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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

 

After the reporting date of December 31, 2013, the following matters occurred which the Company considers to be matters considered material for purposes of reporting.

 

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 from the 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 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 shares 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.  Such filing became official with the State of Florida and effective February 18, 2014.

 

On February 11, 2014, the Board of Directors, pursuant to Section 607.0704, Florida Statutes, the Board of Directors, acting as shareholders and pursuant to their own resolution, voted to increase the authorized shares of the Corporation from 850,000,000 common shares to 950,000,000 common shares. Such filing became official with the State of Florida and effective February 18, 2014.

 

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 the permitting have been taken for such site.

 

The Company entered into a convertible note payable with a corporation.  This convertible note payable dated March 17, 2014 has a face value of $40,000, bears interest at a rate of 8.0% per annum and is due and payable on March 17, 2015. The holder of the note is entitled, at its option, at any time after 180 days, and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s commons stock without restrictive legend of any nature, at a price for each share of common stock equal to 57% of the lowest closing bid price of the common stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company.  The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the variable conversion price. Any amount of principal or interest on this note which is not paid when due, shall bear interest at a rate of 24% per annum. The note is secured and the note holder has substantial rights and protections regarding dilution if certain events, including a default, were to occur. The potential highly dilutive nature of this convertible note represents a very significant risk to the Company’s existing shareholders. Such dilution may result in a significant decrease in the trading price of the Company’s shares.