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Material Agreement
3 Months Ended
Sep. 30, 2012
Commitments and Contingencies Disclosure [Abstract]  
Material Agreement

NOTE 10 – 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 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

 

In July 2012, a related party shareholder provided the Company with emergency short term loan proceeds totaling $5,000. The Company repaid the related party shareholder the entire $5,000 balance prior to September 30, 2012. The Company did not pay any interest or fees to the related party shareholder for providing the short term loan.

 

In August 2012, the Company entered into a promissory note agreement with a related party shareholder under which the related party shareholder agreed to provide the Company with an emergency short term loan in the amount of $2,500. The related party shareholder agreed to provide the loan to the Company at a 0% rate of interest and the Company agreed to pay the shareholder 200,000 restricted shares of its common stock as an equity kicker in exchange for providing the emergency no interest rate loan. The Company repaid the entire loan balance prior September 30, 2012. As of September 30, 2012 the Company has not issued the 200,000 restricted shares to the related party shareholder and this amount is included in accounts payable and accrued liabilities in the accompanying balance sheet.

 

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 a minimum of $2,400 per month to provide administrative services, background research, background checks and investigative information on individuals and companies, and to perform administrative duties and clerical services. If the related party consultant performs additional work then the monthly fee may increase. The consultant provides the services under the direction and supervision of the Company’s CEO. During the three month period ended September 30, 2012 the Company paid the related party consultant fees of $9,600. All fees paid to the related party consultant during the nine month period ended September 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the nine month period ended September 30, 2012. At September 30, 2012, the Company owed the limited liability company $1,200 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. All fees paid to the related party consultant during the nine month period ended September 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the nine month period ended September 30, 2012. At September 30, 2012, the Company owed the related party limited liability company $5,257 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 July 2012 the Company entered into a debt settlement agreement with the related party vendor to settle $5,677 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in 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 1,530,111 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 realize less than $5,677 from the sale of the stock then they are entitled to receive up to an additional 1,000,000 shares of common stock or a cash payment to cover the difference in the amount owed.

 

The Company has an ongoing consulting agreement to pay a limited liability company controlled 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 nine month period ended September 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 a minimum of $500 per month for bookkeeping services and an additional $5,000 of restricted stock and/or cash 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 nine month period ended September 30, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement.