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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Florida
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90-0473054
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer
|
☐
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Accelerated
filer
|
☐
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|
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Non-accelerated
filer
|
☐
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Smaller
reporting company
|
☑
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(Do not
check if a smaller reporting company)
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||
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Emerging growth
company
|
☐
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||
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
Unaudited Condensed
Balance Sheets: March 31, 2018 and December 31,
2017
|
5
|
|
|
|
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Unaudited
Condensed Statements of Operations: Three months ended March 31,
2018 and 2017
|
6
|
|
|
|
|
Unaudited Condensed
Statements of Cash Flows: Three months ended March 31, 2018
and 2017
|
7
|
|
|
|
|
Notes
to Unaudited Condensed Financial Statements
|
8
|
|
|
|
|
Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
22
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|
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|
|
Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
|
27
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|
|
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Item 4T.
Controls and Procedures
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27
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|
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|
|
29
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Item 1. Legal
Proceedings
|
29
|
|
|
|
|
Item 1A. Risk
Factors
|
29
|
|
|
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
|
29
|
|
|
|
|
Item 3.
Defaults Upon Senior Securities
|
30
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|
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|
|
Item 4.
Submission of Matters to a Vote of Security Holders
|
30
|
|
|
|
|
Item 5. Other
Information
|
30
|
|
|
|
|
Item 6.
Exhibits
|
31
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SIGNATURES
|
32
|
|
|
March
31,
|
December
31,
|
|
|
2018
|
2017
|
|
Assets
|
||
|
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
$
-
|
$
62,609
|
|
Prepaid
expenses
|
7,850
|
32,227
|
|
Deposits
|
750
|
750
|
|
Total
current assets
|
8,600
|
95,586
|
|
|
|
|
|
Property
and equipment, net
|
11,812
|
20,308
|
|
|
|
|
|
Total
assets
|
$
20,412
|
$
115,894
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
||
|
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable and accrued expenses
|
$
335,711
|
$
279,288
|
|
Convertible
notes payable, net of discounts of $5,012 and $35,844
|
6,988
|
144,156
|
|
Convertible
notes payable, related parties, net of discounts of $10,357 and
$-0-
|
26,643
|
-
|
|
Notes
payable, net of discount of $32,537
|
172,463
|
|
|
Convertible
notes payable, in default
|
445,300
|
470,300
|
|
Convertible
notes payable, in default - related parties
|
234,500
|
234,500
|
|
Shareholder
loan
|
21,523
|
20,023
|
|
Notes
payable, in default
|
30,000
|
30,000
|
|
Notes
payable, in default - related parties
|
42,500
|
43,750
|
|
Total
current liabilities
|
1,315,628
|
1,222,017
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
Stockholders'
deficit:
|
|
|
|
Preferred
stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares
issued
|
|
|
|
Series
A - 7 shares issued and outstanding at March 31, 2018 and December
31, 2017
|
-
|
-
|
|
Series
B - 60 shares issued and outstanding at March 31, 2018 and December
31, 2017
|
-
|
-
|
|
Common
stock, $0.0001 par value -
3,900,000,000
shares authorized;2,818,574,905
and
|
|
|
|
2,784,317,155
shares issued and outstanding at March 31, 2018 and December 31,
2017
|
281,858
|
278,432
|
|
Additional
paid-in capital
|
12,361,825
|
12,293,080
|
|
Accumulated
deficit
|
(13,938,899
)
|
(13,677,635
)
|
|
Total
stockholders' deficit
|
(1,295,216
)
|
(1,106,123
)
|
|
Total
liabilities and stockholders' deficit
|
$
20,412
|
$
115,894
|
|
|
For the
three months ended March 31,
|
|
|
|
2018
|
2017
|
|
Revenue
|
$
-
|
$
-
|
|
|
|
|
|
Expenses:
|
|
|
|
Consulting
and contractor expenses
|
146,776
|
121,113
|
|
Vessel
Maintenance and Dockage
|
7,840
|
13,025
|
|
Professional
fees
|
23,595
|
18,180
|
|
General
and administrative expense
|
17,348
|
32,543
|
|
Depreciation
expense
|
8,496
|
8,496
|
|
Rent
expense
|
8,639
|
13,593
|
|
Surveying
and site mapping
|
-
|
15,595
|
|
Travel
and entertainment expense
|
17,430
|
10,444
|
|
Total
operating expenses
|
230,124
|
232,989
|
|
|
|
|
|
Loss
from operations
|
(230,124
)
|
(232,989
)
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
Interest
(expense), net
|
(31,139
)
|
(87,993
)
|
|
Total
other (expense)
|
(31,139
)
|
(87,993
)
|
|
|
|
|
|
Net
loss before income taxes
|
(261,263
)
|
(320,982
)
|
|
|
|
|
|
Income
taxes
|
-
|
-
|
|
|
|
|
|
Net
loss
|
$
(261,263
)
|
$
(320,982
)
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
$
-
|
$
-
|
|
Weighted
average common shares outstanding - basic and diluted
|
2,806,163,638
|
2,262,309,103
|
|
|
For the three months ended March 31,
|
|
|
|
2018
|
2017
|
|
Operating
activities
|
|
|
|
Net
loss
|
$
(261,263
)
|
$
(320,982
)
|
|
Adjustments
to reconcile net loss to
|
|
|
|
net
cash (used in) operating activities
|
|
|
|
Depreciation
|
8,496
|
8,496
|
|
Amortization
of debt discount and interest expense on
|
|
|
|
beneficial
conversion feature of convertible notes
|
13,959
|
|
|
Interest
income on fair value adjustment
|
-
|
(9,742
)
|
|
Common
stock issued for services
|
5,250
|
119,700
|
|
Common
stock issued for closing cost
|
900
|
1,200
|
|
Decrease
(increase) in:
|
|
|
|
Prepaid
expenses
|
24,377
|
-
|
|
Increase
(decrease) in:
|
|
|
|
Accounts
payable and accrued expenses
|
56,422
|
9,257
|
|
Net
cash (used in) operating activities
|
(151,859
)
|
(192,071
)
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
Proceeds
from the issuance of common stock
|
25,000
|
160,000
|
|
Proceeds
from the issuance convertible notes payable
|
12,000
|
40,000
|
|
Proceeds
form convertible note payable - related party
|
37,000
|
30,000
|
|
Proceeds
from notes payable
|
25,000
|
|
|
Proceeds
from shareholder loan
|
1,500
|
-
|
|
Proceeds
from note payable
|
25,000
|
-
|
|
Payments
on convertible notes payable in default
|
(10,000
)
|
|
|
Payments
on notes payable forn related parties
|
(26,250
)
|
-
|
|
Net
cash provided by financing activities
|
89,250
|
230,000
|
|
|
|
|
|
Net
(decrease) increase in cash
|
(62,609
)
|
37,929
|
|
|
|
|
|
Cash
- beginning of period
|
62,609
|
24,549
|
|
Cash
- end of period
|
$
-
|
$
62,478
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
Cash
paid for interest expense
|
$
2,711
|
$
-
|
|
Cash
paid for income taxes
|
$
-
|
$
-
|
|
Noncash
operating and financing activities:
|
|
|
|
Convertible
debt and accrued interest converted to common
|
|
|
|
stock
|
$
15,000
|
$
73,160
|
|
|
March 31,
2018
|
December 31,
2017
|
|
Diving
vessel
|
$
326,005
|
$
326,005
|
|
Equipment
|
32,420
|
32,420
|
|
Less accumulated
depreciation
|
(346,613
)
|
(338,117
)
|
|
|
$
11,812
|
$
20,308
|
|
|
For the Three Months Ended
March 31, 2018
|
For the Three Months Ended
March 31, 2017
|
|
Net loss
attributable to common stockholders
|
$
(261,263
)
|
$
(320,982
)
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
Basic and
diluted
|
2,806,163,638
|
2,262,309,103
|
|
|
|
|
|
Loss per
share:
|
|
|
|
Basic and
diluted
|
$
(0.00
)
|
$
(0.00
)
|
|
Term
|
Amount
|
Exercise Price
|
|
|
|
|
|
11/20/12 to
11/20/22
|
4,000,000
|
$
0.0050
|
|
09/18/15 to
09/18/20
|
4,000,000
|
$
0.0030
|
|
04/04/16 to
04/04/18
|
10,000,000
|
$
0.0020
|
|
07/12/16 to
01/12/18
|
4,000,000
|
$
0.0020
|
|
08/31/16 to
08/31/18
|
25,000,000
|
$
0.0010
|
|
02/14/17 to
08/14/18
|
33,333,333
|
$
0.0050
|
|
09/10/17 to
09/10/19
|
15,000,000
|
$
0.0250
|
|
09/10/17 to
09/10/19
|
10,000,000
|
$
0.0250
|
|
|
105,333,333
|
|
|
|
For the Three Months Ended March 31, 2018
|
For the Three Months Ended March 31, 2017
|
|
Income tax at
federal statutory rate
|
(34.00
)%
|
(34.00
)%
|
|
State tax, net of
federal effect
|
(3.96
)%
|
(3.96
)%
|
|
|
37.96
%
|
37.96
%
|
|
Valuation
allowance
|
(37.96
)%
|
(37.96
)%
|
|
Effective
rate
|
0.00
%
|
0.00
%
|
|
Issue Date:
|
Maturity Date
|
Principal Balance
|
Interest Rate
|
Conversion Rate
|
|
Convertible
notes payable:
|
|
|
|
|
|
February
6, 2018
|
November
7, 2018
|
$
6,000
|
6.00
%
|
0.0006
|
|
March
6, 2018
|
September 6, 2018
|
$
6,000
|
6.00
%
|
0.0006
|
|
Unamortized discounts
|
|
$
(5,012
)
|
|
|
|
Balance
|
|
$
6,988
|
|
|
|
|
|
|
|
|
|
Convertible
notes payable, related parties:
|
|
|
|
|
|
January
9, 2018
|
January
9, 2019
|
$
12,000
|
6.00
%
|
0.0006
|
|
March
14, 2018
|
May 14, 2018
|
$
25,000
|
6.00
%
|
0.0006
|
|
Unamortized discounts
|
|
$
(10,357
)
|
|
|
|
Balance
|
|
$
26,643
|
|
|
|
|
|
|
|
|
|
Convertible
notes payable, in default:
|
|
|
|
|
|
August
28, 2009
|
November
1, 2009
|
$
4,300
|
10.00
%
|
0.0150
|
|
April
7, 2010
|
November
7, 2010
|
$
70,000
|
6.00
%
|
0.0080
|
|
November
12, 2010
|
November
12, 2011
|
$
40,000
|
6.00
%
|
0.0050
|
|
October
31, 2012
|
April
30, 2013
|
$
8,000
|
6.00
%
|
0.0040
|
|
November
20, 2012
|
May
20, 2013
|
$
50,000
|
6.00
%
|
0.0050
|
|
January
19, 2013
|
July
30, 2013
|
$
5,000
|
6.00
%
|
0.0040
|
|
February
11, 2013
|
August
11, 2013
|
$
9,000
|
6.00
%
|
0.0060
|
|
September
25, 2013
|
March
25, 2014
|
$
10,000
|
6.00
%
|
0.0125
|
|
October
04, 2013
|
April
4, 2014
|
$
50,000
|
6.00
%
|
0.0125
|
|
October
30, 2013
|
October
30, 2014
|
$
50,000
|
6.00
%
|
0.0125
|
|
May
15, 2014
|
November
15, 2014
|
$
40,000
|
6.00
%
|
0.0070
|
|
October
13, 2014
|
April
13, 2015
|
$
25,000
|
6.00
%
|
0.0050
|
|
June
29, 2015
|
December
29, 2015
|
$
25,000
|
6.00
%
|
0.0030
|
|
September
18, 2015
|
March
18, 2016
|
$
25,000
|
6.00
%
|
0.0020
|
|
April
04, 2016
|
October
4, 2016
|
$
10,000
|
6.00
%
|
0.0010
|
|
July
19, 2016
|
July
19, 2017
|
$
4,000
|
6.00
%
|
0.0015
|
|
August
24, 2016
|
February
24, 2017
|
$
20,000
|
6.00
%
|
0.0010
|
|
Balance
|
|
$
445,300
|
|
|
|
|
|
|
|
|
|
Convertible
notes payable - related parties, in default:
|
|
|
|
|
|
January
09, 2009
|
January
9, 2010
|
$
10,000
|
10.00
%
|
0.0150
|
|
January
25, 2010
|
January
25, 2011
|
$
6,000
|
6.00
%
|
0.0050
|
|
January
18, 2012
|
July
18, 2012
|
$
50,000
|
8.00
%
|
0.0040
|
|
January
19, 2013
|
July
30, 2013
|
$
15,000
|
6.00
%
|
0.0040
|
|
July
26, 2013
|
January
26, 2014
|
$
10,000
|
6.00
%
|
0.0100
|
|
January
01, 2014
|
July
17, 2014
|
$
31,500
|
6.00
%
|
0.0060
|
|
May
27, 2014
|
November
27, 2014
|
$
7,000
|
6.00
%
|
0.0070
|
|
July
21, 2014
|
January
25, 2015
|
$
17,000
|
6.00
%
|
0.0080
|
|
October
16, 2014
|
April
16, 2015
|
$
21,000
|
6.00
%
|
0.0045
|
|
July
14, 2015
|
January
14, 2016
|
$
9,000
|
6.00
%
|
0.0030
|
|
January
12, 2016
|
July
12, 2016
|
$
5,000
|
6.00
%
|
0.0020
|
|
May
10, 2016
|
November
10, 2016
|
$
5,000
|
6.00
%
|
0.0005
|
|
May
10, 2016
|
November
10, 2016
|
$
5,000
|
6.00
%
|
0.0005
|
|
May
20, 2016
|
November
20, 2016
|
$
5,000
|
6.00
%
|
0.0005
|
|
July
12, 2016
|
January
12, 2017
|
$
5,000
|
6.00
%
|
0.0006
|
|
January
26, 2017
|
March
12, 2017
|
$
5,000
|
6.00
%
|
0.0005
|
|
February
24, 2017
|
August
24, 2017
|
$
25,000
|
6.00
%
|
0.0075
|
|
August
16, 2017
|
September
16, 2017
|
$
3,000
|
6.00
%
|
0.0008
|
|
Balance
|
|
$
234,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
convertible notes payable
|
|
$
713,431
|
|
|
|
Issue
Date:
|
Maturity
Date
|
Principal
Balance
|
Interest
Rate
|
|
Notes
payable:
|
|
|
|
|
November
29, 2017
|
November
29, 2019
|
$
105,000
|
2.06
%
|
|
December
14, 2017
|
December
14, 2018
|
$
75,000
|
6.00
%
|
|
March
7, 2018
|
April
15, 2018
|
$
25,000
|
6.00
%
|
|
Unamortized discount for loan fees
|
|
$
(32,537
)
|
|
|
Balance
|
|
$
172,463
|
|
|
Notes
payable, in default:
|
|
|
|
|
April
27, 2011
|
April
27, 2012
|
$
5,000
|
6.00
%
|
|
June
23, 2011
|
August
23, 2011
|
$
25,000
|
6.00
%
|
|
Balance
|
|
$
30,000
|
|
|
|
|
|
|
|
Notes
payable - related parties, in default:
|
|
|
|
|
February
24, 2010
|
February
24, 2011
|
$
7,500
|
6.00
%
|
|
October
6, 2015
|
November
15, 2015
|
$
10,000
|
6.00
%
|
|
January
31, 2018
|
March
2, 2018
|
$
25,000
|
6.00
%
|
|
Balance
|
|
$
42,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
notes payable
|
|
$
244,963
|
|
|
●
|
To
date, the Company has devoted its time towards establishing its
business to develop the infrastructure capable of researching,
exploring, recovering and conserving historic shipwrecks. The
Company has performed some research, exploration and recovery
activities.
|
|
●
|
Spent
considerable time and money researching potential shipwrecks
including obtaining information from foreign archives.
|
|
●
|
Although
the Company has not generated revenues to date, our business goals
continue to evolve. Relationships are being developed with foreign
dignitaries and scientists around the world, as well as with for
profit companies and a local university.
|
|
●
|
The
Company continues to review revenue producing opportunities
including joint ventures with other companies.
|
|
|
|
|
●
|
The
Company has investigated various types of equipment and technology
to expedite the process of finding artifacts other than iron or
ferrous metals. Most have been of no help, but the Company
continues to explore new technology. The Company may develop its
own proprietary technology or work with 3
rd
parties to develop technology to aid in
its exploration and recovery operations, which will require
additional time and money.
|
|
|
|
|
●
|
The
Company has investigated media opportunities and will continue to
evaluate different media strategies.
|
|
*
|
The
Company has an insufficient quantity of dedicated resources and
experienced personnel involved in reviewing and designing internal
controls. As a result, a material misstatement of the interim and
annual financial statements could occur and not be prevented or
detected on a timely basis.
|
|
*
|
We have
not achieved the optimal level of segregation of duties relative to
key financial reporting functions.
|
|
*
|
We do
not have an audit committee or an independent audit committee
financial expert. While not being legally obligated to have an
audit committee or independent audit committee financial expert, it
is the managements view that to have audit committee, comprised of
independent board members, and an independent audit committee
financial expert is an important entity-level control over the
Company's financial statements.
|
|
|
|
|
*
|
We have
not achieved an optimal segregation of duties for executive
officers of the Company.
|
|
*
|
Assessing
the current duties of existing personnel and consultants, assigning
additional duties to existing personnel and consultants, and, in a
cost effective manner, potentially hiring additional personnel to
assist with the preparation of the Company's financial statements
to allow for proper segregation of duties, as well as additional
resources for control documentation.
|
|
*
|
Assessing
the duties of the existing officers of the Company and, in a cost
effective manner, possibly promote or hire additional personnel to
diversify duties and responsibilities of such executive
officers.
|
|
*
|
Board
to review and make recommendations to shareholders concerning the
composition of the Board of Directors, with particular focus on
issues of independence. The Board of Directors will consider
nominating an audit committee and audit committee financial expert,
which may or may not consist of independent members.
|
|
Exhibit Number
|
Description
|
|
|
|
|
|
|
|
|
|
|
**101.INS
|
XBRL Instance
Document
|
|
|
|
|
**101.SCH
|
XBRL Taxonomy Extension
Schema
|
|
|
|
|
**101.CAL
|
XBRL Taxonomy Extension
Calculation Linkbase
|
|
|
|
|
**101.DEF
|
XBRL Taxonomy Extension
Definition Linkbase
|
|
|
|
|
**101.LAB
|
XBRL Taxonomy Extension Label
Linkbase
|
|
|
|
|
**101.PRE
|
XBRL Taxonomy Extension
Presentation Linkbase
|
|
|
Seafarer
Exploration Corp.
|
|
|
|
|
|
|
|
|
|
|
Date:
May 15, 2018
|
By:
|
/s/ Kyle Kennedy
|
|
|
|
Kyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer, Principal Financial Officer and Principal
Accounting Officer)
|
|
Date:
May 15, 2018
|
By:
|
/s/ Chuck Branscomb
|
|
|
|
Chuck
Branscomb, Director
|
|
Date:
May 15, 2018
|
By:
|
/s/ Robert L. Kennedy
|
|
|
|
Robert
L. Kennedy, Director
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|