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Organization, Consolidation and Presentation of Financial Statements
12 Months Ended
Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements:  
Development Stage Enterprises

NOTE 1 – DESCRIPTION OF BUSINESS

 

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 develop the infrastructure necessary to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks. During 2008, the Company changed its fiscal year end from April 30 to December 31.

 

The Company is in the development stage and its activities during the development stage include developing a business plan and raising capital.

 

In June of 2008, Seafarer Exploration, Inc. (“Seafarer Inc.”) merged with Organetix pursuant to a Share Exchange Agreement (the “Exchange Agreement”). The Exchange Agreement provided for the exchange of all of Seafarer Inc.’s common shares for 131,243,235 of Organetix post-merger common shares. Considering that Seafarer Inc.’s former shareholders controlled the majority of Organetix’s outstanding voting common stock, Seafarer Inc.’s management had actual operational control of Organetix and Organetix effectively succeeded its otherwise minimal operations to Seafarer Inc.’s operations.  Seafarer Inc. was considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction with a non-operating public shell company is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of Seafarer Inc.’s common stock for the net monetary assets of Organetix, accompanied by a recapitalization. Accordingly, the accounting does not contemplate the recognition of unrecorded assets of the accounting acquiree, such as goodwill. On the date of the merger, Organetix was a blank-check public shell company and had no assets and no liabilities. Financial statements presented herein and subsequent to the merger reflect the financial assets and liabilities and operations of Seafarer Inc., at their historical costs, giving effect to the recapitalization, as if it had been Organetix during the periods presented.

 

In July of 2008, the Company changed its name from Organetix, Inc. to Seafarer Exploration Corp.

Going Concern Note

NOTE 2 - GOING CONCERN

 

These 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. As shown in the accompanying financial statements, the Company has incurred net losses of $4,892,107 since inception. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from April 10, 2012. 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 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 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.

Collaborative Arrangement Disclosure

NOTE 11 – MATERIAL AGREEMENTS

 

Agreement with Tulco Resources, Ltd.

 

As previously noted in its 8-K filing on June 11, 2010, the Company entered into an agreement with Tulco Resources, Ltd. (“Tulco”) on June 8, 2010 which granted the Company the exclusive rights to explore, locate, identify, and salvage a possible shipwreck within the territorial limits of the State of Florida, off of Palm Beach County, in the vicinity of Juno Beach, Florida (the “Exploration Agreement”).  There term of the Agreement is for three years and may renew for an additional three years under the same terms unless otherwise agreed to in writing by the Tulco and Seafarer. The Agreement may be terminated by mutual agreement of both Tulco and Seafarer or it may be terminated by either party for cause. Termination for cause may include willful misconduct or gross negligence with respect to carrying out any duties responsibilities or commitments under the agreement and/or failure by Seafarer to fully pay the annual conservation payment on time. Under the Agreement the Company paid Tulco a total of $40,000, a total which included $20,000 to cover fees owed to Tulco from the 2009 diving season and a $20,000 payment for the 2010 diving season. The Company also agreed to pay Tulco a conservation payment of $20,000 per calendar year during the term of the Agreement.  The amount of the conservation payment my increase in future years based on the mutual agreement of Tulco and the Company.

 

The Company agreed to furnish its own personnel, salvage vessel and equipment necessary to conduct operations at the shipwreck site. The Company also agreed to pay all of its own expenses directly associated with salvage operations, including but not limited to fuel, food, ground tackle, electronic equipment, dockage, wages, dive tanks, and supplies.

 

The Company agreed to split any artifacts that it recovers equally with Tulco, after the State of Florida has selected up to twenty percent of the total value of recovered artifacts for the State of Florida’s museum collection. The Company and Tulco agreed to receive their share of the division of artifacts at the same time.  The Company and Tulco agreed to jointly handle all correspondence with the State of Florida regarding any agreements and permits required for the exploration and salvage of the shipwreck site.

 

The Company has received correspondence from Tulco’s legal counsel demanding that the Company pay additional fees that are not contemplated in the Exploration Agreement and that the Company turn over certain artifacts to Tulco. Tulco has stated that if the Company does not meet its demands then Tulco will seek other groups to work at the Juno Beach site.

 

Recovery Permit with Florida Division of Historical Resources

 

As previously noted on its form 8-K filed on May 9, 2011, the Company and Tulco received a 1A-31 Recovery Permit from the Florida Division of Historical Resources. The Recovery Permit is active through April 25, 2014. The Permit authorizes Seafarer to dig and recover artifacts from the designated site at Juno Beach, Florida.

 

Certain Other Agreements

 

On January 18, 2011, the Company entered into an agreement with an individual to provide various consulting services as a project manager for the Company’s exploration and recovery operations, including reviewing daily and weekly operating plans, assisting in overseeing the Company’s operations, reviewing and recording potential artifact locations and coordinates and other services as requested by the Company.  The agreement expired on August 31, 2011. In consideration for performing the consulting services, the Company agreed to pay the consultant a total of 600,000 restricted shares of its common stock. The shares issued to the consultant were subject to the following vesting schedule: 50,000 shares vest in February 2011, 50,000 shares vest in March 2011, 100,000 shares vest in April 2011, 100,000 shares vest in May 2011, 100,000 shares vest in June 2011, 100,000 shares vest in July 2011 and 100,000 shares vest in August 2011. If the agreement is terminated prior to the August 31, 2011 expiration date, the consultant agreed to return to the Company any portion of the shares that had not vested.  The 600,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On January 18, 2011, the Company entered into a consulting agreement with an individual under which the consultant agreed to advise the Company regarding joint ventures, mergers and acquisitions and to develop, study and evaluate acquisition proposals and prepare reports and studies under the direction of the Company’s President. The Agreement is in effective until the services are provided as defined in the agreement. Under the terms of the agreement, the Company agreed to pay the consultant a total of 1,000,000 restricted shares of the Company’s common stock. The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On January 19, 2011, the Company entered into a consulting agreement with an individual under which the consultant agreed to advise the Company regarding business development, mergers and acquisitions, business strategy and the analysis of the treasure industry under the direction of the Company’s President. The agreement expired on June 19, 2011. Under the terms of the agreement, the Company was required to pay the consultant $5,000 upon execution of the agreement and $2,500 per month for six months. Under the terms of the agreement the Company agreed to pay the consultant a total of 1,000,000 shares of its restricted common stock. The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On January 27, 2011, the Company entered into a consulting agreement with an individual under which the consultant agreed to advise the Company regarding its news releases and generating local media coverage of the Company’s business and operations in Florida media markets, development, mergers and acquisitions, business strategy and specifically for the purpose of developing, studying and evaluating acquisition proposals and preparing reports and studies under the direction of the Company’s CEO. The agreement expired on April 25, 2011. Under the terms of the agreement, the Company agreed to pay the consultant a total of 250,000 restricted shares of the Company’s common stock. The 250,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

 

F-17

 

 

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS  

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

On April 2, 2011, the Company’s wholly owned subsidiary, Church Hollow, LLC (“CH”), entered into a Treasure Exploration Funding Agreement with a limited partnership. Under the terms of the Agreement and an amendment to the Agreement, CH agreed to provide $21,000 to the limited partnership in exchange for a maximum of 12% of the gross amount of any treasure recovered by the limited partnership from an area of Missouri known as Church Hollow (the “Church Hollow Site”). The limited partnership indicated that the funding would be used to explore, excavate and potentially recover treasure and/or valuable artifacts from the Church Hollow Site. Per the Agreement, the Company provided $21,000 to the limited partnership. The limited partnership was not successful in locating any treasure at the Church Hollow Site and does not anticipate that any treasure will be located at the site. Since there is objective evidence that the equity method investment in the Church Hollow Site is impaired and the recoverable amount is lower than the carrying amount of the equity method investment in the Church Hollow Site, an impairment loss has been recognized as “loss on impairment” included in non-operating expenses for the full amount of the investment. As a result of the impairment, the carrying amount of the investment in the Church Hollow Site as of December31, 2011 is $0.

 

On April 2, 2011, the Company entered into a consulting agreement with an individual under which the consultant agreed to advise the Company regarding business development, mergers and acquisitions, business strategy and specifically assisting the Company in developing, and studying joint venture proposals in the treasure industry when advisable under the direction of the Company’s CEO. The Agreement has no specific expiration date. Under the terms of the agreement, the Company agreed to pay the consultant a total of 1,000,000 restricted shares of the Company’s common stock. The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On April 16, 2011, the Company entered into a consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO and that provides transfer agent services to the Company. Under the terms of the agreement, the consultant agreed to assist and advise the Company regarding the annual shareholder meeting and proxy administration including analyzing the Company’s bylaws to ensure compliance with corporate bylaws and state and federal regulations, organize the shareholder meeting, mail the notice of shareholder meeting, proxy card and financial statements to shareholders,  tabulate shareholder votes and meeting attendance, author a script and assign appropriate roles, provide certified shareholder lists, attend and participate in the meeting, provide certified voting results and assist with shareholder services. Under the terms of the Agreement, the Company agreed to pay the consultant $5,000 and issue to the consultant 1,000,000 shares of its restricted common stock as consideration for the services.  The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On April 18, 2011, the Company entered into a consulting agreement with a corporation under which the consultant agreed to advise the Company on a best efforts basis regarding business development, filming, production, web hosting, mergers and business strategy under the direction of the Company’s CEO. The Agreement has no expiration date. Under the terms of the agreement, the Company agreed to pay the consultant a total of 500,000 restricted shares of the Company’s common stock. The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On April 19, 2011, the Company entered into an agreement with an individual who is related to the Company’s CEO to join 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 pay the Director 2,500,000 restricted shares of its common stock at a future date and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre approved expenses. The 2,500,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On April 19, 2011, the Company entered into an agreement with an individual to join 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 and the Director agreed to negotiate compensation on a year-by-year basis and no compensation was specified in the agreement.  The Company also agreed to reimburse the Director for pre approved expenses.

 

 

F-18

 

 

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS  

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

On June 10, 2011, the Company entered into a consulting agreement with a limited liability company under which the consultant agreed to provide dredging, side scanning, mapping and charting services to the Company over a period of 30 working days under the direction of the Company’s CEO. Under the terms of the agreement, the Company agreed to pay the consultant a total of 2,000,000 restricted shares of the Company’s common stock, $6,000 to cover various operational costs for the limited liability company’s ship and crew, plus $1,151 to cover dockage for the ship. The Company additionally agreed to pay each of the divers that work for the limited liability company 1% of any treasure that they find up to a maximum of 5%. The 2,500,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On June 20, 2011, the Company entered into a consulting agreement with an individual who is a member of the Company’s Board of Directors. Under the terms of the Agreement under the consultant agreed to advise the Company regarding business development, mergers and acquisitions, business strategy and the analysis of the treasure industry and developing, studying, and evaluating acquisition proposals, preparing reports and studies when advisable under the direction of the Company’s CEO. Under the terms of the agreement, the Company agreed to pay the consultant $7,500 for three months, subject to availability of funds. The Company also agreed to pay the consultant a total of 1,000,000 shares of its restricted common stock. The shares issued to the consultant were subject to the following vesting schedule: 200,000 shares vest in July 2011, 200,000 shares vest in August 2011, 200,000 shares vest in September 2011, 200,000 shares vest in October 2011, and 200,000 shares vest in November 2011.  As of December 31, 2011 the 1,000,000 restricted shares had not been issued and these shares were included as a liability in the accounts payable and accrued liabilities section in the accompanying balance sheet.

 

On August 17, 2011, the Company entered into a consulting agreement with a limited liability company for various consulting services including dredge work, side scanning, mapping, and charting. Under the terms of the agreement the consultant agreed to perform various services including dredging, scanning and mapping work over a period of 30 working days or 55 calendar days, whichever occurs first, under the direction of the Company’s President. The company agreed to pay to the consultant 150,000 shares of restricted common stock, $17,000 and pay for dockage of the consultant’s vessel. The Company also agreed to pay the individual divers that work for the consultant an additional bonus of 1% minimum and 5% maximum of any treasure that they locate on behalf of the Company. The Company also agreed to pay an undefined bonus in share of its common stock to whichever diver finds the first piece of treasure as well as to the divers working with him and the crew who is working on the boat at that time. As of December 31, 2011 the initial 150,000 shares had not been issued and these shares were included as a liability in the accounts payable and accrued liabilities section in the accompanying balance sheet.

 

On August 23, 2011, the Company entered into two related agreements with an individual consultant. The first agreement is a letter agreement outlining the business terms under which the Company will provide funding, a vessel, and equipment to explore and salvage a purported abandon shipwreck site known to the consultant. Under the terms of the letter agreement the Company agreed to provide the vessel, search and salvage equipment and salvage services. The Company agreed to use its best efforts to obtain all applicable permits and agreements for the project. The letter agreement states that the Company will carry out the recovery of any recoverable artifacts at the site and the Company has sole discretion as to which artifacts are economically practical to remove from the site. Additionally if any artifacts are recovered then the Company would be responsible the stabilization, transportation, provision of secured storage and documentation of the artifacts. Should the project move forward into an operating phase then the consultant would be the operations manager and oversee the operational aspects of the project in consultation with the Company however the Company would have absolute authority of where, when and how to conduct operations. If the Company is not able to secure the necessary permits and agreements for the project then the both parties agree to release each other from their obligations under the agreement. In consideration for the consultant providing the location and information as to the purported shipwreck site, the Company agreed to pay the consultant an initial payment of 120,000 restricted shares of its common stock. If the Company is successful in obtaining the required permits and agreements from governmental agencies necessary to salvage the shipwreck site identified by the consultant then the Company agreed to issue the consultant 2,000,000 shares of its restricted common stock. The Company further agreed to pay the consultant an additional 1,000,000 shares of its restricted common stock if the Company successfully locates a minimum of $50,000 worth of valuable artifacts at the shipwreck site. The consultant will also be entitled to additional stock bonuses as determined by the Company’s Board of Directors. Furthermore the consultant will be paid for his services under a separate consulting agreement once the project receives the necessary permits and agreements to salvage the designated area. The second agreement is a consulting agreement under which the consultant agrees to provide services and advice to the Company on site work as deemed necessary for the job, directing, mapping, charting for the Company in relation to the specific shipwreck project under the direction of the Company’s President. Under the terms of the consulting agreement the Company agreed to pay the consultant $10,000 per month after receiving an approved salvage permit with the State of Florida for the shipwreck site that the consultant agreed to make known to the Company under the letter agreement described above. The agreement also states that if the value of the shares that have been given to the consultant per the letter agreement become worth more than $250,000 then the Company will only pay the consultant a fee of $5,000 per month and if after six months of salvage operations the Company determines that it is overly burdensome to continue to pay the consultant at the rate described above then will agree to renegotiate a new monthly fee schedule The 120,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On August 25, 2011, the Company entered into a financial public relations agreement with a corporation to provide various investor relations/financial public relations services. The term of the Agreement is for six months. Under the terms of the agreement the Company agreed to pay the consultant 1,000,000 restricted shares of the Company’s common stock due when the agreement was executed. The consultant agreed to act as a liaison between the Company and its shareholders, advise the Company with regards to market makers, broker dealers and other market participants and act as a liaison with such market participants, and advise the Company with respect to communications and information and as well as planning, designing, developing, organizing, writing, and distributing such communications and information. The agreement states that the consultant is not providing any investment banking

services related activities and is not being compensated or engaged to raise capital for the Company. The 1,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

 

F-19

 

 

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS  

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

The Company entered into an amended lease agreement on September 12, 2011 for its current office location at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. Under the terms of the amended lease agreement the lease term has been extended to May of 2012 with a base monthly rent of $1,166.  There may be additional monthly charges for pro-rated maintenance, etc.

 

On September 22, 2011, the Company entered into three separate agreements with three individuals to join the Company’s advisory council. Under the advisory council agreements 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 three advisors an aggregate total of 2,700,000 restricted shares of its common stock. Each advisor was issued 900,000 shares of the Company’s common stock. According to the agreement each advisor will have their shares vest at a rate of 75,000 per month during the term of the agreement.  If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors 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.

 

The Company had an outstanding accounts payable balance with a certain vendor in the amount of $40,559 related to legal services. On September 23, 2011, the Company issued 6,073,374 shares of its restricted common stock to this vendor as satisfaction for the outstanding invoices. The agreement between the Company and the vendor stipulated the stock must be worth at least $40,599 in the event the vendor sells the shares and the value received for the sale of the shares is less than $40,599 then the vendor will be entitled to receive additional payment until the balance is paid in full. The Company accounted for the right to be made “whole” as a put liability. The value of the put liability was $0 as of December 31, 2011.  As of the December 31, 2011, the fair value of the shares was $0. 

 

On November 23, 2011, the Company entered into a consulting agreement with a corporation under which the consultant agreed to advise the Company regarding business development, mergers and acquisitions, business strategy and specifically for the analysis of the treasure industry under the direction of the Company’s CEO. The consultant also agreed to allow the Company to use its office space for a period of one year from the execution of the agreement. The term of the Agreement is until October 18, 2012. Under the terms of the agreement, the Company agreed to pay the consultant a total of 2,000,000 restricted shares of the Company’s common stock. The 1,200,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

On December 12, 2011, the Company entered into a consulting agreement with an individual under which the consultant agreed to advise the Company regarding communications and business development under the direction of the Company’s CEO. The term of the Agreement continues until the services are performed. Under the terms of the agreement, the Company agreed to pay the consultant a total of 2,000,000 restricted shares of the Company’s common stock. The 1,200,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

 

The Company has an ongoing consulting agreement to pay a limited liability company owned by its former Chief Financial Officer a minimum of $5,000 per month for providing ongoing financial reporting, strategic planning, and accounting services. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion to show appreciation for the consultant’s willingness to spend additional time and effort rendering services to the Company, to provide services to the Company at below market cash compensation rates and as an incentive and an inducement to continue to provide services to the Company. The Company also agreed to reimburse the consultant for certain expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the consultant during the twelve month period ended December 31, 2011 are included as an expense in consulting and contractor fees in the accompanying income statement.

 

The Company has an ongoing consulting agreement to pay a limited liability company minimum of $500 per month for bookkeeping services and additional restricted stock based compensation for providing assistance with technical accounting and financial reporting. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion to show appreciation for the consultant’s willingness to spend additional time and effort rendering services to the Company, to provide services to the Company at below market cash compensation rates and as an incentive and an inducement to continue to provide services to the Company. The agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the consultant during the twelve month period ended December 31, 2011 are included as an expense in consulting and contractor fees in the accompanying income statement.

 

The Company has an ongoing consulting agreement to pay a person who is related to the Company’s CEO a minimum of $3,000 per month for providing various administrative, clerical, office management and consulting services. The Company agreed to pay the related party consultant additional compensation in the form of cash and/or stock based on extra time and effort spent rendering services to the Company. The agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the related party consultant during the twelve month period ended December 31, 2011 are included as an expense in consulting and contractor fees in the accompanying income statement.