, Research and Operations
and as a member of the Board of Directors since May 1994 and is responsible
for research and operations on all shipwreck projects. Prior to that, he
served as an officer and director of Seahawk Deep Ocean Technology from the
time he co- founded the company in 1989 until January 1994. Stemm is a member
of the United States delegation to the United Nations, Educational, Scientific
and Cultural Organization (UNESCO) expert meeting to consider the "Draft
Convention for the Protection of Underwater Cultural Heritage". This group
will determine future international deep-ocean shipwreck guidelines. As a
principal of Seahawk, Stemm was involved in directing research and technology
for the company, which resulted in locating two Spanish Colonial shipwrecks in
depths greater than 1,000 feet. He was also responsible for directing the
archaeological team and operations that accomplished the world's first remote
archaeological excavation, in a depth of 1,500 feet southwest of the Florida
Keys.
George Knutsson has served as a Director of the Company since June 2001.
Since 1995, Mr. Knutsson has been the President and Chairman of American Boat
Trailer Rental Company, Inc., which is the largest provider of boat trailer
rentals in the Southeast US. In 1978, he founded Dollar Rental Car of Florida
and served as CEO until 1990, when he sold the company. Mr. Knutsson also
owned and operated Pirates Cove Marina in the Tampa Bay area from 1984 until
he sold it in 1995. From 1995 to 1999, he was the co-founder and Chief
Financial Officer of Pro-Tech Monitoring, which uses patented GPS/cellular
technology in the monitoring and tracking of felons worldwide. He received
his Bachelors degree from the University of Florida and a MBA from the
University of South Florida.
Dr. David J. Saul, who is retired, has served as a member of the
Company's Board of Directors since October 2001. Dr. Saul was Bermuda's
Minister of Finance from 1989 to 1995, and Premier of Bermuda from 1995 to
1997. In addition to his political background, Dr. Saul held two senior posts
with Fidelity Investments, from 1984 through 1995, as the President of
Fidelity Bermuda and Executive Vice President of Fidelity International. He
retired from the firm in 1999, but remains a Director of Fidelity's main
international Board, and a Director of some 40 other Fidelity Companies around
the world - including the U.K., Bermuda, Jersey, Tokyo, Hong Kong, Cayman
Islands, Luxembourg and Taiwan. Dr. Saul's professional activities include two
stints as a Director of the Bermuda Monetary Authority and he currently serves
as a Director of Lombard Odier (Bermuda), a subsidiary of the Swiss Bank, and
a Director of the London Steam Ship Owners' Mutual Insurance Association
(Bermuda) Ltd. A keen oceanographer with a passion for shipwrecks and the sea,
he is a founding Trustee of the Bermuda Underwater Exploration Institute, and
a founding Director of the Professional Shipwreck Explorers Association.
Henri Germain Delauze has served as a member of the Company's Board of
Directors since October 2001. Mr. Delauze, one of the world's leading
underwater technology pioneers, brings extensive technical, operational and
management expertise to Odyssey's Board of Directors. Mr. Delauze was founder
16
of one of the world's leading underwater technology companies, COMPAGNIE
MARITIME D'EXPERTISES (COMEX), where he has served as President since November
1961. Mr. DeLauze pioneered deep saturation diving using synthetic breathing
mixtures. Delauze was the first man to reach 335 m. depth during an
experimental dive in May 1968, and his company holds world records for both
deep sea and chamber saturation diving. In 1975, he created COMEX INDUSTRIES
and COMEX PRO, two subsidiaries that design, manufacture and market
sophisticated equipment for professional diving, work submarines and remote
operated vehicles (ROV's). COMEX SERVICES, the Group's oil subsidiary,
extended its activities to all the major offshore oil production areas around
the world from 1966 onwards. Mr. Delauze is still the principal shareholder of
COMEX SA, which maintains the following divisions: CYBERNETIX (advanced
robotics, manned observation submarines and ROVs/AUVs for scientific
deep-water archaeology and military purposes), COMEX PRO (manufactures
hyperbaric centers for deep diving, large hospital centers and develops and
manufactures ROVs, especially the ACHILLE and the 2,000 m. SUPER ACHILLE.)
During the year 2002, COMEX S.A., its subsidiaries and CYBERNETIX (group
consolidation) employed over 500 people, including 200 engineers.
George E. Lackman Jr., has served as a member of the Company's Board of
Directors since November 2002, and brings experience from his distinguished
career in banking, business operations, shipbuilding, international business
and public service to Odyssey Marine Exploration. Mr. Lackman was founding
Chairman and President of Citrus Park Bank, which was sold to Florida National
Bank in 1985. At Florida National, he served as head of Retail Banking,
Business Banking and Commercial Banking for the Tampa area. After the merger
of Florida National and First Union National Bank he started First Union's
first Private Banking Program in the Tampa area. He retired from First Union
as Vice President of Corporate Development. Mr. Lackman spent 25 years in the
shipyard business, including service as Vice President of Tampa Ship Repair
and Dry Dock Company, Tampa's largest shipyard. He was President of Nutri-Sol
Chemical Company, Marine Insulation Company, Corban Industries and Acetogen
Gas Company of Florida. Mr. Lackman's international experience spans service
as President of an International Investment Group, Chairman of the Tampa
Chamber of Commerce International Board and as President/Chairman of the Tampa
Bay International Business Council. He also served as an Advisor to the
Central American Banks. Mr. Lackman extensive public and community service
includes service to and leadership of many health care organizations. He was
especially active in groups working to reduce infant mortality and increase
prenatal care. Two Florida Governors have called on Mr. Lackman to serve on
various health care and community service groups.
George Becker Jr., joined Odyssey as Chief Operating Officer during April
2002. From 1992 until April 2002, Mr. Becker was the President of George J.
Becker Jr. & Associates, consultants to companies in the leisure, themed
attraction and hospitality industries. Mr. Becker is a senior executive with
thirty years experience in major leisure industry profit center development,
management, marketing, staffing and operations. For twenty-two years, Mr.
Becker was involved in the development and management of the Sea World marine
life parks in the United States and served at various times in several
positions including as the former Executive Vice President of Sea World Inc.,
Chairman and Chief Executive Officer, Sea World of Texas, President and Chief
Executive Officer of Sea World of California and President and Chief Executive
Officer of Sea World of Florida. In 1997 Mr. Becker became President of
Entercitement LLC. He led the creative concept and design of a proposed theme
park in Indianapolis, Indiana. Park development was stopped in 1998 due to a
lack of financing and Mr. Becker resigned in 1999 from Entercitement. Mr.
17
Becker has been recognized as a tourism leader for his work in several regions
of the country. A skilled new business developer and team builder, Mr. Becker
is known for creating viable management teams, achieving excellent
productivity and harmony between employees of widely divergent skills and
personalities. Becker has been active in a number of national, regional and
state visitor organizations. He served as Executive Director of the Florida
Tourism Commission. In 1983, he was President of the Florida Chamber of
Commerce and in 1984 he chaired Governor Bob Graham's Commission on Public
Facility Financing.
Michael V. Barton joined Odyssey during May 2002, to serve as Chief
Financial Officer. Mr. Barton has spent nearly two decades working in the
financial arena. From 1995 to May 2002 he was Vice President, Wealth
Management Group for First Union National Bank where he had been assisting
high net worth clients with estate and business succession planning,
investment strategies and tax planning since 1995. Prior to that Mr. Barton
worked in the mutual fund industry as a Senior Compliance Officer and in
public accounting. Mr. Barton received B.S. in Business Administration
(Accounting) and Master of Accountancy degrees from the University of South
Florida. He maintains Certified Public Accountant and Certified Financial
Planner designations. Mr. Barton has served in board member and officer
positions with the Tampa Bay Estate Planning Council and as a volunteer with
The United Way Evaluation Committee, H. Lee Moffitt Foundation Planned Giving
Steering Committee and the Easter Seals Planned Giving Committee.
David A. Morris has served as Secretary and Treasurer of the Company
since August 1997. Prior to that, Mr. Morris was employed by Seahawk Deep
Ocean Technology where he was an Administrative Assistant to the Chief
Financial Officer from 1994 through 1997, and manager of the Conservation and
Archaeology departments from 1990 through 1994. Mr. Morris graduated with a
Bachelor of Science degree in Mechanical Engineering from Michigan State
University in 1974.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Audit Committee consists of George Knutsson, David J. Saul and George
Lackman, all of whom are independent outside Directors.
Our Compensation Committee consists of George Knutsson and George
Lackman, both of whom are independent outside Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Form 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year, except that Henri
DeLauze, David Saul and George Knutsson, Directors of the Company, each filed
a Form 5 late reporting the grant of an option, and MacDougald Family Limited
Partnership failed to file a Form 5.
18
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive
compensation for the Company's President for the years ended February 28,
2003, February 28, 2002, and February 28, 2001, and each other executive
officer who had total annual salary and bonus in excess of $100,000 during
such years.
[Download Table]
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------------
Annual Compensation Awards Payouts
-------------------- ---------------- -------
Securi-
ties
Re- Under- All
Name and stricted lying LTIP Other
Principal Stock Options/ Payout Compen-
Position Year Salary Bonus Awards SARs(#) ($) sation
----------------- ---- -------- -------- ------- --------- ------ ------
John C. Morris, 2003 $150,000 $ 2,000 -0- -0- -0- -0-
President 2002 $125,000 $ -0- -0- 100,000 -0- -0-
2001 $150,000 $89,456 -0- 50,000 -0- -0-
Gregory P. Stemm, 2003 $150,000 $ 2,000 -0- -0- -0- -0-
Vice-President 2002 $125,000 $ -0- -0- 100,000 -0- -0-
2001 $150,000 $89,456 -0- 50,000 -0- -0-
David A. Morris, 2003 $100,000 $ 1,500 -0- -0- -0- -0-
Secr/Treas 2002 $ 90,000 $ -0- -0- -0- -0- -0-
2001 $125,000 $46,110 -0- 50,000 -0- -0-
AGGREGATE OPTION EXERCISES IN YEAR ENDED
FEBRUARY 28, 2003 AND FEBRUARY 28, 2003 OPTION VALUES
Securities Under- Value of Unexer-
lying Unexercised cised In-The-
Shares Options at Money Options at
Acquired on February 28, 2003 February 28, 2003
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
---------------- ----------- -------- ----------------- ----------------
John C. Morris -0- -0- 150,000/ -0- $52,000/ -0-
Greg P. Stemm -0- -0- 150,000/ -0- 52,000/ -0-
David A. Morris -0- -0- 50,000/ -0- 24,000/ -0-
EMPLOYMENT AGREEMENTS
John Morris, Greg Stemm, David Morris, Michael Barton and George Becker,
Jr. have employment agreements through February 28, 2005. The base salaries
for John Morris and Greg Stemm have been set at $150,000 per year. The base
salaries for David Morris, Michael Barton and George Becker, Jr. have been set
at $100,000. We anticipate that in addition to their base salary each of these
individuals will receive stock options and certain other benefits as
determined by the Board of Directors.
19
EMPLOYEE STOCK OPTION PLAN
During the Special Shareholder Meeting held September 8, 1997, the
Shareholders approved an Employee Stock Option Plan (the "Plan"). The Plan
authorized the issuance of options to purchase up to two million shares of the
Company's Common Stock. On November 7, 2001, the shareholders approved an
amendment to the Plan increasing the number of shares in the Plan to three
million five hundred thousand shares.
The Plan allows the Board of Directors to grant non-qualified stock
options from time to time to employees, officers and directors, and
consultants of the Company. The board determines vesting provisions at the
time options are granted. The option price for any option will be no less
than the fair market value of the Common Stock on the date the option is
granted.
During the fiscal year ended February 28, 2003, we issued the following
options to directors, in addition to those itemized in the Summary
Compensation Table above, from the Plan:
Date Number of Option Date
Of Options Exercise Of
Grantee Position Grant Granted Price Expiration
----------------- --------- --------- --------- ------- ---------
George Knutsson Director 3/04/2002 25,000 $1.40 3/04/2006
David Saul Director 3/04/2002 25,000 $1.40 3/04/2006
Henri G. DeLauze Director 3/04/2002 25,000 $1.40 3/04/2006
George Lackman Director 2/28/2003 50,000 $1.25 2/28/2007
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth, as of April 30, 2003, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Officer and Director individually
and all Officers and Directors of the Company as a Group.
Amount of
Name of Beneficial Percentage
Beneficial Owner Ownership of Class
------------------- -------------- ----------
MacDougald Family
Limited Partnership 9,344,008 (1) 32.0%
3773 Howard Hughes Pkwy.
Suite 300 N
Las Vegas, NV 89109
Gregory P. Stemm 1,974,241 (2) 6.8%
3604 Swann Ave
Tampa, FL 33609
John C. Morris 1,591,229 (3) 5.5%
3604 Swann Ave
Tampa, FL 33609
20
David A. Morris 366,940 (4) 1.3%
6522 Bimini Court
Apollo Beach, FL 33572
Michael V. Barton 227,115 (5) 0.8%
3604 Swann Avenue
Tampa, FL 33609
David J. Saul 280,000 (6) 1.0%
3604 Swann Ave
Tampa, FL 33609
Henri DeLauze 280,000 (7) 1.0%
3604 Swann Ave
Tampa, FL 33609
George Knutsson 125,000 (8) 0.4%
3604 Swann Avenue
Tampa, FL 33609
George Becker 94,000 (9) 0.3%
3604 Swann Avenue
Tampa, FL 33609
George Lackman 12,500 (10) 0.0%
3604 Swann Avenue
Tampa, FL 33609
All Officers and Directors
as a group (9 persons) 4,951,025 16.6%
________________
(1) Includes 9,114,008 shares and 230,000 shares underlying currently
exercisable stock options, beneficially held by MacDougald Family Limited
Partnership(MFLP), MacDougald Management, Inc.(MMI), and James E. MacDougald.
The limited partners of MFLP are James E. MacDougald, his wife Suzanne M.
MacDougald, and two trusts created for the children and grandchildren of Mr.
and Mrs. MacDougald. MMI is the general partner of MFLP.
(2) Includes 606,182 shares held of record by Greg and Laurie Stemm, 1,218,059
shares held by Adanic Capital, Ltd., a limited partnership for which Greg
Stemm serves as general partner, and 150,000 shares underlying currently
exercisable stock options.
(3) Includes 1,441,229 shares held by John Morris, and 150,000 shares
underlying currently exercisable stock options.
(4) Includes 292,626 shares held by David A. Morris, 24,314 shares held by
Chad E. Morris his son who lives in the same household, and 50,000 shares
underlying currently exercisable stock options.
(5) Includes 72,000 shares, 50,000 shares underlying currently exercisable
options, and 10,000 shares underlying a currently exercisable warrant held by
Michael Barton, and 95,115 shares held by Laura Barton, Mr. Barton's wife.
21
(6) Includes 140,000 shares, 100,000 shares underlying currently exercisable
stock options, and 40,000 shares underlying a currently exercisable warrant
held by David J. Saul.
(7) Includes 100,000 shares and 100,000 shares underlying currently
exercisable stock options held by Henri Delauze, and 40,000 shares and 40,000
shares underlying a currently exercisable warrant held by COMEX, SA of which
Mr. DeLauze is owner.
(8) Includes 50,000 shares and 75,000 shares underlying currently exercisable
stock options held by George Knutsson.
(9) Includes 24,000 shares, 60,000 shares underlying currently exercisable
stock options, and 10,000 shares underlying a currently exercisable warrant
held by George Becker.
(10) Includes 12,500 shares underlying currently exercisable stock options
held by Mr. Lackman.
[Download Table]
EQUITY COMPENSATION PLAN INFORMATION
Plan category Number of securities Weighted Average Number of securities
to be issued upon ex- exercise price of remaining available
exercise of outstand- outstanding options for future issuance
ing options, warrants warrants and rights
and rights
-------------- --------------------- ------------------- --------------------
Equity compen-
sation plans
approved by
securityholders 1,140,000 $ 0.80 2,144,000
--------------------------------------------------------------------------------
Equity compen-
sation plans
not approved by
securityholders (*) (*) (*)
--------------------------------------------------------------------------------
Total 1,140,000 $ 0.80 2,144,000
_______________
(*) Pursuant to a consulting agreement which expires on November 30, 2003, a
consultant has the option to receive compensation in the form of restricted common
stock on a monthly basis, providing he notifies us each month in advance. The number
of shares is determined by dividing $5,000 by the average daily closing price of our
Common Stock for each month that the consultant elects to receive common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two years certain officers, directors, and beneficial
owners entered into transactions with the Company as follows:
22
On January 1, 2001, we renewed loan agreements with Gregory Stemm and
John Morris authorizing each to borrow a maximum of $120,000 from the Company
at 8% annual interest compounded quarterly. On October 10, 2001, the loans
were revised authorizing borrowing up to $130,000 under the same terms and an
additional $20,000 for the exercise of stock options. On March 1, 2002, the
loans were revised to allow borrowing up to $150,000 under the same terms and
up to $20,000 for the exercise of stock options. The loan balances as of
February 28, 2003, were $146,136 and $146,490 respectively, including
interest. These loans become due on December 31, 2004.
On April 1, 2001, we entered into a loan extension agreement with Robert
Stemm, Gregory Stemm's father, wherein Mr. Stemm extended the due date on his
loan to the Company until March 31, 2003. The principal amount of $56,144 bore
interest at 10% per annum and was secured by an inventory of raw emeralds.
This loan was convertible into shares of Common Stock at the rate of $.50 per
share. On March 31, 2003, we entered into a Debt Conversion Agreement wherein,
Mr. Stemm was paid $13,373 in cash and received 108,000 shares of our common
stock for payment in full of the note and accrued interest. Payment of the
note established March 31, 2005, as the expiration date of the warrants for
the purchase of common stock previously issued to Mr. Stemm as an inducement
to extend the loan due dates, and terminated the security interest in the
inventory of raw emeralds that previously secured the note. Warrants held by
Mr. Stemm as a result of his loan to the Company are as follows:
Date issued Number of shares Exercise Price Expiration Date
----------- ---------------- -------------- ---------------
4/1/1999 11,000 $ 3.00/share March 31, 2005
4/1/2000 21,500 $ 2.00/share March 31, 2005
On February 28, 2001, we completed the sale of shares of our Series B
Convertible Preferred Stock, Common Stock and Warrants to MacDougald Family
Limited Partnership ("MFLP") for $3,000,000 in cash. The sale of securities
was made pursuant to a Stock Purchase Agreement dated February 28, 2001. MFLP
purchased 850,000 shares of our Series B Convertible Preferred Stock, 864,008
shares of Common Stock and Warrants to purchase an additional 1,889,000 shares
of Common Stock. The cash used came from operating funds of MFLP. Warrants to
purchase 1,659,000 shares subsequently expired. As of the date of this report,
MFLP holds options to purchase 230,000 shares at $0.30 per share.
Under the terms of the Stock Purchase Agreement, MFLP received certain
rights to require us to register the Common Stock purchased and the shares of
Common Stock issuable on the conversion or exercise of the Preferred Stock and
Warrants for resale under the Securities Act of 1933.
MFLP is a Nevada limited partnership of which MacDougald Management, Inc.
("MMI") is sole general partner. The limited partners include James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts for the benefit of
the children and grandchildren of Mr. and Mrs. MacDougald. James E.
MacDougald is the President of MMI. Mr. McDougald served on the Board of
Directors of the Company from February through October, 2001.
On October 12, 2001, MFLP delivered a Notice of Conversion to us pursuant
to which MFLP converted 850,000 shares of Preferred Stock held by MFLP into
8,500,000 shares of Common Stock in accordance with the terms of the Stock
Purchase Agreement and the Certificate of Designation. No additional funds
were expended by MFLP in connection with its acquisition of the Common Stock.
The consideration for the Common Stock was the Preferred Stock tendered by
MFLP to us.
23
As a condition and an inducement to MFLP to convert the Preferred Stock,
the Company and MFLP executed an Amended and Restated Registration Rights
Agreement, dated October 12, 2001 ("Amended and Restated Registration Rights
Agreement"), pursuant to which the Issuer granted MFLP up to five demand
registration rights. Concurrently with the execution of the Amended and
Restated Registration Rights Agreement, the Company and MFLP entered into the
First Amendment to Series B Stock Purchase Agreement, dated October 12, 2001
("First Amendment to Stock Purchase Agreement"), which eliminated certain of
MFLP's rights under the Stock Purchase Agreement.
On May 26, 1998, we signed an agreement with a subcontractor that
entitled it to receive 5% of the post finance cost proceeds from any
shipwrecks in a certain search area of the Mediterranean Sea. A shipwreck we
have found, which we believe to be the HMS Sussex, is located within the
specified search area and we will be responsible to share future revenues, if
any, from this shipwreck. On December 9, 2002, a Georgia limited liability
company acquired the 5% interest in the Cambridge Project from the
subcontractor through a foreclosure sale. John Morris and Greg Stemm have
member interests of 32% and 28%, respectively, in the limited liability
company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description Location
-------- ----------- --------
3.1 Articles of Incorporation, as Incorporated by reference to
amended Exhibit 3.1 to the Company's
Annual Report on Form 10-KSB
for the year ended February 28,
2001
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Company's
Annual Report on Form 10-KSB
for the year ended February 28,
2001
3.3 Designation of Series B Incorporated by reference to
Convertible Preferred Stock Exhibit 3.3 to the Company's
Report on Form 8-K dated
February 28, 2001
2.4 Amended Certificate of Incorporated by reference to
Designation of Series C Exhibit 3.4 to the Company's
Convertible Preferred Stock Report on Form 8-K dated
September 19, 2002
10.1 Employment Agreement dated Incorporated by reference to
May 22, 2002, with David A. Exhibit 10.1 to the Company's
Morris Annual Report on From 10-KSB
For the year ended February 28,
2002
24
10.2 Employment Agreement dated Incorporated by reference to
May 22, 2002, with Greg Stemm Exhibit 10.2 to the Company's
Annual Report on From 10-KSB
For the year ended February 28,
2002
10.3 Employment Agreement dated Incorporated by reference to
May 22, 2002, with John C. Exhibit 10.3 to the Company's
Morris Annual Report on From 10-KSB
For the year ended February 28,
2002
10.4 Employment Agreement dated Filed herewith electronically
May 22, 2002, with Michael V.
Barton
10.5 Employment Agreement dated Filed herewith electronically
May 22, 2002, with George
Becker
10.6 Series B Convertible Preferred Incorporated by reference to
Stock Purchase Agreement Exhibit 10.6 to the Company's
Report on Form 8-K
dated February 28, 2001
10.7 1997 Stock Option Plan Incorporated by reference to
Exhibit 10.7 to the Company's
Annual Report on Form 10-KSB for
the year ended February 28, 2001
10.8 Commercial Lease with Incorporated by reference to
Corinthian Custom Homes, Exhibit 10.8 to the Company's
Inc. dated January 24, 2001 Annual Report on Form 10-KSB for
the year ended February 28, 2001
10.9 Amended and Restated Registration Incorporated by reference to
Rights Agreement with Exhibit 10.9 to the Company's
MacDougald Family Limited Annual Report on Form 10-KSB for
Partnership the year ended February 28, 2002
10.10 First Amendment to Series B Incorporated by reference to
Stock Purchase Agreement Exhibit 10.10 to the Company's
Annual Report on Form 10-KSB for
the year ended February 28, 2002
10.11 Partnering Agreement Memorandum Incorporated by reference to
Concerning the Shipwreck of HMS Exhibit 10.11 to the Company's
Sussex, dated September 27, 2002 Quarterly Report on Form 10-QSB
For the quarter ended August 31,
2002
23 Consent of Independent Public Filed herewith electronically
Accountants
25
99.1 Certification of Chief Executive Filed herewith electronically
Officer pursuant to 18 U.S.C.
Section 1350
99.2 Certification of Chief Financial Filed herewith electronically
Officer pursuant to 18 U.S.C.
Section 1350
(b) Reports on Form 8-K. None.
ITEM 14. 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 annual
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.
26
INDEX TO FINANCIAL STATEMENTS
ODYSSEY MARINE EXPLORATION, INC.
PAGE
Report of Independent Certified Public Accountants . . . . . . . F-2
Financial Statements:
Consolidated Balance Sheet - February 28, 2003 . . . . . . . F-3
Consolidated Statements of Operations for the years
ended February 28, 2003, and February 28, 2002. . . . . . . F-4
Consolidated Statements of Changes in Stockholders'
Equity and Comprehensive Income for the years ended
February 28, 2003, and February 28, 2002 . . . . . . . . . F-5
Consolidated Statements of Cash Flows for the years
ended February 28, 2003 and February 28, 2002. . . . . . . F-6 - F-7
Notes to the Consolidated Financial Statements . . . . . . . F-8 - F-20
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Odyssey Marine Exploration, Inc.
Tampa, Florida
We have audited the accompanying consolidated balance sheet of Odyssey Marine
Exploration, Inc. and subsidiaries as of February 28, 2003, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended February 28, 2003 and February 28, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Odyssey
Marine Exploration, Inc. and subsidiaries as of February 28, 2003, and the
results of their operations and their cash flows for the years ended February
28, 2003 and February 28, 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note N to the
consolidated financial statements, the Company has incurred net losses of
$9,865,302 since inception, and will not generate revenue until it is
successful at locating one or more of it's target shipwrecks and bringing the
find to sale or otherwise generating revenue. These conditions raise
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note N. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Ferlita, Walsh & Gonzalez, P.A.
FERLITA, WALSH & GONZALEZ, P.A.
Certified Public Accountants
Tampa, Florida
April 22, 2003
F-2
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
FEBRUARY 28, 2003
ASSETS
CURRENT ASSETS
Cash $ 785,559
Advances 3,788
Prepaid expenses 66,748
-----------
Total current assets 856,095
PROPERTY AND EQUIPMENT
Equipment and office fixtures 949,482
Accumulated depreciation (257,417)
-----------
692,065
OTHER ASSETS
Inventory of artifacts 19,692
Loans receivable from related parties 292,626
Deposits 21,833
-----------
334,151
-----------
$ 1,882,311
===========
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES
Accounts payable $ 99,943
Accrued expenses 36,457
Note payable to related party 56,144
-----------
Total current liabilities 192,544
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; 28,721,886 issued and outstanding 2,872
Additional paid-in capital 10,664,706
Accumulated deficit (9,865,311)
-----------
Total stockholders' equity 802,267
-----------
$ 1,882,311
===========
The accompanying notes are an integral part of these financial statements.
F-3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended Year Ended
February 28, February 28,
2003 2002
----------- -----------
REVENUES $ - $ 9,975
OPERATING EXPENSES
Project development 23,971 169,316
Project operations 1,160,746 782,957
Marketing and promotion 99,734 25,474
----------- -----------
Total operating expenses 1,284,451 977,747
GENERAL AND ADMINISTRATIVE EXPENSES 1,336,486 655,595
----------- -----------
(LOSS) FROM OPERATIONS (2,620,937) (1,623,367)
OTHER INCOME OR (EXPENSE)
Gain(Loss) on sale of marketable securities - (29,213)
Interest income 33,296 65,705
Interest expense (5,615) (5,760)
Other income(expense) 500 532
----------- -----------
Total other income or (expense) 28,181 31,264
----------- -----------
NET(LOSS) (2,592,756) (1,592,103)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.09) $ (0.08)
Weighted average number of common
shares and potential common shares,
basic and diluted, outstanding 27,688,992 21,159,510
The accompanying notes are an integral part of these financial statements.
F-4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
[Enlarge/Download Table]
Accumul-
Addi- ated Un-
tional realized Comprehen-
Preferred Stock Common Stock Paid-In Loss in Accumulated sive
Shares Amount Shares Amount Capital Investment (Deficit) Income
--------- ------ ---------- ------ ---------- ---------- ----------- -----------
Balance at
February 28, 2001 850,000 $ 85 17,865,536 $1,786 $7,447,680 $ (18,460) $(5,680,452) $ (799,902)
Preferred stock
converted to common (850,000) (85) 8,500,000 850 (765)
Common stock issued
for cash 200,000 20 199,980
Net change in unrealized
loss on securities
available for sale 18,460 18,460
Net loss for the year
ended February 28, 2002 (1,592,103) (1,592,103)
Balance at --------- ----- ---------- ------ ---------- --------- ----------- -----------
February 28, 2002 - $ - 26,565,536 $2,656 $7,646,895 $ - $(7,272,555) $(1,573,643)
Preferred stock issued
for cash 1 - 500,000
Common stock issued
for cash 2,137,800 214 2,498,813
Common stock issued
for accrued expenses 9,000 1 8,999
Common stock issued
for services 9,550 1 9,999
Net loss for the year
ended February 28, 2003 (2,592,756) (2,592,756)
Balance at --------- ----- ---------- ------ ----------- --------- ----------- -----------
February 28, 2003 1 $ - 28,721,886 $2,872 $10,664,706 $ - $(9,865,311) $(2,592,756)
========= ===== ========== ====== ========== ========= ========== ==========
The accompanying notes are an integral part of these financial statements.
F-5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended Year Ended
February 28, February 28,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(2,592,756) $(1,592,103)
Adjustments to reconcile net loss to net
cash used by operating activity:
Depreciation 101,371 72,324
Common stock issued for services 10,000 -
Change in inventory of artifacts 308 -
Interest income accrued (21,387) (19,140)
Interest expense accrued 5,615 7,322
Loss on marketable securities - 29,213
(Increase)decrease in:
Advances, prepaids, deposits (66,784) (3,778)
Increase (decrease) in:
Accounts payable 49,387 (10,344)
Accrued expenses 22,572 (106,231)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (2,491,674) (1,622,737)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (564,343) (97,301)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (564,343) (97,301)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances for related party loans receivable (15,000) (80,600)
Proceeds from:
Related party loans receivable - 25,000
Issuance of common stock 2,499,027 200,000
Issuance of preferred stock 500,000 -
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,984,027 144,400
----------- -----------
NET (DECREASE)IN CASH (71,990) (1,575,638)
CASH AT BEGINNING OF YEAR 857,549 2,433,187
----------- -----------
CASH AT END OF YEAR $ 785,559 $ 857,549
=========== ===========
SUPPLEMENTARY INFORMATION:
Interest paid $ - $ -
Income taxes paid - -
The accompanying notes are an integral part of these financial statements.
F-6
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUMMARY OF SIGNIFICANT NON CASH TRANSACTIONS
During the quarter ending August 31, 2002, a related party exercised a non-
statutory stock option. 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 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.
F-7
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND BUSINESS
ORGANIZATION
Odyssey Marine Exploration, Inc. was incorporated March 5, 1986, as a Colorado
corporation named Universal Capital Corporation, Inc. On August 8, 1997
Odyssey Marine Exploration, Inc. (the "Company"), completed the acquisition of
100% of the outstanding Common Stock of Remarc International, Inc., a Delaware
corporation formed May 20, 1994,("Remarc") in exchange for the Company's
Common Stock in a reverse acquisition. On September 7, 1997, the Company
changed its domicile to Nevada and its name was changed to Odyssey Marine
Exploration, Inc.
For accounting purposes the acquisition has been treated as a
re-capitalization of Remarc, with Remarc as the acquirer (reverse
acquisition). The historical financial statements prior to August 8, 1997 are
those of Remarc. Remarc International, Inc. then adopted February as its
fiscal year end.
Subsequently, on February 25, 1999, Remarc International, Inc. and Odyssey
Marine Exploration, Inc. were merged with Odyssey Marine Exploration, Inc.
being the surviving corporation.
Odyssey Marine, Inc., a Florida corporation, was incorporated on November 2,
1998, as a wholly owned subsidiary of Odyssey Marine Exploration, Inc. for the
purpose of administering the Company's payroll and health plan.
On September 11, 2002, the Company formed a wholly owned Nevada corporation,
Odyssey Marine Services, Inc., ("OMS") 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, the Company formed a wholly owned Nevada corporation,
OVH, Inc., ("OVH") for the purpose of owning and chartering a research vessel.
BUSINESS ACTIVITY
Odyssey Marine Exploration, Inc., is engaged in the archaeologically sensitive
exploration and recovery of deep-water shipwrecks throughout the world. We
plan to conduct survey services, and to time charter our vessel and related
marine assets to others. The corporate headquarters are located in Tampa,
Florida.
On September 25, 2002, OVH purchased the 113-foot research vessel "Edwin Link"
for $465,000 cash. The vessel was subsequently renamed "Odyssey".
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to
assist in understanding our financial statements. The financial statements
and notes are representations of the Company's management who are responsible
for their integrity and objectivity and have prepared them in accordance with
our customary accounting practices.
F-8
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Odyssey Marine, Inc., Odyssey Marine Services,
Inc., and OVH, Inc. All significant inter-company transactions and balances
have been eliminated.
Use of Estimates
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were used.
Revenue Recognition
Although we have generated minimal revenues to date, marketing of the
artifacts, replicas and ancillary products will be recognized on the point of
sale method.
Cash Equivalents
Cash equivalents include cash on hand and cash in banks. We also consider all
highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable, and accrued expenses approximate
fair value. Notes receivable and payable to related parties are discussed in
Note G.
Considerable judgment is necessarily required in interpreting market data to
develop the estimates of fair value, and, accordingly, the estimates are not
necessarily indicative of the amounts that we could realize in a current
market exchange.
Marketable Securities
Marketable securities owned by us during the year ending February 28, 2002,
were deemed available-for-sale and carried at fair value. Unrealized gains and
losses on these securities were excluded from earnings and reported, net of
any income tax effect, as a separate component of stockholders' equity.
Depreciation
Property and equipment is stated at historical cost. Depreciation is provided
using the straight-line method at rates based on the assets' estimated useful
lives.
F-9
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Investment in Affiliate
We own 24.5% of the Common Voting Stock and 55% of the Preferred Non-Voting
Stock of Pesquisas Arqueologicas Maritimas, S.A. ("Pesqamar"). Pesqamar, a
Brazilian S/A, was formed to research, locate and salvage a shipwreck. In
August of 1995, Pesqamar and Salvanav S.A., a Brazilian salvage company
competing for the same shipwreck, entered into an agreement forming a
Brazilian consortium known as Consorcio Para Pesquisas Arqueologicas
Submarinas (CONPAS). CONPAS conducted all operations on the shipwreck project
until April of 1999 when a bifurcation agreement between the parties ended the
operation of CONPAS. The sought after shipwreck has not been identified to
date and the permit to continue searching for the shipwreck through Pesqamar
expired on July 18, 2001. The bifurcation agreement between Pesqamar and
Salvanav specifies terms regarding continuing operations until April 26, 2004;
however, we do not anticipate any further operations under the agreement.
The search phase expenses have been charged to operations as project expenses,
therefore no investment in Pesqamar is reflected in these financial statements
and we believe the investment has no value.
Organization Costs
Organization costs have been amortized, using the straight-line method, over a
period of 60 months.
Loss Per Share
Basic earnings per share (EPS) is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that
would occur if dilutive securities and other contracts to issue Common Stock
were exercised or converted into Common Stock or resulted in the issuance of
Common Stock that then shared in our earnings.
At February 28, 2003 and 2002, potential common shares were excluded from the
computation of diluted EPS because their inclusion would have had an
antidilutive effect on EPS. At February 28, 2003, there were options for
658,792 shares and warrants for 255,000 shares that were exercisable between
$0.30 and $.68 per share which were thus excluded from the computation of
diluted EPS. On February 28, 2003 and 2002, all of the other exercisable stock
options and stock warrants were excluded from the computation of diluted EPS
because the options exercise prices were greater than the average market price
of the common shares.
Stock-Based Compensation
We account for stock-based compensation using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and has adopted the disclosure provisions of
Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure, an amendment of FASB
F-10
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Statement No. 123." Under APB No. 25, when the exercise price of our employee
stock options equals or exceeds the market price of the underlying stock on
the date of grant, no compensation expense is recognized. Accordingly, no
compensation expense has been recognized in the consolidated financial
statements in connection with employee stock option grants.
The following table illustrates the effect on net income and earnings per
share had we applied the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation.
2003 2002
----------- -----------
Net (loss):
As reported $(2,592,756) $(1,592,103)
Pro forma adjustment for compensation $ (214,580) $ (68,200)
------------ ------------
Pro forma $(2,807,336) $(1,660,303)
============ ============
Basic and diluted(loss) per share:
As reported $ (0.09) $ (0.08)
Pro forma $ (0.10) $ (0.08)
The weighted average estimated fair value of stock options granted during the
years ended February 28, 2003 and 2002 was $1.07 and $0.62 respectively. These
amounts were determined using the Black-Scholes option-pricing model, which
values options based on the stock price at the grant date, the expected life
of the option, the estimated volatility of the stock, the expected dividend
payments, and the risk-free interest rate over the life of the option. The
assumptions used in the Black-Scholes model were as follows for stock options
granted in the years ended February 28:
2003 2002
------- -------
Risk-free interest rate 2.3% 4%
Expected volatility of common stock 193% 324%
Dividend Yield 0% 0%
Expected life of options 4 years 4 years
The Black-Scholes option valuation model was developed for estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions, changes in these assumptions can materially affect the fair value
of the options. Our options do not have the characteristics of traded options,
therefore, the option valuation models do not necessarily provide a reliable
measure of the fair value of our options.
Equity instruments issued, if any, to non-employees in exchange for goods,
fees and services are accounted for under the fair value-based method of SFAS
No. 123.
F-11
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income Taxes
Deferred income taxes are provided for the temporary differences between the
carrying amount of assets and liabilities for financial reporting and income
tax purposes.
New Accounting Pronouncements
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." FIN No. 45 requires that upon issuance
of a guarantee, a guarantor must recognize a liability for the fair value of
an obligation assumed under a guarantee. FIN No. 45 also requires additional
disclosures by a guarantor in its interim and annual financial statements
about the obligations associated with guarantees issued. The recognition
provisions of FIN No. 45 are effective for any guarantees issued or modified
after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of the disclosure requirements of FIN No. 45 did not have a
material impact on our financial position or results of operations. We are
currently evaluating the effects of the recognition provision of FIN No. 45,
but do not expect the adoption to have a material impact on our financial
position or results of operations.
NOTE C - CONCENTRATION OF CREDIT RISK
We maintain our cash in one financial institution. The Federal Deposit
Insurance Corporation insures up to $100,000. At February 28, 2003 our
uninsured cash balance was approximately $570,000.
NOTE D - PROPERTY AND EQUIPMENT
At February 28, 2003 Property and Equipment consist of:
Accumulated
Original Depreciation/ Book
Class Cost Amortization Value
------------------------------- ----------- ------------ -----------
Computers and Peripherals $ 62,327 $ 28,369 $ 33,958
Furniture and Office equipment 36,962 19,687 17,275
Marine survey equipment 850,193 209,361 640,832
----------- ----------- -----------
$ 949,482 $ 257,417 $ 692,065
=========== =========== ===========
F-12
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE E INVENTORY OF ARTIFACTS
Inventory consists of a collection of 748 raw emeralds recovered from the 1656
shipwreck of the Nuestra Senora de al Maravilla salvaged in 1972. The emeralds
range in size from 0.5 to 17.5 carat weight and each is accompanied by a
"Treasure Certificate" explaining the origin of the item. We received these
items as partial compensation for services rendered during the year ended
February 28, 1999, in a transaction wherein the inventory was assigned a value
of $20,000. An adjustment of $308 was recorded to reflect a disposition. Due
to the uncommon nature of the items, and the difficulty an appraiser would
have in finding comparable sales, we do not believe that we can obtain a
meaningful third party appraisal, and therefore, have not sought an
independent appraisal of the goods. Inventory is valued at $19,692.
NOTE F - ACCRUED EXPENSES
Accrued expenses at February 28, 2003, consist of:
Interest due to related party $ 10,752
Payroll and payroll tax 20,170
Travel expense 5,535
-----------
$ 36,457
===========
NOTE G - RELATED PARTY TRANSACTIONS
Loans Receivable From Related Parties
On March 4, 2002, the Board of Directors ratified employment agreements which
revised the terms of loan agreements with two officers authorizing each to
borrow a maximum of $150,000, unsecured, from the Company at 8% annual
interest compounded quarterly and an additional $20,000 for the exercise of
stock options. On February 28, 2003, the balances which become due on
December 31, 2004, were $146,136 and $146,490 respectively. Accrued interest
in the amount of $40,770 and $41,670 are reflected in this caption.
Note Payable To Related Party
Note payable to related party at February 28, 2003, consists of:
Secured 10% note payable to the family member of
an officer due April 1, 2003. The note can be
converted to Common Stock for $0.50 per share
and is secured by inventory of artifacts. $ 56,144
===========
This debt has subsequently been retired as discussed in NOTE O.
F-13
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE G - RELATED PARTY TRANSACTIONS - Continued
Related Party Interest In Revenue Participation Agreement
On December 9, 2002, a Georgia limited liability company acquired rights from
an unrelated third party through a foreclosure sale to receive 5% of post
finance cost proceeds, if any, from shipwrecks that we may recover within a
predefined search area of the Mediterranean Sea. The shipwreck we believe to
be HMS Sussex is located within this search area. Two of our officers and
directors have member interests in the limited liability company of 32% and
28% respectively. (See NOTE M)
NOTE H - SALE OF REVENUE PARTICIPATION CERTIFICATES
We have sold through private placements of Revenue Participation Certificates
("RPCs") the right to share in our future revenues derived from the Cambridge
or Republic projects. Each $50,000 convertible Cambridge RPC entitles the
holder to receive a percentage of the gross revenue received by us from the
"Cambridge Project", which is defined as all cash proceeds payable to us as a
result of the Cambridge Project, less any amounts paid to the British
Government or their designee(s); provided, however, that all funds received by
us to finance the project are excluded from gross revenue.
As of April 30, 1999, when the offering was closed, we had sold $825,000 of a
maximum of $900,000 of the Cambridge RPCs. 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
generated by the Cambridge project.
Distributions will be made to each certificate holder within 15 days from the
end of each quarterly reporting period in which we receive any cash proceeds
from, or as a result of, the Cambridge Project. The Cambridge RPC units
constitute restricted securities. In a private placement, which closed in
September 2000, we sold "units" comprised of Republic Revenue Participation
Certificates, and Common Stock. Each $50,000 "unit" entitled the holder to 1%
of the gross revenue generated by the Republic project, and 100,000 shares of
Common Stock. Gross revenue is defined as all cash proceeds payable to us as a
result of the Republic project, excluding funds received by us to finance the
project.
When the offering was closed, in September 2000, a total of five $50,000 units
consisting of one Republic RPC and 100,000 shares of Common Stock had been
sold, and the cost of each unit was allocated as $37,500 for the stock and
$12,500 for the RPC. Therefore, a total of $62,500 was reflected on the books
as deferred income from the sale of Republic Revenue Participation
Certificates.
As of February 28, 2003, we had sold, in total, $887,500 of RPCs, which are
reflected on the books as Deferred RPC Income to be amortized under the units
of revenue method.
F-14
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE I- PREFERRED STOCK
We were initially authorized to issue 10,000,000 shares of Preferred Stock.
The Preferred Stock may be issued in series from time to time with such
rights, designations, preferences and limitation as our Board of Directors
may determine by resolution.
Series A Preferred Stock
On April 23, 1999 we established a series of Preferred Stock known as "Series
A Convertible Preferred Stock"("Series A Preferred Stock"), having a par value
of $.0001 per share and an authorization of 700,000 shares.
In total, 190,000 shares of Series A Preferred Stock had been issued. As of
February 28, 2001, the holders of the Series A Preferred Stock had elected to
convert the entire 190,000 shares into 712,500 shares of Common Stock.
As of February 28, 2003, we had authorized 510,000 shares of $.0001 par value
Series A Convertible Preferred Stock and none outstanding.
Series B Preferred Stock
On December 27, 2000, we established a series of Preferred Stock known as
"Series B Convertible Preferred Stock"("Series B Preferred Stock"), having a
par value of $.0001 per share and an authorization of 850,000 shares.
Each share of Series B Convertible Preferred Stock was convertible into 10
shares of our Common Stock at any time.
On October 10, 2001, the holder of 850,000 shares of Series B Preferred Stock
converted all of the shares issued and outstanding into 8,500,000 shares of
Common Stock. In accordance with the certificate of designation for the Series
B Convertible Preferred Stock, the converted shares were then restored to the
status of authorized but un-issued shares of Preferred Stock of the
Corporation, without designation as to series, and may thereafter be issued.
Series C Preferred Stock
On September 18, 2002, we established a series of Preferred Stock known as
"Series C Convertible Preferred Stock"("Series C Preferred Stock"), having a
par value of $.0001 per share and an authorization of one (1) share.
The share of Series C Convertible Preferred Stock may be converted into either
(i) 400,000 shares of our Common Stock and warrants to purchase 400,000 shares
of our Common Stock at an exercise price of $2.50 per share or (ii) 100% of
the issued and outstanding shares of common stock of OVH, Inc., a Nevada
corporation, which owns the vessel "Odyssey", prior to September 6, 2004.
One share of Series C Convertible Preferred Stock has been issued and is
outstanding.
F-15
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE J - COMMON STOCK OPTIONS AND WARRANTS
We adopted the 1997 Stock Option Plan on September 8, 1997. Under the terms
of the plan, non-statutory options to purchase Common Stock are granted to
employees, consultants and non-employee directors at not less than 100% of the
fair market value of the shares on the date of grant or the par value thereof
whichever is greater. Options currently expire no later than 4 years from the
date of grant and are fully vested in two years or less. The cumulative number
of shares which may be subject to options issued and outstanding pursuant to
the plan is limited to 3,500,000 shares. Additional information with respect
to the plan's stock option activity is as follows:
Number of Weighted Average
Shares Exercise Price
---------- -----------------
Outstanding at February 28, 2001 1,950,000 $1.95
Granted 860,000 $0.83
Exercised - -
Cancelled 74,500 $0.39
----------
Outstanding at February 28, 2002 2,735,500 $1.64
Granted 190,000 $1.28
Exercised 166,000 $0.52
Cancelled 1,619,500 $2.30
----------
Outstanding at February 28, 2003 1,140,000 $0.80
========== =================
Options exercisable at
February 28, 2002 2,085,500 $1.87
========== =================
Options exercisable at
February 28, 2003 742,500 $0.65
========== =================
The following table summarizes information about stock options outstanding at
February 28, 2003:
Stock Options Outstanding
--------------------------------------------------
Weighted Average
Number of Remaining Weighted
Range of Shares Contractual Average
Exercise Prices Outstanding Life in Years Exercise Price
----------------- ------------ ---------------- --------------
$0.30 - $0.50 475,000 1.7 $0.41
$1.00 - $1.40 665,000 3.0 $1.08
------------
1,140,000 2.5 $0.80
============
F-16
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE J - COMMON STOCK OPTIONS AND WARRANTS - continued
We have issued warrants to one individual in connection with loans made to us
and to fifty-three individuals who purchased units in private placement
offerings during April and August of 2003. Warrants have also been issued to
one consultant in connection with services, and to one limited liability
company that purchased our Series B Preferred Stock. Warrants exercisable at
February 28, 2003 are as follows:
Price Expiration
Warrants per Share Date
---------- --------- ----------
11,000 3.00 3/31/05
1,980,800 2.50 11/21/03
21,500 2.00 3/31/05
25,000 0.68 5/01/03
230,000 0.30 2/28/04
----------
2,268,300
==========
NOTE K- COMPREHENSIVE INCOME
During Fiscal 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
(SFAS No. 130). The comprehensive income for the years ended February 28, 2003
and 2002 was none and $18,460, respectively. The comprehensive income resulted
entirely from the unrecognized gains and losses on the value of marketable
securities held by us prior to February 28, 2002.
NOTE L - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The temporary
differences that give rise to the deferred tax asset are our net operating
loss carry forward and accounts payable and accrued expenses due to using
modified cash basis for tax reporting purposes.
We have a net operating loss carry forward of approximately $9,600,000 that is
available to offset future regular taxable income. The carry forward will
expire in various years ending through the year 2023. Because of our net
cumulative losses and the uncertainty of being able to utilize the deferred
tax asset, we recorded a valuation allowance of 100% of the deferred tax
asset.
F-17
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE M - COMMITMENTS AND CONTINGENCIES
Rights to Future Revenues, If Any
We have sold the rights to share in future revenues, if any, with respect to
the Republic and Cambridge projects and have recorded $887,000 as Deferred
Income From Revenue Participation Certificates (See NOTE H). We are
contingently liable to share in the future revenue of these projects only if
revenue is derived from these specific projects.
In addition, on May 26, 1998, we signed an agreement with a subcontractor that
entitled it to receive 5% of the post finance cost proceeds from any
shipwrecks in a predefined search area of the Mediterranean Sea. A shipwreck
we have found, which we believe to be the HMS Sussex, is located within the
specified search area and we will be responsible to share future revenues, if
any, from this shipwreck. On December 9, 2002, a Georgia limited liability
company acquired the 5% interest from the subcontractor through a foreclosure
sale. (See NOTE G)
Industry Related Risks
Although we have access to a substantial amount of research and data which has
been compiled regarding the shipwreck business, the quality and reliability of
such research and data, like all research and data of its nature, is unknown.
Even if we are able to plan and obtain permits for our projects, there is a
possibility that the shipwreck may have been salvaged, or may not have had
anything of value on board at the time of the sinking. Furthermore, even if
objects of believed value are located and recovered, there is the possibility
that our rights to the recovered objects will be challenged by others,
including both private parties and governmental entities, asserting
conflicting claims. Finally, even if we are successful in locating and
retrieving objects from a shipwreck and establishing good title thereto, there
can be no assurance as to the value that such objects will bring at their sale
as the market for such objects is very uncertain.
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. We submitted
our Plan to the government on November 11, 2002, and received approval on May
22, 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 $237,000
F-18
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE M - COMMITMENTS AND CONTINGENCIES - Continued
at February 28, 2003) 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 $395,000 at
February 28, 2003) 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. 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, and may only be terminated if the
shipwreck is not the HMS Sussex; if no artifacts are retrieved before November
22, 2004; or if we are in serious breach of our obligations under the
Agreement.
NOTE N - GOING CONCERN
We have incurred net losses of $9,865,302 since inception, and will not
generate revenue until we are successful at locating one or more of our target
shipwrecks and bringing the find to sale or otherwise generating revenue.
These factors caused our auditors to consider whether we could continue as a
going concern.
As of February 28, 2003, we had working capital of $663,351 as indicated by
current assets exceeding current liabilities, and will need to raise
additional capital to fund our operations during the next twelve months. We
intend to conduct private placements of debt or equity to finance future
search operations on one or more shipwreck projects, and to begin recovery
operations on a shipwreck believed to be the HMS Sussex.
F-19
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE N - GOING CONCERN - Continued
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
NOTE O - SUBSEQUENT EVENTS
On March 31, 2003, the holder of a note plus accumulated interest valued at
$67,373 elected to convert $54,000 of principal and interest into 108,000
shares of the Company's common stock, and receive the balance of $13,373 in
cash as full payment for the note.
NOTE P - SIGNIFICANT FOURTH QUARTER ADJUSTMENT
In the fourth quarter for the year ended February 28, 2003, we recorded an
adjustment that reduced net loss. The adjustment decreased expenses
recognized in the amount of $74,050 related to compensation. The effect on
the result of operations for the quarters ended May 31, 2002, August 31, 2002
and November 30, 2002 were $26,300, $1,250 and $46,500, respectively.
F-20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: May 13, 2003 By:/s/ John C. Morris
John C. Morris, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ John C. Morris President and Chairman May 13, 2003
John C. Morris
/s/ Gregory P. Stemm Vice President and Director May 9, 2003
Gregory P. Stemm
/s/ Michael V. Barton Chief Financial Officer May 13, 2003
Michael V. Barton
/s/ David A. Morris Secretary and Treasurer May 9, 2003
David A. Morris (Principal Accounting Officer)
/s/ Henri G. DeLauze Director May 15, 2003
Henri G. DeLauze
/s/ George Knutsson Director May 9, 2003
George Knutsson
/s/ David J. Saul Director May 13, 2003
David J. Saul
/s/ George E. Lackman, Jr. Director May 13, 2003
George E. Lackman, Jr.
CERTIFICATIONS
I, John C. Morris, certify that:
1. I have reviewed this annual report on Form 10-KSB of Odyssey
Marine Exploration, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual report (the "Evaluation Date"); and
(c) presented in this annual 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: May 23, 2003
/s/ John C. Morris
John C. Morris
President
(Principal Executive Officer)
I, Michael V. Barton, certify that:
1. I have reviewed this annual report on Form 10-KSB of Odyssey
Marine Exploration, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual
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 annual 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 annual report (the "Evaluation Date"); and
(c) presented in this annual 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 annual 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: May 23, 2003
/s/ Michael V. Barton
Michael V. Barton
Chief Financial Officer
(Principal Financial Officer)
Dates Referenced Herein and Documents Incorporated by Reference
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