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 May 31, 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 June 30, 2003, the Registrant had 28,994,157 shares of Common Stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements:
Unaudited Consolidated Balance Sheet - as of
May 31, 2003 .............................................. 3
Unaudited Consolidated Statements of Operations, Three
Months Ended May 31, 2003 and 2002......................... 4
Unaudited Consolidated Statements of Cash Flows, Three
Months Ended May 31, 2003 and 2002.......................... 5 - 6
Notes to Consolidated Financial Statements.................. 7 - 9
Item 2. Management's Plan of Operation........................... 10 - 11
Item 3. Controls and Procedures.................................. 12
Part II: Other Information
Item 1. Legal Proceedings.................................. 12
Item 2. Changes in Securities.............................. 12 - 13
Item 3. Defaults Upon Senior Securities.................... 13
Item 4. Submission of Matters to a Vote
of Security Holders................................ 13
Item 5. Other Information.................................. 13
Item 6. Exhibits and Reports on Form 8-K................... 13
Signatures ...................................................... 14
2
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF MAY 31, 2002 - Unaudited
ASSETS
CURRENT ASSETS
Cash $ 896,029
Account receivable 37,200
Advances 4,283
Prepaid expenses 116,580
-----------
Total current assets 1,054,092
PROPERTY AND EQUIPMENT
Equipment and office fixtures 952,241
Accumulated depreciation (288,440)
-----------
663,801
OTHER ASSETS
Loans receivable from related parties 259,283
Inventory 19,692
Deposits 36,533
-----------
315,508
-----------
$ 2,033,401
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 189,031
Accrued expenses 39,800
Notes payable 660,250
-----------
Total current liabilities 889,081
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; 28,994,156 issued and outstanding 2,899
Additional paid-in capital 10,812,179
Accumulated deficit (10,558,258)
-----------
Total stockholders' equity 256,820
-----------
$ 2,033,401
===========
The accompanying notes are an integral part of these financial statements.
3
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
Three Months Ended May 31,
2003 2002
----------- -----------
REVENUE 59,367 -
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative 459,184 278,801
Depreciation 31,022 19,144
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Total general and administrative 490,206 297,945
OPERATING EXPENSES
Project operations 235,662 239,215
Marketing and promotion 18,500 20,367
----------- -----------
Total operating expenses 254,162 259,582
(LOSS)FROM OPERATIONS (685,001) (557,527)
OTHER INCOME (EXPENSE)
Revenue participation expense (12,986) -
Interest income 5,950 8,796
Interest expense (911) (1,415)
----------- -----------
Total other income (expense) (7,947) 7,381
----------- -----------
NET LOSS $ (692,948) $ (550,146)
=========== ===========
(BASIC AND DILUTED LOSS PER SHARE) $ (0.02) $ (0.02)
Weighted average number of common
shares and potential common shares,
basic and diluted, outstanding 28,771,910 26,608,140
The accompanying notes are an integral part of these financial statements.
4
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
Three Months Ended May 31,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (692,948) $ (550,146)
Adjustments to reconcile net loss to
net cash used by operating activity:
Common Stock issued for:
Services 33,700 -
Officer and director compensation 50,600 -
Depreciation 31,022 19,144
Interest income (5,266) (5,167)
Interest expense 434 1,415
(Increase)decrease in:
Accounts receivable (37,200) -
Advances, prepaids, deposits (60,826) (91,181)
Inventory - 308
Increase(decrease) in:
Accounts payable 94,088 88,385
Accrued expenses 2,909 12,186
----------- -----------
NET CASH(USED) IN OPERATING ACTIVITIES (583,487) (525,056)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,759) (9,875)
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NET CASH (USED) IN INVESTING ACTIVITIES (2,759) (9,875)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Issuance of common stock - 1,015,000
Related party loans receivable 38,610 -
Notes payable 660,250 -
Repayment of note payable to related party (2,144) -
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 696,716 1,015,000
----------- -----------
NET INCREASE IN CASH 110,470 480,069
CASH AT BEGINNING OF PERIOD 785,559 857,549
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CASH AT END OF PERIOD $ 896,029 $ 1,337,618
=========== ===========
SUPPLEMENTARY INFORMATION:
Interest paid $ 11,229 -
Income taxes paid - -
The accompanying notes are an integral part of these financial statements.
5
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Summary of significant non-cash transactions:
During March 2003 four consultants were issued a total of 58,135 shares of
common stock for services valued at $33,700, and an additional 6,635 shares
for an account payable valued at $5,000 and 7,500 shares for prepaid expense
of $4,200. Also, a note holder elected to convert principal in the amount of
$54,000 into 108,000 shares of common stock.
During March 2003, the compensation committee and board of directors
authorized bonus compensation to be partially paid in common stock to Michael
Barton, David Morris and George Becker, officers of the Company. Each was
awarded a bonus of $12,000 and received the net amount after taxes of $7,700
by the issuance of 14,000 shares of common stock. George Knutsson, a Director
also received 50,000 shares of common stock for services valued at $27,500.
The compensation was valued at the closing price of the common stock on March
16, 2003 the day prior to the Compensation committee meeting.
The accompanying notes are an integral part of these financial statements.
6
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Odyssey Marine
Exploration, Inc. and subsidiaries have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission and the
instructions to Form 10-QSB and, therefore, do not include all information and
footnotes normally included in financial statements prepared in accordance
with generally accepted accounting principles. These interim consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Company's Form 10-KSB for the
year ended February 28, 2003.
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 May 31, 2003, results of
operations, and cash flows for the interim periods presented. Operating
results for the three months ended May 31, 2003, are not necessarily
indicative of the results that may be expected for the year ended February 28,
2004.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Participation Certificates
Revenue was received during the period that is subject to revenue sharing with
holders of the Cambridge Revenue Participation Certificates. The obligation,
which was accrued and subsequently paid, has been classified as other expense.
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
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.
Three Months Ended May 31,
2003 2002
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Net (loss):
As reported $ (692,948) $ (550,146)
Pro forma adjustment for compensation $ (109,330) $ (70,350)
------------ ------------
Pro forma $ (802,278) $ (620,496)
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ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Basic and diluted(loss) per share:
As reported $ (0.02) $ (0.02)
Pro forma $ (0.03) $ (0.02)
The weighted average estimated fair value of stock options granted during the
three months ended May 31, 2003 and 2002 was $.53 and $1.33 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 three months ended May 31:
2003 2002
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Risk-free interest rate 2.3% 2.3%
Expected volatility of common stock 188% 193%
Dividend Yield 0% 0%
Expected life of options 5 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.
Restatement of Fourth Quarter Adjustment
In the fourth quarter for the year ended February 28, 2003, we recorded an
adjustment that reduced net loss for the quarter ended May 31, 2002 by
$26,300. The Statement of Operations and Statement of Cash Flows in this
report reflect this adjustment.
NOTE C - ACCOUNTS PAYABLE
Accounts payable at May 31, 2003 consist of trade accounts payable of $114,639
and the balance due on an insurance premium finance agreement including
interest at 7.33% of $74,392 to be paid in eight monthly installments.
NOTE D - NOTES PAYABLE
During the quarter ended May 31, 2003, the Company received subscriptions for
$978,750 of Convertible Notes that are to be fully funded through July 2003.
As of May 31, 2003, the Company had collected $660,250. The Notes become due
one year from the date of issuance, bear interest at 8% per annum and are
8
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE D - NOTES PAYABLE - continued
convertible along with any unpaid interest into common stock at $1.25 per
share. If the Notes are converted the note holder will also receive a warrant
to purchase one share of common stock at a price of $2.50 per share for each
$1.25 of principal and interest so converted.
NOTE E - GOING CONCERN
We have incurred net losses of $10,558,258 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.
As of May 31, 2003, we had working capital of $165,011 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 plan to sell
equity, project specific revenue participation, sponsorships or debt to meet
our capital needs.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
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Item 2. MANAGEMENT'S PLAN OF OPERATION.
Forward-Looking Information
This Report on Form 10-QSB 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.
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, we will be
dependent upon investment capital to meet our cash flow requirements. To
date, we have conducted private placements of debt, equity and project
specific revenue participation to meet our financial obligations.
For the next twelve months, we anticipate spending approximately $120,000 per
month to pay salaries, general office expense and project development
expenses. In addition, we spend approximately $90,000 to $120,000 per month to
operate the RV Odyssey. The level of expense is related to the type of
equipment we are deploying and the number of technical crew required for its
deployment.
Generally, our current operational plans call for:
* a pre-disturbance survey and recovery operations on the Sussex Project,
* completing the search operations for the Bavaria,
* conducting recovery and identification operations on two or more sites
within the Bavaria search area that have been arrested,
* completing the search phase of the Republic Project and,
* investigating exhibit and attraction opportunities.
With the exception of the completion of the Bavaria search operations, the
entire plan is subject to our ability to obtain the required vessels,
equipment, personnel and financing for each component part of the plan.
We have revenue sharing obligations associated with each project, which
reduces our share of any potential revenue from these projects. Refer to our
Form 10K-SB for the year ended February 28, 2003 for a description of these
arrangements.
Sussex Project
The process for appointment and approval of Odyssey's archaeological team for
the Sussex project has taken longer than expected, nevertheless, we intend to
commence the preliminary archaeological survey in late summer or early fall
2003. Once the archaeological staffing is completed and the financing,
equipment, vessels, personnel and financing can be obtained; we intend to
10
begin recovery operations shortly after the preliminary survey is completed.
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 or more as a result of additional conservation,
documentation, curation and security expenses that may need to be incurred.
Bavaria Project
During the past quarter, we continued search and identification operations on
the Bavaria Project. We believe the search operations will be concluded in
late July or early August. We have already located the wreckage of one
shipwreck, which has many of the characteristics of the Bavaria, although it
has not been confirmed as the target. We filed an arrest on this shipwreck in
the United States District Court for the Middle District of Florida on July
10, 2003. Arresting the wreck site is a legal process whereby we seek to
obtain priority salvage or finder status and sole and exclusive possession of
the shipwreck and cargo. In order to further identify this shipwreck, we
intend to mobilize a larger vessel and a work class ROV system. We are
currently attempting to source the vessel, equipment, personnel and financing
to begin this operation during the summer or early fall of this year. Our
budget for identification and recovery is approximately $1 to $1.5 million. We
believe that it will be possible to perform this operation concurrently with
the Sussex preliminary survey, although we intend to plan both operations in a
manner that is most cost-effective in terms of mobilizing ships and equipment.
This could lead to the operations being performed consecutively.
Either one of these two operations could be performed through the winter
months, although weather factors increase costs for operations once winter
begins.
We also located, identified and have arrested a second site known as Site
BA02. Site BA02 is an unidentified shipwreck that contains a large quantity
of Chinese and English pottery including well-preserved and interesting blue
and white Chinese export porcelain dating from between the late 1700's and
early 1800's. We believe this site is not the "Bavaria", although the site has
potential archaeological and economic value.
Republic Project
We are 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.
This project is planned to run concurrently with other operations, and the
ship, side scan sonar system and crewmembers have already been identified.
This project's location in the Pacific Ocean requires that it be performed in
a relatively narrow weather window between August and October.
Revenue
During the three-month period ending May 31, 2003, we realized revenue from
survey services conducted for an unrelated third party utilizing the R/V
Odyssey and personnel in the amount of $45,200. We also had revenue from the
sale of advance book publishing rights in the amount of $14,167.
11
Liquidity and Capital Resources
As of May 31, 2003, we had working capital of $165,011 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 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.
ITEM 3. Controls and Procedures
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based upon their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under
the Exchange Act is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
During the three months ending May 31, 2003, four consultants were issued a
total of 58,135 shares of common stock for services valued at $33,700, and an
additional 6,635 shares for an account payable valued at $5,000 and 7,500
shares for prepaid expense of $4,200. Also, a note holder elected to convert
principal in the amount of $54,000 into 108,000 shares of common stock.
The shares were issued pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933. The individuals were provided with information
regarding the Company and their investment, and the Company believes that the
individuals had knowledge and experience in financial and business matters
such that they were capable of evaluating the merits and risks of the
investment. The certificates representing the shares bear an appropriate
legend restricting the transfer of such shares.
12
During March 2003, common stock was issued to Michael Barton, David Morris and
George Becker, officers of the Company. Each was awarded 14,000 shares of
common stock valued at $7,700. George Knutsson, a Director, also received
50,000 shares of common stock for services valued at $27,500.
The shares were issued pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933. The individuals were provided with information
regarding the Company and their investment, and the Company believes that the
individuals had knowledge and experience in financial and business matters
such that they were capable of evaluating the merits and risks of the
investment. The certificates representing the shares bear an appropriate
legend restricting the transfer of such shares.
During the quarter ended May 31, 2003, the Company received subscriptions from
ten accredited investors for $978,750 of Convertible Notes that are to be
fully funded through July 2003. As of May 31, 2003, the Company had received
$660,250. The Notes become due one year from the date of issuance, bear
interest at 8% per annum and are convertible along with any unpaid interest
into common stock at $1.25 per share. If the Notes are converted the note
holder will also receive a warrant to purchase one share of common stock at a
price of $2.50 per share for each $1.25 of principal and interest so
converted.
The securities were sold pursuant to the exemption provided by Rule 506 of
Regulation D under the Securities Act of 1933. The Company filed a Form D
with the SEC concerning this offering. The investors were provided with
information regarding the Company and their investment, and 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 investment. The certificates representing the securities bear an
appropriate legend restricting the transfer of such securities.
ITEM 3. Defaults Upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None.
ITEM 5. Other Information. None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Date: July 15, 2003 By:/s/ Michael V. Barton
Michael V. Barton, Chief Financial Officer
and Authorized Officer
CERTIFICATIONS
I, John C. Morris, certify that:
1. I have reviewed this quarterly Form 10-QSB of Odyssey Marine
Exploration, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
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):
14
(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: July 15, 2003
/s/ John C. Morris
John C. Morris
President
(Principal Executive Officer)
I, Michael V. Barton, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Odyssey
Marine Exploration, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
15
(c) presented in this quarterly 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: July 15, 2003
/s/ Michael V. Barton
Michael V. Barton
Chief Financial Officer
(Principal Financial Officer)
16