Sec Form 13D Filing - MACDOUGALD FAMILY LP filing for ODYSSEY MARINE EXPL INC NE (OMEX) - 2005-05-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549
                    _________________________

                          SCHEDULE 13D
            Under the Securities Exchange Act of 1934
                        (Amendment No. 7)


                Odyssey Marine Exploration, Inc.
- --------------------------------------------------------------------
                        (Name of Issuer)


              Common Stock, $0.0001 par value per share
- --------------------------------------------------------------------
                 (Title of Class of Securities)



                           676118 10 2
- --------------------------------------------------------------------
                         (CUSIP Number)

                       James E. MacDougald
                 260 1st Avenue South, Suite 110
                  St. Petersburg, Florida 33701
                         (727) 823-9292
- --------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to
               Receive Notices and Communications)



                           May 4, 2005
- --------------------------------------------------------------------
     (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule
13G  to  report  the  acquisition that is  the  subject  of  this
Schedule  13D,  and is filing this schedule because  of  Sections
240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the  following
box:  [ ]





                          SCHEDULE 13D

CUSIP No. 676118 10 2                                   Page 2 of 7 Pages

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

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     MacDougald Family Limited Partnership
- -------------------------------------------------------------------------

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [X]
                                                                (b) [ ]

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

3    SEC USE ONLY


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

4    SOURCE OF FUNDS

     Not applicable
- -------------------------------------------------------------------------

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(E)                                 [ ]


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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     MacDougald Family Limited Partnership is organized as a Nevada
     limited partnership.
- -------------------------------------------------------------------------

  NUMBER OF SHARES  7   SOLE VOTING POWER
    BENEFICIALLY
   OWNED BY EACH        1,144,008
     REPORTING      -----------------------------------------------------
    PERSON WITH
                    8   SHARED VOTING POWER

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

                    9   SOLE DISPOSITIVE POWER

                        1,144,008
                    -----------------------------------------------------

                    10  SHARED DISPOSITIVE POWER

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

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,144,008
- -------------------------------------------------------------------------

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES                                                          [ ]

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     2.77%
- -------------------------------------------------------------------------

14   TYPE OF REPORTING PERSON

     PN
- -------------------------------------------------------------------------




                          SCHEDULE 13D

CUSIP No. 676118 10 2                                   Page 3 of 7 Pages

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

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     MacDougald Management, Inc.
- -------------------------------------------------------------------------

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) [X]
                                                              (b) [ ]

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

3    SEC USE ONLY

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

4    SOURCE OF FUNDS

     Not applicable
- -------------------------------------------------------------------------

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(E)                                [ ]

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     MacDougald Management, Inc. is a Florida corporation.
- -------------------------------------------------------------------------

  NUMBER OF SHARES
    BENEFICIALLY      7   SOLE VOTING POWER
   OWNED BY EACH
     REPORTING            1,144,008
    PERSON WITH       ---------------------------------------------------

                      8   SHARED VOTING POWER


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

                      9   SOLE VOTING POWER

                          1,144,008
                      ---------------------------------------------------

                      10  SHARED DISPOSITIVE POWER

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

11   SOLE VOTING POWER

     1,144,008
- -------------------------------------------------------------------------

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES                                                          [ ]

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     2.77 %
- -------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON

     CO
- -------------------------------------------------------------------------



                          SCHEDULE 13D

CUSIP No. 676118 10 2                                   Page 4 of 7 Pages

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

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     James E. MacDougald
- -------------------------------------------------------------------------

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]
                                                                 (b) [ ]

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

3    SEC USE ONLY

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

4    SOURCE OF FUNDS

     Not applicable
- -------------------------------------------------------------------------

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(E)                                  [ ]

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- -------------------------------------------------------------------------

  NUMBER OF SHARES    7   SOLE VOTING POWER
    BENEFICIALLY
   OWNED BY EACH          1,144,008
     REPORTING        ---------------------------------------------------
     PERSON WITH
                      8   SHARED VOTING POWER

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

                      9   SOLE DISPOSITIVE POWER

                          1,144,008
                      ---------------------------------------------------

                      10  SHARED DISPOSITIVE POWER

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

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,144,008
- -------------------------------------------------------------------------

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES                                                          [ ]

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     2.77%
- -------------------------------------------------------------------------

14   TYPE OF REPORTING PERSON

     IN
- -------------------------------------------------------------------------





      This  Amendment No. 7 to Schedule 13D (this "Amendment  No.
7")  hereby  amends and supplements the Schedule  13D  originally
filed   with   the   Securities  and  Exchange  Commission   (the
"Commission")  on March 9, 2001 (the "Initial Schedule  13D")  by
MacDougald   Family  Limited  Partnership,   a   Nevada   limited
partnership  ("MFLP"),  MacDougald  Management,  Inc.,  a Florida
corporation  ("MMI"), and James E. MacDougald (collectively,  the
"Reporting Persons"), as amended by Amendment No. 1 thereto filed
on  October 25, 2001 ("Amendment No. 1"), Amendment No. 2 thereto
filed  on November 20, 2003 ("Amendment No. 2"), Amendment No.  3
thereto  filed  on  September  23,  2004  ("Amendment  No.   3"),
Amendment  No. 4 thereto filed on September 28, 2004  ("Amendment
No.  4"),  Amendment  No. 5 thereto filed  on  February  4,  2005
("Amendment  No.  5"),  and Amendment  No.  6  thereto  filed  on
February  4,  2005  ("Amendment No. 6").  This Amendment  No.  7,
together  with  the  Initial  Schedule  13D,  Amendment  No.   1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment  No.
5,  and  Amendment  No.  6 are referred to  collectively  as  the
"Schedule 13D".  The information set forth in Items 1 and 4 below
are  being  included for reference purposes, but  no  change  has
occurred  with  respect to such information.    Unless  otherwise
defined  herein,  all capitalized terms shall have  the  meanings
ascribed to them in the Schedule 13D.

      This  Amendment No. 7 is being filed to report the sale  by
the Reporting Persons of certain of the outstanding shares of the
Common Stock (defined below) held by the Reporting Persons.

Item 1.  Security of Issuer
         ------------------

      This  Amendment  No. 7 relates to shares of  common  stock,
$0.0001  par value per share ("Common Stock"), of Odyssey  Marine
Exploration,  Inc.,  a Nevada corporation (the  "Issuer"),  whose
principal  executive offices are located at  3604  Swann  Avenue,
Tampa, Florida 33609.


Item 4.  Purpose of Transaction
         ----------------------

     This amendment is being filed to report the sale by MFLP  of
an aggregate of 1,200,000 shares of Common Stock between April 8,
2005 and May 6, 2005 in open market transactions.  As a result of
those  sales  transactions  and the increase  in  the  number  of
outstanding  shares of Common Stock, the Reporting  Persons  have
ceased  to  be  the  beneficial owners of more  than  5%  of  the
outstanding Common Stock.

     With respect to its remaining holdings of Common Stock, MFLP
will continue to monitor its investment in, and ownership of, the
Common  Stock  and  may, as result thereof,  determine  to  sell,
transfer,  or exchange the Common Stock with or to affiliates  or
third parties through private placements or market sales, acquire
additional  Common Stock, warrants, or options, or  maintain  its
ownership position.

     Except  as  indicated  in the Schedule  13D,  the  Reporting
Persons  have  no  plans or proposals which relate  to  or  would
result in:

     (a)  the  acquisition by any person of additional securities
          of  the Issuer, or the disposition of securities of the
          Issuer;

     (b)  an  extraordinary  corporate  transaction,  such  as  a
          merger,  organization  or  liquidation,  involving  the
          Issuer or any of its subsidiaries;

     (c)  a  sale  or transfer of a material amount of assets  of
          the Issuer or any of its subsidiaries;


                         Page 5 of 7 Pages



     (d)  any  change  in  the  present  board  of  directors  or
          management  of  the  Issuer,  including  any  plans  or
          proposals to change the number or term of directors  or
          to fill any existing vacancies on the board;

     (e)  any  material  change in the present capitalization  or
          dividend policy of the Issuer;

     (f)  any  other material change in the Issuer's business  or
          corporate structure;

     (g)  changes  in the Issuer's charter, bylaws or instruments
          corresponding thereto or other actions which may impede
          the acquisition of control of the Issuer by any person;

     (h)  causing  a  class  of securities of the  Issuer  to  be
          delisted  from  a national securities  exchange  or  to
          cease  to be authorized to be quoted in an inter-dealer
          quotation  system  of a registered national  securities
          association;

     (i)  a  class  of  equity securities of the Issuer  becoming
          eligible  for termination of registration  pursuant  to
          Section 12(g)(4) of the Act; or

     (j)  any action similar to any of those enumerated above.

Item 5.  Interest in Securities of Issuer
         --------------------------------

     (a)  As  of  the  date  of  hereof,  the  Reporting  Persons
          beneficially  own an aggregate of 1,144,008  shares  of
          Common  Stock, which represents approximately 2.77%  of
          the shares of Common Stock which were outstanding as of
          March  10, 2005 (as reported by the Issuer in its  Form
          10-KSB filed on March 23, 2005).

     (b)  For  purposes  of Section 13 of the Securities  Act  of
          1933,  as  amended, MMI may be deemed to control  MFLP,
          and  James  E. MacDougald may be deemed to control  MMI
          and  MFLP.   Each of the Reporting Persons may thus  be
          considered to beneficially own and to have sole  voting
          and   dispositive  power  with  respect  to   all   the
          Securities beneficially owned by MFLP.

     (c)  The  sales of the Common Stock by the Reporting Persons
          since those reported in Amendment No. 6 is set forth in
          Exhibit   13  attached  hereto  and  such  exhibit   is
          incorporated herein by reference.

     (d)  None.

     (e)  On  May 4, 2005, the Reporting Persons ceased to be the
          beneficial  owner  of more than 5% of  the  outstanding
          shares of Common Stock.

Item 7.  Material to Be Filed as Exhibits
         --------------------------------

 Exhibit 13    Table of Transactions in the Common Stock by
               Reporting Persons since filing of Amendment No.
               6.

                         Page 6 of 7 Pages


                            Signature

     After reasonable inquiry and to the best of my knowledge and
belief,  I  certify  that  the  information  set  forth  in  this
statement is true, complete and correct.



Dated:  May 10, 2005             MACDOUGALD FAMILY
                                 LIMITED PARTNERSHIP

                                 By:  MacDougald Management, Inc.
                                      its General Partner


                                 /s/ James E. MacDougald
                                 ----------------------------------
                                 James E. MacDougald,
                                 President


Dated:  May 10, 2005             MACDOUGALD MANAGEMENT, INC.



                                 /s/ James E. MacDougald
                                 ----------------------------------
                                 James E. MacDougald,
                                 Secretary and Treasurer


Dated:  May 10, 2005
                                 /s/ James
 E. MacDougald
                                 ----------------------------------
                                 James E. MacDougald (Individually)






















                         Page 7 of 7 Pages




                        INDEX TO EXHIBITS

  Exhibit
  Number                   Description of Exhibits
  -------                  -----------------------

    13     --    Table of Transactions in the Common Stock by Reporting
                 Persons Since the Filing of Amendment No. 6.