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

                                 ______________

                                   FORM 10-KSB
                                 ______________


(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, 2007

|_|  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
 incorporation or organization)                             Identification No.)


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

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

                                 Not Applicable
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

                                 ______________

     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|

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. |X| Yes |_| No

     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. |_|


<PAGE>

     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 68,501 shares of voting stock held by
non-affiliates of Marine Exploration, Inc. as of June 30, 2007 approximated
$72,611. As of June 30, 2007, the Registrant had 100,168,501 shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

             PART I

Item 1.      Business                                                          1

Item 1A.     Risk Factors                                                      4

Item 1B.     Unresolved Staff Comments                                         6

Item 2.      Properties                                                        6

Item 3.      Legal Proceedings                                                 6

Item 4.      Submission of Matters to a Vote of Security Holders               7

             PART II

Item 5.      Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities                 7

Item 6.      Selected Financial Data                                           7

Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                         8

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk       13

Item 8.      Financial Statements and Supplementary Data                      13

Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                         13

Item 9A.     Controls and Procedures                                          13

Item 9B.     Other Information                                                13

             PART III

Item 10.     Directors and Executive Officers of the Registrant               14

Item 11.     Executive Compensation                                           14

Item 12.     Security Ownership of Certain Beneficial Owners and Management   15

Item 13.     Certain Relationships and Related Transactions                   16

Item 14.     Principal Accounting Fees and Services                           18

             PART IV

Item 15.     Exhibits and Financial Statement Schedules                       19

SIGNATURES                                                                    19

EXHIBITS INDEX                                                                20


<PAGE>
     As used in this Annual Report on Form 10-K, "we," "us," "our company" and
"Marine" means Marine Exploration, Inc. and our subsidiaries, unless the context
indicates otherwise.


                                     PART I

This Annual Report on Form 10-KSB 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.

ITEM 1.    BUSINESS

Our 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. Neither we nor Hispaniola
have yet begun operations. In the roles just described, and pursuant to our 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 is a Colorado corporation
formed on May 17, 2007.

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.

We anticipate that we will need approximately $1,300,000.00 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 a twenty-five percent
return on our investment, 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.


                                       1
<PAGE>
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 the Company.

We have no commitments for funding from any of sources, there is no obligation
on the part of any individual or entity to loan us money and there is no
guarantee that we will be able to borrow money or will be successful in selling
our securities to raise money. We cannot assure you that our business plan will
ever be implemented.

Legal and Political Issues

Marine works with a leading international maritime lawyer and policy expert to
constantly monitor international legal initiatives that might affect our
projects. As a matter of policy, we begin with the assumption that some entity,
whether a government, private concern or insurance company, may have some rights
to shipwrecks that are slated for search and recovery operations. Based on this
assumption, a rigorous legal analysis is undertaken in order to ascertain which
entities might be able to create roadblocks to a successful project. In some
cases, such as that of HMS Sussex, it was determined that the most prudent
mechanism for moving forward was to negotiate a contract with the owner of the
vessel in order to manage litigation risk.

In other cases, our joint venture partner may enter into an agreement whereby we
purchased the insurance company's interest in the shipwreck and cargo, opening
the way for an immediate grant of title to by the federal court that had
jurisdiction.

To the extent that we engage in shipwreck search and recovery activities in the
territorial, contiguous or exclusive economic zones of countries, intends to
comply with verifiable applicable regulations and treaties. Prior to beginning
operations for any project, the legal and political aspects are carefully
researched to ascertain what effect these issues may have on the potential
success of the operation.

These factors are taken into account in determining whether to proceed with a
project as planned. Other factors, such as the UNESCO Convention for the
Protection of Underwater Cultural Heritage are also taken into consideration.
New political initiatives such as this Convention could restrict access to
historical shipwrecks throughout the world to the extent they might require
compliance with cultural resource management guidelines and regulations. Some of
these will require adherence to strict archaeological practices and we intend to
follow reasonable guidelines in all projects to which they are applicable.

The UNESCO Convention is not expected to impact operations in international
waters, and the United States, the United Kingdom and other major maritime
governments have already stated explicitly that they do not intend to sign the
Convention. Nevertheless, some countries in whose waters we may work may sign
the Convention. While the UNESCO Convention states that artifacts may not be
sold, it also states that this prohibition may not prevent the provision of
archaeological services, and we intend to provide such services in contracts
with governments. We believe the primary value of the cargoes we seek are trade
goods (such as coins, bullion and gems), which are not artifacts of historical,
archaeological or cultural significance and as such should not be subject to the
rule prohibiting sale.

We believe there will be increased interest in the protection of underwater
cultural heritage throughout the oceans of the world. We are uniquely qualified
to provide governments and international agencies with resources to help manage
these resources while providing the public with educational, scientific,
historical and entertainment initiatives that originate from our shipwreck
exploration activities.

                                       2
<PAGE>
Competition
-----------
There are a number of companies who publicly identify themselves as engaged in
aspects of the shipwreck business, but they do not compete directly with us as
an established deep-ocean archeological shipwreck exploration company. These
entities include, but are not limited to, Oddssey Marine Exploration, Subsea
Resources Ltd. (a UK Company), Sovereign Exploration Associates International
Inc. and Admiralty Holding Company. It is possible that some currently unknown
group may locate and recover a shipwreck on our project roster; however, due to
the breadth of our historical and archival research, the already completed sonar
and deep-water ROV inspection efforts, and the number of shipwreck projects in
various stages of development, we do not believe that competition from one or
more of these entities, known or unknown, would materially impact our operating
plan or alter our current business strategy.

Executive Officers of the Registrant

Directors and Officers:
-----------------------

Name of Director                       Age           Office
--------------------------------------------------------------------------------
Miguel Thomas Gonzalez                 31            Director


Name of Executive Officer              Age           Office
--------------------------------------------------------------------------------
Miguel Thomas Gonzalez                 31            President, Secretary, and
                                                     Treasurer

Mr. Miguel Thomas Gonzalez has acted as our president and a director since our
conversion to a Colorado corporation on May 8, 2007. In 2004, Mr. Gonzalez
graduated from the University of Colorado with a Bachelor of Science degree in
Molecular Cellular Developmental Biology and Biochemistry. 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 with the Slansky laboratory in 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 does not have any professional training or technical credentials in
the marine exploration, development and operation of salvage vessels or in the
collection and sales of salvaged artifacts. Mr. Gonzalez intends to devote
approximately 25 percent of his business time to our affairs.

Term of Office
--------------

Our sole Director is elected for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our sole Officer is appointed by our Board of
Directors and will hold office until removed by the Board.

Significant Employees
---------------------

We have no significant employees other than Mr. Gonzalez, our sole Director and
Officer.

Employees
---------

As of December 31, 2007, we have 1 full-time employee, working from our
corporate offices in Denver, Colorado.

Internet Access
---------------
Marine's Forms 10-K, 10-Q, 8-K and all amendments to those reports are available
without charge through Marine's web site on the Internet as soon as reasonably
practicable after they are electronically filed with, or furnished to, the
Securities and Exchange Commission. They may be found at www.sec.gov

                                       3
<PAGE>

ITEM 1A. RISK FACTORS

One should carefully consider the following factors, in addition to
the other information in this Annual Report on Form 10-K, in evaluating our
company and our business. Our business, operations and financial condition are
subject to various risks. Some of these risks are described below, and should be
carefully considered in evaluating Marine or any investment decision relating to
our securities. This section does not describe all risks applicable to Marine,
its industry or its business. It is intended only as a summary of the principal
risks.

Summary

Risk Factors

     o    Our business involves a high degree of risk.
     o    The research and data we use may not be reliable.
     o    Availability of raw materials may be limited.
     o    Operations may be affected by natural hazards.
     o    We may be unable to establish our rights to any objects we recover.
     o    The market for any objects we recover is uncertain.
     o    We could experience delays in the disposition or sale of recovered
          objects.
     o    Legal, political, or civil issues could interfere with our recovery
          operations.
     o    Objects we recover could be stolen from us.
     o    We face competition from others.
     o    We may be unable to get permission to conduct salvage operations.
     o    Profitability of our documentaries segment may be adversely affected
          by a number of factors.
     o    Changes in our business strategy or restructuring of our businesses
          may increase our costs or otherwise affect the profitability of our
          businesses.
     o    We may be unsuccessful in raising the necessary capital to fund
          operations and capital expenditures.
     o    We depend on key employees and face competition in hiring and
          retaining qualified employees.
     o    Our Articles of Incorporation authorize issuance of both Common and
          Preferred Shares and may cause dilution.

     Our business involves a high degree of risk.

An investment in Marine is extremely speculative and of exceptionally high risk.
Although we have access to a substantial amount of research and data which has
been compiled regarding various projects, the quality and reliability of such
research and data is uncertain. Even if we are able to provide sufficient
funding to our joint venture partners, their ability to plan and obtain permits
for our various projects, there is a possibility that the shipwrecks may have
already been salvaged or may not be found, or may not have had anything valuable
on board at the time of the sinking. Even if objects of value are located and
recovered, there is the possibility that the cost of recovery exceeds the value
of the objects recovered or that others, including both private parties and
governmental entities, will assert conflicting claims and challenge our rights
to the recovered objects. Finally, even if we are successful through our joint
venture partners in locating and retrieving objects from a shipwreck and
establishing good title to them, there are no assurances as to the value that
such objects will bring at their sale, as the market for such objects is
uncertain.

     The research and data we use may not be reliable.

The success of a shipwreck project is dependent to a substantial degree upon the
research and data we have obtained. By its very nature, research and data
regarding shipwrecks is imprecise, incomplete and unreliable. It is often
composed of or affected by numerous assumptions, rumors, legends, historical and
scientific inaccuracies and inaccurate interpretations which have become a part
of such research and data over time.

                                       4
<PAGE>
     Availability of raw materials may be limited.

The availability of inventory is primarily dependent on the success of finding
raw materials in the form of intrinsically valuable cargoes from shipwrecks. If
we are not successful in the exploration and recovery of shipwrecks, we would
not have sufficient inventory to sell.

     Operations may be affected by natural hazards.

Underwater recovery operations are inherently difficult and dangerous and may be
delayed or suspended by weather, sea conditions or other natural hazards.
Further, such operations may be undertaken more safely during certain months of
the year than others. We cannot guarantee that we, or the entities we are
affiliated with, will be able to conduct search and recovery operations only
during favorable periods. In addition, even though sea conditions in a
particular search location may be somewhat predictable, the possibility exists
that unexpected conditions may occur and adversely affect our operations. It is
also possible that natural hazards may prevent or significantly delay search and
recovery operations or the ability to operate our themed attractions.

     We may be unable to establish our rights to any objects we recover.

Persons and entities other than Marine and entities we are affiliated with (both
private and governmental) may claim title to the shipwrecks. Even if we are
successful in locating and recovering shipwrecks, we cannot assure we will be
able to establish our right to property recovered against governmental entities,
prior owners, or other attempted salvors claiming an interest therein. In such
an event, we could spend a great deal of money and receive no revenue for our
work.

     The market for any objects recovered is uncertain.

Even if valuable items can be located and recovered in the future, it is
difficult to predict the price that might be realized for such items. The value
of recovered items will fluctuate with the precious metals market, which has
been highly volatile in past years. In addition, the entrance on the market of a
large supply of similar items from shipwrecks located and recovered by others
could depress the market.


     We could experience delays in the disposition or sale of recovered objects.

The methods and channels that may be used in the disposition or sale of
recovered items are uncertain at present and may include several alternatives.
Ready access to buyers for any artifacts or other valuable items recovered
cannot be assured. Delays in the disposition of such items could adversely
affect our cash flow.

     Legal, political or civil issues could interfere with our recovery
operations.

Legal, political or civil initiatives of countries and/or major maritime
governments could restrict access to shipwrecks or interfere with our search and
recovery operations.

     Objects we recover could be stolen from us.

If we locate a shipwreck and assert a valid claim to items of value, there is a
risk of theft of such items at sea, both before and after their recovery, by
"pirates" or poachers and while in transit to a safe destination. Such thefts
may not be adequately covered by insurance.

     We face competition from others.

There are a number of competing entities engaged in various aspects of the
shipwreck business, and in the future other competitors may emerge. One or more
of these competing entities may locate and recover a shipwreck that we intend to
locate and recover. In addition, these competing entities may be better
capitalized and may have greater resources to devote to their pursuit of the
shipwreck.

     We may be unable to get permission to conduct salvage operations.

It is possible we will not be successful in obtaining title, or permission to
excavate certain wrecks. In addition, permits that are sought for the projects
may never be issued, and if issued, may not be legal or honored by the entities
that issued them.

                                       5
<PAGE>
     Profitability of our themed attractions segment may be adversely affected
by a number of factors.

As we continue to develop and open themed attractions, there are several factors
which could negatively affect our profitability including site selection,
attendance projections, and economic activity. While we perform extensive market
research on potential site locations, our attendance projections for those
locations may not materialize in sufficient numbers to assure profitability.
Also, a decline in national and/or regional economic conditions could reduce
attendance and spending at our themed attractions. In addition, our themed
attractions will compete against other forms of entertainment available in the
area, and attendance may be subject to seasonal variations.

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

As changes in our business environment occur we may need to adjust our business
strategies to meet these changes or we may otherwise find it necessary to
restructure our operations or particular businesses or assets. When these
changes or events occur, we may incur costs to change our business strategy and
may need to write down the value of assets. In any of these events, our costs
may increase, and we may have significant charges associated with the write-down
of assets.

     We may be unsuccessful in raising the necessary capital to fund operations
and capital expenditures.

Our ability to generate cash flow is dependent upon the success of our ability
to recover and monetize high-value shipwrecks. However, we cannot guarantee that
the sales of our products and other available cash sources will generate
sufficient cash flow to meet our overall cash requirements. If cash flow is not
sufficient to meet our business requirements, we will be required to raise
additional capital through other financing activities. While we have been
successful in raising the necessary funds in the past, there can be no assurance
we can continue to do so.

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

Our existing notes payable and revolving credit facility contains certain
financial and operating covenants, including net worth requirements and other
debt limitations, which may restrict our operating activities. Failure to comply
with any of the loan covenants could result in a default. This could cause our
lender to accelerate the timing of our payment obligations and could harm our
business, operations, financial condition or liquidity.

     We depend on key employees and face competition in hiring and retaining
qualified employees.

Our employees are vital to our success, and our key management and other
employees are difficult to replace. We currently do not have employment
contracts with our key employees. Further, we do not maintain key person life
insurance on any of our employees. We may not be able to retain highly qualified
employees in the future which could adversely affect our business.

     Our articles of incorporation authorize generic preferred stock.

Our articles of incorporation authorize the issuance of up to 10,000,000 shares
of preferred stock. Our board of directors has the right to establish the terms,
preference, rights and restrictions of the preferred stock. Such preferred stock
could be issued with terms, rights, preferences and restrictions that could
discourage other persons from attempting to acquire control and thereby insulate
incumbent management. In certain circumstances, the existence of corporate
devices that would inhibit or discourage takeover attempts could have a negative
effect on 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. Our offices are provided at no cost by Technology Partners, LLC, a
shareholder of the Company.

ITEM 3. LEGAL PROCEEDINGS

None.

                                       6
<PAGE>
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

Price Range of Common Stock
---------------------------
The information provided below constitutes the market and trading information
for last two fiscal years of MEI stock. The source of this information is
Alphatrade, Inc. The trading information is based on a very small number of
trades because our stock has been highly illiquid during the time periods
depicted.

2007:    Low: .05      High $7.50

2006:    Low: .05      High $7.50

2005:    Low: .05      High $10.00


Approximate Number of Holder of Common Stock
--------------------------------------------
The number of record holders of our $.0001 par value Common Stock at February
28, 2007 was 187. This does not include shareholders that hold their stock in
accounts in street name with broker/dealers.

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

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Company's 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-KSB. The selected financial data
has been derived from the Company's unaudited, reviewed financial statements and
its audited financial statements.

Results of Operations, Liquidity and Capital Resources

The Company has only nominal assets including nominal cash on hand as of
December 31, 2007. Its Current Liabilities include Notes Payable totaling
$84,300 from the period of inception through December 31, 2007, and totaling
$49,300 for the six months ended December 31, 2007. Interest Payable on the
Notes is $7,885 as of December 31, 2007.

The Company has 100,168,501 shares of $.001 par value common stock issued and
outstanding, and a negative Stockholder's Equity of $270,065 as of December 31,
2007.


                                       7
<PAGE>
We were formed on March 7, 2007, and we refer to this date as the date of
inception of the Company. We have a net loss of $180,629 for the three month
period ended December 31, 2007. This compares to a net loss of $337,536 for the
period of March 7, 2007, to December 31, 2007. We had no compensatory stock
issuances for the six month period ended December 31, 2007, compared to
compensatory stock issuances of $1,000 from March 7, 2007 to May 31, 2007. We
have had interest payable of $2,629 for the three month period ended December
31, 2007, which brings our interest payable total to $7,142 since March 7, 2007
through December 31, 2007. We have used since March 7, 2007, the amount of
$330394 for operating activities. Of this total, we have used $228,214 for
operating activities in the six month period ended December 31, 2007, and
$178,743 for the three month period ended December 31, 2007.

We have had no revenue from any operations either in the period from inception
to December 31, 2007, or in the six month period ended December 31, 2007.

Discussion of Cash Flows

Based upon our current expectations, we believe our cash and cash equivalents,
cash generated from operations and proceeds contributed by our shareholders form
our recent borrowing will satisfy our working capital requirements for fiscal
year 2008. However, we anticipate we will continue to requirements for fiscal
year 2008. However, we anticipate we will continue to incur net losses
throughout fiscal year 2008. 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 2008. 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.

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

The following discussion will assist in the understanding of our financial
position and results of operations. The information below should be read in
conjunction with the financial statements, the related notes to the financial
statements and our Form SB-2 Registration Statement filed June 6, 2007. A
description of our business is discussed in Item 1 of this report which contains
an overview of our business as well as the status of our ongoing project
operations.

This discussion contains both historical and forward-looking information. We
assess the risks and uncertainties about our business, long-term strategy, and
financial condition before we make any forward-looking statements, but we cannot
guarantee that our assessment is accurate or that our goals and projections can
or will be met. Statements concerning results of future search operations,
recovery operations, attraction openings, marketing strategies and similar
events are forward-looking statements within the meaning of Securities laws and
regulations.

Overview

Marine Exploration, Inc. is engaged in funding and financing only for
archaeologically sensitive exploration and recovery of deep-water shipwrecks
throughout the Caribbean Sea region. Through our joint venture partner,
Hispaniola Ventures, LLC, we build on a foundation of shipwreck research,
development of political relationships and advancement of techniques for
deep-ocean search and recovery. MEI is a Colorado corporation that was
incorporated on March 7, 2007.

Through our joint venture partner, Hispaniola Ventures, LLC, our vision is to
participate with the world leaders in deep-ocean shipwreck exploration,
archeological excavation, education, entertainment, and marketing of shipwreck
cargoes and related merchandise.

Business Segment

 We manage and evaluate the operating results of the business by and through our
return on investments in one primary segment, shipwreck exploration.


                                       8
<PAGE>
Shipwreck Exploration - This segment includes all operating activities for
exploration and recovery of deep-ocean shipwrecks including the marketing, sales
and distribution of recovered artifacts, replicas, merchandise and books through
various retail and wholesale sales channels. The departments within this group
include our joint venture partner, Hispaniola Ventures, LLC's marine operations,
archaeology, conservation and research, sales and business development, and
corporate administration.

Operational Update

MEI has financing in place to fund our joint venture partner, Hispaniola
Ventures, LLC shipwreck projects in various stages of development around the
Caribbean Sea region. Additional information about some of these projects is set
forth in our Form SB-2 Registration Statement. The operational update set forth
below covers developments since our Form SB-2 was filed with the Securities and
Exchange Commission.

In order to protect the identities of the targets of our joint venture partner,
Hispaniola Ventures, LLC's planned search or recovery operations, in some cases
we will defer disclosing specific information relating to these projects until
the targeted shipwreck or shipwrecks are located and a course of action is
determined and implemented to protect all related property rights.

Silver Bank Project

The Company, through our joint venture partner, Hispaniola Ventures, LLC, has an
exclusive partnering agreement with the Government of the Dominican Republic for
the archaeological excavation of at least one sunken ship.

Additional Projects

Our upcoming operational schedules will be developed to most efficiently utilize
funding opportunities available to us to sponsor our joint venture partner,
Hispaniola Ventures, LLC's marine assets for further investigation and/or
excavation of other sites, taking into account weather, legal and political
issues, as well as other operational factors.

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.

Results of Operations, Liquidity and Capital Resources

The Company has only nominal assets including nominal cash on hand as of
December 31, 2007. Its Current Liabilities include Notes Payable totaling
$84,300 from the period of inception through December 31, 2007, and totaling
$49,300 for the six months ended December 31, 2007. Interest Payable on the
Notes is $7,885 as of December 31, 2007.

The Company has 100,168,501 shares of $.001 par value common stock issued and
outstanding, and a negative Stockholder's Equity of $270,065 as of December 31,
2007.

Six months ended December 31, 2007 compared to period of Inception to December
31, 2007

We were formed on March 7, 2007, and we refer to this date as the date of
inception of the Company. We have a net loss of $180,629 for the three month
period ended December 31, 2007. This compares to a net loss of $235,356 for the
six month period ended December 31, 2007, and a net loss of $337,536 for the
period of March 7, 2007, to December 31, 2007. We had no compensatory stock
issuances for the six months ended December 31, 2007, compared to compensatory
stock issuances of $1,000 from March 7, 2007. We have had interest payable of
$2,629 for the three month period ended December 31, 2007, which brings our
interest payable total to $7,142 since March 7, 2007 through December 31, 2007.
We have used since March 7, 200, the amount of $330,394 for operating
activities. Of this total, we have used $228,214 for operating activities in the
six month period ended December 31, 2007, and $178,743 for the three month
period ended December 31, 2007.

                                       9
<PAGE>
We have had no revenue from any operations either in the period from inception
to December 31, 2007, or in the six month period ended December 31, 2007.

Results of Operations

We have not generated any revenues to date, and will not generate any revenues
until such time that our Joint Venture would generate cash flow.


Revenue
                                                                       Period
                                                                        From
                                                                      March 7,
                                                                        2007
                                                                     (Inception
                                                                         of
                                            Year          Year       Dev. Stage)
                                            Ended         Ended          To
                                           June 30,      June 30,     June 30,
                                            2006           2007         2007
                                          ---------     ---------     ---------

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

                                                 --            --            --
                                          ---------     ---------     ---------

Operating expenses:

     General and administrative                  99       102,795       102,180
                                          ---------     ---------     ---------

Gain (loss) from operations                     (99)     (102,795)     (102,180)
                                          ---------     ---------     ---------

Other income (expense):                          --            --            --
                                          ---------     ---------     ---------
Income (loss) before
     provision for income taxes                 (99)     (102,795)     (102,180)

Provision for income tax                         --            --            --
                                          ---------     ---------     ---------


Net income (loss)                         $     (99)    $(102,795)    $(102,180)
                                          =========     =========     =========

                                       10
<PAGE>
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,
2007 the Company had net operating loss carryforwards of approximately $103,000
which begin to expire in 2027. The deferred tax asset of $20,500 created by the
net operating loss has been offset by a 100% valuation allowance. The change in
the valuation allowance in 2007 was $20,500.

Liquidity and Capital Resources

                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET

                                                                   June 30, 2007
                                                                   -------------
ASSETS

     Current assets
           Cash                                                    $        291
                                                                   ------------
                  Total current assets                                      291
                                                                   ------------

     Total Assets                                                  $        291
                                                                   ============
LIABILITIES & STOCKHOLDERS' EQUITY

     Current liabilities
           Related party payables                                  $     35,000
                                                                   ------------
                  Total current liabilties                               35,000
                                                                   ------------

     Total Liabilities                                                   35,000
                                                                   ============
     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 authorized;
               and 100,168,501 shares issued
               and outstanding                                          100,169
           Additional paid in capital                                12,113,463
           Accumulated deficit (including $102,180
              accum. during the development stage)                  (12,248,341)

     Total Stockholders' Equity                                         (34,709)
                                                                   ------------

     Total Liabilities and Stockholders' Equity                    $        291
                                                                   ============
                                       11
<PAGE>
Discussion of Cash Flows
------------------------
At June 30, 2007 we had cash balances of $291, related party loans of $35,000.
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 2008.
However, we anticipate we will continue to incur net losses throughout fiscal
year 2008. 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
2008. 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.

Off Balance Sheet Requirements
------------------------------
We do not engage in off-balance sheet financing arrangements. In particular, we
do not have any interest in so-called limited purpose entities, which include
special purpose entities (SPEs) and structured finance entities.

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.

Contractual Obligations
-----------------------
At December 31, 2006, the Company's contractual obligations including estimated
payments due by period, are as follows:

New Accounting Pronouncements
-----------------------------
In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48").
FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of an income tax position taken
or expected to be taken in a tax return. This Interpretation also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition. The Interpretation is effective
for fiscal years beginning after December 15, 2006. The adoption of FIN 48 is
not expected to have a material impact on the Company's financial position,
results of operations or cash flows.

                                       12
<PAGE>
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("FAS 157"). This Standard defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. FAS
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The
adoption of FAS 157 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates,
foreign currency exchange rates, commodity prices and equity prices. We do not
believe we have material market risk exposure and have not entered into any
market risk sensitive instruments to mitigate these risks or for trading or
speculative purposes.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item appears beginning on page F-1.


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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
----------------------------------
We maintain a set of disclosure controls and procedures designed to ensure that
information we are required to disclose in reports that we file or submit with
the SEC is recorded, processed, summarized and reported within the time periods
specified by the SEC. An evaluation was carried out under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures are effective to
ensure that we are able to collect, process and disclose the information we are
required to disclose in the reports we file with the SEC within required time
periods.

Internal Controls over Financial Reporting
------------------------------------------
Management's report on our internal controls over financial reporting can be
found in the financial statement section of this report. The Independent
Registered Public Accounting Firm's attestation report on management's
assessment of the effectiveness of our internal control over financial reporting
can also be found in the financial statement section of this report.

There have been no significant changes in the Company's internal controls over
financial reporting during the quarter ended December 31, 2006 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                       13
<PAGE>
                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Officers:

Name of Director                Age        Office
--------------------------------------------------------------------------------
Miguel Thomas Gonzalez          31         Director

Name of Executive Officer       Age        Office
--------------------------------------------------------------------------------
Miguel Thomas Gonzalez          31         President, Secretary, and Treasurer

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. Miguel Thomas Gonzalez has acted as our president and a director since our
conversion to a Colorado corporation on May 8, 2007. In 2004, Mr. Gonzalez
graduated from the University of Colorado with a Bachelor of Science degree in
Molecular Cellular Developmental Biology and Biochemistry. 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 with the Slansky laboratory in 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.

Mr. Gonzalez does not have any professional training or technical credentials in
the marine exploration, development and operation of salvage vessels or in the
collection and sales of salvaged artifacts. Mr. Gonzalez intends to devote
approximately 25 percent of his business time to our affairs.

Term of Office
--------------
Our sole Director is elected for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our sole Officer is appointed by our Board of
Directors and will hold office until removed by the Board.

Significant Employees
---------------------
We have no significant employees other than Mr. Gonzalez, our sole Director and
Officer.

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, 2007.

<TABLE>
<CAPTION>
                               Annual Compensation


                                                                 Restricted
                              Monthly                  Other        Stock                  Options/LTP
Name(2)           Title       Year     Salary  Bonus   Comp        Awarded  SARS (#)        Payouts ($)
----------------------------------------------------------------------------------------------------------
<S>              <C>         <C>      <C>      <C>      <C>         <C>      <C>              <C>
Miguel Thomas(1)  Dir, Pres,  2007     $2,000   0        0           0        0                0
Gonzalez          Sec, Treas.
</TABLE>

(1)  Mr. Gonzalez receives an annual salary of $24,000 per year which salary is
     paid by MTG Financial Services, LLC for management services that he
     provides to it as well as to the Company. MTG Financial Services is the
     record holder of the Company's 100,000 shares of common stock, which are
     beneficially owned by Mr. Gonzalez.

(2)  No other entity or person receives any compensation from the Company or on
     its behalf.

                                       14
<PAGE>
Stock Option Grants

We have not granted any stock options to the executive officers since our
inception.

Consulting Agreements

We do not have any employment or consulting agreement with our directors or
officers. We do not pay Mr. Gonzalez any amount for acting as a director of the
Company.

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
prospectus, and by the Officers and Directors, individually and as a group. The
percent of class is based on 100,168,501 shares of common stock issued and
outstanding as of May 21, 2007. Except as otherwise indicated all shares are
owned directly.
<TABLE>
<CAPTION>
Title of Class    Name and address                        Amount of beneficial       Percent
                  Of beneficial owner                     ownership                  of class
--------------    -------------------------               --------------------       --------
<S>               <C>                                         <C>                     <C>
Common Stock      Miguel Thomas Gonzalez(1)                      100,000                 1.0%
                  1311 Cook Street, #406
                  Denver, CO 80201
Common Stock      Hoss Capital, LLC(2)                        25,000,000                24.5%
                  535 16th Street, Suite 810
                  Denver, CO 80202
Common Stock      Tech Partners, LLC(3)                       25,000,000                24.5%
                  535 16th Street, Suite 810
                  Denver, CO 80202
Common Stock      Robert L. Stevens Family Trust(4)           25,000,000                24.5%
                  535 16th Street, Suite 810
                  Denver, CO 80202
Common Stock      Paul Enright Family Trust(5)                25,000,000                24.5%
                  535 16th Street, Suite 810
                  Denver, CO 80202

Total for all Members of Management:                             100,000                 1.0%
Total for all Certain Beneficial Owners:                     100,000,000                98.5%
Total for all Members of Management and
Certain Beneficial Owners:                                   100,100,000                99.5%
</TABLE>

1    Mr. Gonzalez is the sole Officer and Director for the Company and hence the
     sole member of management whose ownership is reported on this table. His
     shares are beneficially owned through his solely owned company MTG
     Financial Services, LLC, a Colorado limited liability company, which owns
     100,000 shares of the Company's common stock.
2    Hoss Capital, LLC is owned in equal percentages by Robert L. Stevens and
     Paul D. Enright.
3    Technology Partners, LLC is owned in equal percentages by Robert L. Stevens
     and Paul D. Enright.
4    Robert L. Stevens is a beneficial owner of one hundred percent of the
     Robert L. Stevens Family Trust.
5    Paul D. Enright is a beneficial owner of one hundred percent of the Paul D.
     Enright Family Trust.

                                       15
<PAGE>
Our authorized capital stock consists of 500,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of May 21, 2007, there were 100,168,501 shares of our common stock issued and
outstanding held by 187 shareholders of record. Holders of our common stock are
entitled to one vote for each share on all matters submitted to a vote of the
shareholders. Holders of common stock do not have cumulative voting rights.
Therefore, holders of a majority of the shares of common stock voting for the
election of directors can elect all the directors. Two persons present, or
representing by proxy, and constituting one third of the issued and outstanding
shares, are necessary to constitute a quorum at any meeting of our stockholders.
A vote by the holders of a majority of our outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or
an amendment to our Articles of Incorporation.

Holders of our common stock are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds. In
the event of liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

Preferred Stock

Our Articles of Incorporation authorize the issuance of 1,000,000 Preferred
Shares, all with no par value, to have such classes and preferences as the Board
of Directors may determine from time to time. There are no plans to issue such
Preferred shares and none have been issued as of the date of this prospectus.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future. Our Articles authorize the payment of dividends in amounts
and at times as determined by the Board of Directors and as permitted by
applicable law.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was originally incorporated on June 27, 1996 under the name Jenkon
International, Inc., a Delaware corporation, and went public on June 4, 1998,
via public offering with its securities registered pursuant to Form SB-2. The
Company name was later changed to Multimedia K.I.D. in December 1999.

On August 3, 2006, the Company changed its name again to SYCO, Inc. On May 8,
2007, SYCO, Inc. was converted to a Colorado corporation and in April 2007, the
name was changed to Marine Exploration, Inc. The Company then merged with Marine
Exploration International, Inc., a Nevada corporation. Pursuant to such merger
the Company issued 100,100,000 of its common shares to the selling shareholders
with the Company as the surviving entity.

                                       16
<PAGE>
On May 8, 2007, Miguel Thomas Gonzalez was appointed as our Sole Director,
President, Secretary and Treasurer. The Company's common stock is currently
traded on the OTC Pink Sheets under the symbol MEXP.

One year after their issuance on March 29, 2007, a total of 1,061,060 shares of
our common stock are available for resale to the public for each shareholder
holding restricted securities, according to the volume and trading limitations
of Rule 144 promulgated under the Securities Act of 1933. In general, under Rule
144 as currently in effect, a person who has beneficially owned shares of a
company's common stock for at least one year is entitled to sell within any
three month period a number of shares that does not exceed the greater of:

    1. One percent of the number of shares of the Company's common stock then
outstanding which, in our case, will equal 1,061,060 shares as of the date of
this prospectus; or

    2. The average weekly trading volume of the Company's common stock during
the four calendar weeks preceding the filing of the notice on Form 144 with
respect to the sale.

Sales under Rule 144 are also subject to manner or sale provisions and notice
requirements and to the availability of current public information about the
Company.

Under Rule 144 (k), a person who is not one of the Company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this report, persons who are our affiliates hold all of the
100,100,000 Shares that may be sold pursuant to Rule 144. However, we believe
that none of the Shares of the selling shareholders has been or will be sold
pursuant to the provisions of Rule 144. Rather, they will be sold, if at all,
pursuant to prospectus.

There are no contracts between Hoss Capital, LLC or any of its principals and
the Company or between Technology Partners, LLC or any of its principals and the
Company. However, Technology Partners, LLC permits the Company to use office
space under its lease without charge to the Company. There is no obligation on
Technology Partners, LLC's behalf to continue this arrangement and there is no
guarantee that such arrangements will continue into the future.

Our sole Officer and Director, Miguel Thomas Gonzalez, is paid $2,000.00 per
month for management services. Mr. Gonzalez receives no other consideration for
his efforts. This payment is made by MTG Financial Services, LLC ("MTG") an
entity wholly owned by Mr. Gonzalez. In exchange for MTG's agreement to continue
to make this monthly payment to Mr. Gonzalez, the Company issued 100,000 Shares
of its common stock to MTG. There is no written agreement among MTG and the
Company and thus, MTG is under no duty to continue to make such payments to Mr.
Gonzalez. The Company estimates that Mr. Gonzalez commits approximately 25
percent of his work time to the management of the Company.

Technology Partners, LLC and Hoss Capital, LLC have agreed to finance the
Company as required to fulfill the Company' obligations under the JV Agreement.
These loans are demand notes, not memorialized in any separate written
agreements. They are recorded on the Company's books and on the books of the
lenders. These loans could conceivably be converted into equity securities which
would result in further dilution to those persons who are 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 the Company. Currently, the Company is indebted to Hoss Capital,
LLC in the amount of $25,000 and to Technology Partners, LLC in the amount of
$34,800 (collectively, the "Indebtedness"). The Company, Hoss Capital, LLC, and
Technology Partners, LLC, intend that the Indebtedness will be repaid from
profits earned by and through the Joint Venture. The Indebtedness is not
memorialized by any written agreement.

                                       17
<PAGE>
ITEM 14.   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 May July 1, 2007.

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.


                                       18
<PAGE>
                                     PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


31.1  Certification of Chief Executive Officer pursuant         Filed herewith
      to Section 302 of the Sarbanes-Oxley Act of 2002          electronically

31.2  Certification of Chief Financial Officer pursuant         Filed herewith
      to Section 302 of the Sarbanes-Oxley Act of 2002          electronically

32.1  Certification of Chief Executive Officer pursuant         Filed herewith
      to 18 U.S.C. Section 1350                                 electronically

32.2  Certification of Chief Financial Officer pursuant         Filed herewith
      to 18 U.S.C. Section 1350                                 electronically





                                   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.




Date: February 12, 2008                  MARINE EXPLORATION, INC.


                                         By  /s/ Miguel Thomas Gonzalez
                                             ----------------------------
                                             Chief Financial Officer and
                                             Authorized Officer





                                       19

<PAGE>

                                 EXHIBIT INDEX



31.1  Certification of Chief Executive Officer pursuant         Filed herewith
      to Section 302 of the Sarbanes-Oxley Act of 2002          electronically

31.2  Certification of Chief Financial Officer pursuant         Filed herewith
      to Section 302 of the Sarbanes-Oxley Act of 2002          electronically

32.1  Certification of Chief Executive Officer pursuant         Filed herewith
      to 18 U.S.C. Section 1350                                 electronically

32.2  Certification of Chief Financial Officer pursuant         Filed herewith
      to 18 U.S.C. Section 1350                                 electronically





                                       20
<PAGE>

                            MARINE EXPLORATION, INC.
                          (A Development Stage Company)
                        Consolidated Financial Statements



                                TABLE OF CONTENTS



                                                                        Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 F-2


CONSOLIDATED FINANCIAL STATEMENTS

                  Consolidated balance sheet                            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
<PAGE>



                            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 sheet of Marine
Exploration, Inc. (a development stage company) as of June 30, 2007, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended June 30, 2006 and 2007, and for the period from March
7, 2007 (inception of the development stage) through June 30, 2007. 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, 2007, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended June 30, 2006 and 2007,
and for the period from March 7, 2007 (inception of the development stage)
through June 30, 2007in 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 5 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 5. 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.
January 30, 2008                                 ----------------------------
                                                 RONALD R. CHADWICK, P.C.


                                       F-2

<PAGE>
                            MARINE EXPLORATION, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET

                                                                   June 30, 2007
                                                                   -------------
ASSETS

     Current assets
           Cash                                                    $        291
                                                                   ------------
                  Total current assets                                      291
                                                                   ------------

     Total Assets                                                  $        291
                                                                   ============


LIABILITIES & STOCKHOLDERS' EQUITY

     Current liabilities
           Related party payables                                  $     35,000
                                                                   ------------
                  Total current liabilities                              35,000
                                                                   ------------

     Total Liabilities                                                   35,000
                                                                   ------------

     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 authorized;
               and 100,168,501 shares issued
               and outstanding                                          100,169
           Additional paid in capital                                12,113,463
           Accumulated deficit (including                          $    102,180
              accum. during the development stage)                  (12,248,341)
                                                                   ------------

     Total Stockholders' Equity                                         (34,709)
                                                                   ------------

     Total Liabilities and Stockholders' Equity                    $        291
                                                                   ============


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

                                       F-3

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

                                                                      Period
                                                                       From
                                                                     March 7,
                                                                       2007
                                                                    (Inception
                                                                        of
                                                                    Dev. Stage)
                                    Year Ended      Year Ended          To
                                     June 30,        June 30,        June 30,
                                       2006            2007            2007
                                   ------------    ------------    ------------
Revenues                           $         --    $         --    $         --
                                   ------------    ------------    ------------
                                             --              --              --
                                   ------------    ------------    ------------

Operating expenses:
     General and administrative              99         102,795         102,180
                                   ------------    ------------    ------------

Gain (loss) from operations                 (99)       (102,795)       (102,180)
                                   ------------    ------------    ------------

Other income (expense):                      --              --              --
                                   ------------    ------------    ------------

Income (loss) before
     provision for income taxes             (99)       (102,795)       (102,180)

Provision for income tax                     --              --              --
                                   ------------    ------------    ------------

Net income (loss)                  $        (99)   $   (102,795)   $   (102,180)
                                   ============    ============    ============

Net income (loss) per share
(Basic and fully diluted)          $      (0.00)   $      (0.00)
                                   ============    ============

Weighted average number of
common shares outstanding                68,501      20,935,168
                                   ============    ============



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

                                      F-4

<PAGE>

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



                                       Common Stock            Additional                       Stock-
                                                  Amount        Paid in       Accumulated       holders'
                                 Shares (1)    ($.001 Par)      Capital         Deficit         Equity
                               ------------   ------------    ------------    ------------   ------------
<S>                                  <C>      <C>            <C>             <C>             <C>
Balances at June 30, 2005            68,501   $         69   $ 12,145,378    $(12,145,447)   $         --

Paid in capital                          --             --             99              --              99

Income (loss) for the year               --             --             --             (99)            (99)
                               ------------   ------------    ------------    ------------   ------------

Balances at June 30, 2006            68,501   $         69   $ 12,145,477    $(12,145,546)   $         --

Paid in capital                          --             --          1,086              --           1,086

Compensatory stock issuances        100,000            100            900              --           1,000

Sales of common stock           100,000,000        100,000        (34,000)             --          66,000

Income (loss) for the period             --             --             --        (102,795)       (102,795)
                               ------------   ------------    ------------    ------------   ------------

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


(1)  As adjusted for a 1 for 500 reverse stock split in December 2006.


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

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                            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,     June 30,     June 30,
                                                    2006         2007         2007
                                                 ---------    ---------    ---------
<S>                                              <C>          <C>          <C>
Cash Flows From Operating Activities:
     Net income (loss)                           $     (99)   $(102,795)   $(102,180)

     Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
          Compensatory stock issuances                  --        1,000        1,000
          Related party payables                        --       35,000       35,000
                                                 ---------    ---------    ---------
               Net cash provided by (used for)
               operating activities                    (99)     (66,795)     (66,180)
                                                 ---------    ---------    ---------


Cash Flows From Investing Activities:                   --           --           --
                                                 ---------    ---------    ---------

               Net cash provided by (used for)
               investing activities                     --           --           --
                                                 ---------    ---------    ---------
</TABLE>


                          (Continued On Following Page)




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

                                      F-6

<PAGE>
<TABLE>
<CAPTION>
                            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,    June 30,     June 30,
                                                             2006        2007         2007
                                                          ----------   ---------   ---------
<S>                                                               <C>      <C>           <C>
Cash Flows From Financing Activities:
          Sales of common stock                                   --      66,000      66,000
          Paid in capital                                         99       1,086         471
                                                          ----------   ---------   ---------
               Net cash provided by (used for)
               financing activities                               99      67,086      66,471
                                                          ----------   ---------   ---------

Net Increase (Decrease) In Cash                                   --         291         291

Cash At The Beginning Of The Period                               --          --          --
                                                          ----------   ---------   ---------

Cash At The End Of The Period                             $       --   $     291     $   291
                                                          ==========   =========   =========

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

None

Supplemental Disclosure
-----------------------

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

</TABLE>



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

                                       F-7

<PAGE>



                            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
commenced active operations or 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


<PAGE>

                            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.

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.

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.

                                       F-9


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

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

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.

Recent Accounting Pronouncements
--------------------------------
In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Company has adopted the provisions of SFAS No. 156, which
are effective in general for an entity's fiscal year beginning after September
15, 2006. The adoption did not have a material effect on the results of
operations of the Company.

In December 2006, the FASB issued SFAS No. 157 "Fair Value Measurements", to
improve consistency and comparability in fair value measurements, and to expand
related disclosures. The Company has adopted the provisions of SFAS No. 157,
which are effective for financial statements for fiscal years beginning after
November 15, 2007. The adoption did not have a material effect on the results of
operations of the Company.

NOTE 2. RELATED PARTY TRANSACTIONS

The Company at June 30, 2007 had $35,000 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 2007 were
$759.

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,
2007 the Company had net operating loss carryforwards of approximately $103,000
which begin to expire in 2027. The deferred tax asset of $20,500 created by the
net operating loss has been offset by a 100% valuation allowance. The change in
the valuation allowance in 2007 was $20,500.

                                      F-10


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


NOTE 4. 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.

NOTE 5. 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-11
<PAGE>