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MATERIAL AGREEMENT
12 Months Ended
Dec. 31, 2014
Common stock shares due and payable upon receipt of a salvage and recovery contract  
MATERIAL AGREEMENT

NOTE 8 – MATERIAL AGREEMENTS

 

Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida

 

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.  

 

Exploration Permit with the Florida Division of Historical Resources for an Area off of Juno Beach, Florida

 

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 was active through April 25, 2014. The Permit authorizes Seafarer to dig and recover artifacts from the designated site at Juno Beach, Florida. It will be necessary for the Company to obtain a renewal to the Recovery Permit for the Juno Beach shipwreck site in order to continue to perform exploration and recovery work at the site after April 25, 2014. Currently the permit with the FBAR is being renewed in the name of Seafarer Exploration Corp. under a judge’s order. The permit had not been issued as of the filing of this report.

 

Exploration Permit with the Florida Division of Historical Resources for an Area off of Lantana, Florida

 

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 began remote sensing at the site with a cesium vapor magnotemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2 testing was done which confirmed a mid to late 18th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects, the Company is not pursuing Phase 3 at the Lantana site at this time, but review the site at a later date that has not yet been determined.

 

Exploration Permit with the Florida Division of Historical Resources for an Area off of Cape Canaveral, Florida

 

On July 28, 2014 the Company’s partnership with Marine Archeological Partners, LLC, Seafarer’s Quest, LLC received a 1A-31 Recovery Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Cape Canaveral, Florida. The Permit is active for three years from the date of issuance.

 

Certain Other Agreements

 

In February of 2014, 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 2,000,000 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 preapproved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statements of operations.

 

In March of 2014 the Company entered into an agreement with a marine survey company. Under the terms of the agreement the survey company agreed to provide a forty foot survey vessel and captain in order to provide multi-beam data collection and processing on a daily basis for an area to be designated by the Company. Processed data will be provided to the Company in order to evaluate the area that was surveyed.

 

The Company agreed to pay the surveying company $3,500 per day plus fuel costs. Future surveying services will be provided to the Company at a daily rate of $1,850 plus company stock equal to or greater than $2,000 with a written guarantee as to the minimum value of the stock. The Company issued 142,900 shares to the principal of the marine survey company for services rendered under the agreement.

 

In April of 2014 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 300,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 25,000 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 issued 300,000 shares of its restricted common stock to the advisor during the year ended December 31, 2014.

 

In May of 2014 the Company issued 2,000,000 shares of its restricted common stock to a consultant for various business advisory, financial and strategic consulting services. The Company believes that the consultant has provided services at below market rates of compensation and the shares were paid both for services rendered and to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company.

 

In July of 2014, the Company entered into a consulting agreement with a corporation under which the consultant agreed to provide various advisory services and corporate communications consulting services as an independent contractor.  The consultant is not providing any legal advice nor acting as an investment advisor is not exclusive. The term of the agreement is for one year and the Company agreed to pay the consultant $4,000 per month while the agreement is in effect and issue the consultant 1,500,000 shares of its restricted common stock. The 1,500,000 shares were issued to the consultant and are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

 

In July of 2014, the Company agreed to lease a slip in Cape Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $354 per month including taxes for use of the slip.

 

In August of 2014, the Company agreed to lease a slip in Port Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $922 per month including taxes for use of the slip.

 

In August of 2014, the Company agreed to rent a vessel from a third party for $150 per day that the vessel is actually used by the Company. A day of usage is defined as any day the boat is put in the water and started, the boat may be used by the Company for up to twelve hours per day. The Company must pay an additional fee of $200 for every two hundred hours that it utilizes the boat. The agreement may be cancelled at any time by either party.

 

In October of 2014, the Company entered into an agreement to lease a house in Merritt Island Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015.   As of December 31, 2014, future minimum rental payments required under this non-cancelable lease was $19,800, all of which is due during 2015.

 

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 $3,000 per month to provide general business consulting, industry research, monitoring and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services under the direction and supervision of the Company’s CEO. All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

     

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. At December 31, 2014, the Company owed the related party limited liability company $29,850 for transfer agency services rendered and for the reimbursement of legal fees. In January 2014 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $7,683 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 768,293 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 $7,683 from the sale of the stock, then the consultant is entitled to receive up to an additional 700,000 shares of common stock or a cash payment until the balance is paid in full. In March of 2014 the related party limited liability company also agreed to provide various corporate consulting, strategic planning and training under a separate consulting agreement and the Company agreed to pay 500,000 shares of its restricted common stock under the consulting agreement. All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

 

The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for providing ongoing business advisory and strategic planning and consulting services, assistance with financial reporting. IT management, and administrative 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. 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 related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

 

The Company has an ongoing agreement to pay a limited liability company a monthly fee for archeological services and the review of historic shipwreck research consulting services.

All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.