U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 8, 1997
------------------------------------------------
Date of Report (date of earliest event reported)
ODYSSEY MARINE EXPLORATION, INC.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Nevada 0-26136 84-1018684
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
3507 Frontage Road, Suite 100, Tampa, Florida 33607
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(813) 282-0855
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Registrant's Telephone Number, Including Area Code
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following
financial statements for Remarc International, Inc. for the two-month period
ended February 28, 1997, the years ended December 31, 1996 and 1995 and for
the period from May 20, 1994 (date of inception) to February 28, 1997 are
filed herewith:
INDEX PAGE
1) AUDITED FINANCIAL STATEMENTS FOR REMARC INTERNATIONAL,
INC. AS OF FEBRUARY 28, 1997
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . 3
FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . 7 - 8
Notes to Financial Statements. . . . . . . . . . . . . . . . . 9 - 14
2) UNAUDITED PRO FORMA FINANCIAL STATEMENTS FOR ODYSSEY MARINE
EXPLORATION, INC., AND REMARC INTERNATIONAL, INC. FOR THE
THREE MONTHS ENDING MAY 31, 1997, AND THE PREVIOUS FISCAL
YEARS ENDING FEBRUARY 28, 1997 AND DECEMBER 31, 1996
RESPECTIVELY. . . . . . . . . . . . . . . . . . . . . . . . . . .15 - 18
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<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Remarc International, Inc.
Tampa, Florida
We have audited the accompanying balance sheets of Remarc International, Inc.
(a development stage company) as of February 28, 1997 and December 31, 1996,
and the related statements of operations, stockholders' equity, and cash flows
for the two months ended February 28, 1997, the years ended December 31, 1996
and 1997 and for the period from May 20, 1994 (inception), to February 28,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Remarc International, Inc. as
of February 28, 1997 and December 31, 1996, and the results of its operations
and its cash flows for the two months ended February 28, 1997, the years ended
December 31, 1996 and 1995 and from May 20, 1994 (inception), to February 28,
1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company has incurred net losses since its inception. Those
conditions raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans are described in Note M. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Giunta, Ferlita & Walsh, P.A.
GIUNTA, FERLITA & WALSH, P.A.
Certified Public Accountants
September 18, 1997
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<PAGE>
REMARC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
February 28, December 31,
ASSETS 1997 1996
------------ ------------
CURRENT ASSETS
Cash $ 1,861 $ 7,274
Expense reimbursment receivable, net
of allowance for doubtful account
of $101,258 and $101,258,
respectively - -
Marketable securities 12,500 15,000
Advances 17,044 5,665
------------ ------------
Total current assets 31,405 27,939
------------ ------------
PROPERTY AND EQUIPMENT
Office Equipment 10,654 10,654
Accumulated depreciation (2,168) (1,813)
------------ ------------
8,468 8,841
OTHER ASSETS
Organization costs, net of
accumulated amortization of
$2,199 and $2,066 respectively 1,800 1,933
------------ ------------
$ 41,691 $ 38,713
------------ ------------
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 7,233 $ 50,286
Accrued expenses 366,819 326,735
Notes payable 145,000 100,000
Notes payable to related parties 300,000 300,000
------------ ------------
Total current liabilities 819,052 777,021
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock - .00001 par value
10,000,000 shares authorized;
no shares issued or outstanding - -
Common stock - .00001 par value;
50,000,000 shares authorized;
1,775,702 and 1,713,002 shares
issued and outstanding, respectively 18 17
Additional paid-in capital 1,027,232 909,233
Accumulated unrealized loss
in investment (27,500) (25,000)
Excess of expenses over revenues
during development stage (1,777,111) (1,622,558)
------------ ------------
Total Stockholders' equity (777,361) (738,308)
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 41,691 $ 38,713
------------ -----------
The accompanying notes are an integral part of these financial statements
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<PAGE>
REMARC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
From May 20,
1994(Date of
Two Months Year Year Inception)
Ended Ended Ended through
February 28 December 31 December 31 February 28
1997 1996 1995 1997
----------- ----------- ----------- -----------
REVENUES $ - $ - $ - $ -
OPERATING EXPENSES
Consulting 5,000 154,276 71,725 231,001
Project expense 2,700 492,820 25,020 554,563
Research 63,022 65,156 58,453 186,631
----------- ----------- ----------- -----------
Total Operating
Expenses 70,072 712,252 155,198 972,195
GENERAL AND
ADMINISTRATIVE
EXPENSES 76,829 645,696 31,077 789,534
----------- ----------- ----------- -----------
(LOSS) FROM
OPERATIONS (147,551) (1,357,948) (186,275) (1,761,729)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
OTHER INCOME
OR (EXPENSE)
Interest expense (6,940) (8,380) - (15,320)
Other (62) - - (62)
Total other income ----------- ----------- ----------- ------------
or (expense) (7,002) (8,380) - (15,382)
NET(LOSS) $ (154,553) $(1,366,328) $ (186,275) $(1,777,111)
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
(LOSS PER SHARE) $ (0.09) $ (0.86) $ (0.19) $ (1.03)
----------- ----------- ----------- ------------
Weighted average
number ofcommon
shares and common
shares equivalents
outstanding. 1,723,690 1,597,388 956,411 1,723,690
----------- ----------- ----------- ------------
The accompanying notes are an integral part of these financial statements
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<PAGE>
REMARC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumulated
Comon Stock Paid-In Earnings
Shares Amount Capital (Deficit)
----------- ----------- ----------- -----------
Balance May 1, 1994 - $ - $ - $ -
Common Stock Issued
For marketable
securities 800,000 8 39,992
For cash 40,000 - 10,000
Excess of expenses
over revenues
during development
stage, May 20, 1994
through December 31
1994 (69,955)
Balance at ----------- ----------- ----------- -----------
December 31, 1994 840,000 8 49,992 (69,955)
Common Stock Issued
For services 60,000 1 64,999
For cash 340,000 3 189,997
Excess of expenses
over revenues
during development
stage, Year Ended
December 31, 1995 (186,275)
Balance at ----------- ----------- ----------- -----------
December 31, 1995 1,240,000 12 304,988 (256,230)
Common Stock Issued
For Conversion of
Revenue Participa-
tion Certificates 70,000 1 67,499
For services 190,835 2 275,748
For cash 212,167 2 260,998
Excess of expenses
over revenues
during development
stage, Year Ended
December 31, 1996 (1,366,328)
Balance at ----------- ----------- ----------- -----------
December 31, 1996 1,713,002 17 909,233 (1,622,558)
Common Stock Issued
For services 45,000 1 74,999
For cash 17,700 - 43,000
Excess of expenses
over revenues
during development
stage, Two Months
Ended February 28,
1997 (154,553)
Balance at ----------- ----------- ----------- -----------
February 28, 1997 1,775,702 $ 18 $1,027,232 $(1,777,111)
The accompanying notes are an integral part of these financial statements
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<PAGE>
REMARC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
From May 20,
1994(Date of
Two Month Year Year Inception)
Ended Ended Ended through
February 28 December 31 December 31 February 28
1997 1996 1995 1997
----------- ----------- ----------- -----------
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net ( Loss) $ (154,553) $(1,366,328)$ (186,275) $(1,777,111)
Adjustments to re-
concile net loss to
net Cash used by
operating activity:
Depreciation 355 1,439 374 2,168
Amortization 133 800 779 2,199
Common stock issued
for services 75,000 275,750 65,000 415,750
(Increase)decrease
in:
Advances (11,380) 19,021 (24,685) (17,044)
Organization cost - - - (3,999)
Increase (decrease)
in:
Accounts payable (43,053) 50,286 - 7,233
Accrued expenses 40,085 314,859 (14,197) 366,819
----------- ----------- ----------- -----------
NET CASH(USED)
BY OPERATING
ACTIVITIES (93,413) (704,173) (158,984) (1,003,985)
----------- ----------- ----------- -----------
CASH FLOWS FROM IN-
VESTING ACTIVITIES:
Purchase of proper-
ty and equipment - (6,917) (3,737) (10,654)
----------- ----------- ----------- -----------
NET CASH (USED)BY
INVESTING
ACTIVITIES - (6,917) (3,737) (10,654)
----------- ----------- ----------- -----------
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Proceeds from:
related party
loans - 200,000 - 200,000
loans from others 45,000 200,000 - 245,000
issuance of
common stock 43,000 261,000 190,000 504,000
issuance of RPC - - 30,000 67,500
----------- ----------- ----------- -----------
NET CASH PROVIDED
BY FINANCING
ACTIVITIES 88,000 661,000 220,000 1,016,500
----------- ----------- ----------- -----------
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<PAGE>
REMARC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Continued)
From May 20,
1994(Date of
Two Month Year Year Inception)
Ended Ended Ended through
February 28 December 31 December 31 February 28
1997 1996 1995 1997
----------- ----------- ----------- -----------
NET INCREASE
(DECREASE)IN CASH (5,413) (50,090) 57,279 1,861
CASH AT BEGINNING
OF YEAR 7,274 57,364 85 -
----------- ----------- ----------- -----------
CASH AT END OF
YEAR $ 1,861 7,274 $ 57,364 1,861
----------- ----------- ----------- -----------
SUPPLEMENTARY
INFORMATION :
Interest paid $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements
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<PAGE>
REMARC INTERNATIONAL, INC.
NOTE TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND BUSINESS
Organization
Remarc International, Inc. was organized as a Colorado corporation on May 20,
1994. On April 9, 1996 Remarc International, Inc., a Colorado Corporation and
Remarc International,Inc., a Delaware Corporation merged. Remarc
International, Inc., the Delaware corporation was the surviving corporation.
Effective with the reverse acquisition of Odyssey as discussed in Note M,
Remarc International, Inc. adopted February as its fiscal year end.
Business Activity
Remarc International, Inc (Company) is a company 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 received any revenues to date and is considered to be in
the development stage.
NOTE B - 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 financial
statements and notes are representations of the Company's management who is
responsible for their integrity and objectivity and have prepared them in
accordance with the Company's customary accounting practices.
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.
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<PAGE>
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.
The Company, along with another investor in Pesqamar, is responsible for
administrative costs. The Company paid for all these expenses and invoiced
$101,258 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.
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<PAGE>
NOTE C - MARKETABLE SECURITIES
The marketable securities consist of 100,000 shares of Seahawk Deep Ocean
Technology, Inc. Common stock. The shares had an original cost of $40,000 and
a fair market value of $12,500 and $15,000 at February 28, 1997 and December
31, 1996, respectively. A provision for accumulated unrealized loss in
investment has been reflected as a separate component in stockholders' equity
for $27,500 and $25,000 at February 28, 1997 and December 31,1996,
respectively.
NOTE D - NOTES PAYABLE
Notes payable at February 28, 1997 and December 31, 1996 consist of:
1997 1996
--------- ---------
Unsecured 10% note payable due April 15, 1997
The note can be converted to Common Stock
for $2 per share. $100,000 $100,000
Unsecured 18% note payable due on demand. 25,000 -
Unsecured 10.25% note payable to bank personally
guaranteed by stockholder due April 21, 1997. 20,000 -
--------- ---------
$145,000 $100,000
The Bank note payable was paid in August 1997. The other notes payable were
subsequently renewed to April 1998 then converted into Common Stock on August
31, 1997.
NOTE E - NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties at February 28, 1997 and December 31, 1996
consist of:
1997 1996
--------- ---------
Unsecured 10% note payable to a director due
April 1997. The note can be converted to
Common Stock for $2 per share. $100,000 $100,000
Unsecured 10% note payable to the family
member of an officer due April 1997. The
note can be converted to Common Stock for
$2 per share. 50,000 50,000
Unsecured 10% note payable to an officer due
April 1997. The note can be converted to
Common Stock for $2 per share. 100,000 100,000
Unsecured 10% note payable to an officer due
April 1997. The note can be converted to
Common Stock for $2 per share. 50,000 50,000
--------- ---------
$300,000 $300,000
These notes were subsequently renewed to April 1998. All except the $50,000
note were converted to Common Stock on August 31, 1997.
NOTE F - ACCRUED EXPENSES
Accrued expenses at February 28, 1997 and December 31, 1996 consist of:
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<PAGE>
1997 1996
--------- ---------
Officer compensation $ 315,000 $ 270,000
Research and consulting 36,500 48,405
Interest on notes payable 15,319 8,330
--------- ---------
$ 366,819 $ 326,735
NOTE G - COMMON AND PREFERRED STOCK
Common Stock
On October 15, 1995, the Company effected a 500 for 1 forward split on the
shares of the Company's common stock outstanding. The per share amounts and
number of shares in the financial statements have been retroactively adjusted
for the effect of this forward stock split.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock. The
preferred stock may be issued in series from time to time with such
designation, rights, preferences and limitation as the Board of Directors of
the Company may determine by resolution.
NOTE H - COMMON STOCK OPTIONS AND WARRANTS
The Company adopted the 1995 Stock Option Plan on December 16, 1995. Under
the terms to the plan, options to purchase common stock are granted 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. Notwithstanding the preceding
sentence, in the case of a grant to an employee who, as of the date of the
grant, owns more than ten percent of the stock of the Company, the option
price shall not be less than 110% of the fair market value of the shares on
the date of grant or the par value thereof, whichever is greater. The
cumulative number of shares which may be subject to options issued and
outstanding pursuant to the plan is limited to 1,000,000 shares. As of
February 28, 1997 and December 31, 1996 there were no options granted.
During 1996, the Company issued 50,000 warrants to purchase Common Stock for
$10 per share. The warrants will expire in April 1999. The Company issued
the right to purchase 10,000 shares of Common Stock for $2.50 per share until
January 1999.
NOTE I - INCOME TAXES
The Company has a net operating loss carry forward of approximately $1,150,000
that is available to offset future taxable income. The carry forward will
expire in various years ending through February 28, 2012. The Company has
provided for 100% of any deferred asset related to the carry forward due to
questionable future realization.
NOTE J - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for
trading purposes. The Company estimated that the fair value of all financial
instruments at February 28, 1997, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies.
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<PAGE>
Considerable judgement 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 the Company could realize in a
current market exchange.
NOTE K - SUPPLEMENTARY CASH FLOWS INFORMATION
The Company incurred the following noncash transactions:
Year Ended December 31, 1994
Issued 800,000 shares of Common Stock for 100,000 shares of Seahawk Deep
Ocean Technology, Inc. Common Stock valued at $40,000.
Year Ended December 31, 1995
Issued 50,000 shares of Common Stock for project consulting and research
fees of $55,000.
Issued 10,000 shares of Common Stock for legal services of $10,000.
Year Ended December 31, 1996
Issued 83,335 shares of Common Stock for Directors' fees of $125,000.
Issued 82,500 shares of Common Stock for project consulting and research
fees of $100,750.
Issued 25,000 shares of Common Stock for legal services of $50,000.
Converted Revenue Participation Certificates originally sold for $67,500
into 70,000 shares of Common Stock.
Two Months Ended February 28, 1997
Issued 10,000 shares of Common Stock for Directors' fees of $25,000.
Issued 35,000 shares of Common Stock for project consulting and research
fees of $50,000.
NOTE L - COMMITMENTS AND CONTINGENCIES
Offices
Remarc rents office space in Red Bank, NJ on a month to month basis for $225
per month. Rent expense for the two months ended February 28, 1997 and the
years ended December 31,1996 and 1995 was $450, $2,700 and $450, respectively.
In January 1996 the Company entered into a one-year lease agreement for
corporate offices. The lease was on a month to month basis and rent expense
for the year ended December 31,1996 was $6,929.
In March 1997, the Company entered into a sublease agreement for 3,170 square
feet of office space. The four year agreement begins April 1, 1997.
Approximate future rent payments for this lease in subsequent fiscal years
ending February 28, are as follows:
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<PAGE>
1998 $ 33,000
1999 39,200
2000 43,100
2001 47,400
2002 3,900
---------
$166,600
Industry Related Risks
Although the Company has 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 the company is able to plan and obtain permits
for its 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 the Company's rights to the recovered
objects will be challenged by others, including both private parties and
governmental entities, asserting conflicting claims. Finally, even if the
Company is 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.
NOTE M - GOING CONCERN
The Company, a development stage enterprise, has incurred net losses of
$1,726,493. At February 28, 1997 the Company has negative working capital as
indicated by current liabilities exceeding current assets by $737,029. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. In addition to shipwreck projects for which management is
currently raising funds, management has completed a reverse acquisition with
Odyssey Marine Exploration, Inc. (Odyssey). Odyssey is a public shell with
which management intends to raise funds for the financing of current and
future shipwreck projects. Management feels that these factors will
contribute toward achieving profitability. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
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<PAGE>
ODYSSEY MARINE EXPLORATION, INC AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The unaudited pro forma data presented in the unaudited pro forma combined
financial statements are included in order to illustrate the effect on the
Company's financial statements of the reverse acquisition of Odyssey Marine
Exploration, Inc. by Remarc International, Inc. through a share exchange
agreement consumated August 8, 1997.
The financial statements presented are the historical financial statements of
the registrant, Odyssey Marine Explortion, Inc. and Remarc International,
Inc., for the three months ending May 31, 1997 and for each Company's
preceeding fiscal year, February 28 and December 31 respectively.
The pro forma financial statements illustrate the effect that the business
combination would have had on the combined companies had the acquisition
occurred on March 1, 1996. Results of operations are stated in the pro forma
financial statements as a combining of the two operations without any
nonrecurring charges or credits that resulted from the share exchange. The
number of shares outstanding and weighted average shares outstanding are
adjusted to reflect the number of shares that would have been outstanding if
the share exchange had occurred on March 1, 1996. There are no income or
balance sheet adjustments to the pro forma financial statements to be
illustrated as the only item affected by the combination is the number of
shares outstanding. It is assumed that the operational and administrative
expenses of each Company seperately, is a reasonable estimation of what the
expenses would have been for the companies combined.
In the opinion of management, all adjustments have been made that are
necessary to present fairly the pro forma data. The unaudited pro forma
combined financial statements should be read in conjunction with the Company's
financial statements and notes thereto, and the audited financial statements
of Remarc International, Inc. The unaudited pro forma combined statement of
operations data are not necessarily indicative of the results that would have
been reported had such events actually occurred on the date specified, nor are
they indicative of the Company's future results.
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<PAGE>
PRO FORMA BALANCE SHEETS
Odyssey Remarc Pro forma
Marine Intern'l Combined
As of As of As of
ASSETS February 28, December 31, February 28
1997 1996 1997
CURRENT ASSETS ------------ ------------ ------------
Cash $ 97 7,274 $ 7,371
Marketable securities - 15,000 15,000
Advances 3,000 5,665 8,665
------------ ------------ ------------
Total current assets 3,097 27,939 31,036
------------ ------------ ------------
PROPERTY AND EQUIPMENT
Office Equipment - 10,654 10,654
Accumulated depreciation - (1,813) (1,813)
------------ ------------ ------------
- 8,841 8,841
OTHER ASSETS
Organization costs, net
and other assets - 1,933 1,933
------------ ------------ ------------
$ 3,097 $ 38,713 $ 41,810
------------ ------------ ------------
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ 36,109 50,286 86,395
Accrued expenses - 326,735 326,735
Notes payable 32,237 400,000 432,237
------------ ------------ ------------
Total current liabilities 68,346 777,021 845,367
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - .0001 par value;
100,000,000 shares authorized;
8,110,000 shares issued and
outstanding 77,338 909,250 986,588
Accumulated unrealized loss
in investment (25,000) (25,000)
Excess of expenses over revenues
during development stage (142,587) (1,622,558) (1,765,145)
------------ ------------ ------------
Total Stockholders' equity (65,249) (738,308) (803,557)
TOTAL LIABILITY AND STOCKHOLDERS'
EQUITY $ 3,097 $ 38,713 $ 41,810
------------ ------------ ------------
------------ ------------ ------------
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<PAGE>
PRO FORMA STATEMENT OF OPERATIONS
Odyssey Remarc Pro forma
Marine Intern'l Combined
Year Ending Year Ending Year Ending
February 28, December 31, February 28
1997 1996 1997
------------ ------------ ------------
REVENUES $ - $ - $ -
OPERATING EXPENSES - 712,252 712,252
------------ ------------ ------------
GENERAL AND ADMINISTRATIVE
EXPENSES 38,005 645,696 683,701
------------ ------------ ------------
(LOSS) FROM OPERATIONS (38,005) (1,357,948) (1,395,953)
------------ ------------ ------------
------------ ------------ ------------
OTHER INCOME OR (EXPENSE) - (8,390) (8,380)
------------ ------------ ------------
NET(LOSS) $ (38,005) $(1,366,328) $(1,404,333)
------------ ------------ ------------
------------ ------------ ------------
(LOSS PER SHARE) $ (0.00) $ (0.17) $ (0.17)
------------ ------------ ------------
Weighted average number of
common shares and common
shares equivalents
outstanding. 8,110,000 8,110,000 8,110,000
------------ ------------ ------------
------------ ------------ ------------
PRO FORMA BALANCE SHEETS
Odyssey Remarc Pro forma
Marine Intern'l Combined
As of As of As of
May 31, May 31, May 31,
ASSETS 1997 1997 1997
------------ ------------ ------------
CURRENT ASSETS
Cash $ 97 1,821 $ 1,918
Marketable securities - 24,500 24,500
Advances 3,000 61 3,061
------------ ------------ ------------
Total current assets 3,097 26,382 29,479
------------ ------------ ------------
PROPERTY AND EQUIPMENT
Office Equipment - 28,152 28,152
Accumulated depreciation - (3,500) (3,500)
------------ ------------ ------------
- 24,652 24,652
OTHER ASSETS
Organization costs, net
and other assets - 5,377 5,377
------------ ------------ ------------
$ 3,097 $ 56,411 $ 59,508
------------ ------------ ------------
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<PAGE>
PRO FORMA BALANCE SHEETS
Odyssey Remarc Pro forma
Marine Intern'l Combined
LIABILITIES AND STOCKHOLDERS' As of As of As of
EQUITY May 31, May 31, May 31,
1997 1997 1997
CURRENT LIABILITIES ------------ ------------ -----------
Accounts payable $ 41,698 $ 12,800 $ 54,498
Accrued expenses - 132,138 132,138
Notes payable 34,421 639,056 673,447
------------ ------------ ------------
Total current liabilities 76,119 783,994 860,113
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - .0001 par value;
100,000,000 shares authorized;
8,110,000 shares issued and
outstanding 77,338 1,255,000 1,332,338
Accumulated unrealized loss
in investment - (27,500) (27,500)
Excess of expenses over revenues
during development stage (150,360) (1,955,083) (2,105,443)
------------ ------------ ------------
Total Stockholders' equity (73,022) (727,583) (800,065)
TOTAL LIABILITY AND STOCKHOLDERS'
EQUITY $ 3,097 $ 56,411 $ 59,508
------------ ------------ ------------
------------ ------------ ------------
PRO FORMA STATEMENT OF OPERATIONS
Odyssey Remarc Pro forma
Marine Intern'l Combined
Three Month Three Month Three Month
Ending Ending Ending
May 31, 1997 May 31, 1997 May 31, 1997
------------ ------------ ------------
REVENUES $ - $ - $ -
OPERATING EXPENSES - 61,292 61,292
------------ ------------ ------------
GENERAL AND ADMINISTRATIVE
EXPENSES 7,773 123,233 131,006
------------ ------------ ------------
(LOSS) FROM OPERATIONS (7,773) (184,525) (192,298)
------------ ------------ ------------
------------ ------------ ------------
OTHER INCOME OR (EXPENSE) - 6,553 6,553
------------ ------------ ------------
NET(LOSS) $ (7,773) $ (177,972) $ (185,745)
------------ ------------ ------------
------------ ------------ ------------
(LOSS PER SHARE) $ (0.00) $ (0.02) $ (0.02)
------------ ------------ ------------
Weighted average number of com-
mon shares and common shares
equivalents outstanding. 8,110,000 8,110,000 8,110,000
------------ ------------ ------------
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to the Current Report on Form
8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: October 22, 1997 By /s/ John C. Morris
John C. Morris, President
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