SEAFARER EXPLORATION CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark
One)
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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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For the quarterly period ended June 30, 2018
or
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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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For the transition period from _________ to
__________.
Commission File Number 000-29461
SEAFARER EXPLORATION CORP.
(Exact
name of registrant as specified in its charter)
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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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14497 N. Dale Mabry Highway, Suite 209-N, Tampa, Florida
33618
(Address
of principal executive offices) (Zip code)
(813) 448-3577
Registrant’s
telephone number
1
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
☑
No
☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
Yes
☑
No
☐
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 the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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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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☐
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Smaller
reporting company
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☑
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(Do not
check if a smaller reporting company)
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Emerging
growth company
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☑
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Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes
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No
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As of
August 8, 2018, there were 3,166,285,595 shares of the
registrant’s common stock, $.0001 par value per share,
outstanding.
2
SEAFARER EXPLORATION CORP.
Form 10-Q
For the Quarterly Period Ended June 30, 2018
TABLE OF CONTENTS
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4
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5
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Condensed Balance
Sheets: June 30, 2018 (unaudited) and December 31,
2017
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5
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Condensed
Statements of Operations: For the three months and six
months ended June 30, 2018 and 2017
(unaudited)
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6
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Condensed
Statements of Cash Flows: For the six months ended June 30, 2018
and 2017 (unaudited)
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7
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Notes
to Condensed Financial Statements (unaudited)
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8 -
26
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Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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27
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Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
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33
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Item 4T.
Controls and Procedures
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33
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35
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Item 1. Legal
Proceedings
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35
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Item 1A. Risk
Factors
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35
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Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
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35
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Item 3.
Defaults Upon Senior Securities
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36
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Item 4.
Submission of Matters to a Vote of Security Holders
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36
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Item 5. Other
Information
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36
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Item 6.
Exhibits
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36
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SIGNATURES
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37
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3
Statements
in this Form 10-Q Quarterly Report may be “forward-looking
statements.” Forward-looking statements include,
but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future events
or conditions. These statements are based on our current
expectations, estimates and projections about our business based,
in part, on assumptions made by our management. These
assumptions are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those
risks discussed in this Form 10-Q Quarterly Report, under
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and in other documents
which we file with the Securities and Exchange
Commission.
In
addition, such statements could be affected by risks and
uncertainties related to our financial condition, factors that
affect our industry, market and customer acceptance, changes in
technology, fluctuations in our quarterly results, our ability to
continue and manage our growth, liquidity and other capital
resource issues, compliance with government regulations and
permits, agreements with third parties to conduct operations,
competition, fulfillment of contractual obligations by other
parties and general economic conditions. Any
forward-looking statements speak only as of the date on which they
are made, and we do not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after
the date of this Form 10-Q Quarterly Report, except as required by
Federal Securities law.
4
SEAFARER EXPLORATION CORP.
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June 30,
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December 31,
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2018
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2017
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(
unaudited)
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Assets
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Current
assets:
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Cash
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$
23,548
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$
62,609
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Prepaid
expenses
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28,403
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32,227
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Deposits
and other receivables
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750
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750
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Total
current assets
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52,701
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95,586
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Property
and equipment, net
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3,508
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20,308
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Total
assets
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$
56,209
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$
115,894
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Liabilities and Stockholders'
Deficit
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Current
liabilities:
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Accounts
payable and accrued expense
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$
369,484
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$
279,288
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Convertible
notes payable, net of discounts of $2,532 and $35,844
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9,468
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144,156
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Convertible
notes payable, related parties, net of discounts of $28,002 and
$-0-
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37,498
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-
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Notes
payable, net of discounts of $25,545 and $-0-
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179,455
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-
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Convertible
notes payable, in default
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445,300
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470,300
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Convertible
notes payable, in default - related parties
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287,500
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234,500
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Shareholder
loan
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21,673
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20,023
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Notes
payable, in default
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73,546
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30,000
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Notes
payable, in default - related parties
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18,500
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43,750
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Total
current liabilities
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1,442,424
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1,222,017
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Commitments
and contingencies
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Stockholders'
deficit:
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Preferred
stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares
issued
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Series
A - 7 shares issued and outstanding at June 30, 2018 and December
31, 2016
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-
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-
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Series
B - 60 shares issued and outstanding at June 30, 2018 and December
31, 2016
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-
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Common stock, $0.0001 par value - 3,900,000,000
shares authorized; 3,101,150,762
and
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2,784,316,958
shares issued and outstanding at June 30, 2018 and December 31,
2017, respectively
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310,115
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278,432
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Additional
paid-in capital
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12,696,362
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12,293,080
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Accumulated
deficit
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(14,391,692
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(13,677,635
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Total
stockholders' deficit
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(1,385,215
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(1,106,123
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Total
liabilities and stockholders' deficit
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$
56,209
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$
115,894
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See
notes to condensed financial statements.
5
SEAFARER EXPLORATION CORP.
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Three months ended June 30,
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Six months ended June 30,
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2018
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2017
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2018
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2017
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Revenue
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$
-
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$
-
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$
-
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$
-
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Expenses:
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Consulting
and contractor expenses
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283,383
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65,834
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430,159
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186,947
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Vessel
maintenance and dockage
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15,265
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31,364
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23,105
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44,389
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Professional
fees
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12,131
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4,024
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35,726
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22,204
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General
and administrative expense
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25,348
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13,908
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42,696
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46,451
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Depreciation
expense
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8,496
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8,496
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16,992
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16,992
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Rent
expense
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10,446
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6,981
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19,085
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20,574
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Sureying
and mapping
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-
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-
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-
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15,595
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Travel
and entertainment expense
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19,157
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7,555
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36,587
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17,999
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Total
operating expenses
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374,226
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138,162
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604,350
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371,151
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Loss
from operations
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(374,226
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(138,162
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(604,350
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(371,151
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Other
expense:
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Interest
income (expense)
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(78,568
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(101,692
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(109,707
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(189,685
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Total
other expense
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(78,568
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(101,692
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(109,707
)
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(189,685
)
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Net
loss
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$
(452,794
)
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$
(239,854
)
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$
(714,057
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$
(560,836
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Net
loss per share - basic and diluted
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$
0.00
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$
0.00
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$
0.00
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$
0.00
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Weighted
average common shares outstanding - basic and diluted
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3,036,145,467
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2,516,180,900
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2,906,438,618
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2,395,753,200
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See
notes to condensed financial statements.
6
SEAFARER EXPLORATION CORP.
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June
30,
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June
30,
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2018
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2017
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Operating
activities
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Net
loss
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$
(714,057
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$
(560,836
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Adjustments
to reconcile net loss to
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net
cash used in operating activities
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Depreciation
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16,992
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16,992
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Amortization
of beneficial conversion feature
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of
the notes payable
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70,537
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71,049
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Interest
expense on converted debt
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11,422
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98,408
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Common
stock issued for services
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186,519
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144,700
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Common
stock issued for loan fees
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7,350
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1,200
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Increase
in:
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Prepaid
expenses and deposits
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(3,824
)
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(73,997
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Increase
(decrease) in:
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Accounts
payable and accrued expenses
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90,196
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(43,118
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Net
cash used in operating activities
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(334,865
)
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(345,602
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Cash
flows from investing activities
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Additions
to property and equipment
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(192
)
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-
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Net
cash used in investing activities
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(192
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-
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Cash
flows from financing activities:
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Proceeds
from the issuance of common stock
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131,550
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263,600
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Proceeds
from the issuance convertible notes payable
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80,546
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40,000
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Principal
payments on convertible notes payable
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(10,000
)
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Proceeds
from the issuance convertible notes payable, related
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party
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118,500
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25,000
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Principal
payments on convertible notes payable - related party
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(26,250
)
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Advances
from shareholder
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6,990
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5,000
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Repayments
of advances from shareholders
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(5,340
)
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(9,200
)
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Net
cash provided by financing activities
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295,996
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324,400
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Net
decrease in cash
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(39,061
)
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(21,202
)
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Cash
- beginning
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62,609
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24,549
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Cash
- ending
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$
23,548
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$
3,347
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Supplemental
disclosure of cash flow information:
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Cash
paid for interest expense
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$
-
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$
-
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Cash
paid for income taxes
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$
-
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$
-
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Noncash
operating and financing activities:
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Convertible
debt and accrued interest converted to common
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stock
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$
150,000
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$
314,912
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See
notes to condensed financial statements.
7
SEAFARER EXPLORATION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
accompanying condensed financial statements of Seafarer Exploration
Corp. (“Seafarer” or the “Company”) are
unaudited, but in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments)
necessary to fairly state the Company’s financial position,
results of operations, and cash flows as of and for the dates and
periods presented. The financial statements of the Company are
prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for
interim financial information.
These
unaudited condensed financial statements should be read in
conjunction with the Company’s audited financial statements
and footnotes included in the Company’s Report on Form 10-K
for the year ended December 31, 2017, filed with the Securities and
Exchange Commission (the “Commission”). The results of
operations for the three and six month periods ended June 30, 2018
are not necessarily indicative of the results that may be expected
for the entire year ending December 31, 2018 or for any future
period.
Seafarer
Exploration Corp. (the “Company”), formerly Organetix,
Inc. (“Organetix”), was incorporated on May 28, 2003 in
the State of Delaware.
The
principal business of the Company is to engage in the
archaeologically-sensitive exploration, documentation, recovery,
and conservation of historic shipwrecks with the objective of
exploring and discovering Colonial-era shipwrecks for future
generations to be able to appreciate and
understand. Seafarer currently has two different wreck
sites under permit with the State of Florida, one wreck site in the
permit renewal process and one wreck site under contract with a
private party and is working closely with the Florida Department of
Historical Resources and the Florida Bureau of Archeological
Research to research and document these, and additional, wreck
sites.
These
unaudited condensed financial statements have been prepared on a
going concern basis, which assumes the Company will be able to
realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future. The Company has
incurred net losses since inception, which raises substantial doubt
about the Company’s ability to continue as a going concern.
Based on its historical rate of expenditures, the Company expects
to expend its available cash in less than one month from August 14,
2018. Management's plans include raising capital through the equity
markets to fund operations and, eventually, the generation of
revenue through its business. The Company does not expect to
generate any significant revenues for the foreseeable
future.
Failure
to raise adequate capital and generate adequate revenues could
result in the Company having to curtail or cease operations. The
Company’s ability to raise additional capital through the
future issuances of the common stock is unknown. Additionally, even
if the Company does raise sufficient capital to support its
operating expenses and generate adequate revenues, there can be no
assurances that the revenue will be sufficient to enable it to
develop to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about the
Company's ability to continue as a going concern; however, the
accompanying condensed financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business.
These financial statements do not include any adjustments relating
to the recovery of the recorded assets or the classifications of
the liabilities that might be necessary should the Company be
unable to continue as a going concern.
This
summary of significant accounting policies of Seafarer Exploration
Corp. is presented to assist in understanding the Company’s
condensed financial statements. The condensed financial statements
and notes are representations of the Company’s management,
who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally
accepted in the United States of America and have been consistently
applied in the preparation of the condensed financial
statements.
Accounting Method
The
Company’s condensed financial statements are prepared using
the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of
America.
8
Cash and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all
highly liquid investments and short-term debt instruments with
original maturities of three months or less to be cash
equivalents.
Revenue Recognition
The
Company plans to recognize revenue on arrangements in accordance
with Securities and Exchange Commission Staff Accounting Bulletin
No. 101, “Revenue Recognition in Financial Statements”
and No. 104, “Revenue Recognition”. In all cases,
revenue will be recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the
service is performed and collectability is reasonably assured. For
the three and six month periods ended June 30, 2018 and 2017, the
Company did not report any revenues.
Earnings Per Share
The
Company has adopted the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards
Codification (“ASC”) 260-10 which provides for
calculation of "basic" and "diluted" earnings per
share. Basic earnings per share includes no dilution and
is computed by dividing net income or loss available to common
stockholders by the weighted average common shares outstanding for
the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the earnings
of an entity. Basic and diluted losses per share were
the same at the reporting dates as there were no common stock
equivalents outstanding at June 30, 2018 and 2017.
Fair Value of Financial Instruments
Fair
value is defined in the authoritative guidance as the price that
would be received to sell an asset or paid to transfer a liability
in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at
the measurement date. A fair value hierarchy was established, which
prioritizes the inputs used in measuring fair value into three
broad levels as follows:
Level 1
– Valuation based on unadjusted quoted market prices in
active markets for identical assets or liabilities.
Level 2
– Valuation based on, observable inputs (other than level one
prices), quoted market prices for similar assets such as at the
measurement date; quoted prices in the market that are not active;
or other inputs that are observable, either directly or
indirectly.
Level 3
– Valuation based on unobservable inputs that are supported
by little or no market activity, therefore requiring
management’s best estimate of what market participants would
use as fair value.
In
instances where the determination of the fair value measurement is
based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair
value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The
Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires
judgment, and considers factors specific to the asset or liability.
The valuation of the Company’s notes recorded at fair value
is determined using Level 3 inputs, which consider (i) time value,
(ii) current market and (iii) contractual prices.
The
carrying amounts of financial assets and liabilities, such as cash
and cash equivalents, receivables, accounts payable, notes payable
and other payables, approximate their fair values because of the
short maturity of these instruments.
Property and Equipment and Depreciation
Fixed
assets are recorded at historical cost. Depreciation is computed on
the straight-line method over the estimated useful lives of the
respective assets. Property and equipment, net consist of the
following at June 30, 2018 and December 31, 2017:
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|
June 30,
2018
|
December 31,
2017
|
|
Diving
vessel
|
$
326,005
|
$
326,005
|
|
Equipment
|
32,612
|
32,420
|
|
Less accumulated
depreciation
|
(355,109
)
|
(338,117
)
|
|
|
$
3,508
|
$
20,308
|
Depreciation expense was $16,992 for each of the six month periods
ended June 30, 2018 and 2017, and $8,496 for each of the three
month periods ended June 30, 2018 and
2017.
9
Impairment of Long-Lived Assets
In
accordance with ASC 360-10, the Company, on a regular basis,
reviews the carrying amount of long-lived assets for the existence
of facts or circumstances, both internally and externally, that
suggest impairment. The Company determines if the carrying amount
of a long-lived asset is impaired based on anticipated undiscounted
cash flows, before interest, from the use of the asset. In the
event of impairment, a loss is recognized based on the amount by
which the carrying amount exceeds the fair value of the asset. Fair
value is determined based on appraised value of the assets or the
anticipated cash flows from the use of the asset, discounted at a
rate commensurate with the risk involved. There were no impairment
charges recorded during the six month periods ended June 30, 2018
and 2017.
Stock Based Compensation
The
Company accounts for stock based compensation awards issued to
employees and non-employees for services, as prescribed by ASC
718-10, at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more
readily determinable. The Company has historically issued
compensatory shares for various services including, but not limited
to, executive, board of directors, business consulting, corporate
advisory, accounting, technology research and consulting, historic
research, archeological, operations, strategic planning, corporate
communications, financial, legal and administrative consulting
services. As determined by Management, the Company may issue
compensatory shares in the future for these or other
services.
Use of Estimates
The
process of preparing condensed financial statements in conformity
with accounting principles generally accepted in the United States
of America requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues, and
expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the condensed financial
statements. Accordingly, upon settlement, actual results
may differ from estimated amounts.
Convertible Notes Payable
The
Company accounts for conversion options embedded in convertible
notes in accordance with ASC 815. ASC 815 generally requires
companies to bifurcate conversion options embedded in convertible
notes from their host instruments and to account for them as free
standing derivative financial instruments. ASC 815 provides for an
exception to this rule when convertible notes, as host instruments,
are deemed to be conventional, as defined by ASC
815-40.
The
Company accounts for convertible notes deemed conventional and
conversion options embedded in non-conventional convertible notes
which qualify as equity under ASC 815, in accordance with the
provisions of ASC 470-20, which provides guidance on accounting for
convertible securities with beneficial conversion features.
Accordingly, the Company records, as a discount to convertible
notes, the intrinsic value of such conversion options based upon
the differences between the fair value of the underlying common
stock at the commitment date of the note transaction and the
effective conversion price embedded in the note. Debt discounts
under these arrangements are amortized over the term of the related
debt.
The
classification of derivative instruments, including the
determination of whether such instruments should be recorded as
liabilities or as equity, is evaluated at the end of each reporting
period. Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether or
not net-cash settlement of the derivative instrument could be
required within 12 months from the balance sheet
date.
Convertible Notes Payable at Fair Value
The
Company elected to account for certain convertible notes payable
under the guidance of ASC 815-15-25-4. This guidance allows an
entity that initially recognizes a hybrid financial instrument as a
single instrument that under paragraph 815-15-25-1 would be
required to be separated into a host contract and a derivative
instrument may irrevocably elect to initially and subsequently
measure that hybrid financial instrument in its entirety at fair
value (with changes in fair value recognized in
earnings).
The
fair value option is also available when a previously recognized
financial instrument subject to a re-measurement event and the
separate recognition of an embedded derivative. The election to use
the fair value option may be made instrument by
instrument.
10
The
Company is authorized to sell or issue 3,900,0000,000 shares of
common stock.
Preferred Stock
The
Company is authorized to sell or issue 50,000,000 shares of
preferred stock.
Series A Preferred Stock
At June
30, 2018 and 2017, the Company had seven shares of Series A
preferred stock issued and outstanding. Each share of Series A
preferred stock has the right to convert into 214,289 shares of the
Company’s common stock.
Series B Preferred Stock
On
February 10, 2014, the Board of Directors of the Company under the
authority granted under Article V of the Articles of Incorporation,
defined and created a new preferred series of shares from the
50,000,000 authorized preferred shares. Pursuant to Article V, the
Board of Directors has the power to designate such shares and all
powers and matters concerning such shares. Such share class shall
be designated Preferred Class B. The preferred class was created
for 60 Preferred Class B shares. Such shares each have a voting
power equal to one percent of the outstanding shares issued
(totaling 60%) at the time of any vote action as necessary for
share votes under Florida law, with or without a shareholder
meeting. Such shares are non-convertible to common stock
of the Company and are not considered as convertible under any
accounting measure. Such shares shall only be held by the Board of
Directors as a Corporate body, and shall not be placed into any
individual name. Such shares were considered issued at the time of
this resolution’s adoption, and do not require a stock
certificate to exist, unless selected to do so by the Board for
representational purposes only. Such shares are
considered for voting as a whole amount, and shall be voted for any
matter by a majority vote of the Board of Directors. Such shares
shall not be divisible among the Board members, and shall be voted
as a whole either for or against such a vote upon the vote of the
majority of the Board of Directors. In the event that there is any
vote taken which results in a tie of a vote of the Board of
Directors, the vote of the Chairman of the Board shall control the
voting of such shares. Such shares are not transferable except in
the case of a change of control of the Corporation when such shares
shall continue to be held by the Board of Directors. Such shares
have the authority to vote for all matters that require a share
vote under Florida law and the Articles of
Incorporation.
Warrants
and Options
The
Company did not issue any warrants or options during the six month
period ended June 30, 2018.
At June
30, 2018 the Company had warrants to purchase a total of 91,333,333
shares of its restricted common stock outstanding:
|
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
|
|
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
|
|
|
91,333,333
|
|
11
The
items accounting for the difference between income taxes computed
at the federal statutory rate and the provision for income taxes
are as follows:
|
|
For the Six Months Ended June
30, 2018
|
For the Six Months Ended June
30, 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
%
|
Deferred
income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax
purposes.
As of
June 30, 2018, and December 31, 2017, the Company’s only
significant deferred income tax asset was an estimated net tax
operating loss of $14,014,000 and $13,300,000 respectively that is
available to offset future taxable income, if any, in future
periods, subject to expiration and other limitations imposed by the
Internal Revenue Service. Management has considered the
Company's operating losses incurred to date and believes that a
full valuation allowance against the deferred tax assets is
required as of June 30, 2018 and December 31, 2017. The Company is
preparing and reviewing information for tax returns for past years.
Due to the Company’s lack of revenue since inception,
management does not anticipate that there is any income tax
liability for past years. Management has evaluated tax positions in
accordance with ASC 740 and has not identified any tax positions,
other than those discussed above, that require
disclosure.
Corporate Office
The
Company leases 823 square feet of office space located at 14497
North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The
Company entered into an amended lease agreement commencing on July
20, 2017 through June 30, 2020 with base monthly rents of $1,252
from July 1, 2017 to June 30, 2018, $1,289 from July 1, 2018
to June 30, 2019, and $1,328 from July 1, 2019 to June 30,
2020. Under the terms of the lease there may be additional fees
charged above the base monthly rental fee.
Operations House
The
Company has an operating lease for a house located in Palm Bay,
Florida. The Company uses the house to store equipment and gear and
to provide temporary work-related living quarters for its divers,
personnel, consultants and independent contractors involved in its
exploration and recovery operations. The term of the lease
agreement commenced on October 1, 2015 and expired on October 31,
2016. The Company pays $1,300 per month to lease the
operations house. The term of the lease expired in October 2016,
the Company is leasing the operations house on a month-to-month
basis and anticipates continuing to lease the house for the
foreseeable future.
Upon
inception, the Company evaluates each financial instrument to
determine whether it meets the definition of “conventional
convertible” debt under ASC 470.
12
Convertible Notes Payable
The
following table reflects the convertible notes payable at June 30,
2018:
|
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
|
|
Balance
|
|
$
12,000
|
|
|
|
|
|
|
|
|
|
Convertible
notes payable, related parties:
|
|
|
|
|
|
January
9, 2018
|
January
9, 2019
|
$
12,000
|
6.00
%
|
0.0006
|
|
May
08, 2018
|
July
8, 2018
|
$
25,000
|
6.00
%
|
0.0007
|
|
June
12, 2018
|
September
12, 2018
|
$
3,000
|
6.00
%
|
0.0007
|
|
June
20, 2018
|
September 12, 2018
|
$
500
|
6.00
%
|
0.0007
|
|
Balance
|
|
$
40,500
|
|
|
|
|
|
|
|
|
|
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
|
|
|
13
|
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
|
|
March
14, 2018
|
May
14, 2018
|
$
25,000
|
6.00
%
|
0.0007
|
|
April
4, 2018
|
June
4, 2018
|
$
3,000
|
6.00
%
|
0.0007
|
|
April
11, 2018
|
June
11, 2018
|
$
25,000
|
6.00
%
|
0.0007
|
|
May
30, 2018
|
August
30, 2018
|
$
25,000
|
6.00
%
|
0.0007
|
|
Balance
|
|
$
312,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
convertible notes payable
|
|
$
810,300
|
|
|
|
Less unamortized discounts
|
|
$
(30,534
)
|
|
|
|
|
$
799,766
|
|
|
|
14
Notes Payable
The
following table reflects the notes payable at June 30,
2017:
|
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
%
|
|
Balance
|
|
$
205,000
|
|
|
|
|
|
|
|
Notes
payable, in default:
|
|
|
|
|
April
27, 2011
|
April
27, 2012
|
$
5,000
|
6.00
%
|
|
June
23, 2011
|
August
23, 2011
|
$
25,000
|
6.00
%
|
|
October
23, 2017
|
November
23, 2017
|
$
3,546
|
6.00
%
|
|
April
20, 2018
|
May
4, 2018
|
$
40,000
|
6.00
%
|
|
Balance
|
|
$
73,546
|
|
|
|
|
|
|
|
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
%
|
|
March
8, 2018
|
April
9, 2018
|
$
1,000
|
6.00
%
|
|
Balance
|
|
$
18,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
notes payable
|
|
$
297,046
|
|
|
Less unamortized discounts
|
|
$
(25,545
)
|
|
|
|
$
271,501
|
|
|
New Convertible Notes Payable and Notes Payable
During
the six month period ended June 30, 2018 the Company entered into
the following Convertible Notes Payable and Notes Payable
Agreements:
In
January of 2018, the Company entered into a convertible promissory
note agreement in the amount of $12,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before January 9, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0006 per
share.
In
January of 2018, the Company entered into a promissory note
agreement in the amount of $25,000 with a related party. This note
pays interest at a rate of 6% per annum and the principal and
accrued interest were due on or before March 2, 2018. The related
party lender received 2,000,000 shares of the Company’s
restricted common stock as a loan origination fee. The Company
agreed that if the note was not repaid in full by March 2, 2018
then the interest rate on the note would increase to 10% after that
date until the note is paid in full and the Company would be
obligated to pay an additional 1,000,000 shares of the Company
restricted common stock to the related party lender. This note was
repaid and the balance owed at June 30, 2018 was $0.
In
February of 2017, the Company entered into a convertible promissory
note agreement in the amount of $6,000 with an individual. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before November 7, 2018. The note is
unsecured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.0006 per
share.
In
February of 2018, the Company entered into a promissory note
agreement in the amount of $1,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 9, 2018. This note was repaid and the balance
owed at June 30, 2018 was $0.
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $6,000 with an individual. This
note pays interest at a rate of 6% per annum and the principal and
accrued interest is due on or before September 6, 2018. The lender
received 500,000 shares of the Company’s restricted common
stock as a loan origination fee. The note is
unsecured.
In
March of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before April 15, 2018. The lender received
5,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is
unsecured.
15
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May14, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0006 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 4, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 11, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 15, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee and a $1,250 financing fee. This note was
repaid and the balance owed at June 30, 2018 was $0.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $40,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 4, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is
unsecured.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before July 8, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before July 8, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $3,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $500 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
Note Conversions
A
lender who had a convertible promissory note outstanding with a
principal balance of $15,000 elected to convert the principal
balance of the note plus accrued interest into 10,507,947 shares of
the Company’s common stock. The remaining principal balance
of this note was $0 at June 30, 2018.
Shareholder Loans
At June
30, 2018 the Company had six loans outstanding to its CEO totaling
$19,783, consisting of a loan in the amount of $11,983 with a 6%
annual rate of interest, a loan in the amount of $1,500 at 6% rate
of interest and an option to convert the loan into restricted
shares of the Company’s common stock at $0.0005, a loan in
the amount of $2,600 at 1% rate of interest, a loan in the amount
of $3,000 at 1% rate of interest, a loan in the amount of $500 at
1% rate of interest and a loan in the amount of $200 at 1% rate of
interest.
16
Convertible Notes Payable and Notes Payable, in
Default
The
Company does not have additional sources of debt financing to
refinance its convertible notes payable and notes payable that are
currently in default. If the Company is unable to obtain additional
capital, such lenders may file suit, including suit to foreclose on
the assets held as collateral for the obligations arising under the
secured notes. If any of the lenders file suit to foreclose on the
assets held as collateral, then the Company may be forced to
significantly scale back or cease its operations which would more
than likely result in a complete loss of all capital that has been
invested in or borrowed by the Company. The fact that the Company
is in default of several promissory notes held by various lenders
makes investing in the Company or providing any loans to the
Company extremely risky with a very high potential for a complete
loss of capital.
The
convertible notes that have been issued by the Company are
convertible at the lender’s option. These convertible notes
represent significant potential dilution to the Company’s
current shareholders as the convertible price of these notes is
generally lower than the current market price of the
Company’s shares. As such when these notes are converted into
shares of the Company’s common stock there is typically a
highly dilutive effect on current shareholders and very possible
that such dilution may significantly negatively affect the trading
price of the Company’s common stock.
Agreement to Explore a Shipwreck Site Located off of Brevard
County, Florida
On
March 1, 2014, Seafarer entered into a partnership and ownership
with Marine Archaeology Partners, LLC, with the formation of
Seafarer’s Quest, LLC. Such LLC was formed in the State of
Florida for the purpose of permitting, exploration and recovery of
artifacts from a designated area on the east coast of Florida. Such
site area is from a defined, contracted area by a separate entity,
which a portion of such site is designated from a previous
contracted holding through the State of Florida. Under such
agreement, Seafarer is responsible for costs of permitting,
exploration and recovery, and is entitled to 60% of such artifact
recovery. Seafarer has a 50% ownership, with designated management
of the LLC coming from Seafarer.
Exploration Permit with the Florida Division of Historical
Resources for an Area off of Melbourne Beach, Florida
On July
28, 2014, Seafarer’s Quest, LLC, received a 1A-31 Permit (the
“Permit”) from the Florida Division of Historical
Resources for an area identified off of Melbourne Beach, Florida.
The Permit is active for three years from the date of
issuance.
Exploration Permit with the Florida Division of Historical
Resources for an Area off of Melbourne Beach, Florida
On July
6, 2016, Seafarer’s Quest, LLC, received a 1A-31 Permit (the
“Permit”) from the Florida Division of Historical
Resources for a second area identified off of Melbourne Beach,
Florida. The Permit is active for three years from the date of
issuance.
Certain Other Agreements
In
February of 2018, the Company entered into an agreement with an
individual to join the Company’s advisory council. Under the
terms of the advisory council agreement the advisor agreed to
provide various advisory services to the Company, including making
recommendations for both the short term and the long term business
strategies to be employed by the Company, monitoring and assessing
the Company's business and to advise the Company’s Board of
Directors with respect to an appropriate business strategy on an
ongoing basis, commenting on proposed corporate decisions and
identifying and evaluating alternative courses of action, making
suggestions to strengthen the Company's operations, identifying and
evaluating external threats and opportunities to the Company,
evaluating and making ongoing recommendations to the Board with
respect to the Company's business, and providing such other
advisory or consulting services as may be appropriate from time to
time. The term of the advisory council agreements is for one year.
In consideration for the performance of the advisory services, the
Company agreed to issue the advisor 4,250,000 shares of the
Company’s restricted common stock valued at approximately
$4,250. Per the terms of the agreement the shares vest at a rate of
1/12th of the amount per month over the term of the
agreement. If the advisor or the Company terminates the
advisory council agreement prior to the expiration of the one year
term, then the advisor has agreed to return to the Company for
cancellation any portion of the shares that have not vested. Under
the advisory council agreements, the Company has agreed to
reimburse the advisor for preapproved expenses.
In
February of 2018, the Company entered into a consulting agreement
with a consultant to advise the Company regarding certain
technologies. The Company issued 1,000,000 shares of its restricted
common stock to the consultant for the services. The consultant
agreed that all work performed under the agreement including
business and strategic plans and proposals works-made-for-hire
under U.S. copyright law and such works shall be the property of
the Company.
17
In
February of 2018, the Company entered into a subscription agreement
to sell 10,000,000 shares of restricted common stock to two
individuals in exchange for proceeds of $25,000. The Company also
agreed that the purchaser will be entitled to receive $125,000 of
treasure of their choice after both the Company has recovered a
minimum of $1,750,000 of artifacts/treasure and the State of
Florida has received its full share of treasure per any permits or
agreements. The purchaser will have the right to convert up to a
maximum of $125,000 worth of treasure that they have received into
shares of the Company’s restricted common stock at a discount
of 10% of the average trading price of the Company’s common
stock of the previous five days closing price provided that the
Company’s common stock is trading at or above $0.04 by
providing a written notice to the Company. The conversion option
will expire eighteen months after the Company first locates a
minimum of $1,750,000 worth of treasure. The value of any treasure
recovered will be determined by a mutually agreed upon third party
who is a recognized expert in the valuation of historic
artifacts.
In
April of 2018, the Company extended the term of a previous
agreement with an individual who is related to the Company’s
CEO to continue serving as a member of the Company’s Board of
Directors. Under the agreement, the Director agreed to provide
various services to the Company including making recommendations
for both the short term and the long term business strategies to be
employed by the Company, monitoring and assessing the Company's
business and to advise the Company’s Board of Directors with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions and identifying and
evaluating alternative courses of action, making suggestions to
strengthen the Company's operations, identifying and evaluating
external threats and opportunities to the Company, evaluating and
making ongoing recommendations to the Board with respect for one
year and may be terminated by either the Company or the Director by
providing written notice to the other party. The agreement also
terminates automatically upon the death, resignation or removal of
the Director. Under the terms of the agreement, the Company agreed
to compensate the individual via payment of 23,000,000 restricted
shares of its common stock, and to negotiate future compensation on
a year-by-year basis. The Company also agreed to reimburse the
individual for preapproved expenses.
In
April of 2018, the Company extended the term of a previous
agreement with an individual who is related to the Company’s
CEO to continue serving as a member of the Company’s Board of
Directors. Under the agreement, the Director agreed to provide
various services to the Company including making recommendations
for both the short term and the long term business strategies to be
employed by the Company, monitoring and assessing the Company's
business and to advise the Company’s Board of Directors with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions and identifying and
evaluating alternative courses of action, making suggestions to
strengthen the Company's operations, identifying and evaluating
external threats and opportunities to the Company, evaluating and
making ongoing recommendations to the Board with respect for one
year and may be terminated by either the Company or the Director by
providing written notice to the other party. The agreement also
terminates automatically upon the death, resignation or removal of
the Director. Under the terms of the agreement, the Company agreed
to compensate the individual via payment of 23,000,000 restricted
shares of its common stock, and to negotiate future compensation on
a year-by-year basis. The Company also agreed to reimburse the
individual for preapproved expenses.
In
April of 2018, the Company paid one of its consultants 22,8333,000
of its restricted common stock in lieu of $15,983 cash for various
technology consulting services and research into certain
technologies for use in the Company’s
operations.
In
April of 2018, the Company issued 25,000,000 shares of restricted
common stock to one of its consultants. The Company believes that
the consultant has provided services at below market rates of
compensation and on favorable terms to the Company, including a
willingness to defer being paid cash for services for periods of
time. The shares were paid both as a partial adjustment to more
fairly compensate the consultant and as a bonus and inducement for
the consultant to continue to provide services to the Company under
terms that are favorable to the Company.
In
April of 2018, the Company issued 1,500,000 shares of restricted
common stock to one of its consultants. The Company believes that
the consultant has provided services at below market rates of
compensation and on favorable terms to the Company, including a
willingness to defer being paid cash for services for periods of
time. The shares were paid both as a partial adjustment to more
fairly compensate the consultant and as a bonus and inducement for
the consultant to continue to provide services to the Company under
terms that are favorable to the Company.
In
April of 2018, the Company issued a consultant 8,000,000 shares of
restricted common stock for providing various project management
services related to the Company’s shipwreck exploration and
recovery services. The Company believes that the consultant
has provided services at below market rates of compensation and on
favorable terms to the Company, including a willingness to defer
being paid cash for services for periods of time. The shares were
paid both as a partial adjustment to more fairly compensate the
consultant and as a bonus and inducement for the consultant to
continue to provide services to the Company under terms that are
favorable to the Company.
In
April of 2018, the Company entered into agreements with six
separate individuals to either join or rejoin the Company’s
advisory council. Under the advisory council agreements all of the
advisors agreed to provide various advisory services to the
Company, including making recommendations for both the short term
and the long term business strategies to be employed by the
Company, monitoring and assessing the Company's business and to
advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect to the Company's
business, and providing such other advisory or consulting services
as may be appropriate from time to time. The term of each of the
advisory council agreements is for one year. In consideration for
the performance of the advisory services, the Company agreed to
issue the advisors shares of the Company’s restricted common
stock including 5,000,000 to one of the advisors, 4,000,000 shares
each to three of the advisors, 2,000,000 shares to one of the
advisors, and 1,000,000 shares to one of he advisors, an aggregate
total of 20,000,000 restricted shares. According to the agreements
each of the advisors’ shares vest at a rate of 1/12 th of the
amount per month over the term of the agreement. If any of the
advisors or the Company terminates the advisory council agreements
prior to the expiration of the one year terms, then each of the
advisors whose agreement has been terminated has agreed to return
to the Company for cancellation any portion of their shares that
have not vested. Under the advisory council agreements, the Company
has agreed to reimburse the advisors for pre approved
expenses.
18
In
April of 2018, the Company agreed to provide to an individual who
had previously joined the Company’s advisory council an
additional 5,000,000 shares of restricted common stock for
extending the advisory council agreement and for efforts above and
beyond the services agreed to in the original advisory council
agreement.
In
April of 2018, the Company entered into a consulting agreement with
an individual for the purpose of contract management in the fields
of film and media. Under the terms of the agreement the Company
issued 500,000 million shares of its restricted common stock to the
consultant for services. The Company also agreed to reimburse the
consultant for pre-approved expenses incurred in conjunction with
the performance of the services.
In
April of 2018, the Company entered into a consulting agreement with
a consultant to advise the Company regarding certain technologies.
The Company issued 1,000,000 shares of its restricted common stock
to the consultant for the services. The consultant agreed that all
work performed under the agreement including business and strategic
plans and proposals works-made-for-hire under U.S. copyright law
and such works shall be the property of the Company.
In
April of 2018, the Company entered extend a previous consulting
agreement with an individual for the purpose of contract management
in the fields of film and media. Under the terms of the agreement
the Company issued 3,500,000 million shares of its restricted
common stock to the consultant for services. The Company also
agreed to reimburse the consultant for pre-approved expenses
incurred in conjunction with the performance of the
services.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its archeological consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its independent contractors involved in its diving
operations.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its business advisory consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its business advisory consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its advisory council members
In June
of 2018, the Company entered into an agreement with an individual
to join the Company’s advisory council. Under the advisory
council agreement the advisor agreed to provide various advisory
services to the Company, including making recommendations for both
the short term and the long term business strategies to be employed
by the Company, monitoring and assessing the Company's business and
to advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect to the Company's
business, and providing such other advisory or consulting services
as may be appropriate from time to time. The term of each of the
advisory council agreement is for one year. In consideration for
the performance of the advisory services, the Company agreed to
issue the advisor 2,000,000 shares of restricted common stock.
According to the agreements the advisor’s shares vest at a
rate of 333,333 shares per month over the term of the
agreement. If the advisor or the Company terminates the
advisory council agreement prior to the expiration of the one year
term, the advisor has agreed to return to the Company for
cancellation any portion of the shares that have not vested. Under
the advisory council agreement, the Company has agreed to reimburse
the advisor for pre approved expenses.
In June
of 2018, the Company entered into a consulting agreement with a
consultant to advise the Company regarding certain technologies.
The Company issued 6,000,000 shares of its restricted common stock
to the consultant for the services. The consultant agreed that all
work performed under the agreement including business and strategic
plans and proposals are the property of the Company.
The
Company has an informal consulting agreement with a limited
liability company that is owned and controlled by a person who is
related to the Company’s CEO to pay the related party
consultant a minimum of $3,000 per month to periodically provide
general business consulting and assessing the Company's business
and to advise management with respect to an appropriate business
strategy on an ongoing basis, commenting on proposed corporate
decisions, perform background research including background checks
and provide investigative information on individuals and companies
as requested by the Company and to assist, when needed, as an
administrative specialist to perform various administrative duties
and clerical services including reviewing the Company’s
agreements and books and records. The consultant provides the
services on an as needed basis. The services are provided under the
direction and supervision of the Company’s CEO.
The
Company has an ongoing agreement with a limited liability company
that is owned and controlled by a person who is related to the
Company’s CEO to provide stock transfer agency services. At
June 30, 2018 the Company owed the related party limited liability
company $2,435 for services rendered.
The
Company has an agreement to pay an individual a minimum monthly fee
of $2,500 per month for archeological consulting
services.
The
Company has an informal consulting agreement to pay an individual a
minimum of $5,000 per month for business advisory, strategic
planning and consulting services, assistance with financial
reporting, IT management, and administrative services. The Company
also agreed to reimburse the consultant for expenses. The agreement
may be terminated by the Company or the consultant at any
time.
19
On June
18, 2013, Seafarer began litigation against Tulco Resources, LLC,
in a lawsuit filed in the Circuit Court in and for Hillsborough
County, Florida. Such suit was filed for against Tulco based
upon for breach of contract, equitable relief and injunctive
relief. Tulco was the party holding the rights under a permit to a
treasure cite at Juno Beach, Florida. Tulco and Seafarer had
entered into contracts in March 2008, and later renewed under
an amended agreement on June 11, 2010. Such permit was committed to
by Tulco to be an obligation and contractual duty to which they
would be responsible for payment of all costs in order for the
permit to be reissued. Such obligation is contained in the
agreement of March 2008 which was renewed in the June 2010
agreement between Seafarer and Tulco. Tulco made the commitment to
be responsible for payments of all necessary costs for the gaining
of the new permit. Tulco never performed on such obligation, and
Seafarer during the period of approximately March 2008 and April
2012 had endeavored and even had to commence a lawsuit to gain such
permit which was awarded in April 2012. Seafarer alleges in their
complaint the expenditure of large amounts of shares and monies for
financing and for delays due to Tulco’s non-performance.
Seafarer seeks monetary damages and injunctive relief for the award
of all rights held by Tulco to Seafarer Seafarer gained a default
and final Judgment on such matter on July 23, 2014. Seafarer is now
in position to receive the renewed permit to be in Seafarer’s
name and rights only, with Tulco removed per the Order of the
Court. On March 4, 2015, the Court awarded full rights to the Juno
sight to Seafarer Exploration, erasing all rights of Tulco
Resources. The company has currently filed an Admiralty Claim over
such sight in the UnitedStates District Court which is pending
final ruling. On October 21, 2016 a hearing on the Admiralty Claim
in the United States District Court for the Southern District of
Florida was held, where the Court Ordered actions to take place for
ongoing admiralty claim, which will occur during the month of
November 2016. The Court subsequently entered and Order directing
the arrest warrant for such site, and such arrest warrant has been
issued by the Clerk of Court. Such warrant entry is now in process
by the Company. Such arrest warrant was served by the United States
Marshalls Office in Palm Beach, Florida on July 7, 2017. The United
States District Court Judge ordered service on the claim on August
10, 2017. On November 14, 2017, Judge Kenneth Marra of the United
States District Court awarded Seafarer all rights as the sole owner
of the sunken vessel and any items on such site.
On September 3, 2014, the Company filed a lawsuit against Darrel
Volentine, of California. Mr. Volentine was sued in two counts of
libel per se under Florida law, as well as a count for injunction
against the Defendant to exclude and prohibit internet postings.
Such lawsuit was filed in the Circuit Court in Hillsborough County,
Florida. Such suit is based upon internet postings on
www.investorshub.com
. On or about October 15, 2015, the
Company and Volentine entered into a stipulation whereby Volentine
admitted to his tortious conduct, however the stipulated damages
agreed to were rejected by the Court, and the Company is proceeding
to trial on damages against Volentine in a non-jury trial on
December 1, 2015. The Defendant is the subject of a contempt of
court motion which was heard on April 7, 2016, whereby the Court
found a violation and modified the injunction against the
Defendant, and imposed other matters of potential penalties against
the Defendant. The Court also awarded attorney’s fees against
the Defendant on behalf of Seafarer for such motion. The Defendant
subsequently attempted to have such ruling, evidence and testimony
attacked through a motion heard before the Court on
October 24, 2016. The Court dismissed
the Defendant’s motion after presentation of the
Defendant’s case at the hearing. The Plaintiff has set the
matter for entry of the attorney’s fees amount due from the
Defendant for hearing in December 2016. As well the Plaintiff has
set for hearing its motion for sanctions in the form of
attorney’s fees for frivolous filing of the October 24 th
motion, which motion is also set for hearing in December 2016. The
Plaintiff filed a renewed and amended motion for punitive damages
in the case on September 11, 2016, which has not been set for
hearing. The Defendant had also filed a motion for summary judgment
on the matter of notice entitlement pre-suit, which motion is
pending before the Court. The Plaintiff filed a motion for
sanctions against the Defendant for the motion for summary judgment
being frivolous under existing law, and such motion is pending
ruling on the motion. Discovery is ongoing on such case. On
December 7, 2016, the Court held a hearing on the Defendant’s
motion for sanctions, and essentially attempting to rehear the
motion for contempt against the Defendant. The Court dismissed the
Defendant’s motions, and renewed the ability of the Company
to seek attorney’s fees on such matter, which hearing has not
been set at present. On February 28, 2017, the Court entered an
Order denying the Defendant’s motion for summary judgment.
The Company has a pending motion for sanctions related to the
Defendant’s filing of the motion for summary judgment which
has not been set for hearing. The Company will be attempting to set
such matter for trial during 2018.
During
the six month period ended June 30, 2018 the Company has had
extensive dealings with related parties including the
following:
In
January of 2018, the Company entered into a convertible promissory
note agreement in the amount of $12,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest is due
on or before January 9, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0006 per
share.
In
January of 2018 the Company repaid $26,250 or principal and $505 of
accrued interest to a related party lender in order to satisfy a
convertible promissory note. At June 30, 2018 the principal balance
of the note was $0.
In
January of 2018, the Company entered into a promissory note
agreement in the amount of $25,000 with a related party. This note
pays interest at a rate of 6% per annum and the principal and
accrued interest were due on or before March 2, 2018. The related
party lender received 2,000,000 shares of the Company’s
restricted common stock as a loan origination fee. The Company
agreed that if the note was not repaid in full by March 2, 2018
then the interest rate on the note would increase to 10% after that
date until the note is paid in full and the Company would be
obligated to pay an additional 1,000,000 shares of the Company
restricted common stock to the related party lender. This note is
currently in default due to non payment of principal and interest.
The note is unsecured.
20
In
February of 2018, the Company entered into a promissory note
agreement in the amount of $1,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 9, 2018. This note is currently in default due
to non payment of principal and interest The note is
unsecured.
In March of 2018, the Company’s CEO provided a loan to the
Company in the amount of $500. The loan pays interest at the rate
of 1% per annum. The loan was due on or before April 6,
2018.
This loan is currently
in default due to non payment of principal and
interest.
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May14, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0006 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 4, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company extended the term of a previous
agreement with an individual who is related to the Company’s
CEO to continue serving as a member of the Company’s Board of
Directors. Under the agreement, the Director agreed to provide
various services to the Company including making recommendations
for both the short term and the long term business strategies to be
employed by the Company, monitoring and assessing the Company's
business and to advise the Company’s Board of Directors with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions and identifying and
evaluating alternative courses of action, making suggestions to
strengthen the Company's operations, identifying and evaluating
external threats and opportunities to the Company, evaluating and
making ongoing recommendations to the Board with respect for one
year and may be terminated by either the Company or the Director by
providing written notice to the other party. The agreement also
terminates automatically upon the death, resignation or removal of
the Director. Under the terms of the agreement, the Company agreed
to compensate the individual via payment of 23,000,000 restricted
shares of its common stock, and to negotiate future compensation on
a year-by-year basis. The Company also agreed to reimburse the
individual for preapproved expenses.
In
April of 2018, the Company extended the term of a previous
agreement with an individual who is related to the Company’s
CEO to continue serving as a member of the Company’s Board of
Directors. Under the agreement, the Director agreed to provide
various services to the Company including making recommendations
for both the short term and the long term business strategies to be
employed by the Company, monitoring and assessing the Company's
business and to advise the Company’s Board of Directors with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions and identifying and
evaluating alternative courses of action, making suggestions to
strengthen the Company's operations, identifying and evaluating
external threats and opportunities to the Company, evaluating and
making ongoing recommendations to the Board with respect for one
year and may be terminated by either the Company or the Director by
providing written notice to the other party. The agreement also
terminates automatically upon the death, resignation or removal of
the Director. Under the terms of the agreement, the Company agreed
to compensate the individual via payment of 23,000,000 restricted
shares of its common stock, and to negotiate future compensation on
a year-by-year basis. The Company also agreed to reimburse the
individual for preapproved expenses.
In April of 2018, the Company’s CEO provided a loan to the
Company in the amount of $400. The loan pays interest at the rate
of 1% per annum. The loan was due on or before May 4, 2018.
This loan is currently in default due
to non payment of principal and interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 11, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 15, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee and a $1,250 financing fee. This note was
repaid and the balance owed at June 30, 2018 was $0.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 4, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is
unsecured.
21
In
April of 2018 the Company repaid $25,000 of principal and $479 of
accrued interest to a related party lender in order to satisfy a
convertible promissory note. At June 30, 2018 the principal balance
of the note was $0.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before July 8, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
March of 2017, the Company repaid $440 in principal plus $3 in
accrued interest to its CEO in order to repay a loan the CEO had
previously provided to the Company. The loan balance at June 30,
2018 was $0.
In
March of 2017, the Company repaid $500 in principal plus $4 in
accrued interest to its CEO in order to repay a loan the CEO had
previously provided to the Company. The loan balance at June 30,
2018 was $0.
In May
of 2018, the Company’s CEO provided a loan to the Company in
the amount of $4,000. The loan pays interest at the rate of 1% per
annum. This loan was repaid and the balance owed at June 30, 2018
was $0.
In
March of 2017, the Company repaid $400 in principal plus $1 in
accrued interest to its CEO in order to repay a loan the CEO had
previously provided to the Company. The loan balance at June 30,
2018 was $0.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before August, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $3,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
In June of 2018, the Company’s CEO provided a loan to the
Company in the amount of $200. The loan pays interest at the rate
of 1% per annum. The loan was due on or before July 14,
2018.
This loan is currently
in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $500 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
The
Company has an informal consulting agreement with a limited
liability company that is owned and controlled by a person who is
related to the Company’s CEO to pay the related party
consultant a minimum of $3,000 per month to periodically provide
general business consulting and assessing the Company's business
and to advise management with respect to an appropriate business
strategy on an ongoing basis, commenting on proposed corporate
decisions, perform background research including background checks
and provide investigative information on individuals and companies
as requested by the Company and to assist, when needed, as an
administrative specialist to perform various administrative duties
and clerical services including reviewing the Company’s
agreements and books and records. The consultant provides the
services on an as needed basis. The services are provided under the
direction and supervision of the Company’s CEO.
The
Company has an ongoing agreement with a limited liability company
that is owned and controlled by a person who is related to the
Company’s CEO to provide stock transfer agency services. At
June 30, 2018 the Company owed the related party limited liability
company $2,435 for services rendered.
At June 30, 2018 the
following promissory notes and shareholder loans were outstanding
to related parties:
A
convertible note payable dated January 9, 2009 due to a person
related to the Company’s CEO with a face amount of $10,000.
This note bears interest at a rate of 10% per annum with interest
payments to be paid monthly and is convertible at the note
holder’s option into the Company’s common stock at
$0.015 per share. The convertible note payable was due
on or before January 9, 2010 and is secured. This note
is currently in default due to non-payment of principal and
interest.
22
A
convertible note payable dated January 25, 2010 in the principal
amount of $6,000 with a person who is related to the
Company’s CEO. This loan pays interest at a rate of 6% per
annum and the principal and accrued interest were due on or before
January 25, 2011. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.005 per share. This note is currently in
default due to non-payment of principal and interest.
A note
payable dated February 24, 2010 in the principal amount of $7,500
with a corporation. The Company’s CEO was previously a
director of the corporation. The loan is not secured and pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before February 24, 2011. This note is
currently in default due to non-payment of principal and
interest.
A
convertible note payable dated January 18, 2012 in the amount of
$50,000 with two individuals who are related to the Company’s
CEO. This loan pays interest at a rate of 8% per annum and the
principal and accrued interest were due on or before July 18, 2012.
The note is secured and is convertible at the lender’s option
into shares of the Company’s common stock at a rate of $0.004
per share. The note is currently in default due to non-payment of
principal and interest.
A
convertible note payable dated January 19, 2013 due to a person
related to the Company’s CEO with a face amount of $15,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.004 per
share. The convertible note payable was due on or before
July 30, 2013 and is not secured. The note is currently
in default due to non-payment of principal and
interest.
A
convertible note payable dated July 26, 2013 due to a person
related to the Company’s CEO and a member of the
Company’s Board of Directors with a face amount of $10,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.01 per
share. The convertible note payable was due on or before
January 26, 2014 and is not secured. The note is
currently in default due to non-payment of principal and
interest.
A
convertible note payable dated January 17, 2014 due to a person
related to the Company’s CEO with a face amount of $31,500.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.006 per
share. The convertible note payable is due on or before
July 17, 2015 and is unsecured. The note is currently in
default due to non-payment of principal and interest.
A
convertible note payable dated May 27, 2014 due to a person related
to the Company’s CEO with a face amount of $7,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.007 per share. The
convertible note payable was due on or before November 27, 2014 and
is unsecured. The note is currently in default due to
non-payment of principal and interest.
A
convertible note payable dated July 21, 2014 due to a person
related to the Company’s CEO with a face amount of $17,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.008 per share.
The convertible note payable was due on or before January 25, 2015
and is unsecured. The note is currently in default due to
non-payment of principal and interest.
A
convertible note payable dated October 16, 2014 due to a person
related to the Company’s CEO with a face amount of $21,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0045 per
share. The convertible note payable was due on or before
April 16, 2015 and is unsecured. The note is currently
in default due to non-payment of principal and
interest.
A
convertible note payable dated July 14, 2015 due to a person
related to the Company’s CEO with a face amount of $9,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0030 per
share. The convertible note payable was due on or before
January 14, 2016 and is unsecured. The note is currently
in default due to non-payment of principal and
interest.
23
A note
payable dated October 6, 2015 in the principal amount of $10,000
due to a person who is related to the Company’s CEO and a
member of the Company’s Board of Directors. The loan is
unsecured and pays interest at a rate of 6% per annum and the
principal and accrued interest was due on or before November 11,
2015. This note is currently in default due to non-payment of
principal and interest.
A
convertible note payable dated January 12, 2016 due to a person
related to the Company’s CEO with a face amount of $5,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0020 per
share. The convertible note payable was due on or before
July 12, 2016 and is unsecured. The note is currently in
default due to non-payment of principal and interest.
A
convertible note payable dated May 10, 2016 due to a person related
to the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share. The
convertible note payable was due on or before November 10, 2016 and
is unsecured. The note is currently in default due to
non-payment of principal and interest.
A
convertible note payable dated May 10, 2016 due to a person who is
related to the Company’s CEO and a member of the
Company’s Board of Directors with a face amount of $5,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0005 per
share. The convertible note payable was due on or before
November 10, 2016 and is unsecured. The note is
currently in default due to non-payment of principal and
interest.
A
convertible note payable dated May 20, 2016 due to a person related
to the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share. The
convertible note payable was due on or before November 20, 2016 and
is unsecured. The note is currently in default due to
non-payment of principal and interest.
A
convertible note payable dated July 12, 2016 due to a person
related to the Company’s CEO with a face amount of $2,400.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0006 per
share. The convertible note payable was due on or before
January 12, 2017 and is unsecured. The note is currently in default
due to non-payment of principal and interest.
A loan
in the amount of $11,983 due to the Company’s CEO. The loan
is unsecured and pays interest at a 6% per annum.
A loan
in the amount of $1,500 due to the Company’s CEO. The loan is
not secured and pays interest at a 2% per annum. After the loan has
aged for six months from December 16, 2016 the lender has the right
to convert the loan into shares of the Company’s restricted
common shares at a rate of $0.005 per share.
A
convertible loan dated January 26, 2017 due to a person related to
the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share. The
convertible note payable was due on or before March 12, 2017 and is
unsecured. The note is currently in default due to
non-payment of principal and interest.
A
convertible note payable dated February 14, 2017 in the principal
amount of $25,000 due to a person who is related to the
Company’s CEO and a member of the Company’s Board of
Directors. This loan pays interest at a rate of 6% per annum and
the principal and accrued interest were due on or before August 14,
2017. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.00075 per share. The note is
currently in default due to non-payment of principal and
interest.
24
A loan
in the amount of $2,600 due to the Company’s CEO. The loan
pays interest at the rate of 1% per annum. The loan was due on or
before October 12, 2017. The loan is currently in
default.
A loan
in the amount of $3,000 due to the Company’s CEO. The loan
pays interest at the rate of 1% per annum. The loan was due on or
before July 13, 2017. The loan is currently in
default.
A
convertible promissory note payable dated August 16, 2017 in the
principal amount of $3,000 due to a person who is related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest were due on or before September
16, 2017. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.008 per share. The note is
currently in default due to non-payment of principal and
interest.
A
convertible promissory note payable dated January 9, 2018, in the
principal amount of $12,000 with an individual who is both related
to the Company’s CEO and a member of the Company’s
Board of Directors. This note pays interest at a rate of 6% per
annum and the principal and accrued interest was due on or before
January 9, 2019. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0006 per share.
A
promissory note dated February 8, 2018, in the principal amount of
$1,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before April 9,
2018. This note is currently in default due to non payment of
principal and interest. The note is unsecured.
A loan to the Company in the amount of $500 due to the
Company’s CEO. The loan pays interest at the rate of 1% per
annum. The loan was due on or before April 6, 2018.
This loan is currently in default due
to non payment of principal and interest.
A
convertible promissory note payable dated March 14, 2018, in the
amount of $25,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before May14,
2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0006 per share. This note is currently in
default due to non payment of principal and interest.
A
convertible promissory note payable dated April 4, 2018, in the
amount of $3,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before June 4,
2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0007 per share. This note is currently in
default due to non payment of principal and interest.
A
convertible promissory note payable dated April 11, 2018, in the
amount of $25,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before June 11,
2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0007 per share. This note is currently in
default due to non payment of principal and interest.
A
convertible promissory note payable dated May 8 2018, in the amount
of $25,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before July, 2018.
The note is unsecured and is convertible at the lender’s
option into shares of the Company’s common stock at a rate of
$0.0007 per share. This note is currently in default due to non
payment of principal and interest.
A
convertible promissory note payable dated May 30 2018, in the
amount of $25,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before August 30,
2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0007 per share.
A
convertible promissory note payable dated June 12, 2018, in the
amount of $3,000 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before September
12, 2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0007 per share.
A loan to the Company in the amount of $200 due to the
Company’s CEO. The loan pays interest at the rate of 1% per
annum. The loan was due on or before July 14, 2018.
This loan is currently in default due
to non payment of principal and interest.
25
A
convertible promissory note payable dated June 20, 2018, in the
amount of $500 with an individual who is both related to the
Company’s CEO and a member of the Company’s Board of
Directors. This note pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before September
12, 2018. The note is unsecured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0007 per share.
Subsequent
to June 30, 2018:
Subsequent
to June 30, 2018 the Company sold or issued shares of its common
stock as follows (unaudited):
|
(i)
|
sales
of
57,897,814
shares of common
stock for proceeds of $
49,751
,
used for
general corporate purposes,
working capital and the repayment of debt
.
|
26
FORWARD LOOKING STATEMENTS
The following discussion contains certain forward-looking
statements that are subject to business and economic risks and
uncertainties, and which speak only as of the date of this annual
report. No one should place strong or undue reliance on any
forward-looking statements. The use in this Form 10-Q of such
words as "believes", "plans", "anticipates", "expects", "intends",
and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying such
statements. The Company’s actual results or actions may
differ materially from these forward-looking statements for due to
many factors and the success of the Company is dependent on our
efforts and many other factors including, primarily, our ability to
raise additional capital. Such factors include, among others, the
following: our ability to continue as a going concern, general
economic and business conditions; competition; success of operating
initiatives; our ability to raise capital and the terms thereof;
changes in business strategy or development plans; future revenues;
the continuity, experience and quality of our management; changes
in or failure to comply with government regulations or the lack of
government authorization to continue our projects; and other
factors referenced in the Form 10-Q. This Item should be read in
conjunction with the financial statements, the related notes
and with the understanding that the Company’s actual future
results may be materially different from what is currently expected
or projected by the Company.
We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date
made. Such forward-looking statements are based on the
beliefs and estimates of our management, as well as on assumptions
made by and information currently available to us at the time such
statements were made. Forward looking statements are subject
to a variety of risks and uncertainties, which could cause actual
events or results to differ from those reflected in the forward
looking statements, including, without limitation, the failure to
successfully locate cargo and artifacts from the Juno Beach
shipwreck site and a number of other risks and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statements, either as a result of the matters set
forth or incorporated in this Report generally and certain economic
and business factors, some of which may be beyond our
control.
We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
Overview
General
The
Company’s principal business plan is to develop the
infrastructure and technology to engage in the
archaeologically-sensitive exploration, recovery and conservation
of historic shipwrecks. Once artifacts have been properly
conserved, they may be made available for scientific research and
allowed to be displayed for the public.
The
Company believes it may eventually be conducting archaeological
research around the world and potentially supporting governmental
or quasi-governmental organizations, universities and affiliated
research groups and private research entities in the documentation
of historic shipwrecks based on their discretion. The business plan
also includes in-depth archival research and translation of
historical documents from various international archives and
repositories. These translations of archival research will be made
available to government states, university researchers, and other
responsible academic parties upon reasonable request.
In
addition to the research, there is periodic ongoing education of
personnel involved in operations with the Company. Furthermore, the
Company has also hired additional archaeologists on a consulting
basis to further the Company’s depth in archaeology and to
further insure all sensitive archaeological guidelines are met or
exceeded.
The
Company in the past has constantly investigated various
technologies and non-scientific equipment to help better explore or
document our sites. To present date, nothing has been proven to
work. The Company will continue to experiment with unproven
technologies and will actively work with third parties or
independent contractors to develop its own proprietary technology.
The Company will also continue to investigate media
opportunities.
The
exploration and recovery of historic shipwrecks involves a
multi-year, multi-stage process. It may take many years and/or be
prohibitively expensive to locate, if any are ever located at all,
and recover valuable artifacts from historic shipwrecks. Locating
and recovering valuable artifacts is very difficult, expensive, and
rare. If the Company is not able to successfully locate artifacts
or treasure with significant value, then there is a high
probability that the Company will face adverse consequences,
including a complete loss of all capital invested in or borrowed by
the Company.
Underwater
recovery operations are inherently difficult and dangerous and may
be delayed or suspended by inclement weather, sea conditions or
other natural hazards. In addition, even though sea conditions in a
particular search location may be somewhat predictable, the
possibility exists that unexpected conditions may occur, and
already have occurred, that adversely affect the Company’s
operations. It is also possible that natural hazards may prevent or
significantly delay search and recovery operations.
In
addition to natural hazards there are constant repair and
maintenance issues with historic shipwreck exploration and recovery
vessels, the Company’s primary exploration vessel is an older
vessel that was originally used in other capacities and has been
converted for use in historic shipwreck exploration and recovery
operations. The repairs, maintenance and upkeep of vessels, is time
consuming and has been very expensive and there may be significant
periods of vessel down time, and already has been, that results
from needed repairs being made or a lack of current financing to
make repairs to the vessel.
27
There
are very restrictive international, federal and state laws that
govern the exploration and recovery of historic shipwrecks. While
the Company has been able to obtain some permits, there is no
guarantee that the Company will be able to secure future permits or
be able to enter into agreements with government agencies in order
to explore and recover historic shipwrecks.
Obtaining
permits and entering into agreements with governmental and
quasi-governmental agencies to conduct historic shipwreck
exploration and recovery operations is generally a very complex,
time consuming, and expensive process. Furthermore, the process of
entering into agreements and/or obtaining permits may be subject to
lengthy delays, possibly in excess of a year. Some governmental
agencies may refuse to issue permits to the Company for recovery of
artifacts or intentionally delay the permitting
process.
The
reasons for a lengthy permitting process may be due to a number of
potential factors including but not limited to requests by
permitting agencies for additional information, submitted
applications that need to be revised or updated, newly discovered
information that needs to be added to an application or agreement,
changes to either the agreement or permit terms or revisions to
other information contained in the permit, excessive administrative
time lags at permitting agencies, etc. The length of time it takes
to obtain permits or enter into agreements may cause the Company to
expend significant resources while gearing up to do work with
little or no visibility as to the timing of receiving a
permit.
It is
also possible that permits that are sought for potential future
international projects may never be issued, and if issued, may not
be legal or honored by the entities that issued them. Even if the
Company is able to obtain permits for shipwreck projects there is a
possibility that the shipwrecks may have already been recovered or
may not be found, or may not have had anything valuable on board at
the time that they sank.
It is
the Company’s intent to find shipwrecks where available
research suggests there were not any previous recovery efforts or
past recovery efforts failed or were not completed. In the event
that valuable artifacts are located and recovered, it is possible
that the cost of recovery will exceed the value of the artifacts
recovered. It is also possible that other entities, including both
private parties and governmental entities, will assert conflicting
claims and challenge the Company’s rights to the recovered
artifacts which could lead to lengthy and expensive legal
issues.
Moreover,
there is the possibility that should the Company be successful in
locating and salvaging artifacts that have significant
archeological and/or monetary value, that a country whose ship was
salvaged may attempt to claim ownership of the artifacts by
pursuing litigation. Such litigation, if it were to occur, would
more than likely be very expensive. In the event that the Company
is able to make a valid claim to artifacts or other items at a
shipwreck site, there is a risk of theft of such items at sea, both
before or after the recovery or while the artifacts are in transit
to a safe destination, as well as when stored in a secured
location. Such thefts may not be adequately covered by insurance.
The Company does have plans for security at sea, but may never
implement such plans. Based on a number of these and other
potential issues the Company could spend a great deal of time and
invest a large sum in a specific shipwreck project and receive very
little or no salvage claim or revenue for its work.
There
are a number of significant issues and challenges including, but
not limited to, government regulation and/or the Company’s
inability to secure permits and contracts, lack of financing, lack
of revenue and cash flow and continued losses from operations that
make the exploration and recovery of historic shipwrecks
a speculative business venture that carries a high degree of
risk. There is also significant expense involved in research
and ongoing educational programs. Research expenses involve paying
scientists for translations, dues and fees for various historical
entities such as archives, travel and accommodations, and research
materials.
There
is a possibility that the Company will be forced to cease its
operations if it is not successful in eventually locating valuable
artifacts or treasure. If the Company were to cease its operations,
and not find or engage another business entity, then it is likely
that there would be complete loss of all capital invested in or
borrowed by the Company. As such, an investment in Seafarer is
speculative and highly risky.
This
type of business venture is extremely speculative in nature and
carries a tremendous amount of risk. An investment in our
securities is speculative and risky and should only be considered
by those investors or lenders who do not require liquidity and who
can afford to suffer a complete and total loss of their
investment.
There
is currently a limited trading market for our securities. We cannot
assure when and if an active-trading market in our shares will be
established, or whether any such market will be sustained or
sufficiently liquid to enable holders of shares of our common stock
to liquidate their investment in our company. The sale of
unregistered and restricted securities by current shareholders,
including shares issued to consultants and shares issued to settle
convertible promissory notes or to settle other loans and debt, may
cause a significant decline in the market price of the
Company’s securities.
An
investor should consider consulting with professional financial
advisers before making an investment in our securities.
Plan of Operation
The
Company has taken the following steps to implement its business
plan:
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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.
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Spent
considerable time and money researching potential shipwrecks
including obtaining information from foreign archives.
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28
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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.
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The
Company continues to review revenue producing opportunities
including joint ventures with other companies. These opportunities
have been slow to develop, but the Company will continue to pursue
those endeavors.
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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 third parties to develop
technology to aid in its exploration and recovery operations, which
will require additional time and financing.
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The
Company has investigated media opportunities and will continue to
evaluate different media strategies.
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The
Company has previously performed exploration and recovery
operations at what it believes to be a shipwreck site located off
of the coast of Florida in northern Palm Beach County, more
specifically in an area known as “Juno Beach” (the
“Juno Beach Shipwreck”). The Company believes it is
possible the Juno Beach shipwreck site may potentially contain
remnants of a sunken 1500s ship; however, the Company does not have
definitive evidence of the ship’s country of origin. Due to
the fact that the Company does not currently have sufficient data
to positively identify the potential Juno Beach shipwreck, or its
country of origin, it is not possible to determine whether or not
the ship was originally carrying cargo of any significant value. To
date the Company has not located the main body of a shipwreck at
the Juno Beach site, only a lot of shipwreck material and remnants
including pottery, porcelain, cannon balls, musket balls, ballast
stones, nails, spikes, wood and scattered pieces of a sunken
ship. The Company has determined that a large part of the
magnetometer survey that was previously provided to the Company and
to the State of Florida by a previous partner has an area that was
intentionally deleted from the survey. The Company will complete a
magnetometer survey of the entire deleted area when certain
conditions are met.
The
Company had previously obtained a recovery permit for the Juno
Beach site from the State of Florida. The recovery permit expired
in April of 2014. On March 4, 2015, Seafarer was awarded full
rights to the Juno site pursuant to a court order, erasing all
rights of the Company’s previous partner with regards to the
site. The Juno site was arrested permanently to Seafarer by the
U.S. Marshal’s offices on July 7, 2017 and in November 2017
the Company was granted final judgment on its federal admiralty
claim for the Juno Beach shipwreck site. The Company is in the
process of renewing the recovery permit, as of the filing of this
report the permit has not been issued.
There
is a purported historic shipwreck site in the waters off of
Melbourne Beach Florida that the Company has been investigating. In
February 2013, the Company signed an agreement with a third party
who had previously explored this site for the right to investigate
the site. On March 1, 2014, Seafarer entered into a partnership and
ownership with Marine Archaeology Partners, LLC, with the formation
of Seafarer’s Quest, LLC. Such LLC was formed in the State of
Florida for the purpose of permitting, exploration and recovery of
artifacts from a designated area on the east coast of Florida. Such
site area is from a defined, contracted area by a separate entity,
which a portion of such site is designated from a previous
contracted holding through the State of Florida. Under such
agreement, Seafarer is responsible for costs of permitting,
exploration and recovery, and is entitled to 60% of such artifact
recovery. Seafarer has a 50% ownership, with designated management
of the LLC coming from Seafarer. Further actions toward expanding
the permitted area have been taken for such site. There are a
significant number of challenges inherent in the exploration and
recovery of historic shipwrecks, including the possibility that the
Company will never find artifacts of value at this particular
site.
On July
28, 2014, Seafarer’s Quest, LLC received a 1A-31 Exploration
Permit with a Dig and Identify modification (the
“Permit”) from the Florida Division of Historical
Resources for an area identified as Area 2 off of Cape Canaveral,
Florida. The Permit was active for three years from the date of
issuance and is currently still in a renewal stage. Seafarer on
behalf of Seafarer’s Quest, LLC, has been primarily focusing
its operations on this site when the weather permits. In addition
to the Company’s main salvage vessel, the Company has
utilized additional owned and rented vessels in order to perform
search and identify operations at this site. Inclement weather and
difficult sea conditions have hampered the Company’s ability
to perform exploration operations at this site and will likely
continue to hamper operations in the future. An archeologist with
the technical skills, knowledge, and experience from around the
world was hired to help insure the integrity of the work. The
Company has applied for permits from the State of Florida for
additional areas that were formerly permitted solely by an
affiliate of Marine Archeological Partners, LLC. A Permit for one
of the additional areas was given to the Company on July 6th, 2016
and identified as Area 1. Area 1 has become the Company’s
primary focus because of mag survey work and the amount of
shipwreck material found there.
The
Company regularly reviews opportunities to perform exploration and
recovery operations at purported historic shipwreck sites. The
Company currently does have some specific plans to perform
exploration and recovery operations at other shipwreck sites in the
future, however these plans are subject to change based on a number
of factors. The Company is actively reviewing other potential
historic shipwreck sites, including sites located internationally,
for possible exploration and recovery. Should the Company decide
that it will pursue exploration and recovery activities at other
potential shipwreck sites, it may be necessary to obtain various
permits as well as environmental permits.
The
Company continually monitors media rights for potential revenue
opportunities. The Company has talked to multiple media entities to
further understand the advantages offered. Management believes
media can represent a potential future revenue opportunity for the
Company, if the right circumstances arise.
29
Limited Operating History
The
Company has not currently generated any revenue from operations and
does not expect to report any significant revenue from operations
for the foreseeable future.
At June
30, 2018, the Company had a working capital deficit of $1,389,723.
The Company is in immediate need of further working capital and is
seeking options, with respect to financing, in the form of debt,
equity or a combination thereof.
Since
inception, the Company has funded its operations through common
stock issuances and loans in order to meet its strategic
objectives; however, there can be no assurance that the Company
will be able to obtain further funds to continue with its efforts
to establish a new business. There is a very significant risk that
the Company will be unable to obtain financing to fund its
operation and as such the Company may be forced to cease operations
at any time which would likely result in a complete loss of all
capital that has been invested in and/or borrowed by the Company to
date.
The
Company expects to continue to incur significant operating losses
and to generate negative cash flow from operating activities, while
building out its infrastructure in order to explore and salvage
historic shipwreck sites and establishing itself in the
marketplace. Based on our historical rate of expenditures, the
Company expects to expend its available cash in less than one
month from August 14, 2018.
The
Company’s ability to eliminate operating losses and to
generate positive cash flow from operations in the future will
depend upon a variety of factors, many of which it is unable to
control. If the Company is unable to implement its business plan
successfully, it may not be able to eliminate operating losses,
generate positive cash flow or achieve or sustain profitability,
which may have a material adverse effect on the Company’s
business, operations, and financial results, as well as its ability
to make payments on its debt obligations, and the Company may be
forced to cease operations.
The
Company’s lack of operating cash flow and reliance on the
sale of its commons stock and loans to fund operations is extremely
risky. If the Company is unable to continue to raise capital or
obtain loans or other financing on terms that are acceptable to the
Company, or at all, then it is highly likely that the Company will
be forced to cease operations. If the Company ceases its
operations, then it is very highly likely that all capital invested
in and/or borrowed by the Company will be lost.
Summary of Six Months Ended June 30, 2018 Results of
Operations
Net
losses for the six month period ended June 30, 2018 were $714,057
versus $560,836 for the six month period ended June 30, 2017, an
increase of approximately 27%. The increase in net losses in 2018
was primarily due to increases in consulting and contractor
expenses, travel and entertainment expenses and professional fees.
During the six month period ended June 30, 2018, consulting and
contractor fees were $430,159 compared to $186,947 during the six
month period ended June 30, 2017. The approximate 130% increase in
consulting and contractor fees in 2018 was largely a result of
stock based compensation being paid to several consultants for
strategy and business consulting, advisory council, financial
reporting, technology consulting and research, operations,
archeological services as well as the payment of Board of
Directors’ fees. Independent contractor fees also increased
as the Company geared up for the summer diving season. The Company
expensed certain stock based compensation fees as opposed to
amortizing them resulting in an increased expense during the period
as compared to the same period in 2017. Travel and entertainment
expenses for the six month period ended June 30, 2018 were $36,587
versus $17,999 for the six month period ended June 30, 2017, an
increase of approximately 103%.
The increase in travel and
entertainment was primarily due to increased travel by the
Company’s Management both for operational purposes and for a
higher volume of meetings with shareholders, investors, advisors
and other stakeholders. Additionally the Company paid for increased
travel for some independent contractors involved in the
operations.
During the six month period ended June 30, 2018
the Company incurred professional fees related expenses of $35,726
versus $22,204 during the six month period ended June 30, 2017, an
increase of approximately 61%. Professional fees increased as a
result of increases in accounting and audit fees. During the six
month period ended June 30, 2018 the Company incurred vessel
related expenses of $23,105 versus vessel related expenses of
$44,389 during the same period in 2017, a decrease of approximately
48%. The Company did not incur as many significant expenses for
repairs to the main salvage vessel during period ended June 30,
2018, there was some maintenance and light repair work completed
however the Company believes that extensive repairs will be needed
in the foreseeable future on both the main salvage vessel and some
lighter repairs on other vessels that the Company intends to
utilize in its exploration efforts. The general and administrative
expenses for the period ended June 30, 2018 were $42,696 compared
to $46,451 for the period ended June 30, 2017, a decrease of
approximately 8%. Rent expense was $19,085 in 2018 versus $20,574
in 2017, a 7% year-over-year decrease. Interest expense for the six
month period ended June 30, 2018 was $109,707 versus $189,685 for
the six month period ended June 30, 2017, a decrease of
approximately 42%. Interest expense decreased in 2018 due to the
impact of fair value measurement of various convertible
notes.
30
Summary of Three Months Ended June 30, 2018 Results of
Operations
The Company’s net loss for the three month period ended June
30, 2018 was $452,794 as compared to a net loss of $239,854 during
the three month period ended June 30, 2017, an increase of
approximately 89%.
The
increase in net losses in 2018 was primarily due to increases in
consulting and contractor expenses, travel and entertainment
expenses and professional fees.
During the three month period ended June 30, 2018
consulting and contractor fees were $283,383 as compared to $65,834
for the three month period ended June 30, 2017. The approximate
330% decrease in consulting and contractor fees in
in 2018 was largely a result of stock
based compensation being paid to several consultants for strategy
and business consulting, advisory council, financial reporting,
technology consulting and research, operations, archeological
services as well as the payment of Board of Directors’ fees.
Independ contractor fees also increased as the Company geared up
for the summer diving season. The Company expensed certain stock
based compensation fees as opposed to amortizing them resulting in
an increased expense during the period as compared to the same
period in 2017.
The Company
incurred travel and entertainment expenses of $19,157 during the
three month period ended June 30, 2018 as compared to $7,555 during
the three month period ended June 30, 2017, an approximate 154%
decrease on a quarter-over-quarter basis.
The increase in travel
and entertainment was primarily due to increased travel by the
Company’s Management both for operational purposes and for a
higher volume of meetings with shareholders, investors, advisors
and other stakeholders. Additionally the Company paid for increased
travel for some independent contractors involved in the
operations.
During
the three month period ended June 30, 2018, professional fees were
$
4,024 as compared to $12,131
during the three month period ended June 30, 2017,
an increase of approximately 201%.
Professional fees increased as a result of increases in accounting
and audit fees and the timing of the payment of some of the
fees.
The general and
administrative expenses for the period ended June 30, 2018 was
$25,348 compared to $13,908 for the period ended June 30, 2017, a
quarter-over-quarter increase of approximately 82%. Vessel
maintenance and dockage was $15,265 during the three month period
ended June 30, 2018 versus $31,364 during the same period in 2017.
As the Company ramped up operations in 2017 its main salvage vessel
required extensive repair and maintenance work. The Company did not
incur significant expenses for repairs to the main salvage vessel
during the three month period ended June 30, 2018, however the
Company believes more extensive repairs will be needed in the
foreseeable future on both the main salvage vessel and other
vessels that the Company intends to utilize in its exploration
efforts. Interest expense decreased to $78.568 during the three
month period ended June 30, 2018 from $101,692 during the three
month period ended June 30, 2017, a decrease of approximately 23%.
The decrease in interest expense was due to the impact of fair
value measurement of various convertible notes.
Liquidity and Capital Resources
At June
30, 2018, we had cash in the bank of $23,548. During the six month
period ended June 30, 2018 we incurred a net loss of $714,057. At
June 30, 2018, we had $52,701 in current assets and $1,442,424 in
current liabilities, leaving us a working capital deficit of
$1,389,723.
Lack of Liquidity
A major
financial challenge and significant risk facing the Company is a
lack of liquidity. The Company continued to operate with
significant debt and a working capital deficit during the period
ended June 30, 2018. This working capital deficit indicates that
the Company is unable to meet its short-term liabilities
with its current assets. This working capital deficit is
extremely risky for the Company as it may be forced to cease its
operations due to its inability to meet its current obligations. If
the Company is forced to cease its operations then it is highly
likely that all capital invested in and/or loaned to the Company
will be lost.
The
expenses associated with being a small publicly traded company
attempting to develop the infrastructure to explore and salvage
historic shipwrecks recovery are extremely onerous, especially
given that the Company does not currently generate any revenues and
does not expect to generate any revenues in the near future. There
are significant ongoing expenses associated with operations that
are incurred whether the Company is conducting shipwreck
exploration and recovery operations or not. Vessel maintenance,
particularly for an older vessel such as the Company’s main
salvage vessel, upkeep expenses and docking fees are continuous and
unavoidable regardless of the Company’s operational status.
Management anticipates the Company may need to put the vessel in
dry dock in order for additional repairs to be made. These repairs
and maintenance are expensive and have a negative impact on the
Company’s cash position.
In
addition to the operations expenses, a publicly traded company also
incurs the significant recurring corporate expenses related to
maintaining publicly traded status, which include, but are not
limited to accounting, legal, audit, executive, administrative,
corporate communications, rent, telephones, etc. The recurring
expenses associated with being a publicly traded company are very
burdensome for smaller public companies such as Seafarer. This lack
of liquidity creates a very risky situation for the Company in
terms of its ability to continue operating, which in turn makes
owning shares of the Company’s common stock extremely risky
and highly speculative. The Company’s lack of liquidity may
cause the Company to be forced to cease operations at any time
which would likely result in a complete loss of all capital
invested in or borrowed by the Company to date.
Due to
the fact that the Company does not generate any revenues and does
not expect to generate revenues for the foreseeable future the
Company must rely on outside equity and debt funding. The
combination of the ongoing operational, even during times when
there is little to no exploration or recovery activities taking
place, and corporate expenses as well as the need for outside
financing creates a very risky situation for the Company and its
shareholders. This working capital shortfall and lack of access to
cash to fund corporate activities is extremely risky and may force
the Company to cease its operations which would more than likely
result in a complete loss of all capital invested in or loaned to
the Company to date.
31
If we
are unable to secure additional financing, the Company's business
may fail and our stock price will likely be materially adversely
affected and our common stock may become worthless.
Lack of Revenues and Cash Flow/Significant Losses from
Operations
The
exploration and recovery of historic shipwrecks requires a
multi-year, multi stage process and it may be many years before any
revenue is generated from exploration and recovery activities, if
ever. The Company believes that it may be several years before it
is able to generate any cash flow from its operations, if any are
ever generated at all. Without revenues and a recurring source of
cash flows the Company does not have reliable cash flows to pay its
expenses and fund its operations.
The
Company has experienced a net loss in every fiscal year since
inception. The Company’s losses from operations were $714,057
for the six month period ended June 30, 2018 and $560,836 for the
six month period ended June 30, 2017. The Company believes that it
will continue to generate losses from its operation for the
foreseeable future and the Company may not be able to generate a
profit in the long-term, or ever. Due to the significance of these
matters there is substantial doubt about the Company’s
ability to continue as a going concern. Any investment in the
Company’s securities is highly speculative with a very high
chance of a total loss of all invested capital.
The
Company relies on outside financing in the form of equity and debt
and it is possible that the Company may not be able to obtain
outside financing in the future. If the Company is not able to
obtain financing it would more than likely be forced to cease
operations and all of the capital that has been invested in or
borrowed by the Company would be lost. If the Company is unable to
secure additional financing, our business may fail or our operating
results and our stock price may be materially adversely affected.
The raising of additional financing would in all likelihood result
in dilution or significant reduction in the value of the
Company’s securities.
The
Company may not be able to continue as a going concern. If the
Company is not able to continue as a going concern, it is highly
likely that all capital invested in the Company or borrowed by the
Company will be lost. The report of our independent auditors for
the years ended December 31, 2017 and 2016 raises substantial doubt
as to our ability to continue as a going concern. As discussed in
Note 2 to our financial statements for the six month periods ended
June 30, 2018 and 2017, we have experienced operating losses in
every year since our inception resulting in an accumulated deficit.
Our financial results as of June 30, 2018 raise substantial doubts
about the Company’s ability to continue as a going concern.
If the Company is not able to continue as a going concern, it is
highly likely that all capital invested in the Company or borrowed
by the Company will be lost.
Convertible Notes Payable and Notes Payable, in
Default
The
Company does not have additional sources of debt financing to
refinance its convertible notes payable and notes payable that are
currently in default. If the Company is unable to obtain additional
capital, such lenders may file suit, including suit to foreclose on
the assets held as collateral for the obligations arising under the
secured notes. If any of the lenders file suit to foreclose on the
assets held as collateral, then the Company may be forced to
significantly scale back or cease its operations which would more
than likely result in a complete loss of all capital that has been
invested in or borrowed by the Company. The fact that the Company
is in default regarding several loans held by various lenders makes
investing in the Company or providing any loans to the Company
extremely risky with a very high potential for a complete loss of
capital.
The
convertible notes that have been issued by the Company are
convertible at the lender’s option. These convertible notes
represent significant potential dilution to the Company’s
current shareholders as the convertible price of these notes is
generally lower than the current market price of the
Company’s shares. As such when these notes are converted into
equity there is typically a highly dilutive effect on current
shareholders and very high probability that such dilution may
significantly negatively affect the trading price of the
Company’s common stock. Furthermore, management intends to
have discussions or has already had discussions with several of the
promissory note holders who do not currently have convertible notes
regarding converting their notes into equity. Any such amended
agreements to convert promissory notes into equity would more than
likely have a highly dilutive effect on current shareholders and
there is a very high probability that such dilution may
significantly negatively affect the trading price of the
Company’s common stock.
Critical Accounting Policies
Our
discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally
accepted in the United States of America. The
preparation of these financial statements requires us to make
estimates and judgments which affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities (see Note 3, Summary of
Significant Accounting Policies, contained in the notes to the
Company’s financial statements for the periods ended June 30,
2018 and 2017). On an ongoing basis, we evaluate our
estimates. We base our estimates on historical
experience and on various other assumptions which we believe to be
reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and
liabilities which are not readily apparent from other
sources. Actual results may differ from these estimates
based upon different assumptions or conditions; however, we believe
that our estimates are reasonable.
Management
is aware that certain changes in accounting estimates employed in
generating financial statements can have the effect of making the
Company look more or less profitable than it actually
is. Management does not believe that either the Company
or its auditors have made any such changes in accounting
estimates.
32
Off-balance Sheet Arrangements
None.
Not
required for smaller reporting companies.
Management’s Responsibility for Controls and
Procedures
The
Company’s management is responsible for establishing and
maintaining adequate internal control over the Company’s
financial reporting. The Company’s controls over financial
reporting are designed under the supervision of the Company’s
Principal Executive Officer/Principal Financial Officer to ensure
that information required to be disclosed by the Company in the
reports that the Company files or submits under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
is accumulated and communicated to the Company’s management,
including the Company’s principal executive officer/principal
financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Evaluation of Disclosure Controls and Procedures
Under
the supervision and with the participation of our principal
executive officer, the Company conducted an evaluation of the
effectiveness of the design and operation of its disclosure
controls and procedures, as such term is defined under Rule
13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of
June 30, 2018. Based on this evaluation, management
concluded that our financial disclosure controls and procedures
were not effective so as to timely record, process, summarize and
report financial information required to be included on our
Securities and Exchange Commission (“SEC”) reports due
to the Company’s limited internal resources and lack of
ability to have multiple levels of transaction
review. However, as a result of our evaluation and
review process, management believes that the financial statements
and other information presented herewith are materially
correct.
The
management including its Principal Executive Officer/Principal
Financial Officer, does not expect that its disclosure controls and
procedures, or its internal controls over financial reporting will
prevent all error and all fraud. A control system no
matter how well conceived and operated, can provide only reasonable
not absolute assurance that the objectives of the control system
are met. Further, the design of the control system must
reflect the fact that there are resource constraints, and the
benefit of controls must be considered relative to their
costs.
Because
of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.
The
Company has limited resources and as a result, a material weakness
in financial reporting currently exists, because of our limited
resources and personnel, including those described
below.
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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.
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*
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We have
not achieved the optimal level of segregation of duties relative to
key financial reporting functions.
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*
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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.
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*
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We have
not achieved an optimal segregation of duties for executive
officers of the Company.
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33
A
material weakness is a deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) auditing standard 5) or
combination of deficiencies in internal control over financial
reporting such that there is a reasonable possibility that a
material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis.
Management has determined that a material weakness exists due to a
lack of segregation of duties, resulting from the Company's limited
resources and personnel.
Remediation Efforts to Address Deficiencies in Disclosure Controls
and Procedures
As a
result of these findings, management, upon obtaining sufficient
capital and operations, intends to take practical, cost-effective
steps in implementing internal controls, including the possible
remedial measures set forth below. As of June 30, 2018
we did not have sufficient capital and/or operations to implement
any of the remedial measures described below.
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*
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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.
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*
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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.
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*
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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.
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(b) Change in Internal Control Over Financial
Reporting
The
Company has not made any change in our internal control over
financial reporting during the period ended June 30,
2018.
34
On June
18, 2013, Seafarer began litigation against Tulco Resources, LLC,
in a lawsuit filed in the Circuit Court in and for Hillsborough
County, Florida. Such suit was filed for against Tulco based
upon for breach of contract, equitable relief and injunctive
relief. Tulco was the party holding the rights under a permit to a
treasure cite at Juno Beach, Florida. Tulco and Seafarer had
entered into contracts in March 2008, and later renewed under
an amended agreement on June 11, 2010. Such permit was committed to
by Tulco to be an obligation and contractual duty to which they
would be responsible for payment of all costs in order for the
permit to be reissued. Such obligation is contained in the
agreement of March 2008 which was renewed in the June 2010
agreement between Seafarer and Tulco. Tulco made the commitmentto
be responsible for payments of all necessary costs for the gaining
of the new permit. Tulco never performed on such obligation, and
Seafarer during the period of approximately March 2008 and April
2012 had endeavored and even had to commence a lawsuit to gain such
permit which was awarded in April 2012. Seafarer alleges in their
complaint the expenditure of large amounts of shares and monies for
financing and for delays due to Tulco’s non-performance.
Seafarer seeks monetary damages and injunctive relief for the award
of all rights held by Tulco to Seafarer Seafarer gained a default
and final Judgment on such matter on July 23, 2014. Seafarer is now
in position to receive the renewed permit to be in Seafarer’s
name and rights only, with Tulco removed per the Order of the
Court. On March 4, 2015, the Court awarded full rights to the Juno
sight to Seafarer Exploration, erasing all rights of Tulco
Resources. The company has currently filed an Admiralty Claim over
such sight in the United States District Court which is pending
final ruling. On October 21, 2016 a hearing on the Admiralty Claim
in the United States District Court for the Southern District of
Florida was held, where the Court Ordered actions to take place for
ongoing admiralty claim, which will occur during the month of
November 2016. The Court subsequently entered and Order directing
the arrest warrant for such site, and such arrest warrant has been
issued by the Clerk of Court. Such warrant entry is now in process
by the Company. Such arrest warrant was served by the United States
Marshalls Office in Palm Beach, Florida on July 7, 2017. The United
States District Court Judge ordered service on the claim on August
10, 2017. On November 14, 2017, Judge Kenneth Marra of the United
States District Court awarded Seafarer all rights as the sole owner
of the sunken vessel and any items on such site.
On
September 3, 2014, the Company filed a lawsuit against Darrel
Volentine, of California. Mr. Volentine was sued in two counts of
libel per se under Florida law, as well as a count for injunction
against the Defendant to exclude and prohibit internet postings.
Such lawsuit was filed in the Circuit Court in Hillsborough County,
Florida. Such suit is based upon internet postings on
www.investorshub.com
. On or about October 15, 2015, the Company and Volentine entered
into a stipulation whereby Volentine admitted to his tortious
conduct, however the stipulated damages agreed to were rejected by
the Court, and the Company is proceeding to trial on damages
against Volentine in a non-jury trial on December 1, 2015. The
Defendant is the subject of a contempt of court motion which was
heard on April 7, 2016, whereby the Court found a violation and
modified the injunction against the Defendant, and imposed other
matters of potential penalties against the Defendant. The Court
also awarded attorney’s fees against the Defendant on behalf
of Seafarer for such motion. The Defendant subsequently attempted
to have such ruling, evidence and testimony attacked through a
motion heard before the Court on
October
24, 2016. The Court dismissed the Defendant’s motion after
presentation of the Defendant’s case at the hearing. The
Plaintiff has set the matter for entry of the attorney’s fees
amount due from the Defendant for hearing in December 2016. As well
the Plaintiff has set for hearing its motion for sanctions in the
form of attorney’s fees for frivolous filing of the October
24 th motion, which motion is also set for hearing in December
2016. The Plaintiff filed a renewed and amended motion for punitive
damages in the case on September 11, 2016, which has not been set
for hearing. The Defendant had also filed a motion for summary
judgment on the matter of notice entitlement pre-suit, which motion
is pending before the Court. ThePlaintiff filed a motion for
sanctions against the Defendant for the motion for summary judgment
being frivolous under existing law, and such motion is pending
ruling on the motion. Discovery is ongoing on such case. On
December 7, 2016, the Court held a hearing on the Defendant’s
motion for sanctions, and essentially attempting to rehear the
motion for contempt against the Defendant. The Court dismissed the
Defendant’s motions, and renewed the ability of the Company
to seek attorney’s fees on such matter, which hearing has not
been set at present. On February 28, 2017, the Court entered an
Order denying the Defendant’s motion for summary judgment.
The Company has a pending motion for sanctions related to the
Defendant’s filing of the motion for summary judgment which
has not been set for hearing. The Company will be attempting to set
such matter for trial during 2018.
Not
required for smaller reporting companies.
During
the three month period ended June 30, 2018, the Company issued or
agreed to issue 144,083,000 shares of its restricted common stock
for various consulting services for Directors’ fees, dive
operations, financial reporting, strategic business consulting,
technology consulting and research, advisory council fees,
archeological and business advisory fees, etc. The Company believes
that the issuance of the securities was exempt from registration
under the Securities Act of 1933, as amended, in reliance on
Section 4(2) of the Securities Act as a transaction by an
issuer not involving any public offering and based on the fact that
such securities were issued for services to sophisticated or
accredited investors and persons who are thoroughly familiar with
the Company’s proposed business by virtue of their
affiliation with the Company.
On
various dates during the three month period ended June 30, 2018,
the Company entered into subscription agreements to sell
125,642,857 shares of its restricted common stock in exchange for
proceeds of $106,550. The proceeds received were used for general
corporate purposes, working capital and the repayment of debt. The
Company also agreed to issue a total of 8,000,000 of its restricted
common stock as loan origination fees related to two convertible
note agreements.
35
Exemptions from Registration for Sales of Restricted
Securities.
The
issuance of securities referenced above were issued to persons who
the Company believes were either “accredited
investors,” or “sophisticated investors” who, by
reason of education, business acumen, experience or other factors,
were fully capable of evaluating the risks and merits of an
investment in us; and each had prior access to all material
information about us. None of these transactions involved a public
offering. An appropriate restrictive legend was placed on each
certificate that has been issued, prohibiting public resale of the
shares, except subject to an effective registration statement under
the Securities Act of 1933, as amended (the “Act”) or
in compliance with Rule 144. The Company believes that the offer
and sale of these securities was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) under
the Securities Act of 1933 (the “Act”)
thereof, and/or Regulation D. There may be additional
exemptions available to the Company.
Issuance of Securities Due to Conversion of Notes and
Debt
During
the three month period ended June 30, 2018, the Company did not
issue any securities for the conversion of promissory notes or
debt. The Company believes that the offer and sale of these
securities were exempt from the registration requirements of the
Securities Act pursuant to Sections 3(a)(9) under the Securities
Act of 1933, as amended.
The
Company has several promissory notes and loans that are currently
in default to non-payment of principle and interest. See Part I,
Item 2, notes payable and convertible notes payable, in default,
for discussion of defaults on certain debt obligations of the
Company.
None.
None
Set
forth below is a list of the exhibits to this quarterly report on
Form 10-Q.
|
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
|
* Filed
herewith.
** To
be furnished by amendment per Temporary Hardship Exemption under
Regulation S-T.
36
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
|
|
SEAFARER EXPLORATION CORP.
|
|
|
|
|
|
|
|
|
|
|
Date:
August 14, 2018
|
By:
|
/s/ Kyle Kennedy
|
|
|
|
Kyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer and Principal Accounting Officer)
|
|
Date:
August 14, 2018
|
By:
|
/s/ Charles Branscum
|
|
|
|
Charles
Branscum, Director
|
|
Date:
August 14, 2018
|
By:
|
/s/ Robert L. Kennedy
|
|
|
|
Robert
L. Kennedy, Director
|
37
TABLE OF CONTENTS
Part I: Financial InformationItem 1. Financial Statements (unaudited) 5Item 1. Financial Statements (unaudited)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations 27Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market Risk 33Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4T. Controls and Procedures 33Item 4T. Controls and ProceduresPart Ii: Other Information 35Part Ii: Other InformationItem 1. Legal Proceedings 35Item 1. Legal ProceedingsItem 1A. Risk Factors 35Item 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 35Item 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior Securities 36Item 3. Defaults Upon Senior SecuritiesItem 4. Submission Of Matters To A Vote Of Security Holders 36Item 4. Submission Of Matters To A Vote Of Security HoldersItem 5. Other Information 36Item 5. Other InformationItem 6. Exhibits 36Item 6. ExhibitsPart 1: Financial InformationItem 1. Financial StatementsNote 1 - Description Of BusinessNote 2 - Going ConcernNote 3 - Summary Of Significant Accounting PoliciesNote 4 Capital StockNote 5 - Income TaxesNote 6 - Lease ObligationNote 7 - Convertible Notes Payable and Notes PayableNote 8 Material AgreementsNote 9 Legal ProceedingsNote 10 Related Party TransactionsNote 11 - Subsequent EventsPart II. Other Information