Marine Exploration Inc - FORM 10-K/A

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Marine Exploration Inc	mexp_10k-ex32x.txt
EX-31.2 - EXHIBIT 31.2 - Marine Exploration Inc	mexp_10k-ex31x2.txt
EX-31.1 - EXHIBIT 31.1 - Marine Exploration Inc	mexp_10k-ex31x1.txt
EX-32.1 - EXHIBIT 32.1 - Marine Exploration Inc	mexp_10k-ex32x1.txt

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A No. 2

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED June 30, 2009

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

Commission File Number 000-24637

MARINE EXPLORATION, INC.
------------------------
(Exact name of small business issuer as specified in its charter)

Colorado 26-1878284
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)

535 Sixteenth Street, Suite 820, Denver, Colorado 80202
--------------------------------------------------------
(Address of principal executive offices)

303 459 2485
(Registrant's telephone number including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [_] No [X]

Indicate by check mark 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. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [_] No [X]

The aggregate market value of the shares of voting stock held by non-affiliates
of Marine Exploration, Inc. as of June 30, 2009 approximated $19,058,063.79.

As of June 30, 2009, the Registrant had 448,424,765 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - None

Explanatory Note

This Form 10-K/A No. 2 amends our Form 10-K for the year ended June 30, 2009,
which was filed with the Securities and Exchange Commission (SEC) on September
28, 2009 (the Original Filing.) We are filing this Form 10-K/A No. 2 to amend
Part II, Items 8 and 9A and Part III, Item 15. In connection with the filing of
this Form 10-K/A No. 2 and pursuant to Rules 13a-14(a) or 15d-14(a) under the
Securities Exchange Act of 1934, we are including with this Form 10-K/A certain
currently dated certifications.

This Amendment does not reflect events occurring after the Original Filing
except as noted above. Except for the foregoing amended information, this Form
10-K/A No. 2 continues to speak as of the date of the Original Filing and the
Company has not otherwise updated disclosures contained therein or herein to
reflect events that occurred at a later date.

TABLE OF CONTENTS
Page

PART I

Item 1. Business.........................................................1

Item 1A. Risk Factors.....................................................5

Item 1B. Unresolved Staff Comments........................................8

Item 2. Properties.......................................................8

Item 3. Legal Proceedings................................................9

Item 4. Submission of Matters to a Vote of Security Holders..............10

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities .............10

Item 6. Selected Financial Data..........................................11

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................12

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......16

Item 8. Financial Statements and Supplementary Data.....................F-1

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................17

Item 9A. Controls and Procedures..........................................17

Item 9B. Other Information................................................18

PART III

Item 10. Directors and Executive Officers and Corporate Governance .......19

Item 11. Executive Compensation...........................................20

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................21

Item 13. Certain Relationships and Related Transactions, and Director
Independence...................................................22

Item 14. Principal Accounting Fees and Services...........................23

PART IV

Item 15. Exhibits and Financial Statement Schedules.......................24

SIGNATURES....................................................................25

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934. The statements regarding Marine Exploration, Inc. and
its subsidiaries contained in this report that are not historical in nature,
particularly those that utilize terminology such as "may," "will," "should,"
"likely," "expects," "anticipates," "estimates," "believes" or "plans," or
comparable terminology, are forward-looking statements based on current
expectations and assumptions, and entail various risks and uncertainties that
could cause actual results to differ materially from those expressed in such
forward-looking statements.

Important factors known to us that could cause such material differences are
identified in this report and in our "RISK FACTORS" in Item 1A. We undertake no
obligation to correct or update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any future disclosures we make on related subjects in future reports
to the SEC.

PART I

ITEM 1. BUSINESS

Marine Exploration, Inc. ("we," "us," "our," the "Company" or "Marine") was
originally incorporated in the State of Delaware on June 27, 1996 under the name
Jenkon International, Inc. We changed our name in May 2000 to Multimedia KID,
Inc., and again in August 2006 to Syco, Inc. In April 2007, we reorganized as a
Colorado corporation and changed our name to Marine Exploration, Inc.

On May 11, 2007, in an acquisition classified as a transaction between parties
under common control, we acquired all the outstanding common shares of Marine
Exploration International, Inc. wherein we issued 100,100,000 shares of our
common stock for an equal number of common shares of Marine Exploration
International, Inc.,, making Marine Exploration International, Inc. a wholly
owned subsidiary of our Company. Marine Exploration International, Inc. was
incorporated in the State of Nevada on March 7, 2007 to engage in marine
treasure hunting expeditions. We commenced our new business of marine treasure
hunting in March 2007, but have not yet generated significant revenues.

Our current operations are limited to providing funding to, and making approved
capital expenditures for, our Joint Venture Partner, Hispaniola Ventures, LLC
("Hispaniola"). It is Hispaniola that will engage in the actual search for,
diving to, and recovery of, the cargo and artifacts. In the roles just
described, and pursuant to our Joint Venture Agreement (the "JV Agreement"), we
intend to pursue recovery of two vessels we call Operation Mystery Galleon and
Operation Abrojos which includes, without limitation, an operation to the
Serranilla and Bajo Nuevo Banks in the Caribbean Sea in attempts to recover
treasure from a Spanish Galleon (Mystery Galleon) and, an operation to the South
Reef on the Silver Bank, North of the Dominican Republic to recover treasure
from an English Corsair (Abrojos). Marine Exploration Inc and Hispaniola
Ventures LLC are currently undergoing preliminary operations off the coast of
the Dominican Republic. On December 11, 2008, Marine Exploration Inc's 128 ft
operations vessel, the M/V Hispaniola, was launched for its primary missions,
"Operation Mystery Galleon" and "Operation Abrojos". Equipment purchasing,
research, and marine vessel restoration were completed by launch date. Capital
formation and crew training are ongoing. On March 1 2009, the crew of the M/V
Hispaniola began their preliminary survey operations of prospective target sites
within the mission parameters. Data analysis has commenced and is ongoing.

Our vision is to join with individuals and entities on the leading edge of
shipwreck exploration, archeological excavation, education, entertainment, and
marketing of shipwreck cargoes and related merchandise.

The Company in March 2007 entered into a joint venture agreement (the
"Agreement") to fund salvage and treasure recovery operation for certain
specific projects. The Agreement calls for the Company to provide working
capital of $17,000 per month from the date of the Agreement forward, plus
$300,000 in funding 90 days from the initial date of trading of the Company's
stock, plus additional amounts as earned under contract terms. See See "Part II,
Item 8, Financial Statements" and notes thereto. Note 6 "Commitments". We cannot
assure you that our business plan will ever be implemented. See Part I, Item 1A,
"Risk Factors and Part II, Item 7, Management's Discussion - Liquidity and
Capital Resources."

Underwater search and recovery is time-consuming and expensive. Aside from
having to pay for research and permits, special equipment is often needed to
find and map the shipwreck site and recover the cargo and artifacts. The cargo
may have little or no value, and other countries or individuals may claim
ownership to it, leading to protracted legal actions. We cannot guarantee that
we will be successful in finding valuable artifacts and cargo, or if we do, that
we will be entitled to keep what we find. See Part I, Item 1A, "Risk Factors."

We anticipate that we will need approximately $1,690,600 over the next 12 months
to implement our business plan. We intend to fund this capital need through
loans from existing stockholders or other investors. All of this funding goes
directly to our JV Partner, Hispaniola Ventures, LLC. We do not allocate any of
the funds for breakdown, nor do we purchase any of the equipment used for this
activity. We simply fund the project and receive twenty-five percent of the
gross proceeds derived from these operations, in the event that there are any
gross proceeds to distribute from the Joint Venture. Thus we are unable to
discern how our funds will be applied by Hispaniola Ventures. However, it is
reasonable to presume that portions will be used by it to pay general and
administrative expenses, for the purchase of equipment, to obtain licenses and
permits and to charter or lease marine equipment and services. Any remaining
balance of the funds will be held in reserve and used by it for business
purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent of the
proceeds derived from the recovery must be paid to the government in whose
waters the treasure is recovered. The next twenty-five percent will be received
by Hispaniola. The remainder will be received by us.

On June 6, 2007 we filed a registration statement with the US Securities and
Exchange Commission on Form SB-2. Our registration statement became effective on
September 14, 2007, wherein we did register an aggregate of 30,030,000 shares of
our Common Stock. Also, as a result of this registration statement we became a
reporting company pursuant to the Securities Exchange Act of 1934, as amended.
In fiscal year 2008 the Company issued 130,000 common shares for consulting
services valued at $19,100, and issued 5,625,000 common shares valued at
$638,000 as additional compensation for amounts borrowed under notes payable.
Share valuation was based on the market price of the Company's shares on the
date of issuance. The Company also recorded a stock subscription payable of
$500,000 based on 5,000,000 owed but unissued common shares, also incurred as
additional compensation for a note payable.

In fiscal year 2009 the Company issued 225,167,000 shares for cash of $51,000.
Subsequent to the sale of 225,000,000 of the shares, the Company and the
purchaser determined that the sale should have been for 175,000,000 shares, so
the purchaser returned 50,000,000 shares for cancellation and received
50,000,000 warrants in exchange. In addition, the Company issued 132,009,104
common shares for consulting services and financing fees valued at $8,290,480.
Share valuation was based on the market price of the Company's shares on the
date of issuance. The Company also issued 30,325,160 common shares to debt
holders for conversion of debts of $427,100. Additionally, the Company issued
500,000 common shares in fulfillment of a stock subscription payable of
$500,000. The Company also recorded a stock subscription payable of $34,667
based on 533,332 owed but unissued common shares incurred as compensation under
a marketing contract.

The Company accounts for non-employee stock options and warrants under SFAS
123(r), whereby option and warrant costs are recorded based on the fair value of
the consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. Unless otherwise provided for, the
Company covers option and warrant exercises by issuing new shares.

During fiscal year 2008 the Company granted 3,408,334 common stock warrants as
additional compensation under borrowings, allowing the holder to purchase one
share of common stock per warrant, exercisable immediately at prices from $0.01
- $0.33 per share with the warrant terms expiring in 2012 and 2013. As of June
30, 2008, all of these warrants remained outstanding. The fair value of these
warrant grants were estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions: risk free interest rate of
2.6 - 3.7%, dividend yield of 0%, expected lives ranging from 4 to 4.5 years,
volatility from 142 - 144%. The Company recorded total compensation expense
under warrant issuances of $653,899 in fiscal year 2008.

During fiscal year 2009 the Company granted 3,000,000 common stock warrants as
additional compensation under borrowings, allowing the holder to purchase one
share of common stock per warrant, exercisable immediately at prices from $0.01
- $0.30 per share with the warrant terms expiring in 2013. As of June 30, 2009,
all of these warrants remained outstanding. The fair value of these warrant
grants were estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: risk free interest rate of 3.1 -
3.4%, dividend yield of 0%, expected lives ranging from 5.25 to 5.5 years,
volatility from 141 - 145%. The Company recorded total compensation expense
under warrant issuances of $142,482 in fiscal year 2009. The Company also issued
50,000,000 warrants, exercisable through December 2013 at $.01 per shares, to a
lender under an exchange by which the lender returned 50,000,000 over issued
shares to the Company. No additional expense was recorded on the exchange as the
original cash purchase price of the shares was less than the warrant exercise
price of $.01 per share. No options were exercised or expired in 2009, leaving a
June 30, 2009 balance of 56,408,334 non-employee stock options outstanding. See
"Part II, Item 8, Financial Statements" and notes thereto.

GOVERNMENT REGULATIONS

Our management assumes that governments, private concerns or insurance companies
may claim rights to shipwrecks that are slated for search and recovery
operations, so we work with a leading international maritime lawyer and policy
expert to monitor international legal initiatives that might affect our projects
on an ongoing basis. Based on this assumption, we undertake rigorous legal
analyses to identify any potential roadblocks to a successful project. In other
cases, we may open the way for an immediate grant of title by a court of
jurisdiction by arranging to purchase an insurance company's interest in a
shipwreck and cargo.

When shipwreck search and recovery activities are slated to
take place in countries' territorial, contiguous or exclusive economic zones we
do everything possible to comply with verifiable applicable regulations and
treaties. We research legal and political aspects of recoveries before
initiating operations. We take into account other factors, including the
potential ramifications on the project of the UNESCO Convention for the
Protection of Underwater Cultural Heritage. The Convention's cultural resource
management guidelines and regulations, especially as they relate to
archaeological practices, may restrict access to historical shipwrecks.

Major maritime governments such as the United States and United Kingdom have
stated their intentions not to sign the Convention and, in most cases, the
Convention does not impact operations in international waters. If we work in
waters of countries who do abide by the convention, we will take Convention
guidelines into account. The UNESCO Convention states that artifacts may not be
sold but it does not prevent companies such as Marine from providing
archaeological services, and we intend to provide such services in contracts
with governments. The trade good we seek to recover include coins, bullion and
gems, which are not artifacts of historical, archaeological or cultural
significance and therefore likely not subject to the rule prohibiting sale.

As world interest in protecting underwater cultural heritage increases, we
believe we are poised to offer governments and international agencies the
resources to help manage these resources at the same time it allows the public
to benefit from the educational, scientific, historical and entertainment value
of shipwreck exploration activities.

COMPETITION

Our competitors include Odyssey Marine Exploration, Subsea Resources Ltd. (a UK
company), Sovereign Exploration Associates International Inc. and Admiralty
Holding Company. Each of these entities may have greater resources, including
financial and otherwise, than we currently have available.

EMPLOYEES

As of June 30, 2009, we had four full-time employees, all of whom are members of
our management. None of our employees are members of a union. We do not
anticipate that we will need to retain any additional employees in the future.

ITEM 1A. RISK FACTORS

A variety of risk factors, including those stated in this Annual Report on Form
10-K, are pertinent to investors evaluating shipwreck recovery businesses,
operations and financial condition. This section provides a summary of the major
risks applicable to Marine, but it is not inclusive of all risks.

SUMMARY

RISK FACTORS

o Shipwreck recovery is a high-risk business.
o Marine relies on data that may be unreliable.
o Marine may have limited access to raw materials.
o Natural hazards may affect our operations.
o Marine may not be able to establish rights to objects we recover.
o The market for recovered objects is unpredictable.
o Disposition or sale of recovered objects is unreliable.
o Legal, political, and civil issues may interfere with recovery
efforts.
o There is always the potential that recovered objects can be stolen
from us.
o There are competitors in shipwreck recovery.
o There is the possibility that Marine is denied permission to conduct
salvage operations.
o Various factors affect the potential profitability of documentaries
related to recoveries
o Marine may alter its business strategy or businesses, which may
increase costs or otherwise affect the profitability of our
businesses.
o Marine's ability to raise capital to fund operations and capital
expenditures is uncertain.
o Financial covenants in our notes payable and revolving credit facility
may restrict our operations or harm our financial condition.
o Marine relies on key employees and faces competition in hiring and
retaining qualified employees.
o Marine's issuance of both Common and Preferred Share under the terms
of our Articles of Incorporation may cause dilution.
o There can be no assurances our Joint Venture partner will perform
under our agreement.

Shipwreck recovery is a high-risk business.

Investors should be aware that their investment in Marine is extremely
speculative and high risk. Although we have access to substantial data related
to potential recovery sites, its quality and reliability is uncertain. Even when
projects are funded and permitted, there is always the potential that shipwrecks
may not be located or, once located, will be found to have already been salvaged
or may not yield valuable cargo. If valuable objects are found and recovered,
the cost of recovery may exceed the value of the objects recovered or that
private parties or governments will make claims to the objects. Finally, the
market for recovered items is uncertain and there are no guarantees that they
will yield high prices.

Marine relies on data that may be unreliable.

Successful recovery projects are of course, first and foremost, dependent upon
the data we obtain regarding a shipwreck location, contents and numerous other
factors. By its nature, these data are based on assumptions, which may or may
not be accurate, and are therefore imprecise, incomplete and unreliable.
Marine may have limited access to raw materials.

Marine must create inventory by recovering valuable cargoes from shipwrecks. If
our exploration and recovery efforts are unsuccessful we will not have
sufficient inventory to sell.

Natural hazards may affect our operations.

Weather, sea conditions and natural hazards can delay or force suspension of
Marine's inherently difficult underwater recovery efforts. Operations are
limited to certain months of the year and Marine cannot guarantee when or if
Marine, or the entities with which we are affiliated, will be able to conduct
search and recovery operations. Unexpected conditions at sea can adversely
affect Marine operations, and our ability to operate themed attractions, at any
time.

Marine may not be able to establish rights to objects we recover.

We are affiliated with other persons and entities, both private and
governmental, that may claim title to the shipwrecks we target for exploration.
Even when we are successful in locating and recovering items, we cannot
guarantee we will be able to establish our right to them if governmental
entities, prior owners, or other attempted salvagers claim an interest. In such
an event, we could incur significant expenditures without generating any
revenue.

The market for recovered objects is unpredictable.

The market price cannot be predicted in advance for items that are located and
recovered, and for which rights are secured. Prices fluctuate with the highly
volatile precious metals market. Marine also has no control over the volume and
type of competing items on the market at any given time, which can affect
prices.

Disposition or sale of recovered objects is unreliable.

Selling items is an uncertain process and a viable market for artifacts and
other recovered items cannot be guaranteed. Marine's cash flow can be adversely
affected by delays in the disposition of recovered items.

Legal, political, and civil issues may interfere with recovery efforts.

Marine cannot predict or control changes in the legal, political or civil
landscape of governments, and these changes can restrict our access to
shipwrecks and interfere with search and recovery operations.

There is the potential that recovered objects can be stolen from us.

"Pirates" and poachers always present a risk to our operations. Thieves can
steal items at sea, before or after recovery, and these thefts may not be
adequately covered by insurance. There are competitors in shipwreck recovery. We
have identified a number of companies that compete with Marine and other
competitors may emerge. There is always the risk that a competitor may locate
and recover a shipwreck that we have targeted for recovery. Competitors may have
more resources to devote to their projects than Marine does.

There is the possibility that Marine is denied permission to conduct salvage
operations.

In some cases, Marine must obtain proper title or permission to excavate certain
wrecks. Governments and private entities to not always recognize and honor the
title or permission we obtain.

There can be no assurances our Joint Venture partner will perform under our
agreement.

While the vessel is ours, the crew and all diving operational personnel are not
employees of Marine Exploration, Inc. and as such may not execute the JV
agreement and commence any salvage, survey or exploratory efforts. Further, the
employees of the JV may not be reliable and Marine Exploration, Inc. has no
ability to manage or control the actions of the JV principals and employees. The
JV and its employees are in foreign waters and as such are outside the scope of
supervision of any kind by Marine Exploration, Inc.

Various factors affect the potential profitability of documentaries related to
recoveries.

One component of our business plan is to create themed attractions, whose
success is subject to successful site selection, strong projections, and related
issues. Our projections could be inaccurate and there are economic conditions
out of our control that would affect profitability. Our themed attractions will
be seasonal and face competition with other forms of entertainment.

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

We will adjust our business strategy as changes in the business environment
require, and may incur costs in doing so. Marine's costs may increase and we may
incur significant charges associated with the write-down of assets.

Marine's ability to raise capital to fund operations and capital expenditures is
uncertain.

While marine has successfully raised the necessary funds for our operation in
the past, there is no assurance we can continue to do so. Our ability to
generate cash flow depends on our ability to identify, recover and profitably
dispose of high-value shipwrecks. We cannot guarantee that sales will generate
enough cash flow to meet overall cash requirements. If cash flow is insufficient
to meet our business requirements, we may raise additional capital through other
financing activities.
7

Financial covenants in our notes payable and revolving credit facility may
restrict our operations or harm our financial condition.

Our notes payable and revolving credit facility contains financial and operating
covenants that may restrict our operating activities. They include net worth
requirements and other debt limitations. If we do not comply with any of the
loan covenants, a default could result and our lenders could accelerate the
timing of our payment obligations. This could negatively impact our business,
operations, financial condition or liquidity.

Marine relies on key employees and faces competition in hiring and retaining
qualified employees.

Given the unique nature of our business, employees are vital to our success.
Certain key managers and personnel would be difficult to replace. We do not have
employment contracts with our key employees or maintain life insurance on them.
Our success depends upon our ability to retain these key employees.

Marine's issuance of both Common and Preferred Share under the terms of our
Articles of Incorporation may cause dilution.

Our Articles of Incorporation authorize the issuance of preferred stock. Our
Board of Directors establishes the terms, preference, rights and restrictions of
the preferred stock and its decisions in this regard could discourage other
persons from attempting to acquire control and thereby insulate incumbent
management. It could be the case that the existence of corporate devices that
would inhibit or discourage takeover attempts could negatively affect the market
value of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We maintain our offices at 535 Sixteenth Street, Suite 820, Denver, Colorado
80202, telephone (303) 459 2485, which consists of 2272 square feet of executive
office space. Our offices are provided by Technology Partners, LLC, a
shareholder of our Company pursuant to an oral agreement, wherein office space
is provided at no cost until such time or until the Company is able to reimburse
the hard cost of rent, which at current is $3,850 per month. We believe this
arrangement will meet our needs and continue for the foreseeable future. We have
no other properties.

ITEM 3. LEGAL PROCEEDINGS

On February 28, 2008, the Company announced that it had been named as a
defendant in an interpleader action, filed in the Denver District Court, State
of Colorado, Case No. 08-CV-1278. This case was subsequently removed to the U.S.
District Court for the District of Colorado, Case No. 1:08-cv-682. The lawsuit
arose from the sale of restricted shares and the attempted transfer of a stock
certificate held by the selling shareholder, which was also named as a
defendant. This event lead to the filing of two other related lawsuits, one in
federal district court in Denver, Case number 08-cv-00632-LTB-MEH, which was
commenced by the Company against the selling shareholder, and the second, by the
selling shareholder against the Company in federal district court in Miami, Case
number 1:08-cv-20849-ASG. On July 15th, 2008, Case No. 1:08-cv-682 was dismissed
with prejudice in the United States District Court for the District of Colorado.
Case No. 08-cv-00632-LTB-MEH and No. 1:08-cv-20849-ASG were settled out of court
on July 7th, 2008.

On August 22, 2008, The Company was named as defendant in as interpleader
action, filed in the United States District Court for the District of Colorado,
Case No. 08-cv-01792-WYD. Thereafter the case was consolidated with Civil Action
No. 08-cv-01707-EWN. This case involves a dispute between the Plaintiff,
Technology Partners LLC, and the Defendants, Wonderland Capital et al. around
shares that were allegedly purchased but not paid for. A preliminary injunction
hearing was held on October 9, 2008 and the Plaintiff, Technology Partners, was
granted a preliminary injunction upon posting a $10,000 bond. This bond has been
posted and accepted by the court. The Defendants in this action have filed
counterclaims against the company for alleged violations of the Colorado
Consumer Protection Act, trespass to chattels, civil conspiracy to interfere
with the possession of stock certificates, violations of the Colorado Uniform
Commercial Code with regard to the transfer of stock certificates, declaratory
relief, civil theft, fraud and RICO. The company is vigorously defending itself
against these counterclaims. Defendants Wonderland, Golden Key, and Sipada did
not appear as required for their depositions April 29 and April 30 2009.

The company was named as defendant in case number 08-L-011153 of the Circuit
Court of Cook County, Illinois, by a note holder of the company, Micro Pipe Fund
I. This lawsuit revolves around repayment and performance by the company under a
nonrecourse note that originated in January of 2008. The Company has filed to
remove the litigation to federal court in Case number is 08-CV7272 in the United
States District Court for the Northern District of Illinois. The removal notice
was filed in December of 2008 and is still pending.

The company was named a defendant in Denver District Court in Case Number
2009-CV-683 by Oster Martin, former counsel for the company. The suit sought to
collect legal fees and damages.

Case number 2009-CV-683, Denver District Court (Oster Martin v. Marine
Exploration et al), a stipulated settlement was approved and accepted by the
Court as of Thursday July 30, 2009, effectively settling the case. Msrs Stevens
and Enright, through Hoss Capital LLC, agreed to pay for Marine's prior legal
services through registered sales of their holdings in Marine. Hoss Capital LLC,
through Enright and Stevens, has paid $10,000 and agreed to $8,750 monthly
payments until the total amount of $45,000 is paid to Oster Martin.

Case number 2008-CV-1707, United States District Court for the District of
Colorado, (Technology Partners, LLC v. Golden Key, LLC et al.) all parties have
executed a Release and Settlement Agreement as of August 4, 2009. The Release
and Settlement Agreement awaits approval from the Court. If accepted by the
Court, the settlement terms include the return of all shares to Technology
Partners, the rescission of the Share Purchase Agreements between Technology
Partners and the Defendants, and the dismissal of all claims and counterclaims,
including all counterclaims against Marine. The Company may become subject to
claims and suits that arise from time to time in the ordinary course of
business, as well.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is currently traded on the Over The Counter Bulletin Board
(OTCBB) under the symbol "MEXP." The table below sets forth the reported high
and low bid prices for the periods indicated. The bid prices shown reflect
quotations between dealers, without adjustment for markups, markdowns or
commissions, and may not represent actual transactions in our Common Stock.

Bid Price
Quarter Ended High Low
------------- -------- -------
June 30, 2009 $ 0.44 $ 0.06
March 31, 2009 $ 0.115 $ 0.022
December 31, 2008 $ 0.095 $ 0.015
September 30, 2008 $ 0.15 $ 0.02

June 30, 2008 $ 0.34 $ 0.07
March 31, 2008 $ 1.05 $ 0.03
December 31, 2007 $ 2.50 $ 0.88
September 30, 2007 $ 1.01 $ 1.01
June 30, 2007 $ 1.01 $ 1.01

March 31, 2007 $ 1.01 $ 1.01
December 31,2006 $ 6.00 $ 0.15
September 30,2006 $ 0.15 $ 0.05
June 30, 2006 $ 7.50 $ 0.05

As of June, 30 2009, the closing bid price of our Common Stock was $0.185
As of the date of this Report there were 448,424,765 shares of our Common Stock
issued and outstanding, held by 286 shareholders, not including those
shareholders who hold their shares in "street name."

DIVIDENDS

Holders of the Common Stock are entitled to receive such dividends as may be
declared by our Board of Directors. No dividends have been declared with respect
to our Common or Preferred Stock and none are anticipated in the foreseeable
future.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with our
financial statements and the related notes to those statements included in "Item
8, Financial Statements and Supplementary Data" and with "Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this Form 10-K. The selected financial data has been
derived from our audited and unaudited, reviewed financial statements.

Statement of Operations:
------------------------
Period From
March 7, 2007
(Inception
Year Ended June 30, of Dev. Stage) To
------------------------------ June 30,
2009 2008 2009
-------------- ------------- --------------

Net revenues $ -- $ -- $ --
Gross profit $ -- $ -- $ --
Total operating expenses $ 10,107,126 $ 3,074,193 $ 13,283,499
Loss from operations $ (10,107,126) $ (3,074,193) $ (13,283,499)
Other income (expense) $ (686,445) $ (270,516) $ (956,961)
Provision for income tax $ -- $ -- $ --
Net income (loss) $ (10,793,571) $ (3,344,709) $ (14,240,460)

Net income (loss) per share - basic and
fully diluted $ (0.03) $ (0.03)
============= =============
Weighted common shares outstanding 331,716,281 101,598,918
============= =============

Balance Sheet:
--------------

Year Ended Year Ended
June 30, 2009 June 31, 2008
------------------ ------------------

Cash $ 45,300 $ 179
Current assets $ 45,300 $ 179
Total assets $ 440,560 $ 179
Current liabilities $ 3,866,251 $ 2,068,598
Total liabilities $ 3,891,488 $ 2,068,598
Total stockholders' equity $ (3,450,928) $ (2,068,419)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with our consolidated
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward-looking
statements made by, or on, our behalf. We disclaim any obligation to update
forward-looking statements.

OVERVIEW

Our current operations are limited to providing funding to, and making approved
capital expenditures for, our Joint Venture Partner, Hispaniola Ventures, LLC
("Hispaniola"). It is Hispaniola that will engage in the actual search for,
diving to, and recovery of, the cargo and artifacts. In the roles just
described, and pursuant to our Joint Venture Agreement (the "JVAgreement"), we
intend to pursue recovery of two vessels we call Operation Mystery Galleon and
Operation Abrojos which includes, without limitation, an operation to the
Serranilla and Bajo Nuevo Banks in the Caribbean Sea in attempts to recover
treasure from a Spanish Galleon (Mystery Galleon) and, an operation to the South
Reef on the Silver Bank, North of the Dominican Republic to recover treasure
from an English Corsair (Abrojos). Marine Exploration Inc and Hispaniola
Ventures LLC are currently undergoing preliminary operations off the coast of
the Dominican Republic. On December 11, 2008, Marine Exploration Inc's 128 ft
operations vessel, the M/V Hispaniola, was launched for its primary missions,
"Operation Mystery Galleon" and "Operation Abrojos". Equipment purchasing,
research, and marine vessel restoration were completed by launch date. Capital
formation and crew training are ongoing. On March 1 2009, the crew of the M/V
Hispaniola began their preliminary survey operations of prospective target sites
within the mission parameters. Data analysis has commenced and is ongoing.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the years ended June 30, 2009 and 2008
During our fiscal years ended June 30, 2009 and 2008 we did not generate any
revenues. We have a net loss of $14,240,460 from inception period, to June 30,
2009. This compares to a net loss of $10,793,571 for the period of June 30,
2008, to June 30, 2009, and a net loss of $3,344,709 for the year ended June 30,
2008. We had compensatory stock issuances of $8,432,961 from June 30, 2008 to
June 30, 2009, compared to $1,310,999 from June 30, 2007 to June 30, 2008. We
have interest payables of $141,564 for the period ended June 30, 2009, compared
to $22,085 for the period ended June 30, 2008. Since March 7, 2007 we have
incurred $2,298,460 for operating activities. Of this total, we have used
$1,405,068 for operating activities in the year end period of June 30, 2009, and
$827,212 for the year end period of June 30, 2008.

Because we have not generated any revenues from operations, following is our
Plan of Operation.

PLAN OF OPERATION

We manage and evaluate the operating results of the business by and through our
return on investments in one primary segment, shipwreck exploration. We do not
allocate any of the funds for breakdown, nor do we purchase any of the equipment
used for this activity. We simply fund the project and receive twenty-five
percent of the gross proceeds derived from these operations, in the event that
there are any gross proceeds to distribute from the Joint Venture. Thus we are
unable to discern how our funds will be applied by Hispaniola Ventures. However,
it is reasonable to presume that portions will be used by it to pay general and
administrative expenses, for the purchase of equipment, to obtain licenses and
permits and to charter or lease marine equipment and services.

Any remaining balance of the funds will be held in reserve and used by it for
business purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent
of the proceeds derived from the recovery must be paid to the government in
whose waters the treasure is recovered. The next twenty-five percent will be
received by Hispaniola. The remainder will be received by us.

Shipwreck Exploration - This segment handles all shipwreck exploration and
recovery, including marketing and sales of recovered artifacts, replicas,
merchandise and media. Shipwreck Exploration departments are our joint venture
partner, Hispaniola Ventures, LLC's marine operations, archaeology, conservation
and research, sales and business development, and corporate administration.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009 we had $45,300 in cash and cash equivalents.

At June 30, 2008 and 2009 the Company had notes payable to related party
shareholders of $84,300 and $44,537, unsecured and bearing interest at 10% -
12%, with $19,300 currently due and $25,237 due in December 2010.

The Company in fiscal year 2008 borrowed cash of $950,800 under notes payable
with a face amount of $1,553,500. The difference between the face amount of the
notes and the cash received, $602,700, is amortized to interest expense over the
life of the notes. Total amortized interest expense under these notes in fiscal
year 2008 was $246,478, leaving an unexpensed note discount at June 30, 2008 of
$356,222. One of the notes also bears interest at 7.81% per annum on $300,000
and calls for minimum bi-monthly interest payments of $976. The amount of these
notes remaining outstanding at June 30, 2008 was $1,380,500, with due dates from
January 2009 through May 2009. All but $65,000 of the notes are secured by all
Company assets. The notes have no provision for face amount reduction upon
prepayment before the due dates. Total interest expense in fiscal year 2008
under all notes payable was $270,516, with accrued interest payable at June 30,
2008 of $22,085.

The Company in fiscal year 2009 borrowed cash of $430,000 under notes payable
with a face amount of $656,000, with $600,000 secured by all Company assets and
the remainder of $56,000 unsecured. The difference between the face amount of
the notes and the cash received, $226,000, is amortized to interest expense over
the life of the notes. The notes have no provision for face amount reduction
upon prepayment before the due dates. Total amortized interest expense under all
discounted notes in fiscal year 2009 was $560,236, leaving an unexpensed note
discount at June 30, 2009 of $21,986. One of the 2009 discounted notes calls for
the lender to receive one tenth of one percent of gross treasure recoveries made
before August 29, 2009, and another calls for the Company to pay the lender 2.5%
of any gross proceeds resulting from specific salvage operation. The Company
also began paying 10% per annum interest on $10,500 of the 2008 notes. In
addition to the discounted notes, the Company borrowed $25,000 under an
unsecured, due on demand note bearing interest at 5% per annum if paid in cash,
and 10% if paid in stock, and $5,000 under an unsecured, due on demand note
bearing interest at 10% per annum, convertible at a future negotiated time and
price. Also, the Company borrowed $700,000 under a five year, 12% interest note
secured by the Company ship. This note became currently due in 2009 as the
Company was unable to make the monthly principal and interest payments of
$15,571. Additionally the Company borrowed $797,801 under non-interest bearing,
unsecured, due on demand notes convertible at a future negotiated time and
price.

The amount of all notes remaining outstanding at June 30, 2009 was $3,330,838,
with $3,305,601 currently due and $25,237 due in fiscal year 2011. Total
interest expense in fiscal year 2009 under all notes payable was $686,445, with
accrued interest payable at June 30, 2009 of $141,564.

Operations have been funded to date by loans from stockholders. Based upon our
current expectations, we believe our cash and cash equivalents, cash generated
from operations and proceeds contributed by our shareholders from our recent
borrowing will satisfy our working capital requirements for fiscal year 2009.
The Company has suffered recurring losses from operations and has a working
capital deficit and stockholders' deficit which raise substantial doubt about
the Company's ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial institutions.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going concern.

However, we anticipate we will continue to incur net losses throughout fiscal
year 2009. Our ability to generate net income in future periods is dependent
upon the success of our ability to provide funding to our joint venture partner,
Hispaniola Ventures, LLC to enable its recovery and monetizing high-value
shipwrecks. At the present time we cannot determine how long that process may
take us. If cash flow is not sufficient to meet our projected business plan
requirements, we will be required to raise additional capital in fiscal year
2009. While we have been successful in raising the necessary funds in the past,
there can be no assurance that we can continue to do so.

We anticipate that we will need approximately $1,690,600 over the next 12 months
to implement our business plan. While we have nothing in writing confirming any
obligation to do so, we expect to fund this capital need through loans from
existing stockholders or other investors. There are no assurances that we will
receive these funds and our failure to obtain the necessary funding will
jeopardize the successful implementation of our business plan. If raised, all of
this funding will go directly to our JV Partner, Hispaniola Ventures, LLC. We do
not allocate any of the funds for breakdown, nor do we purchase any of the
equipment used for this activity. We simply fund the project and receive
twenty-five percent of the gross proceeds derived from these operations, in the
event that there are any gross proceeds to distribute from the Joint Venture, of
which there can be no assurance. Therefore, we have no control over how these
funds are spent and are unable to discern how our funds will be applied by
Hispaniola Ventures. However, we expect that portions will be used by it to pay
general and administrative expenses, for the purchase of equipment, to obtain
licenses and permits and to charter or lease marine equipment and services. Any
remaining balance of the funds will be held in reserve and used by it for
business purposes. See Part I, Item 1A, "Risk Factors." Typically, fifty percent
of the proceeds derived from the recovery must be paid to the government in
whose waters the treasure is recovered. The next twenty-five percent will be
received by Hispaniola. The remainder will be received by us.

Based upon our current expectations, we believe our cash and cash equivalents
and proceeds contributed by our shareholders from our recent borrowing will
satisfy our working capital requirements for fiscal year 2009. However, we
anticipate we will continue to incur net losses throughout fiscal year 2009. Our
ability to generate net income in future periods is dependent upon the success
of our ability to provide funding to our joint venture partner, Hispaniola
Ventures, LLC, to enable its recovery and monetizing high-value shipwrecks. At
the present time we cannot determine how long that process may take us. If cash
flow is not sufficient to meet our projected business plan requirements, we will
be required to raise additional capital in fiscal year 2009. While we have been
successful in raising the necessary funds in the past, there can be no assurance
that we can continue to do so.

We do not engage in off-balance sheet financing arrangements and have no
interest in limited purpose entities such as special purpose entities (SPEs) and
structured finance entities.

INFLATION

Although our operations are influenced by general economic conditions, we do not
believe that inflation had a material effect on our results of operations during
the year ended June 30, 2009.

CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES

There have been no material changes in our critical accounting estimates since
June 6, 2007, nor have we adopted any accounting policy that has or will have a
material impact on our consolidated financial statements.

Critical Accounting Estimates

We prepare our financial statements in accordance with generally accepted U.S.
accounting practices. Our analysis of our financial position and results of
operations is based upon the financial statements, estimates and judgments (see
Note A to the Financial Statements). Critical accounting estimates provided
reflect significant judgment and uncertainties. We have identified the following
critical accounting estimates and discussed the development, selection and
disclosure of these policies with our audit committee.

Contractual Obligations

There are no new FASB pronouncements which affect Marine Exploration, Inc.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Loss resulting from changes in interest rates, currency exchange rates,
commodity prices and equity prices constitute market risk. Marine does believe
it has material market risk exposure and Marine has not entered into market risk
sensitive instruments to mitigate these risks or for trading or speculative
purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MARINE EXPLORATION, INC.
(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008 and 2009

TABLE OF CONTENTS

Page

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM F-2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheets F-3
Consolidated statements of operation F-4
Consolidated statements of stockholders' equity F-5
Consolidated statements of cash flows F-6
Notes to consolidated financial statements F-8

F-1

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Marine Exploration, Inc.
Denver, Colorado

I have audited the accompanying consolidated balance sheets of Marine
Exploration, Inc. (a development stage company) as of June 30, 2008 and 2009,
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended, and for the period from March 7, 2007
(inception of the development stage) through June 30, 2009. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Marine Exploration,
Inc. as of June 30, 2008 and 2009, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended, and
for the period from March 7, 2007 (inception of the development stage) through
June 30, 2009 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficit and stockholders' deficit. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 7. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Aurora, Colorado /s/ Ronald R. Chadwick, P.C.
September 8, 2009 ----------------------------
RONALD R. CHADWICK, P.C.

F-2

MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

June 30, June 30,
2008 2009
------------ ------------
ASSETS

Current assets
Cash $ 179 $ 45,300
------------ ------------
Total current assets 179 45,300
------------ ------------

Fixed assets -- 435,149
Accumulated depreciation -- (39,889)
------------ ------------
-- 395,260
------------ ------------

Total Assets $ 179 $ 440,560
============ ============

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable $ 99,242 $ 201,055
Accounts payable - related party 338,693 76,050
Notes payable - related party 84,300 19,300
Notes payable - current portion 1,380,500 3,305,601
Interest payable 22,085 141,564
Original issue discount (356,222) (21,986)
Stock subscriptions payable 500,000 34,667
Other payables 110,000
------------ ------------
Total current liabilties 2,068,598 3,866,251
------------ ------------

Notes payable -- 25,237
------------ ------------
-- 25,237
------------ ------------

Total Liabilities 2,068,598 3,891,488
------------ ------------

Stockholders' Equity
Preferred stock, $.001 par value;
1,000,000 shares authorized;
none issued or outstanding -- --
Common stock, $.001 par value;
500,000,000 shares uthorized;
105,923,501 (2008) and
448,424,765 (2009) shares issued
and outstanding 105,924 448,424
Additional paid in capital 13,418,707 22,487,269
Accumulated deficit (including$7,099,889
accum. during the development stage) (15,593,050) (26,386,621)
------------ ------------

Total Stockholders' Equity (2,068,419) (3,450,928)
------------ ------------

Total Liabilities and
Stockholders' Equity $ 179 $ 440,560
============ ============

The accompanying notes are an integral part of the consolidated
financial statements.

F-3

MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

Period From
March 7, 2007
(Inception of
Year Ended Year Ended Dev. Stage
June 30, 2008 June 30, 2009 To June 30, 2009
-------------- -------------- --------------

Revenues $ -- $ -- $ --
-------------- -------------- --------------
-- -- --

Operating expenses:
Depreciation -- 39,889 39,889
Compensatory equity issuances 1,310,999 8,432,962 9,744,961
Compensatory subscriptions payable 500,000 34,667 534,667
General and administrative 1,263,194 1,599,608 2,963,982
-------------- -------------- --------------
3,074,193 10,107,126 13,283,499
-------------- -------------- --------------

Gain (loss) from operations (3,074,193) (10,107,126) (13,283,499)
-------------- -------------- --------------

Other income (expense):
Interest expense (270,516) (686,445) (956,961)
-------------- -------------- --------------

Income (loss) before
provision for income taxes (3,344,709) (10,793,571) (14,240,460)

Provision for income tax -- -- --

Net income (loss) $ (3,344,709) $ (10,793,571) $ (14,240,460)
============== ============== ==============

Net income (loss) per share
(Basic and fully diluted) $ (0.03) $ (0.03)
============== ==============

Weighted average number of
common shares outstanding 101,598,918 331,716,281
============== ==============

The accompanying notes are an integral part of the consolidated
financial statements.

F-4

MARINE EXPLORATION, INC.
(Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock
---------------------------- Additional Stock-
Amount Paid in Accumulated holders'
Shares ($.001 Par) Capital Deficit Equity
------------ ------------ ------------ ------------ ------------

Balances at June 30, 2007 100,168,501 $ 100,169 $ 12,113,463 $(12,248,341) $ (34,709)

Compensatory stock
issuances 5,755,000 5,755 651,345 -- 657,100

Compensatory
warrant issuances -- -- 653,899 -- 653,899

Income (loss) for
the year -- -- -- (3,344,709) (3,344,709)
------------ ------------ ------------ ------------ ------------

Balances at June 30, 2008 105,923,501 $ 105,924 $ 13,418,707 $(15,593,050) $ (2,068,419)

Compensatory stock
issuances 132,009,104 132,008 8,158,472 -- 8,290,480

Sales of common
stock 225,167,000 225,167 (174,167) -- 51,000

Cancellation of
shares (50,000,000) (50,000) 50,000 -- --

Debt to equity
conversions 30,325,160 30,325 396,775 -- 427,100

Shares issued in
fufillment of
stock
subscription payable 5,000,000 5,000 495,000 -- 500,000

Compensatory
warrant issuances -- -- 142,482 -- 142,482

Income (loss) for
the year -- -- -- (10,793,571) (10,793,571)
------------ ------------ ------------ ------------ ------------

Balances at June 30, 2009 448,424,765 $ 448,424 $ 22,487,269 $(26,386,621) $ (3,450,928)
============ ============ ============ ============ ============

The accompanying notes are an integral part of the consolidated
financial statements.

F-5

MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Period From
March 7, 2007
(Inception of
Dev. Stage)
Year Ended Year Ended To
June 30, 2008 June 30, 2009 June 30, 2009
------------ ------------ ------------

Cash Flows From Operating Activities:
Net income (loss) $ (3,344,709) $(10,793,571) $(14,240,460)

Adjustments to reconcile
net loss to net cash
provided by (used for)
operating activities:

Depreciation -- 39,889 39,889
Compensatory equity issuances 1,310,999 8,432,962 9,744,961
Accounts payable 99,242 101,813 201,055
Related party payables 338,693 (10,543) 363,150
Interest payable 22,085 119,479 141,564
Interest expense - note discount 246,478 560,236 806,714
Other payables 110,000 110,000
Stock subscriptions payable 500,000 34,667 534,667
------------ ------------ ------------
Net cash provided by
(used for)operating
activities (827,212) (1,405,068) (2,298,460)
------------ ------------ ------------

Cash Flows From Investing Activities:

Fixed assets -- (435,149) (435,149)
------------ ------------ ------------
Net cash provided by
(used for) investing
activities -- (435,149) (435,149)
------------ ------------ ------------

(Continued On Following Page)

The accompanying notes are an integral part of the consolidated
financial statements.

F-6

MARINE EXPLORATION, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued From Previous Page)

Period From
March 7, 2007
(Inception of
Dev. Stage)
Year Ended Year Ended To
June 30, 2008 June 30, 2009 June 30, 2009
------------ ------------ ------------

Cash Flows From Financing Activities:
Sales of common stock -- 51,000 117,000
Paid in capital 471
Notes payable - borrowings 1,000,100 1,989,438 2,989,538
Notes payable - payments (173,000) (155,100) (328,100)
----------- ----------- -----------
Net cash provided by
(used for) financing
activities 827,100 1,885,338 2,778,909
----------- ----------- -----------

Net Increase (Decrease) In Cash (112) 45,121 45,300

Cash At The Beginning Of The Period 291 179 --
----------- ----------- -----------

Cash At The End Of The Period $ 179 $ 45,300 $ 45,300
=========== =========== ===========

Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------

In fiscal year end 2008 the Company converted $35,000 in related party
payables to notes payable, and borrowed $950,800 in cash from lenders in
exchange for note payable face amounts of $1,553,500. In fiscal year 2009
the Company converted $252,100 in related party payables and $175,000 in
notes payable into 30,325,160 common shares, and borrrowed $1,989,438 in
cash from lenders in exchange for note payable face amounts of $2,215,438.

Supplemental Disclosure

Cash paid for interest $ 1,953 $ 6,730 $ 8,683

Cash paid for income taxes $ -- $ -- $ --

The accompanying notes are an integral part of the consolidated
financial statements.

F-7

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Marine Exploration, Inc. (the "Company"), was originally incorporated in the
State of Delaware on June 27, 1996 under the name Jenkon International, Inc. The
Company changed its name in May 2000 to Multimedia KID, Inc., and again in
August 2006 to Syco, Inc. In April 2007 the Company reorganized as a Colorado
corporation and changed its name to Marine Exploration, Inc.

On May 11, 2007, in an acquisition classified as a transaction between parties
under common control, Marine Exploration, Inc. acquired all the outstanding
common shares of Marine Exploration International, Inc. (100,100,000 Marine
Exploration, Inc. common shares were issued for an equal number of common shares
of Marine Exploration International, Inc.), making Marine Exploration
International, Inc. a wholly owned subsidiary of Marine Exploration, Inc. Marine
Exploration International, Inc. was incorporated in the State of Nevada on March
7, 2007 to engage in marine treasure hunting expeditions. The results of
operations of Marine Exploration, Inc. and Marine Exploration International,
Inc. have been consolidated from March 7, 2007 forward. The Company commenced
its new business of marine treasure hunting in March 2007, but has not yet
generated significant revenues, and is therefore considered a development stage
company.

Principles of consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of
Marine Exploration, Inc. and its wholly owned subsidiary. All intercompany
accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents
-------------------------

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Fiscal year
-----------

The Company employs a fiscal year ending June 30.

F-8

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Income tax
----------

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Net income (loss) per share
---------------------------

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.

Revenue recognition
-------------------

Revenue is recognized on an accrual basis as earned under contract terms.

Property and equipment
----------------------

Property and equipment are recorded at cost and depreciated under the straight
line method over each item's estimated useful life. At June 30, 2009 the Company
had an ocean vessel balance of $435,149 with corresponding accumulated
depreciation of $39,889. Depreciation expense for 2009 was $39,889.

Financial Instruments
---------------------

The carrying value of the Company's financial instruments, including cash and
cash equivalents and accrued payables, as reported in the accompanying balance
sheet, approximates fair value.

F-9

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Stock based compensation
------------------------

The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are recorded
based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration received
or the fair value of the equity instrument, whichever is more reliably
measurable.

Products and services, geographic areas and major customers
-----------------------------------------------------------

The Company plans to generate revenue from the sale of salvaged marine treasure.
Sales are anticipated to be to external customers, either domestic or foreign.

NOTE 2. RELATED PARTY TRANSACTIONS

The Company at June 30, 2008 and 2009 had $338,693 and $76,050 due to entities
under common control for working capital advances. The Company uses a transfer
agent controlled by a major shareholder. Fees paid to the transfer agent in
fiscal year end 2008 and 2009 were $1,677 and $14,431. In 2009 the Company paid
$5,000 in rent to an entity controlled by a major shareholder. Although no
specific lease terms have been set, the Company may pay rent to the entity on a
verbal, ongoing, as requested basis from time to time.

NOTE 3. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial
statement and income tax recognition of net operating losses. These loss
carryovers are limited under the Internal Revenue Code should a significant
change in ownership occur. The Company accounts for income taxes pursuant to
SFAS 109. The Company's losses prior to 2005 were incurred primarily by a
foreign subsidiary several years prior in an unrelated business. The Company
believes these losses to have limited value for U.S. tax purposes. The Company's
accrual of net operating loss carryforwards is from 2005 forward. At June 30,
2008 and 2009 the Company had net operating loss carryforwards of approximately
$2,800,000 and $13,400,000 which begin to expire in 2027. The deferred tax asset
of $558,000 and $2,687,000 created by the net operating loss has been offset by
a 100% valuation allowance. The change in the valuation allowance in 2008 and
2009 was $536,500 and $2,129,000.

F-10

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. NOTES PAYABLE

F-11

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. STOCKHOLDERS' EQUITY

Common stock
------------

In fiscal year 2008 the Company issued 130,000 common shares for consulting
services valued at $19,100, and issued 5,625,000 common shares valued at
$638,000 as additional compensation for amounts borrowed under notes payable.
Share valuation was based on the market price of the Company's shares on the
date of issuance. The Company also recorded a stock subscription payable of
$500,000 based on 5,000,000 owed but unissued common shares, also incurred as
additional compensation for a note payable.

Stock options and warrants
--------------------------

At June 30, 2008 and 2009 the Company had stock options and warrants outstanding
as described below.

Non-employee stock options and warrants
---------------------------------------

F-12

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. STOCKHOLDERS' EQUITY (Continued):

NOTE 6. COMMITMENTS

The Company in March 2007 entered into a joint venture agreement (the
"Agreement") to fund a salvage and treasure recovery operation for certain
specific projects. The Agreement calls for the Company to provide working
capital of $17,000 per month from the date of the Agreement forward, plus
$300,000 in funding 90 days from the initial date of trading of the Company's
stock, plus additional amounts as earned under contract terms. In return for
providing funding the Company is to receive 25% of any treasure recovery. The
Agreement may be terminated by either of the participating parties anytime after
December 31, 2010 with 90 days notice, or may be terminated anytime upon default
of payment with 60 days notice. The Company's accounting policy is to expense
funded amounts. In 2008 and 2009 the Company expensed amounts funded under the
Agreement of $1,032,386 and $227,164, which are included in general and
administrative expenses on the statements of operations for those respective
years. The Company's remaining minimum obligation at June 30, 2009 under the
Agreement, assuming no cancellation due to default, is approximately $102,000.
Any default under the Agreement by the Company would result in the loss of its
share of any treasure discoveries under the Agreement.

NOTE 7. GOING CONCERN

The Company has suffered recurring losses from operations and has a working
capital deficit and stockholders' deficit which raise substantial doubt about
the Company's ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial institutions.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going concern.

F-13

MARINE EXPLORATION, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. CONTINGENCIES

In October 2008 a creditor filed suit against the Company in the Circuit Court
of Cook County, Illinois alleging failure to perform under note terms and
seeking amounts due and damages of at least $730,000 plus costs. The Company has
counterclaimed against the creditor for breach of contract. The dispute is
currently ongoing and the outcome is unknown.

F-14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an
evaluation under the supervision and with the participation of our management,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period
covered by this report

The Company, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Chief
Financial Officer, performed an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of June 30,
2009. Based on that evaluation, because of the material weakness in internal
control over financial reporting described below, ,the Chief Executive Officer
and the Chief Financial Officer concluded that the Company's disclosure controls
and procedures were not effective of June 30, 2009.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our
assets;

(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made on in accordance with authorizations
of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In making this assessment, Management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Management's assessment of the
effectiveness of the small business issuer's internal control over financial
reporting as of the year ended June 30, 2009, is that we believe that internal
control over financial reporting has not been effective. We have identified
certain material weaknesses of accounting relating to a shortage of accounting
and reporting personnel due to limited financial resources and the size of our
Company. This material weakness can lead to the following:

o An inability to ensure there is timely analysis and review of
accounting records, spreadsheets, and supporting data; and

o an inability to effectively monitor access to, or maintain effective
controls over changes to, certain financial application programs and
related data.

Considering the nature and extent of our current operations and any risks or
errors in financial reporting under current operations and the fact that we have
been a small reporting company with limited employees caused a weakness in
internal controls involving the areas disclosed above.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There was no change in our internal control over financial reporting that
occurred during the fiscal year ended June 30, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Following is a list of our officers and directors:

Name Age Position
---------------------- --- --------------------------------------

Paul D. Enright 47 President, Director

Robert L. Stevens 43 Vice President, Financial
Communications

Mark Goldberg 52 Chief Executive Officer

Miguel Thomas Gonzalez 33 Secretary, Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business experience
of our executive officer and directors for the past five years.

Mr. Paul Enright from 2003 -2005 has been an Independent Consultant for Public
Companies. Mr. Paul Enright is also a partner and founder of Hoss Capital LLC
from 02/21/07 to current and also partner and founder of Technology Partners LLC
from 01/11/2006 to current and is an acting Manager in both LLC's. In April of
2008 to December of 2008 Mr. Paul Enright has acted as the Vice -President of
Business Development for Marine Exploration Inc. Effective December 10, 2008,
Marine Exploration Inc announced that it has appointed Paul D. Enright to the
current position of President and Director. Mr Enright devotes approximately all
of his business time to our affairs.

Robert Stevens from 2001-2005 was founder and Chairman of X-Clearing Corporation
a transfer agent with no involvement of day to day activities. Since 1998, Mr.
Stevens has also been the President and sole shareholder of A Squared Holdings
Corp., a Colorado corporation engaged in consulting and martial arts
instruction. Mr. Stevens is also a partner and founder of Hoss Capital LLC from
02/21/07 to current and also partner and founder of Technology Partners LLC from
01/11/2006 to current and is an acting Manager in both LLC's. In April of 2008
to current Mr. Robert Stevens has acted as the Vice -President of Financial
Communications for Marine Exploration Inc. Mr Stevens devotes approximately 75
percent of his business time to our affairs.

Mark Goldberg has served as an officer and consultant to various public and non
public companies from 2001 to the present. In 2001 Mr. Goldberg was nominated
for a Tony award as the producer for the Broadway show Bells are Ringing and
also helped produced the off Broadway show Summer of 42. Mr. Goldberg was a
registered stockbroker and manager with various brokerage firms from 1979
through 2001. He received his BS in Marketing from C.W. Post Long Island
University (Brookville, NY) and his AAS in Marketing from Nassau Community
College (Garden City, NY). Mr Goldberg devotes approximately all of his business
time to our affairs.

Mr. Miguel Thomas Gonzalez has acted as our president, secretary and a director
since May 8, 2007 to December 10, 2008, where after, he has resigned from the
position of President and has retained the current position of secretary and
director to current date. From 2006 to present Mr. Gonzalez has acted as Manager
and sole owner of MTG Financial Services, LLC, a Denver Colorado company which
provides corporate and directive services and sells side analytics for hedge
funds. From 2004 to 2006 Mr. Gonzalez acted as a professional research associate
of Immunology at the University of Colorado Health Science Center in Denver
Colorado. Prior to 2004, he was a student and research laboratory assistant at
the University of Colorado Boulder in the areas of Molecular, Cellular, and
Developmental Biology and Biochemistry in Boulder, Colorado. Mr. Gonzalez also
serves as a Director of Riverside Technologies, Inc. In 2004, Mr. Gonzalez
graduated from the University of Colorado with a Bachelor of Science degree in
Molecular Cellular Developmental Biology and Biochemistry. Mr. Gonzalez devotes
substantially all of his business time to our affairs.

Mr. Gonzalez, Mr. Stevens, Mr. Goldberg and Mr. Enright do not have professional
training or technical credentials in the marine exploration, development and
operation of salvage vessels or in the collection and sales of salvaged
artifacts.

ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our inception on March 7, 2007 (inception of
the development stage) through June 30, 2009.

Non-Equity Non-qualified
Stock Option Incentive Deferred All Other Total
Name and Principal Salary Bonus Awards Awards Plan Compensation Compensation Compensation
Position Year ($) ($) ($) ($) Compensation Earnings ($) ($)
-------------------------------------------------------------------------------------------------------------------------------

Miguel Thomas 2009 $48,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $48,000
Gonzales(1),Secretary

Mr. Robert Stevens
Vice President of
Financial
Communications 2009 up to $30,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 up to $360,000
Per month
Mr. Paul Enright
President 2009 up to $30,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 up to $360,000
Per month
Mr. Mark Goldberg
Chief Executive officer 2009 up to $30,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 up to $360,000
Per month

(1) Mr. Gonzalez receives an annual salary of $48,000 per year which salary is
paid by MTG Financial Services, LLC for management services that he provides to
it as well as to us.

STOCK OPTION PLAN

We have not adopted a stock plan as of the date of this report. We may adopt a
stock plan in the future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
report, and by the Officers and Directors, individually and as a group. The
percent of class is based on 448,424,765 shares of common stock issued and
outstanding as of June 30, 2009. Except as otherwise indicated all shares are
owned directly.

Amount of Percent
Title of Name and address Of beneficial of class
Class beneficial owner ownership
------------ -------------------------- ------------ ---------

Common Stock Kingoro Inc. (1) 30,000,000 6.69%
535 16th Street,
Suite 820 Denver, CO 80202

Common stock MTG Financial Services, LLC (2)
535 16th Street, 625,000 0.14%
suite 820 Denver, CO 80202

Common Stock Hoss Capital, LLC (3) 32,140,500 7.16%
535 16th Street,
Suite 820 Denver, CO 80202

Common Stock Technology Partners, LLC (4) 8,262,704 1.84%
535 16th Street,
Suite 820 Denver, CO 80202

Common Stock Robert L. Stevens Family Trust (5) 24,680,000 5.50%
535 16th Street,
Suite 820 Denver, CO 80202

Common Stock Paul Enright Family Trust (6) 24,700,000 5.50%
535 16th Street,
Suite 820 Denver, CO 80202

Common Stock WestMountain Prime, LLC 50,000,000 11.15%
103 W Mountain Ave,
Fort Collins, CO 80524

Common Stock WestMountain Asset Management, Inc. 175,000,000 39.02%
123 North College Ave., Suite 200
Fort Collins, CO 80524

Total for all Members of Management: 120,408,204 26.85%

Total for all Certain Beneficial Owners: 225,000,000 50.17%

Total for all Members of Management
and Certain Beneficial Owners: 345,408,204 77.02%

1. Kingoro Inc is managed by Mark Goldberg, Chief Executive Officer
2. Mr. Gonzalez is the Secretary, and a Director for the Company. His shares
are beneficially owned through his solely owned company MTG Financial
Services, LLC, a Colorado limited liability company, which owns 625,000
shares of the Company's common stock.
3. Hoss Capital, LLC is owned in equal percentages by Robert L. Stevens, VP of
Financial Communication, and, Paul D. Enright, President and a Director.
4. Technology Partners, LLC is owned in equal percentages by Robert L.
Stevens, VP of Financial Communication, and, Paul D. Enright, President and
a Director.
5. Robert L. Stevens is the trustee of the Robert L. Stevens Family Trust and
the Stevens family members are the beneficiaries.
6. Paul D. Enright is the trustee of the Paul D. Enright Family Trust and the
Enright family members are the beneficiaries. 13

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 11, 2007, in an acquisition classified as a reverse merger transaction
between parties under common control, we acquired all the outstanding common
shares of Marine Exploration International, Inc. wherein we issued 100,100,000
shares of our common stock for an equal number of common shares of Marine
Exploration International, Inc., making Marine Exploration International, Inc. a
wholly owned subsidiary of our Company. Marine Exploration International, Inc.
was incorporated in the State of Nevada on March 7, 2007 to engage in marine
treasure hunting expeditions.

Technology Partners, LLC, an entity owned Robert Stevens and Paul Enright, an
officer and principal shareholder, provides us office space under its lease
without charge, wherein office space is provided at no cost until such time or
until the Company is able to reimburse the hard cost of rent, which at current
is $3,850 per month. We believe this arrangement will meet our needs and
continue for the foreseeable future.

At June 30, 2008 and 2009 we had $338,693 and $95,340 due to Technology
Partners, LLC and Hoss Capital, LLC for working capital advances. These entities
are owned by Robert Stevens and Paul Enright, respectively, officers and
principal shareholders of our Company. These loans are demand notes, not
memorialized in any separate written agreements. These loans could conceivably
be converted into equity securities which would result in further dilution to
our shareholders at the time of such conversion. These loans have no set
interest rate or any other specific repayment terms. Thus, repayment could occur
on terms that are detrimental to us. This Indebtedness is expected to be repaid
from profits earned by and through the Joint Venture. The Indebtedness is not
memorialized by any written agreement.

We use a transfer agent controlled by Robert Stevens, a major shareholder. Fees
paid to the transfer agent in fiscal year end 2008 and 2009 were $1,677 and
$11,040.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees And Services
The following table presents fees for professional audit services rendered by
Ronald R. Chadwick, P.C. for the years ended June 30, 2009 and 2008.

June 30, 2009 June 30, 2008
------------- -------------
Audit Fees $ 12,000 $ 12,000
Audit Related Fees -- --
Tax Fees -- --
All Other Fees -- --
------------- -------------
Total $ 12,000 $ 12,000
============= =============

AUDIT FEES

Audit fees consist of amounts billed for professional services rendered for the
audit of our annual consolidated financial statements included in our Annual
Reports on Forms 10-K and 10-KSB, and reviews of our interim consolidated
financial statements included in our Quarterly Reports on Form 10-Q and 10-QSB,
and our Registration Statement on Form SB-2, including amendments thereto, which
was completed in September 2007.

TAX FEES

Tax fees consist of amounts billed for professional services rendered for tax
return preparation, tax planning and tax advice. ALL OTHER FEES Other fees
consist of amounts billed for services other than those noted above.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is hereby incorporated by reference under
the heading "Independent Auditor Fees" of the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held on December 4, 2009.

Indemnification Provisions
--------------------------
Under our bylaws and certain consulting and employment agreements, we have
agreed to indemnify our officers and directors for certain events arising as a
result of the officer's or director's serving in such capacity. The term of the
indemnification agreement is as long as the officer or director remains in the
employment of the company. The maximum potential amount of future payments we
could be required to make under these indemnification agreements is unlimited.

Critical Accounting Estimates
-----------------------------
The discussion and analysis of our financial position and results of operations
is based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the U.S. The preparation of
these financial statements requires us to make estimates and judgments that
affect our financial position and results of operations. See Note A to the
Financial Statements for a description of our significant accounting policies.
Critical accounting estimates are defined as those that are reflective of
significant judgment and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We have identified
the following critical accounting estimates. We have discussed the development,
selection and disclosure of these policies with our audit committee.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is a complete list of exhibits filed as part of this Form 10K.
Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of
Regulation S-K.

Exhibit No. Description

31.1 Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Office Pursuant to 18 U.S.C.
Section 1350

32.2 Certification of Chief Financial Office Pursuant to 18 U.S.C.
Section 1350

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunder duly authorized.

Dated: April 28, 2010 Marine Exploration, Inc.

/s/ Mark Goldberg
-----------------
Mark Goldberg, Chief Executive Officer
(Principal Executive Officer)

/s/ Robert Stevens
------------------
Robert Stevens, Interim Chief Financial Officer
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Dated: April 28, 2010 Marine Exploration, Inc.

/s/ Mark Goldberg
-----------------
Mark Goldberg, Chief Executive Officer,
Principal Accounting Officer and Director

/s/ Paul Enright
----------------
Paul Enright, President and Director

/s/ Robert Stevens
------------------
Robert Stevens, Interim Chief Financial Officer
and Director

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