<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1997
Commission File Number 0-26136
ODYSSEY MARINE EXPLORATION, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1018684
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3507 Frontage Road, Suite 100, Tampa, Florida 33607
--------------------------------------------------
(Address of principal executive offices)
(813) 282-0855
----------------------------------------------------
(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 August 31, 1997, Registrant had 10,105,000 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure Format: Yes [ } No [ X ]
<PAGE>
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets - February 28, 1997
and August 31, 1997(Unaudited)................... 3 - 4
Consolidated Statements of Operations, Three
Months Ended August 31, 1997(Unaudited)and
August 31, 1996 (Unaudited)...................... 5
Consolidated Statements of Operations, Six
Months Ended August 31, 1997(Unaudited)and
August 31, 1996(Unaudited)and from May 20,1994
(Date of Inception) through August 31, 1997
(Unaudited)...................................... 6
Consolidated Statements of Cash Flows, Six
Months Ended August 31, 1997(Unaudited)and
August 31, 1996(Unaudited) and from May 20,1994
(Date of Inception) through August 31, 1997
(Unaudited)...................................... 7
Notes to Consolidated Financial Statements....... 9 - 11
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations....................................... 12
PART II.OTHER INFORMATION 14
Item 1. Legal Proceedings....................... 14
Item 2. Change in Securities.................... 14
Item 3. Defaults Upon Senior Securities......... 14
Item 4. Submission of Matters to a Vote
of Security Holders..................... 14
Item 5. Other Information....................... 15
Item 6. Exhibits and Reports on Form 8-K........ 15
2
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS (Unaudited)
August 31 February 28
1997 1997
------------ ------------
CURRENT ASSETS
Cash $ 43,129 $ 1,861
Expense reimbursement receivable, net
of allowance for doubtful account
of $120,274 and $101,258,
respectively 61 -
Marketable securities 24,500 12,500
Advances - 17,044
------------ ------------
Total current assets 67,690 31,405
------------ ------------
PROPERTY AND EQUIPMENT
Office Equipment 28,848 10,654
Accumulated depreciation (4,868) (2,168)
------------ ------------
23,980 8,486
OTHER ASSETS
Organization costs, net of
accumulated amortization of
$2,199 and $2,066 respectively 1,401 1,800
Deposits 977 -
------------ ------------
Total other assets 2,378 1,800
------------ ------------
TOTAL ASSETS $ 94,048 $ 41,691
------------ ------------
3
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
August 31 February 28
1997 1997
------------ ------------
CURRENT LIABILITIES
Accounts payable $ 1,764 $ 7,233
Accrued expenses 136,826 366,819
Notes payable 52,479 145,000
Notes payable to related parties - 300,000
------------ ------------
Total current liabilities 191,069 819,052
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock - .0001 par value
10,000,000 shares authorized;
no shares issued and or outstanding
Common stock - .0001 par value;
100,000,000 shares authorized;
10,105,000 and 7,468,900 shares
issued and outstanding 1,010 747
Additional paid-in capital 2,206,622 1,026,503
Accumulated unrealized loss
in investment (27,500) (27,500)
Excess of expenses over revenues
during development stage (2,277,153) (1,777,111)
------------ ------------
Total Stockholders' equity (97,021) (777,361)
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 94,048 $ 41,691
------------ ------------
------------ ------------
4
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
August 31 August 31
1997 1996
------------ ------------
REVENUES $ - $ -
OPERATING EXPENSES
Consulting 9,440 35,355
Project expense 1,875 7,735
Research 6,174 18,686
------------ ------------
Total Operating Expenses 17,489 61,776
GENERAL AND ADMINISTRATIVE
EXPENSES 234,276 77,440
------------ ------------
(LOSS) FROM OPERATIONS (251,765) (139,216)
------------ ------------
------------ ------------
OTHER INCOME (EXPENSE)
Interest expense (79,587) -
Other 9,281 -
------------ ------------
Total other income (expense) (70,306) -
NET (LOSS) $ (322,071) (139,216)
------------ ------------
------------ ------------
(LOSS PER SHARE) $ (0.04) $ (0.02)
------------ ------------
Weighted average number of
common shares and common shares
equivalents outstanding. 7,647,024 6,368,782
------------- ------------
5
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
From May 20,
1994 (Date of
Six Months Six Months inception)
Ended Ended through
August 31 August 31 August 31
1997 1996 1997
------------ ------------ ------------
REVENUES $ - $ - $ -
OPERATING EXPENSES
Consulting 18,900 71,701 249,901
Project expense 44,388 7,735 598,951
Research 15,493 24,537 202,124
------------ ------------ ------------
Total Operating Expenses 78,781 103,973 1,050,976
GENERAL AND ADMINISTRATIVE
EXPENSES 357,509 168,368 1,147,043
------------ ------------ ------------
(LOSS) FROM OPERATIONS (436,290) (227,341) (2,198,019)
------------ ------------ ------------
------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest expense (94,768) - (110,088)
Other 31,016 2,468 30,954
------------ ------------ ------------
Total other income (expense) (63,752) 2,468 (79,134)
NET(LOSS) $ (500,042) $ (269,873) $(2,277,153)
------------ ------------ ------------
------------ ------------ ------------
(LOSS PER SHARE) $ (0.07) $ (0.06) $ (0.30)
------------ ------------ ------------
Weighted average number of
common shares and common shares
equivalents outstanding. 7,647,024 6,368,782 7,647,024
------------ ------------ ------------
6
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
From May 20
1994 (Date of
Six Months Six Months inception)
Ended Ended through
August 31 August 31 August 31
1997 1996 1997
------------ ------------ ------------
Cash Flows from Operating
Activities:
Net ( Loss) $ (500,042) $ (269,873) $(2,277,153)
Adjustments to reconcile
net loss to net Cash used
by operating activities:
Depreciation 2,699 863 4,867
Amortization 399 400 2,598
Common stock issued for services 8,750 - 424,500
Marketable security received
against other income (12,000) - (12,000)
(Increase) decrease in:
Advances and Deposits 16,067 (3,839) (977)
Accounts receivable (61) - (61)
Organizational costs - - (3,999)
Increase (decrease) in:
Accounts payable (5,469) - 1,764
Accrued expenses 93,618 204,049 460,437
------------ ------------ ------------
Net Cash generated (used)
by operating activities $ (396,039) $ (68,400) $(1,400,024)
------------ ------------ ------------
Cash Flows from Investing
Activities:
Purchase of property and
equipment $ (18,193) $ - $ (28,847)
------------ ------------ ------------
Net Cash provided (used)
by investing activities $ (18,193) - $ (28,847)
------------ ------------ ------------
Cash Flows from Financing
Activities:
Proceeds from
loans from related parties 201,000 - 401,000
loans from others 272,000 - 517,000
issuance of common stock 2,500 70,500 506,500
issuance of RPC - - 67,500
Repayment of loans (20,000) - (20,000)
------------ ------------ ------------
Net Cash provided (used) by
financing activities 455,500 70,500 1,472,000
------------ ------------ ------------
NET INCREASE(DECREASE)IN CASH
AND CASH EQUIVALENT 41,268 2,100 43,129
CASH AND CASH EQUIVALENT
BEGINNING OF PERIOD 1,861 25,904 -
------------ ------------ ------------
CASH AND CASH EQUIVALENT
END OF PERIOD $ 43,129 25,004 $ 43,129
7
<PAGE>
Summary of significant non cash transactions
During the first six months of 1997 several debt holders converted their
debt to stock. A summary of the debt converted to stock is as follows:
Common
Amount Shares
------------ -----------
Accrued expenses $ 216,500 597,266
Accrued interest - related 40,508 78,233
Accrued interest - other 45,546 87,960
Notes payable - related 410,918 793,619
Notes payable - other 455,659 880,039
------------ -----------
$ 1,169,131 2,437,117
The Company issued 14,969 shares to three individuals for project related
services valued at $8,750.
The Company issued a total of 7,475,000 shares to the stockholders of Remarc
International, Inc.("Remarc")for 100% of Remarc's outstanding common stock in
a reverse acquisition. The Company also issued 80,000 shares for a finders
fee related to the reverse acquisition, and 100,000 shares for consulting
services.
During the first six months of 1996, there were no significant non cash
transactions.
8
<PAGE>
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES CONSOLIDATED ON FINANCIAL STATEMENTS
AUGUST 31, 1997(Unaudited)
NOTE 1 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.("Remarc")
in exchange for the Company's common stock in a reverse acquisition. On
September 7, 1997, the Company's domicile was changed to Nevada and the name
was changed to Odyssey Marine Exploration, Inc.
BUSINESS ACTIVITY
Odyssey Marine Exploration, Inc. (the "Company")through the reverse
acquisition of Remarc International, Inc. is engaged in the business of
researching, developing, financing and marketing of shipwreck projects on a
worldwide basis. The corporate headquarters are located in Tampa, Florida.
The Company has not generated any revenue to date and is considered to be in
the development stage.
NOTE 2 REVERSE ACQUISITION
On August 8, 1997 Odyssey Marine Exploration, Inc.(the "Company"), completed
the acquisition of 100% of the outstanding common stock of Remarc
International, Inc.("Remarc") in exchange for the Company's common stock. The
Company issued a total of 7,475,000 shares of its Common Stock to the
shareholders of Remarc at closing, pursuant to a Share Exchange Agreement
between the Company and Remarc.
For accounting purposes the acquisition has been treated as a recapitalization
of Remarc with Remarc as the acquirer(reverse acquisition). The historical
financial statements prior to August 8, 1997 are those of Remarc. Historical
stockholders' equity of Remarc, the acquirer, has been restated for the
equivalent number of shares received in the merger after giving effect to any
differences in par value of the stock of Remarc and the Company's stock with
an offset to paid-in capital.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to
assist in understanding the Company's financial statements. The accompanying
unaudited consolidated financial statements of Odyssey Marine Exploration,
Inc. and subsidiaries (Company) have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission and the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes normally included in financial statements prepared in accordance
with generally accepted accounting principles. These interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's Information Statement
filed on Form 8-K on August 25, 1997 and any subsequent amendments thereto.
In the opinion of management, these financial statements reflect all
adjustments (including normal recurring adjustments) necessary for a fair
presentation of the financial position as of August 31, 1997, results of
operations, and cash
9
<PAGE>
flows for the interim periods presented. Operating results for the six months
ended August 31, 1997, are not necessarily indicative of the results that may
be expected for the year ended February 28, 1998.
BASIS OF PRESENTATION
The accompanying financial statements were prepared using the accrual basis of
accounting in accordance with generally accepted accounting principles.
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 the Company has not generated any 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. The Company also
considers all highly liquid investments with a maturity of three months or
less when purchased to be cash equivalents.
MARKETABLE SECURITIES
The securities are deemed available-for-sale and therefore are carried at fair
value. Unrealized losses on these securities are 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.
INVESTMENT IN AFFILIATE
The Company owns 24% of, the Common Voting Stock and 50% 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 now conducts all operations on the shipwreck
project. During 1996, the Company signed an agreement with CONPAS to provide
the financing for the search phase of the shipwreck project in exchange for
thirty percent of any gross proceeds. In addition, the Company owns the right
to finance the recovery phase of the project for an additional twenty percent
of the gross proceeds.
The Company is responsible for 100% of all search phase expenses. These
expenses have been charged to operations as project expenses, therefore no
investment in Pesqamar is reflected in these financial statements.
10
<PAGE>
The Company, along with another investor in Pesqamar, is responsible for
administrative costs. The Company paid for all these expenses and invoiced
$120,274 for expense reimbursement from the other investor. The Company has
provided a 100% provision for doubtful accounts due to the financial condition
of the other investor.
ORGANIZATION COSTS
Organization costs are being amortized over a period of 60 months from the
date business began.
LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
shares outstanding during the period.
INCOME TAXES
The Company provides for deferred income taxes resulting from the timing
differences in reporting income and expenses for financial statement purposes
compared to the method of reporting for income tax purposes. No deferred
income taxes are reflected in the accompanying financial statements due to the
Company's losses from operations.
11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1997 COMPARED TO THREE MONTHS ENDED AUGUST 31,
1996
The net loss for the three months to August 31, 1997 was $322,071 compared to
a loss of $139,216 in the corresponding quarter of 1996.
The Company did not generate revenue during either the current or comparative
period, as all of the Company's potential shipwreck projects are in the
development stage and no revenues from operations are expected until after
artifacts are recovered or other marketing opportunities are developed.
Total expenses of $322,071 were incurred in the second quarter of 1997,
compared to $139,216 in the equivalent period in 1996. Operating expenses
were $17,489 in the second quarter of 1997 compared to $61,776 in the
equivalent quarter in 1996. There was an increase in general and
administrative expense to $234,276 during the 1997 quarter from $77,440 in the
1996 quarter. This resulted in the loss from operations being higher at
$251,765 in 1997 compared to $139,216 in 1996.
The decrease in the Company's cost of operations consisted of a reduction in
Consulting and Research expenses (to $15,614 from $54,041), accompanied by a
decrease in project expenses of $5,860 for the quarter ending August 31, 1997
as compared to the second quarter in 1996. This was due to the Company's
decreased efforts to research potential shipwreck projects during the six
month period ending August 31, 1997, compared to the same period during 1996
when researchers and consultants were being employed for different phases of
project development.
General and Administrative costs increased by $156,837 to $234,276 for the
quarter ending August 31, 1997 as compared to $77,440 during the same period
of 1996. Major components of this increase were for accounting, up $23,552,
due to the requirement for an independent financial audit during the 1997
quarter while no such cost was borne for the prior period. This expense will
be required in the future during the first and second quarters. Travel expense
increased by $11,381 as the Company prepared for operations in Brazil. Payroll
expense was $16,281 higher during the 1997 quarter due to hiring a full time
controller. Rent expense was up by $7,367 due to the Company leasing a
headquarters for it's operations. Legal expenses increased by $74,175
primarily due to the reverse acquisition of Universal Capital Corporation. The
Company also provided $9,281 for the doubtful nature of an account receivable
while no such cost occurred during the 1996 period.
Other Income and Expense provided a loss of $70,306 during the three months
ended August 31, 1997 due to interest expense of $79,587 being offset by a
charge for reimbursement of project expense of $9,281. The collectibility of
the reimbursement expense was subsequently provided for as a doubtful account.
SIX MONTHS ENDED AUGUST 31, 1997 COMPARED TO SIX MONTHS ENDED AUGUST 31, 1996
The net loss for the six months to August 31, 1997 was $500,042 compared to a
loss of $269,873 in the corresponding quarter of 1996.
The Company did not generate revenue during either the current or comparative
period, as all of the Company's potential shipwreck projects are in the
12
<PAGE>
development stage and no revenues from operations are expected until after
artifacts are recovered or other marketing opportunities are developed.
Total expenses of $500,042 were incurred in the six month period ended August
31, 1997, compared to $269,873 in the equivalent period in 1996. Operating
expenses were $78,781 in the six month period of 1997 compared to $103,973 in
the equivalent period in 1996. There was an increase in general and
administrative expense to $357,509 during the 1997 period from $168,368 in the
1996 period. This resulted in the loss from operations being higher at
$439,290 in 1997 compared to $272,341 in 1996.
The decrease in the Company's cost of operations resulted from a reduction in
Consulting and Research expenses of $61,845(to $34,393 from $96,238),
accompanied by and increase in project expenses of $36,653 for the period
ending August 31, 1997 as compared to the equivalent period in 1996. These
changes resulted from the down scaling of the employment of independent
researchers and consultants during the six months ending August 31, 1997
compared to the prior period in 1996 when the company focused heavily on the
development of potential future shipwreck projects. Project expenses were up
during the six month period in 1997, as the Company mobilized for a survey
project in the Mediterranean Sea which was not undertaken.
General and Administrative costs increased by $189,141 to $357,509 for the six
months ending August 31, 1997 as compared to $168,368 during the same period
of 1996. Major components of this increase were for accounting, up $23,852,
due to the requirement for an independent financial audit during the 1997
period while no such cost was borne for the prior period. This expense will be
required in the future during the first and second quarters. Travel expense
increased by $9,856 as the Company prepared for operations in Brazil. Payroll
expense was $25,079 higher during the 1997 period due to hiring a full time
controller. Rent expense was up by $12,188 due to the Company leasing a
headquarters for it's operations April 1, 1997. Legal expenses increased by
$74,573 primarily due to the reverse acquisition of Universal Capital
Corporation. The Company also provided $19,016 for the doubtful nature of an
account receivable while no such cost occurred during the 1996 period.
Other Income and Expense provided a loss of $63,752 during the six months
ended August 31, 1997 due to interest expense of $94,768 being offset by a
charge for reimbursement of project expense of $31,016. During the equivalent
period ending August 31, 1996 the Company had no such expense and received
reimbursement of $2,468.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was a negative $123,379 at August 31, 1997 as
compared to a negative $787,647 at February 28, 1997. Although the Company
had a net loss of $500,042 during the six months ended August 31, 1997, the
Company's working capital improved because $1,169,131 of short term debt and
accrued expenses was converted into equity.
The Company needs to raise additional financing to fund its operations.
Management intends to raise funds for the financing of current operations in
addition to future shipwreck projects through private placement offerings of
debt and/or equity. Management feels that it will be able to raise funds
through these offerings until such time as recoveries or marketing
opportunities enable it to achieve profitability.
The Company has no commitments for capital expenditures.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
On August 8, 1997 the Company issued 7,475,000 shares (post-split)
of its common stock to the shareholders of ReMarc International, Inc.
("Remarc") in connection with the acquisition of 100% of the outstanding
shares of Remarc. With respect to this transaction, the Company relied on
Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder.
Each Remarc shareholder was provided with information on the Company, a Form D
was filed with the SEC and the Company complied with the other applicable
requirements of Rule 506. Each Remarc shareholder signed a Letter of
Acceptance in which he represented that he was purchasing the shares for
investment only and not for the purpose of resale or distribution. The
appropriate restrictive legend was placed on the certificate and stop transfer
orders were issued to the transfer agent.
In connection with the closing of the transaction with Remarc, the
Company also issued 80,000 shares of common stock to Bleu Ridge Consultants,
Inc. ("Bleu Ridge") as a finders fee and 100,000 shares to Timothy Brasel
("Brasel") for consulting services. Brasel, who beneficially owns the shares
issued to Bleu Ridge, was the former President and sole director of Universal.
The shares issued to Bleu Ridge and Brasel were issued in reliance upon the
exemption provided by Section 4(2) of the Act. The certificates representing
such shares bear the appropriate restrictive legend and stop transfer orders
were issued to the transfer agent.
On August 31, 1997 the Company issued a total 1,839,851 shares
(post-split) to 20 persons who elected to convert outstanding promissory notes
and accrued interest into common stock. 19 of these persons were accredited
investors and each person signed an Election to Convert in which he
represented that he was purchasing the shares for investment only and not for
the purpose of resale or distribution. The shares of the Company's common
stock which were issued pursuant to this transaction were issued in reliance
upon the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended. The persons to whom such securities were issued in connection with
the conversion of their promissory notes made an informed investment decision
and had access to material information regarding the Company. The Company
believes that such persons had knowledge and experience in financial and
business matters such that they were capable of evaluating the merits and
risks of the acquisition of the Company's common stock in connection with this
transaction. The certificates representing such common shares bear an
appropriate legend restricting the transfer of such securities, and stop
transfer instructions have been provided to the Company's transfer agent in
accordance therewith.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
A special meeting of shareholders of the Company was held on
September 8, 1997 to approve the following: (1) A proposed reverse split of
the outstanding shares of the Company's Common Stock of 1 for 5; (2) Merging
with a newly-formed Nevada subsidiary for the purpose of changing the
Company's domicile from Colorado to Nevada, authorizing 10,000,000 shares of
$.0001 par value preferred stock and changing the name to Odyssey Marine
Exploration, Inc.; and (3) The Company's Stock Option Plan.
14
<PAGE>
The following table sets forth the number of votes cast for each
matter. There were no abstentions or broker non-votes.
Votes
Votes For Against
---------- -------
1. Approval of reverse split 28,381,852 0
2. Approval of Plan of Merger
with Nevada subsidiary 28,381,852 0
3. Approval of Stock Option Plan 28,381,852 0
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated August 8, 1997
which reported on Items 1,2,7,8 and 9.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
By/s/ John Morris
John Morris, President
Date: October 20, 1997
15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3 and 4 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1997
<CASH> 43,129
<SECURITIES> 24,500
<RECEIVABLES> 61
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67,690
<PP&E> 0
<DEPRECIATION> (4,868)
<TOTAL-ASSETS> 94,048
<CURRENT-LIABILITIES> 191,069
<BONDS> 0
<COMMON> 1,010
0
0
<OTHER-SE> (96,011)
<TOTAL-LIABILITY-AND-EQUITY> 94,048
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 78,781
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (94,768)
<INCOME-PRETAX> (500,042)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (500,042)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> 0
</TABLE>
