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MATERIAL AGREEMENT
3 Months Ended
Jun. 30, 2012
Commitments and Contingencies Disclosure [Abstract]  
MATERIAL AGREEMENT

NOTE 11 – MATERIAL AGREEMENT

 

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 previously 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 and that it will terminate its agreement with the Company and it has threatened to take legal action against the Company.

 

Other Agreements

 

The Company has an agreement with an individual related to the exploration and recovery of purported archeological items and treasure believed to be located in Missouri. The individual has conducted research as to the theoretical existence of purported artifacts and treasure believed to be located somewhere in Missouri and the Company has provided funding to the individual in order to help fund the exploration and excavation of two separate dig sites. The Company provided a total of $21,000 of funding to the individual in 2011 through its Church Hollow, LLC subsidiary, which was specifically created to partner with a limited partnership controlled by the individual, for the Company to receive a percentage of any artifacts and/or treasure located at the first dig site. The Company also entered into a separate consulting agreement with the individual for 1,000,000 restricted shares of its common stock. No artifacts or treasure were located at the first dig site in 2011 and it was decided that this dig site was not the correct location. In 2012, the Company has provided an additional $12,000 in funding and 1,000,000 restricted shares of its common stock to the individual as its investment in a limited partnership joint venture controlled by the individual related to a second dig site in exchange for the Company receiving 16% of any treasure or artifacts located at the second dig site. No artifacts or treasure have been located at the second dig site. By virtue of the funding and consulting advice that the Company has provided to the individual, the Company believes that it has an ongoing minimum 3% interest in any artifacts or treasure located using the research at any dig site in Missouri related to this project.

 

In April of 2012, the Company entered into an agreement with an individual to provide general consulting and Spanish translation services under the direction of the Company’s CEO. The term of the agreement is ongoing and in the Company issued 100,000 shares of its restricted common stock value to the consultant as consideration for the services. The 100,000 shares are included as an expense in the amount of $1,000 in consulting and contractor fees the accompanying income statement.

 

In May of 2012, the Company entered into a loan agreement with a shareholder under which the shareholder agreed to provide the Company with an emergency short term loan in the amount of $10,000. The shareholder agreed to provide the loan to the Company with at 0% rate of interest and the Company agreed to pay the shareholder 300,000 restricted shares of its common stock as an equity kicker in exchange for providing the emergency no interest rate loan and the issuance is included as an interest expense in the amount of $1,500 was in the accompanying income statement. The Company repaid the entire loan balance prior to June 30, 2012.

 

In May of 2012, the Company entered into an 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 pay the Director 3,000,000 restricted shares of its common stock at  the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre approved expenses. As of June 30, 2012, the Company had issued the related party Director 3,000,000 shares of its restricted common stock pursuant to the agreement. The 3,000,000 shares are included as an expense in the amount of $18,900 in consulting and contractor fees the accompanying income statement.

 

In June of 2012, the Company agreed to pay $1,500 for legal services related to the filing of schedules of share ownership for a related party shareholder. Legal counsel agreed to accept 300,000 shares of the Company’s restricted common stock for the payment for the legal services rendered. The Company issued 300,000 restricted common shares which are included as an expense in legal fees in the accompanying income statement.

 

The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $2,400 per month to provide background research, background checks and investigative information on individuals and companies, and act as an administrative specialist to perform administrative duties and clerical services. The consultant provides the services under the direction and supervision of the Company’s CEO. During the three month period ended June 20, 2012 the Company paid the related party consultant fees of $5,600. All fees paid to the related party consultant during the six month period ended June 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the six month period ended June 30, 2012. At June 30, 2012, the Company owed the limited liability company $1,600 and this amount is included in accounts payable and accrued liabilities in the accompanying balance sheet.

 

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. During the three month period ended June 30, 2012 the Company paid the related party transfer agency fees of $2,000. All fees paid to the related party consultant during the six month period ended June 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the six month period ended June 30, 2012. At June 30, 2012, the Company owed the related party limited liability company $2,661 for transfer agency services rendered, legal fees incurred and other services. This amount is included in accounts payable and accrued liabilities in the accompanying balance sheet. In May 2012 the Company entered into a debt settlement agreement with the related party vendor to settle $19,260 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company of which the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 6,641,583 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency less than $19,260 from the sale of the stock, then they are entitled to receive up to an additional 4,000,000 shares of common stock or a cash payment until the balance is paid in full.

 

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. During the three month period ended June 30, 2012, the Company issued 3,000,000 restricted shares of its common stock valued at $18,900 to the consultant. All fees paid to the consultant during the six month period ended June 30, 2012 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, in the amount of $5,000 per quarter, for providing assistance with technical accounting and financial reporting. The Company may also 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 six month period ended June 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement.

 

The Company previously had an ongoing agreement to pay a person who is related to the Company’s CEO a minimum of $3,000 per month plus additional cash and/or stock based compensation at its discretion based on additional time that the consultant spent rendering services. The Company and the related party consultant mutually agreed to terminate the consulting agreement as of May 4, 2012. In January 2012, the Company issued 1,000,000 shares of its restricted common stock to the related party consultant. The shares were recorded as an expense of $7,900 in consulting and contractor fees in the accompanying income statement for the six month period ended June 30, 2012. All fees paid to the related party consultant during the six month period ended June 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement. As of June 30, 2012, the Company did not owe any fees or compensation to the related party consultant.