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MATERIAL AGREEMENTS
12 Months Ended
Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
MATERIAL AGREEMENTS

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 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. The Company paid Tulco the $20,000 fee in January 2012 as required under the Exploration Agreement, however Tulco has not cashed the check from 2012. The Company has not paid Tulco the $20,000 fee in January 2013 as contemplated in the Agreement and does not intend to make the payment until legal counsel is able to determine Tulco’s intent with regard to the Exploration Agreement. Tulco has not provided any conservation services as required under the Exploration Agreement. It is possible that Tulco may claim that the Exploration Agreement is no longer valid and that therefore the Company has no further rights to explore and salvage the Juno Beach site. The Company is exploring its legal rights and options with regard to the relationship with Tulco and the Exploration Agreement.

 

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.

 

Exploration Permit with Florida Division of Historical Resources

 

On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit, the Company can begin remote sensing of the site including magnetometer and side scan sonar as necessary, underwater recording of exposed target information using photo, video, measuring tapes and temporary datum points, develop a research plan to test selected target areas that appear to represent historic shipwreck material once the remote sensing has been completed and the data analyzed. The Company and any associated personnel and contractors must adhere to a number of requirements and conditions that are outlined in the permit. If the work authorized under the Exploration Permit confirms the presence of a historical shipwreck then a request for a recovery permit will be made.

 

Certain Other Agreements

 

On March 2, 2012, the Company entered into an agreement to become a limited partner in limited partnership joint venture. Under the terms of the agreement the Company agreed to pay $12,000 to the limited partnership in exchange for 16% of the net income received by the general partner. A division committee made up of the limited partners will be appointed to devise an equitable method and time schedule for the division and distribution of any treasure items. The Company agreed to abide by the decision of the division committee.  The agreement expired on June 1, 2012. As of December 31, 2012, the joint venture was considered impaired.

 

 

F-19

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

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 16% interest in any artifacts or treasure located using the research at any dig site in Missouri related to this project. As of December 31, 2012, the agreement was considered impaired. During the year ended December 31, 2012, the Company recorded a loss on impairment related to the joint venture in the amount of $21,800.

 

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. The issuance is included as interest expense in the amount of $1,500 in the accompanying income statement. The Company repaid the entire loan balance in 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 December 31, 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 $12,900 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.

 

In July of 2012, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements 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 agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 1,200,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 100,000 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. All fees paid to the advisor during the twelve month period ended December 31, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement.

 

 

 

F-20

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

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.

 

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 December 31, 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 in 2012. The Company issued the 200,000 restricted shares of its common stock that were agreed to as an equity kicker in December of 2012.

 

In October 2012, the Company issued 1,400,000 shares of its restricted common stock valued at $7,420 to an individual in exchange for a generator to be used on the Company’s main salvage vessel.

 

In October 2012, the Company issued 500,000 shares of its restricted common stock valued at $3,000 to an individual for providing back hoe operating services in conjunction with the Missouri project. This stock based compensation is included as an expense in consulting and contractor fees in the accompanying income statement.

 

In October of 2012, the Company entered into an agreement with an individual who was previously a member of the Company’s Board of Directors to join the Company’s advisory council. Under the advisory council agreements 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 agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 1,500,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 125,000 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. Of the $9,000 in fees paid to the advisor during the year ended December 31, 2012, $7,323 are included in prepaid expenses and $1,667 are included as an expense in consulting and contractor fees in the accompanying income statement.

 

In December of 2012, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements 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 agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 900,000 restricted shares of its common stock. According to the agreement the 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. Of the $7,380 in fees paid to the advisor during the year ended December 31, 2012, $6,814 are included in prepaid expenses and $566 are included as an expense in consulting and contractor 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 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 December 31, 2012 the Company paid the related party consultant fees of $7,200. All fees paid to the related party consultant during the twelve month period ended December 31, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the twelve month period ended December 31, 2012. At December 31, 2012, the Company owed the limited liability company $600 and this amount is included in accounts payable and accrued liabilities in the accompanying balance sheet.

 

 

F-21

 

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

 

 

NOTE 11 – MATERIAL AGREEMENTS - continued

 

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 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the twelve month period ended December 31, 2012. At December 31, 2012, the Company owed the related party limited liability company $8,381 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 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. All fees paid to the related party consultant during the twelve month period ended December 31, 2012 are included as an expense in consulting and contractor fees in the accompanying income statement. As of December 31, 2012 the Company did not owe any fees or compensation to the related party consultant.

 

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. In addition to the cash fees paid to the consultant during the twelve month periods ending December 31, 2011 and 2012 the Company paid the consultant a total of 13 million shares of the Company’s restricted common stock valued at $114,500 in 2011 and 3 million shares of the Company’s restricted common stock valued at $18,900 in 2012.  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, including any payments of restricted stock, during the twelve month periods ended December 31, 2011 and December 31, 2012 are included as an expense in consulting and contractor fees in the accompanying income statements.

 

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 worth 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. In addition to the cash fees paid to the consultant in 2011 and 2012 the Company paid the consultant a total of 4.5 million shares of the Company’s restricted common stock valued at $35,900 in 2011 and 5.5 million shares of the Company’s restricted common stock valued at $33,050 in 2012.  The Company also agreed to reimburse the consultant for certain expenses. TThe agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the consultant, including any payments of restricted stock, during the twelve month periods ended December 31, 2011 and December 31, 2012 are included as an expense in consulting and contractor fees in the accompanying income statements.