As filed with the Securities and Exchange Commission on June 15, 2009

                                               Registration No. ________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            MARINE EXPLORATION, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>

                Colorado                                               91-1890338
-----------------------------------------                  ------------------------------------
<S>                                                        <C>

(State or Jurisdiction of Incorporation                      (I.R.S. Employer Identification
            or Organization)                                             Number)
</TABLE>

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


                                 (303) 459-2485
                ------------------------------------------------
                (Issuer's telephone number, Including Area Code)



            2009 MARINE EXPLORATION, INC. STOCK OPTION AND AWARD PLAN
                              (Full title of Plan)

                             Paul Enright, President
                            Marine Exploration, Inc.
                         535 Sixteenth Street, Suite 820
                             Denver, Colorado 80202
                                 (303) 459-2485
            (Name, address and telephone number of agent for service)


                        COPIES OF ALL COMMUNICATIONS TO:

                               Michael A. Littman
                                 Attorney at Law
                                7609 Ralston Road
                                Arvada, CO 80002

<PAGE>


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

Large accelerated filer        [___]          Accelerated filer            [___]

Non-accelerated filer          [___]          Smaller reporting company    [_X_]
(Do not check if a smaller
reporting company)

<TABLE>
<CAPTION>

                                 CALCULATION OF REGISTRATION FEE

  Title of Each Class of       Amount To Be         Proposed Maximum           Proposed Maximum          Amount of
Securities To Be Registered   Registered (1)    Offering Price Per Unit    Aggregate Offering Price    Registration
                                                                                     (2)                    Fee
---------------------------- ------------------ ------------------------- --------------------------- ----------------
<S>                          <C>                <C>                       <C>                         <C>

       Common Stock               72,223                  .09                      6,500.07                 .70
</TABLE>

(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated  pursuant to Rule 457(c) under the Securities  Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.





















                                       1
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

The document or documents containing the information specified in Part I are not
required  to  be  filed  with  the  Securities  and  Exchange   Commission  (the
"Commission")  as part of this  Form  S-8  Registration  Statement,  but will be
provided as may be required under Rule 428(b)(1) of the Securities Act of 1933.

Individual  agreements  with the  Employees  which  provide  for the payment for
services rendered in shares of the common stock of the Company, in lieu of cash,
have been attached to the  Registration  Statement as Exhibits.  These documents
and the  documents  incorporated  by  reference in this  Registration  Statement
pursuant to Item 3 of Part II of this Form S-8,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

a.   General Plan Information

     1.   2009 Stock Award Plan

     2.   Nature and  purpose of the Plan is to provide  stock  compensation  to
          employees and consultants of the Company.

     3.   The Plan is not subject to Employee  Retirement Income Security Act of
          1974.

     4.   Additional information can be obtained by contacting:

                  Paul Enright, President
                  Marine Exploration, Inc.
                  535 Sixteenth Street, Suite 820
                  Denver, Colorado 80202
                  (303) 459-2485

     The Plan does not have a Plan Administrator and the Plan does not invest.

b.       Securities to be Offered

This  Registration  Statement on Form S-8  registers for resale 72,223 shares of
common stock, $.001 par value per share ("Common Stock") of Marine  Exploration,
Inc. (the "Company").

                  Title: Common Stock
                  Amount: 72,223 shares to be issued to consultant-attorney
                           pursuant to Plan.

TOTAL - 72,223  shares to be  offered,  of which  72,223  shares  are  issued to
consultant-attorney.

2009 Stock Award Plan
---------------------

The Company's  Board of Directors  has not yet approved  grants of any shares to
Directors/Officers and Employees of the Company to date.



                                       2
<PAGE>

Consultant Stock Under Plan
---------------------------

The Company has agreed to issue  shares  under a Consulting  Fee  Agreement  for
legal  services  between the Company and the  individual  listed below for legal
services rendered in litigation matters, in the ordinary course of business, not
including mergers, fundraising or stock promotions.

                                                 Number of
                                               Shares to be
                  Name                            Granted
                  ----                            -------
               John Schlie                        72,223


         The stock is registered under Section 12g of the Exchange Act.

c.       Employees Who May Participate in the Plan

         All  employees  to Company  may  participate  while  employed  with the
Company and/or any subsidiaries of the Company.

d.       Purchase of Securities Pursuant to the Plan and Payment for  Securities
Offered

     1. Participation is allowed in the 2009 fiscal year at the market price per
share, in amounts to be set by the Board of Directors.

     2.  Payment  for the  securities  purchased  may only be in cash or through
services.

     3. Employees are not required to contribute to the Plan.

     4. Employees and the registrant are not required to contribute to the Plan.

     5. Reports are not made to employees  participating  in the Plan, since the
Plan does not hold assets for employees' accounts.

     6.  Securities will not be purchased for the Plan in either the open market
or through private transactions.

e.       Resale Restrictions

         There are no resale  restrictions on plan  participants,  except in the
event the participant is an officer, director or affiliate, or in the event that
the Plan contains a repurchase right of issuer, for any stock, or options,  as a
pre-condition of resale.

f.       Tax Effects of Plan Participation

         Participants will be taxed upon any shares issued for services provided
or for  awards.  Participants  will not be  taxable on stock  options  issued to
employees at the market price on date of grant.

g.       Investment of Funds

         No assets are held under the Plan.

h.       Withdrawal from the Plan; Assignment of Interest

         1. Employees may refuse to accept compensation or options.

         2. No assignment of an interest in the Plan is possible. However, stock
or options received under the Plan may be assigned,  subject to the terms of the
Plan, including the Right to Repurchase as defined therein.

         3. Not applicable.

                                       3
<PAGE>

i.       Forfeitures and Penalties

         Except as otherwise  determined by the Plan Administrator,  at the time
of the Award, upon termination of a Participant's  continuous service during the
applicable  restriction  period, the Participant's  Restricted Stock, that is at
that time subject to  restrictions  shall be  forfeited  and  reacquired  by the
Company; provided that the Plan Administrator may provide, by rule or regulation
or in any  Award  agreement,  or may  determine  in any  individual  case,  that
restrictions  or forfeiture  conditions  relating to  Restricted  Stock shall be
waived in whole or in part in the event of terminations resulting from specified
causes,  and the Plan Administrator may in other cases waive in whole or in part
the forfeiture of Restricted Stock.

j.       Charges and Deductions and Liens Therefore

         Not applicable.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or  given  to  participants  as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933 (the  "Securities  Act").  Such  document(s)  are not
being  filed with the  Commission,  but  constitute  (along  with the  documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the Company
with the Commission are hereby  incorporated by reference into this Registration
Statement:

         (a) The Annual Report on Form 10-K of Marine Exploration,  Inc. for the
fiscal year ended June 30, 2008 filed on September  29, 2008 under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended.

         (b) All  reports  filed by the  Company  pursuant  to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30,
2008.

         (c) The  description  of the  common  shares  issued by the  Company in
Registration  Statement  #333-143614  and any  amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.

         All of the above  documents  and  documents  subsequently  filed by the
Company with the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Form S-8 Registration Statement and to be a part thereof from the date
of the  filing of such  documents.  Any  statement  contained  in the  documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be  deemed  to  be  modified  or  superseded  for  purposes  of  this  Form  S-8
Registration  Statement  to the  extent  that a  statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so  modified  or  superseded,  to  constitute  a part of this Form S-8
Registration Statement.

         All documents  incorporated by reference  herein will be made available
to all  participants  without  charge,  upon  written  or  oral  request.  Other
documents  required to be delivered to  participants  pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon written
or oral request. All requests for documents shall be directed to:

                  Paul Enright, President
                  Marine Exploration, Inc.
                  535 Sixteenth Street, Suite 820
                  Denver, Colorado 80202
                  (303) 459-2485



                                       4
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

         The  description  of the  common  shares  issued by the  Company in its
Registration  Statement  #333-143614,  and any amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity of the  securities  being  registered  hereunder  will be
passed on for the Company by M.A. Littman, Attorney at Law, of Arvada, Colorado.
He is an  independent  attorney and has no interest in the  issuance  registered
hereby.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Colorado  Revised Statutes provide that a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or proceeding, whether civil, criminal,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director,  officer, employee or agent of the Company or is or was serving at our
request in such capacity in another corporation or business association, against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.

         The Company,  pursuant to its bylaws, will provide indemnification with
its directors and executive  officers that provide the maximum indemnity allowed
to directors and executive officers by the Colorado Revised Statutes, subject to
certain  exceptions as well as certain  additional  procedural  protections.  In
addition,  the indemnification  provides generally that the Company will advance
expenses  incurred  by  directors  and  executives  officers  in any  action  or
proceeding  as to which  they may be  entitled  to  indemnification,  subject to
certain exceptions.

         The indemnification provisions in the bylaws may permit indemnification
for  liabilities   arising  under  the  Securities  Act  of  1933.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officer and controlling persons of the Company pursuant
to  the  foregoing  provisions,   or  otherwise,  the  Securities  and  Exchange
Commission  has opined that such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS

         (a) The undersigned Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to the  Registration  Statement
         to: (i) include  any  prospectus  required  by Section  10(a)(3) of the
         Securities  Act;  (ii)  reflect in the  prospectus  any facts or events
         arising after the effective date of the  Registration  Statement which,
         individually or in the aggregate, represent a fundamental change in the
         information   set   forth   in   the   Registration   Statement;    and
         notwithstanding  the  foregoing,  any increase or decrease in volume of
         securities  offered (if the total  dollar value of  securities  offered
         would not exceed that which was  registered) and any deviation from the
         low or high end of the estimated maximum offering range may be selected
         in the form of a prospectus filed with the Commission  pursuant to Rule
         424(b) if, in the aggregate,  the changes in volume and price represent
         no more than a 20  percent  change in the  maximum  aggregate  offering
         price  set  forth in the  "Calculation  of  Registration"  table in the
         effective  registration  statement;  and  (iii)  include  any  material
         information  with respect to the plan of  distribution  not  previously
         disclosed in the Registration  Statement or any material change to such
         information  in the  Registration  Statement,  provided  however,  that
         provisions (i) and (ii) of this  undertaking  are  inapplicable  if the
         information  to be filed  thereunder  is contained in periodic  reports
         filed by the Company pursuant to the Exchange Act that are incorporated
         by reference into the Registration Statement;


                                       5
<PAGE>

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein  and the  offering  of such  securities  at that time  shall be
         deemed to be the initial bona fide offering thereof; and

                   (3) To remove from  registration  by means of  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

          (b)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public policy as expressed in the  Securities  Act and, is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than  director,   officer  or  controlling  person  in  the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

          (c) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  Exchange  Act)  that is  incorporated  by  reference  in
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



                                       6
<PAGE>


                                   SIGNATURES

The Registrant

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Denver, Colorado on June 15, 2009.

Marine Exploration, Inc.


By: /s/ Paul Enright
 ---------------------------------------
Paul Enright, President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated on June __,  2009.  Each person  whose  signature to the  Registration
Statement  appears below hereby appoints Miguel Thomas Gonzalez as such person's
attorney-in-fact  with full power to act alone,  with full power of substitution
or re-substitution,  for such person and in such person's name, place and stead,
in any and all capacities to sign on such person's  behalf,  individually and in
the  capacities   stated  below,   and  to  file  any  and  all  amendments  and
post-effective  amendments to this  Registration  Statement,  which amendment or
amendments may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate.

OFFICERS                                      DIRECTORS

/s/ Paul Enright                              /s/ Paul Enright
-----------------------------------           ---------------------------------
Paul Enright, President                       Paul Enright

/s/ Mark Goldberg                             /s/ Miguel Thomas Gonzalez
-----------------------------------           ---------------------------------
Mark Goldberg CEO                             Miguel Thomas Gonzalez

/s/ Robert L. Stevens
-----------------------------------
Robert L. Stevens, Vice President
of Financial Communications


The Plan

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado on June 15, 2009.

Marine Exploration, Inc. 2009 Stock Option and Award Plan
---------------------------------------------------------
(Plan)


By: /s/ Paul Enright
    --------------------------------------
Name and Title: Paul Enright, President


<PAGE>



                            MARINE EXPLORATION, INC.
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


EXHIBIT NO. DESCRIPTION

5.1      Opinion of Michael A. Littman, Attorney at Law
10.1     2009 Marine Exploration, Inc. Stock Option Plan
23.1     Consent of Ronald R. Chadwick, P.C.
23.2     Consent of Michael A. Littman, Attorney at Law (as contained in Exhibit
         5.1)


<PAGE>




                                   EXHIBIT 5.1
                                  EXHIBIT 23.2
                   Consent/Opinion of Michael A. Littman, Esq.




                               Michael A. Littman
                                 Attorney at Law
                                7609 Ralston Road
                                Arvada, CO 80002
                                 (303) 422-8127
                               Fax (303) 431-1567





                                  June 15, 2009


Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have examined the  Registration  Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended,  of 72,223 shares (the "Shares") of your
Common Stock issued or issuable  under the 2009 MARINE  EXPLORATION,  INC. STOCK
AWARD PLAN (the "Plan") referred to therein.  As your counsel in connection with
this transaction, I have examined the proceedings taken and proposed to be taken
by you in connection with the issuance of the Shares.

It is my opinion that the Shares,  when issued and paid for in  accordance  with
the terms of the Plan,  will be legally and  validly  issued,  fully  paid,  and
nonassessable.

I further  consent to the use of this opinion as an exhibit to the  Registration
Statement,  including  the  prospectus  constituting  a part  thereof,  and  any
amendment thereto.

                                              Sincerely,


                                              /s/ Michael A. Littman
                                              Michael A. Littman

MAL:jb




<PAGE>



                                  Exhibit 23.1



                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of our report,  dated  August 14, 2008,  on our audit of the  financial
statements  of Marine  Exploration,  Inc. as of June 30,  2008,  which report is
included  in the Annual  Report on Form 10-K for 2008 filed with the  Securities
and Exchange Commission on September 29, 2008.


June 15, 2009

/s/ Ronald R. Chadwick
-----------------------------------
Ronald R. Chadwick, P.C.
Aurora, Colorado
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 26089}]
{"company-data": {"conformed-name": "Marine Exploration Inc", "cik": "0001019654", "assigned-sic": "7389", "irs-number": "512264250", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-159993", "film-number": "09892637"}, "business-address": {"street1": "535 16TH STREET, SUITE 820", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "303-459-2485"}, "mail-address": {"street1": "535 16TH STREET, SUITE 820", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": [{"former-conformed-name": "MULTIMEDIA K I D INC", "date-changed": "20000620"}, {"former-conformed-name": "JENKON INTERNATIONAL INC", "date-changed": "19980528"}]}
As filed with the Securities and Exchange Commission on June 15, 2009

                                               Registration No. ________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            MARINE EXPLORATION, INC.
                 (Name of small business issuer in its charter)
Colorado                                               91-1890338
-----------------------------------------                  ------------------------------------
(State or Jurisdiction of Incorporation                      (I.R.S. Employer Identification
            or Organization)                                             Number)
535 Sixteenth Street, Suite 820
               -------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 459-2485
                ------------------------------------------------
                (Issuer's telephone number, Including Area Code)

            2009 MARINE EXPLORATION, INC. STOCK OPTION AND AWARD PLAN
                              (Full title of Plan)

                             Paul Enright, President
                            Marine Exploration, Inc.
                         535 Sixteenth Street, Suite 820
                             Denver, Colorado 80202
                                 (303) 459-2485
            (Name, address and telephone number of agent for service)

                        COPIES OF ALL COMMUNICATIONS TO:

                               Michael A. Littman
                                 Attorney at Law
                                7609 Ralston Road
                                Arvada, CO 80002
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer        [___]          Accelerated filer            [___]

Non-accelerated filer          [___]          Smaller reporting company    [_X_]
(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE

  Title of Each Class of       Amount To Be         Proposed Maximum           Proposed Maximum          Amount of
Securities To Be Registered   Registered (1)    Offering Price Per Unit    Aggregate Offering Price    Registration
                                                                                     (2)                    Fee
---------------------------- ------------------ ------------------------- --------------------------- ----------------
Common Stock               72,223                  .09                      6,500.07                 .70
(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated  pursuant to Rule 457(c) under the Securities  Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

The document or documents containing the information specified in Part I are not
required  to  be  filed  with  the  Securities  and  Exchange   Commission  (the
"Commission")  as part of this  Form  S-8  Registration  Statement,  but will be
provided as may be required under Rule 428(b)(1) of the Securities Act of 1933.

Individual  agreements  with the  Employees  which  provide  for the payment for
services rendered in shares of the common stock of the Company, in lieu of cash,
have been attached to the  Registration  Statement as Exhibits.  These documents
and the  documents  incorporated  by  reference in this  Registration  Statement
pursuant to Item 3 of Part II of this Form S-8,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

a.   General Plan Information

     1.   2009 Stock Award Plan

     2.   Nature and  purpose of the Plan is to provide  stock  compensation  to
          employees and consultants of the Company.

     3.   The Plan is not subject to Employee  Retirement Income Security Act of
          1974.

     4.   Additional information can be obtained by contacting:

                  Paul Enright, President
                  Marine Exploration, Inc.
                  535 Sixteenth Street, Suite 820
                  Denver, Colorado 80202
                  (303) 459-2485

     The Plan does not have a Plan Administrator and the Plan does not invest.

b.       Securities to be Offered

This  Registration  Statement on Form S-8  registers for resale 72,223 shares of
common stock, $.001 par value per share ("Common Stock") of Marine  Exploration,
Inc. (the "Company").

                  Title: Common Stock
                  Amount: 72,223 shares to be issued to consultant-attorney
                           pursuant to Plan.

TOTAL - 72,223  shares to be  offered,  of which  72,223  shares  are  issued to
consultant-attorney.

2009 Stock Award Plan
---------------------

The Company's  Board of Directors  has not yet approved  grants of any shares to
Directors/Officers and Employees of the Company to date.

                                       2
Consultant Stock Under Plan
---------------------------

The Company has agreed to issue  shares  under a Consulting  Fee  Agreement  for
legal  services  between the Company and the  individual  listed below for legal
services rendered in litigation matters, in the ordinary course of business, not
including mergers, fundraising or stock promotions.

                                                 Number of
                                               Shares to be
                  Name                            Granted
                  ----                            -------
               John Schlie                        72,223

         The stock is registered under Section 12g of the Exchange Act.

c.       Employees Who May Participate in the Plan

         All  employees  to Company  may  participate  while  employed  with the
Company and/or any subsidiaries of the Company.

d.       Purchase of Securities Pursuant to the Plan and Payment for  Securities
Offered

     1. Participation is allowed in the 2009 fiscal year at the market price per
share, in amounts to be set by the Board of Directors.

     2.  Payment  for the  securities  purchased  may only be in cash or through
services.

     3. Employees are not required to contribute to the Plan.

     4. Employees and the registrant are not required to contribute to the Plan.

     5. Reports are not made to employees  participating  in the Plan, since the
Plan does not hold assets for employees' accounts.

     6.  Securities will not be purchased for the Plan in either the open market
or through private transactions.

e.       Resale Restrictions

         There are no resale  restrictions on plan  participants,  except in the
event the participant is an officer, director or affiliate, or in the event that
the Plan contains a repurchase right of issuer, for any stock, or options,  as a
pre-condition of resale.

f.       Tax Effects of Plan Participation

         Participants will be taxed upon any shares issued for services provided
or for  awards.  Participants  will not be  taxable on stock  options  issued to
employees at the market price on date of grant.

g.       Investment of Funds

         No assets are held under the Plan.

h.       Withdrawal from the Plan; Assignment of Interest

         1. Employees may refuse to accept compensation or options.

         2. No assignment of an interest in the Plan is possible. However, stock
or options received under the Plan may be assigned,  subject to the terms of the
Plan, including the Right to Repurchase as defined therein.

         3. Not applicable.

                                       3
i.       Forfeitures and Penalties

         Except as otherwise  determined by the Plan Administrator,  at the time
of the Award, upon termination of a Participant's  continuous service during the
applicable  restriction  period, the Participant's  Restricted Stock, that is at
that time subject to  restrictions  shall be  forfeited  and  reacquired  by the
Company; provided that the Plan Administrator may provide, by rule or regulation
or in any  Award  agreement,  or may  determine  in any  individual  case,  that
restrictions  or forfeiture  conditions  relating to  Restricted  Stock shall be
waived in whole or in part in the event of terminations resulting from specified
causes,  and the Plan Administrator may in other cases waive in whole or in part
the forfeiture of Restricted Stock.

j.       Charges and Deductions and Liens Therefore

         Not applicable.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s)  containing the information specified in Part I of Form
S-8  will be sent or  given  to  participants  as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933 (the  "Securities  Act").  Such  document(s)  are not
being  filed with the  Commission,  but  constitute  (along  with the  documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the Company
with the Commission are hereby  incorporated by reference into this Registration
Statement:

         (a) The Annual Report on Form 10-K of Marine Exploration,  Inc. for the
fiscal year ended June 30, 2008 filed on September  29, 2008 under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended.

         (b) All  reports  filed by the  Company  pursuant  to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30,
2008.

         (c) The  description  of the  common  shares  issued by the  Company in
Registration  Statement  #333-143614  and any  amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.

         All of the above  documents  and  documents  subsequently  filed by the
Company with the Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Form S-8 Registration Statement and to be a part thereof from the date
of the  filing of such  documents.  Any  statement  contained  in the  documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be  deemed  to  be  modified  or  superseded  for  purposes  of  this  Form  S-8
Registration  Statement  to the  extent  that a  statement  contained  herein or
therein or in any other  subsequently filed document which also is, or is deemed
to be,  incorporated by reference  herein or therein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so  modified  or  superseded,  to  constitute  a part of this Form S-8
Registration Statement.

         All documents  incorporated by reference  herein will be made available
to all  participants  without  charge,  upon  written  or  oral  request.  Other
documents  required to be delivered to  participants  pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon written
or oral request. All requests for documents shall be directed to:

                  Paul Enright, President
                  Marine Exploration, Inc.
                  535 Sixteenth Street, Suite 820
                  Denver, Colorado 80202
                  (303) 459-2485

                                       4
ITEM 4. DESCRIPTION OF SECURITIES

         The  description  of the  common  shares  issued by the  Company in its
Registration  Statement  #333-143614,  and any amendment or report filed for the
purpose of updating such description under Registration Statement #333-143614.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity of the  securities  being  registered  hereunder  will be
passed on for the Company by M.A. Littman, Attorney at Law, of Arvada, Colorado.
He is an  independent  attorney and has no interest in the  issuance  registered
hereby.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Colorado  Revised Statutes provide that a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or proceeding, whether civil, criminal,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director,  officer, employee or agent of the Company or is or was serving at our
request in such capacity in another corporation or business association, against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.

         The Company,  pursuant to its bylaws, will provide indemnification with
its directors and executive  officers that provide the maximum indemnity allowed
to directors and executive officers by the Colorado Revised Statutes, subject to
certain  exceptions as well as certain  additional  procedural  protections.  In
addition,  the indemnification  provides generally that the Company will advance
expenses  incurred  by  directors  and  executives  officers  in any  action  or
proceeding  as to which  they may be  entitled  to  indemnification,  subject to
certain exceptions.

         The indemnification provisions in the bylaws may permit indemnification
for  liabilities   arising  under  the  Securities  Act  of  1933.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officer and controlling persons of the Company pursuant
to  the  foregoing  provisions,   or  otherwise,  the  Securities  and  Exchange
Commission  has opined that such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS

         (a) The undersigned Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to the  Registration  Statement
         to: (i) include  any  prospectus  required  by Section  10(a)(3) of the
         Securities  Act;  (ii)  reflect in the  prospectus  any facts or events
         arising after the effective date of the  Registration  Statement which,
         individually or in the aggregate, represent a fundamental change in the
         information   set   forth   in   the   Registration   Statement;    and
         notwithstanding  the  foregoing,  any increase or decrease in volume of
         securities  offered (if the total  dollar value of  securities  offered
         would not exceed that which was  registered) and any deviation from the
         low or high end of the estimated maximum offering range may be selected
         in the form of a prospectus filed with the Commission  pursuant to Rule
         424(b) if, in the aggregate,  the changes in volume and price represent
         no more than a 20  percent  change in the  maximum  aggregate  offering
         price  set  forth in the  "Calculation  of  Registration"  table in the
         effective  registration  statement;  and  (iii)  include  any  material
         information  with respect to the plan of  distribution  not  previously
         disclosed in the Registration  Statement or any material change to such
         information  in the  Registration  Statement,  provided  however,  that
         provisions (i) and (ii) of this  undertaking  are  inapplicable  if the
         information  to be filed  thereunder  is contained in periodic  reports
         filed by the Company pursuant to the Exchange Act that are incorporated
         by reference into the Registration Statement;

                                       5
(2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein  and the  offering  of such  securities  at that time  shall be
         deemed to be the initial bona fide offering thereof; and

                   (3) To remove from  registration  by means of  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

          (b)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public policy as expressed in the  Securities  Act and, is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than  director,   officer  or  controlling  person  in  the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

          (c) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  Exchange  Act)  that is  incorporated  by  reference  in
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       6
SIGNATURES

The Registrant

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Denver, Colorado on June 15, 2009.

Marine Exploration, Inc.

By: /s/ Paul Enright
 ---------------------------------------
Paul Enright, President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated on June __,  2009.  Each person  whose  signature to the  Registration
Statement  appears below hereby appoints Miguel Thomas Gonzalez as such person's
attorney-in-fact  with full power to act alone,  with full power of substitution
or re-substitution,  for such person and in such person's name, place and stead,
in any and all capacities to sign on such person's  behalf,  individually and in
the  capacities   stated  below,   and  to  file  any  and  all  amendments  and
post-effective  amendments to this  Registration  Statement,  which amendment or
amendments may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate.

OFFICERS                                      DIRECTORS

/s/ Paul Enright                              /s/ Paul Enright
-----------------------------------           ---------------------------------
Paul Enright, President                       Paul Enright

/s/ Mark Goldberg                             /s/ Miguel Thomas Gonzalez
-----------------------------------           ---------------------------------
Mark Goldberg CEO                             Miguel Thomas Gonzalez

/s/ Robert L. Stevens
-----------------------------------
Robert L. Stevens, Vice President
of Financial Communications

The Plan

Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado on June 15, 2009.

Marine Exploration, Inc. 2009 Stock Option and Award Plan
---------------------------------------------------------
(Plan)

By: /s/ Paul Enright
    --------------------------------------
Name and Title: Paul Enright, President
MARINE EXPLORATION, INC.
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

EXHIBIT NO. DESCRIPTION

5.1      Opinion of Michael A. Littman, Attorney at Law
10.1     2009 Marine Exploration, Inc. Stock Option Plan
23.1     Consent of Ronald R. Chadwick, P.C.
23.2     Consent of Michael A. Littman, Attorney at Law (as contained in Exhibit
         5.1)
EXHIBIT 5.1
                                  EXHIBIT 23.2
                   Consent/Opinion of Michael A. Littman, Esq.

                               Michael A. Littman
                                 Attorney at Law
                                7609 Ralston Road
                                Arvada, CO 80002
                                 (303) 422-8127
                               Fax (303) 431-1567

                                  June 15, 2009

Paul Enright, President
Marine Exploration, Inc.
535 Sixteenth Street, Suite 820
Denver, Colorado 80202

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have examined the  Registration  Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended,  of 72,223 shares (the "Shares") of your
Common Stock issued or issuable  under the 2009 MARINE  EXPLORATION,  INC. STOCK
AWARD PLAN (the "Plan") referred to therein.  As your counsel in connection with
this transaction, I have examined the proceedings taken and proposed to be taken
by you in connection with the issuance of the Shares.

It is my opinion that the Shares,  when issued and paid for in  accordance  with
the terms of the Plan,  will be legally and  validly  issued,  fully  paid,  and
nonassessable.

I further  consent to the use of this opinion as an exhibit to the  Registration
Statement,  including  the  prospectus  constituting  a part  thereof,  and  any
amendment thereto.

                                              Sincerely,

                                              /s/ Michael A. Littman
                                              Michael A. Littman

MAL:jb
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of our report,  dated  August 14, 2008,  on our audit of the  financial
statements  of Marine  Exploration,  Inc. as of June 30,  2008,  which report is
included  in the Annual  Report on Form 10-K for 2008 filed with the  Securities
and Exchange Commission on September 29, 2008.

June 15, 2009

/s/ Ronald R. Chadwick
-----------------------------------
Ronald R. Chadwick, P.C.
Aurora, Colorado