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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Florida
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90-0473054
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting company
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(Do not
check if a smaller reporting company)
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Emerging
growth company
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Exhibit Number
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Description
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**31.1
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Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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**32.1
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Certification
of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule
15d-14(b) of the Securities and Exchange Act of 1934, as amended,
and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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**99.1
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Temporary
Hardship Exemption.
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*101.INS
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XBRL
Instance Document
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*101.SCH
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XBRL
Taxonomy Extension Schema
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*101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase
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*101.DEF
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XBRL
Taxonomy Extension Definition Linkbase
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*101.LAB
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XBRL
Taxonomy Extension Label Linkbase
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*101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase
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SEAFARER EXPLORATION CORP.
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Date:
August 17, 2018
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By:
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/s/ Kyle Kennedy
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Kyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer and Principal Accounting Officer)
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Date:
August 17, 2018
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By:
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/s/ Charles Branscum
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Charles
Branscum, Director
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Date:
August 17, 2018
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By:
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/s/ Robert L. Kennedy
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Robert
L. Kennedy, Director
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Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Aug. 08, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | SEAFARER EXPLORATION CORP | |
Entity Central Index Key | 0001106213 | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,166,285,595 | |
Amendment Description | The purpose of this amendment on form 10-Q to Seafarer Exploration Corp's Quarterly Report for the period ended June 30, 2018, filed with the Securities and Exchange Commission on August 14, 2018 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. |
|
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2018 |
Condensed Balance Sheets (Parenthetical) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Discounts on convertible notes payable | $ 2,532 | $ 35,844 |
Discounts on convertible notes payable, related parties | 28,002 | 0 |
Discounts on notes payable | $ 25,545 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 67 | 67 |
Preferred Stock, shares outstanding | 67 | 67 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,900,000,000 | 3,900,000,000 |
Common stock, shares issued | 3,101,150,762 | 2,784,317,155 |
Common Stock, shares outstanding | 3,101,150,762 | 2,784,317,155 |
Series A | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Statement [Abstract] | ||||
Revenue | ||||
Expenses: | ||||
Consulting and contractor expenses | 283,383 | 65,834 | 430,159 | 186,947 |
Vessel Maintenance and Dockage | 15,265 | 31,364 | 23,105 | 44,389 |
Professional fees | 12,131 | 4,024 | 35,726 | 22,204 |
General and administrative expenses | 25,348 | 13,908 | 42,696 | 46,451 |
Depreciation expense | 8,496 | 8,496 | 16,992 | 16,992 |
Rent expense | 10,446 | 6,981 | 19,085 | 20,574 |
Surveying and site mapping | 15,595 | |||
Travel and entertainment expense | 19,157 | 7,555 | 36,587 | 17,999 |
Total operating expenses | 374,226 | 138,162 | 604,350 | 371,151 |
Loss from operations | (374,226) | (138,162) | (604,350) | (371,151) |
Other income (expense) | ||||
Interest (expense), net | (78,568) | (101,692) | (109,707) | (189,685) |
Total other (expense) | (78,568) | (101,692) | (109,707) | (189,685) |
Net loss | $ (452,794) | $ (239,854) | $ (714,057) | $ (560,836) |
Net loss per share - basic and diluted | $ 0.00 | $ 0.00 | $ (0.00) | $ (0.00) |
Weighted average common shares outstanding - basic and diluted | 3,036,145,467 | 2,516,180,900 | 2,906,438,618 | 2,395,753,200 |
Description of Business |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business |
NOTE 1 - DESCRIPTION OF BUSINESS
Seafarer Exploration Corp. (the “Company”), formerly Organetix, Inc. (“Organetix”), was incorporated on May 28, 2003 in the State of Delaware.
The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, recovery, and conservation of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand. Seafarer currently has two different wreck sites under permit with the State of Florida, one wreck site in the permit renewal process and one wreck site under contract with a private party and is working closely with the Florida Department of Historical Resources and the Florida Bureau of Archeological Research to research and document these, and additional, wreck sites. |
Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern |
NOTE 2 - GOING CONCERN
These unaudited condensed financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from August 14, 2018. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable future.
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Company’s condensed financial statements. The condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the condensed financial statements.
Accounting Method
The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents.
Revenue Recognition
The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the three and six month periods ended June 30, 2018 and 2017, the Company did not report any revenues.
Earnings Per Share
The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at June 30, 2018 and 2017.
Fair Value of Financial Instruments
Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly.
Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices.
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments.
Property and Equipment and Depreciation
Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at June 30, 2018 and December 31, 2017:
Depreciation expense was $16,992 for each of the six month periods ended June 30, 2018 and 2017, and $8,496 for each of the three month periods ended June 30, 2018 and 2017.
Impairment of Long-Lived Assets
In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the six month periods ended June 30, 2018 and 2017.
Stock Based Compensation
The Company accounts for stock based compensation awards issued to employees and non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company has historically issued compensatory shares for various services including, but not limited to, executive, board of directors, business consulting, corporate advisory, accounting, technology research and consulting, historic research, archeological, operations, strategic planning, corporate communications, financial, legal and administrative consulting services. As determined by Management, the Company may issue compensatory shares in the future for these or other services.
Use of Estimates
The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Convertible Notes Payable
The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40.
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
The classification of derivative instruments, including the determination of whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months from the balance sheet date.
Convertible Notes Payable at Fair Value
The Company elected to account for certain convertible notes payable under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument as a single instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings).
The fair value option is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The election to use the fair value option may be made instrument by instrument. |
Capital Stock |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CAPITAL STOCK |
NOTE 4 – CAPITAL STOCK
The Company is authorized to sell or issue 3,900,0000,000 shares of common stock.
Preferred Stock
The Company is authorized to sell or issue 50,000,000 shares of preferred stock.
Series A Preferred Stock
At June 30, 2018 and 2017, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock.
Series B Preferred Stock
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. 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 (totaling 60%) 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 stock 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.
Warrants and Options
The Company did not issue any warrants or options during the six month period ended June 30, 2018.
At June 30, 2018 the Company had warrants to purchase a total of 91,333,333 shares of its restricted common stock outstanding:
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Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES |
NOTE 5 - INCOME TAXES
The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
As of June 30, 2018, and December 31, 2017, the Company’s only significant deferred income tax asset was an estimated net tax operating loss of $14,014,000 and $13,300,000 respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of June 30, 2018 and December 31, 2017. The Company is preparing and reviewing information for tax returns for past years. Due to the Company’s lack of revenue since inception, management does not anticipate that there is any income tax liability for past years. Management has evaluated tax positions in accordance with ASC 740 and has not identified any tax positions, other than those discussed above, that require disclosure. |
Lease Obligation |
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Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION |
NOTE 6 - LEASE OBLIGATION
Corporate Office
The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement commencing on July 20, 2017 through June 30, 2020 with base monthly rents of $1,252 from July 1, 2017 to June 30, 2018, $1,289 from July 1, 2018 to June 30, 2019, and $1,328 from July 1, 2019 to June 30, 2020. Under the terms of the lease there may be additional fees charged above the base monthly rental fee.
Operations House
The Company has an operating lease for a house located in Palm Bay, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers, personnel, consultants and independent contractors involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2015 and expired on October 31, 2016. The Company pays $1,300 per month to lease the operations house. The term of the lease expired in October 2016, the Company is leasing the operations house on a month-to-month basis and anticipates continuing to lease the house for the foreseeable future. |
Convertible Notes Payable and Notes Payable |
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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under ASC 470.
Convertible Notes Payable
The following table reflects the convertible notes payable at June 30, 2018:
Notes Payable
The following table reflects the notes payable at June 30, 2017:
New Convertible Notes Payable and Notes Payable
During the six month period ended June 30, 2018 the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:
In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.
In January of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before March 2, 2018. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. The Company agreed that if the note was not repaid in full by March 2, 2018 then the interest rate on the note would increase to 10% after that date until the note is paid in full and the Company would be obligated to pay an additional 1,000,000 shares of the Company restricted common stock to the related party lender. This note was repaid and the balance owed at June 30, 2018 was $0.
In February of 2017, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before November 7, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.
In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note was repaid and the balance owed at June 30, 2018 was $0.
In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before September 6, 2018. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee. The note is unsecured.
In March of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before April 15, 2018. The lender received 5,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.
In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 15, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee and a $1,250 financing fee. This note was repaid and the balance owed at June 30, 2018 was $0.
In April of 2018, the Company entered into a promissory note agreement in the amount of $40,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.
In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
Note Conversions
A lender who had a convertible promissory note outstanding with a principal balance of $15,000 elected to convert the principal balance of the note plus accrued interest into 10,507,947 shares of the Company’s common stock. The remaining principal balance of this note was $0 at June 30, 2018.
Shareholder Loans
At June 30, 2018 the Company had six loans outstanding to its CEO totaling $19,783, consisting of a loan in the amount of $11,983 with a 6% annual rate of interest, a loan in the amount of $1,500 at 6% rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.0005, a loan in the amount of $2,600 at 1% rate of interest, a loan in the amount of $3,000 at 1% rate of interest, a loan in the amount of $500 at 1% rate of interest and a loan in the amount of $200 at 1% rate of interest.
Convertible Notes Payable and Notes Payable, in Default
The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital.
The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into shares of the Company’s common stock there is typically a highly dilutive effect on current shareholders and very possible that such dilution may significantly negatively affect the trading price of the Company’s common stock.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company paid one of its consultants 22,8333,000 of its restricted common stock in lieu of $15,983 cash for various technology consulting services and research into certain technologies for use in the Company’s operations.
In April of 2018, the Company issued 25,000,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company issued 1,500,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company issued a consultant 8,000,000 shares of restricted common stock for providing various project management services related to the Company’s shipwreck exploration and recovery services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company entered into agreements with six separate individuals to either join or rejoin the Company’s advisory council. Under the advisory council agreements all of the advisors 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 advisors shares of the Company’s restricted common stock including 5,000,000 to one of the advisors, 4,000,000 shares each to three of the advisors, 2,000,000 shares to one of the advisors, and 1,000,000 shares to one of he advisors, an aggregate total of 20,000,000 restricted shares. According to the agreements each of the advisors’ shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If any of the advisors or the Company terminates the advisory council agreements prior to the expiration of the one year terms, then each of the advisors whose agreement has been terminated 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.
In April of 2018, the Company agreed to provide to an individual who had previously joined the Company’s advisory council an additional 5,000,000 shares of restricted common stock for extending the advisory council agreement and for efforts above and beyond the services agreed to in the original advisory council agreement.
In April of 2018, the Company entered into a consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.
In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.
In April of 2018, the Company entered extend a previous consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 3,500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its archeological consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its independent contractors involved in its diving operations.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its advisory council members
In June of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreement 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 agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of restricted common stock. According to the agreements the advisor’s shares vest at a rate of 333,333 shares per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreement, the Company has agreed to reimburse the advisor for pre approved expenses.
In June of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 6,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals are the property of the Company.
The Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to periodically provide general business consulting 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, perform background research including background checks and provide investigative information on individuals and companies as requested by the Company and to assist, when needed, 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 on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO.
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 June 30, 2018 the Company owed the related party limited liability company $2,435 for services rendered.
The Company has an agreement to pay an individual a minimum monthly fee of $2,500 per month for archeological consulting services.
The Company has an informal consulting agreement to pay an individual a minimum of $5,000 per month for business advisory, strategic planning and consulting services, assistance with financial reporting, IT management, and administrative services. The Company also agreed to reimburse the consultant for expenses. The agreement may be terminated by the Company or the consultant at any time. |
Material Agreements |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS |
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 Melbourne Beach, Florida
On July 28, 2014, Seafarer’s Quest, LLC, received a 1A-31 Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Melbourne Beach, Florida. The Permit is active for three years from the date of issuance.
Exploration Permit with the Florida Division of Historical Resources for an Area off of Melbourne Beach, Florida
On July 6, 2016, Seafarer’s Quest, LLC, received a 1A-31 Permit (the “Permit”) from the Florida Division of Historical Resources for a second area identified off of Melbourne Beach, Florida. The Permit is active for three years from the date of issuance.
Certain Other Agreements
In February of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the terms of the advisory council agreement 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 the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 4,250,000 shares of the Company’s restricted common stock valued at approximately $4,250. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses.
In February of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.
In February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $125,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,750,000 worth of treasure. The value of any treasure recovered will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company paid one of its consultants 22,8333,000 of its restricted common stock in lieu of $15,983 cash for various technology consulting services and research into certain technologies for use in the Company’s operations.
In April of 2018, the Company issued 25,000,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company issued 1,500,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company issued a consultant 8,000,000 shares of restricted common stock for providing various project management services related to the Company’s shipwreck exploration and recovery services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.
In April of 2018, the Company entered into agreements with six separate individuals to either join or rejoin the Company’s advisory council. Under the advisory council agreements all of the advisors 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 advisors shares of the Company’s restricted common stock including 5,000,000 to one of the advisors, 4,000,000 shares each to three of the advisors, 2,000,000 shares to one of the advisors, and 1,000,000 shares to one of he advisors, an aggregate total of 20,000,000 restricted shares. According to the agreements each of the advisors’ shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If any of the advisors or the Company terminates the advisory council agreements prior to the expiration of the one year terms, then each of the advisors whose agreement has been terminated 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.
In April of 2018, the Company agreed to provide to an individual who had previously joined the Company’s advisory council an additional 5,000,000 shares of restricted common stock for extending the advisory council agreement and for efforts above and beyond the services agreed to in the original advisory council agreement.
In April of 2018, the Company entered into a consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.
In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.
In April of 2018, the Company entered extend a previous consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 3,500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its archeological consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its independent contractors involved in its diving operations.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants.
In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its advisory council members
In June of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreement 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 agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of restricted common stock. According to the agreements the advisor’s shares vest at a rate of 333,333 shares per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreement, the Company has agreed to reimburse the advisor for pre approved expenses.
In June of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 6,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals are the property of the Company.
The Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to periodically provide general business consulting 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, perform background research including background checks and provide investigative information on individuals and companies as requested by the Company and to assist, when needed, 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 on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO.
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 June 30, 2018 the Company owed the related party limited liability company $2,435 for services rendered.
The Company has an agreement to pay an individual a minimum monthly fee of $2,500 per month for archeological consulting services.
The Company has an informal consulting agreement to pay an individual a minimum of $5,000 per month for business advisory, strategic planning and consulting services, assistance with financial reporting, IT management, and administrative services. The Company also agreed to reimburse the consultant for expenses. The agreement may be terminated by the Company or the consultant at any time. |
Legal Proceedings |
6 Months Ended |
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Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS |
NOTE 9 – LEGAL PROCEEDINGS
On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure cite at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now in position to receive the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources. The company has currently filed an Admiralty Claim over such sight in the UnitedStates District Court which is pending final ruling. On October 21, 2016 a hearing on the Admiralty Claim in the United States District Court for the Southern District of Florida was held, where the Court Ordered actions to take place for ongoing admiralty claim, which will occur during the month of November 2016. The Court subsequently entered and Order directing the arrest warrant for such site, and such arrest warrant has been issued by the Clerk of Court. Such warrant entry is now in process by the Company. Such arrest warrant was served by the United States Marshalls Office in Palm Beach, Florida on July 7, 2017. The United States District Court Judge ordered service on the claim on August 10, 2017. On November 14, 2017, Judge Kenneth Marra of the United States District Court awarded Seafarer all rights as the sole owner of the sunken vessel and any items on such site.
On September 3, 2014, the Company filed a lawsuit against Darrel Volentine, of California. Mr. Volentine was sued in two counts of libel per se under Florida law, as well as a count for injunction against the Defendant to exclude and prohibit internet postings. Such lawsuit was filed in the Circuit Court in Hillsborough County, Florida. Such suit is based upon internet postings on www.investorshub.com .. On or about October 15, 2015, the Company and Volentine entered into a stipulation whereby Volentine admitted to his tortious conduct, however the stipulated damages agreed to were rejected by the Court, and the Company is proceeding to trial on damages against Volentine in a non-jury trial on December 1, 2015. The Defendant is the subject of a contempt of court motion which was heard on April 7, 2016, whereby the Court found a violation and modified the injunction against the Defendant, and imposed other matters of potential penalties against the Defendant. The Court also awarded attorney’s fees against the Defendant on behalf of Seafarer for such motion. The Defendant subsequently attempted to have such ruling, evidence and testimony attacked through a motion heard before the Court on October 24, 2016. The Court dismissed the Defendant’s motion after presentation of the Defendant’s case at the hearing. The Plaintiff has set the matter for entry of the attorney’s fees amount due from the Defendant for hearing in December 2016. As well the Plaintiff has set for hearing its motion for sanctions in the form of attorney’s fees for frivolous filing of the October 24 th motion, which motion is also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. On December 7, 2016, the Court held a hearing on the Defendant’s motion for sanctions, and essentially attempting to rehear the motion for contempt against the Defendant. The Court dismissed the Defendant’s motions, and renewed the ability of the Company to seek attorney’s fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered an Order denying the Defendant’s motion for summary judgment. The Company has a pending motion for sanctions related to the Defendant’s filing of the motion for summary judgment which has not been set for hearing. The Company will be attempting to set such matter for trial during 2018. |
Related Party Transactions |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS |
NOTE 10 – RELATED PARTY TRANSACTIONS
During the six month period ended June 30, 2018 the Company has had extensive dealings with related parties including the following:
In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.
In January of 2018 the Company repaid $26,250 or principal and $505 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At June 30, 2018 the principal balance of the note was $0.
In January of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before March 2, 2018. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. The Company agreed that if the note was not repaid in full by March 2, 2018 then the interest rate on the note would increase to 10% after that date until the note is paid in full and the Company would be obligated to pay an additional 1,000,000 shares of the Company restricted common stock to the related party lender. This note is currently in default due to non payment of principal and interest. The note is unsecured.
In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note is currently in default due to non payment of principal and interest The note is unsecured.
In March of 2018, the Company’s CEO provided a loan to the Company in the amount of $500. The loan pays interest at the rate of 1% per annum. The loan was due on or before April 6, 2018. This loan is currently in default due to non payment of principal and interest.
In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company extended the term of a previous 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 compensate the individual via payment of 23,000,000 restricted shares of its common stock, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individual for preapproved expenses.
In April of 2018, the Company’s CEO provided a loan to the Company in the amount of $400. The loan pays interest at the rate of 1% per annum. The loan was due on or before May 4, 2018. This loan is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 15, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee and a $1,250 financing fee. This note was repaid and the balance owed at June 30, 2018 was $0.
In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.
In April of 2018 the Company repaid $25,000 of principal and $479 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At June 30, 2018 the principal balance of the note was $0.
In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In March of 2017, the Company repaid $440 in principal plus $3 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at June 30, 2018 was $0.
In March of 2017, the Company repaid $500 in principal plus $4 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at June 30, 2018 was $0.
In May of 2018, the Company’s CEO provided a loan to the Company in the amount of $4,000. The loan pays interest at the rate of 1% per annum. This loan was repaid and the balance owed at June 30, 2018 was $0.
In March of 2017, the Company repaid $400 in principal plus $1 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at June 30, 2018 was $0.
In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
In June of 2018, the Company’s CEO provided a loan to the Company in the amount of $200. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 14, 2018. This loan is currently in default due to non payment of principal and interest.
In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
The Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to periodically provide general business consulting 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, perform background research including background checks and provide investigative information on individuals and companies as requested by the Company and to assist, when needed, 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 on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO.
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 June 30, 2018 the Company owed the related party limited liability company $2,435 for services rendered.
At June 30, 2018 the following promissory notes and shareholder loans were outstanding to related parties:
A convertible note payable dated January 9, 2009 due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 10% per annum with interest payments to be paid monthly and is convertible at the note holder’s option into the Company’s common stock at $0.015 per share. The convertible note payable was due on or before January 9, 2010 and is secured. This note is currently in default due to non-payment of principal and interest.
A convertible note payable dated January 25, 2010 in the principal amount of $6,000 with a person who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before January 25, 2011. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.005 per share. This note is currently in default due to non-payment of principal and interest.
A note payable dated February 24, 2010 in the principal amount of $7,500 with a corporation. The Company’s CEO was previously a director of the corporation. The loan is not secured and pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before February 24, 2011. This note is currently in default due to non-payment of principal and interest.
A convertible note payable dated January 18, 2012 in the amount of $50,000 with two individuals who are related to the Company’s CEO. This loan pays interest at a rate of 8% per annum and the principal and accrued interest were due on or before July 18, 2012. The note is secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.004 per share. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated January 19, 2013 due to a person related to the Company’s CEO with a face amount of $15,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.004 per share. The convertible note payable was due on or before July 30, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated July 26, 2013 due to a person related to the Company’s CEO and a member of the Company’s Board of Directors with a face amount of $10,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.01 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated January 17, 2014 due to a person related to the Company’s CEO with a face amount of $31,500. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.006 per share. The convertible note payable is due on or before July 17, 2015 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated May 27, 2014 due to a person related to the Company’s CEO with a face amount of $7,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.007 per share. The convertible note payable was due on or before November 27, 2014 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated July 21, 2014 due to a person related to the Company’s CEO with a face amount of $17,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.008 per share. The convertible note payable was due on or before January 25, 2015 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated October 16, 2014 due to a person related to the Company’s CEO with a face amount of $21,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0045 per share. The convertible note payable was due on or before April 16, 2015 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated July 14, 2015 due to a person related to the Company’s CEO with a face amount of $9,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0030 per share. The convertible note payable was due on or before January 14, 2016 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A note payable dated October 6, 2015 in the principal amount of $10,000 due to a person who is related to the Company’s CEO and a member of the Company’s Board of Directors. The loan is unsecured and pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before November 11, 2015. This note is currently in default due to non-payment of principal and interest.
A convertible note payable dated January 12, 2016 due to a person related to the Company’s CEO with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0020 per share. The convertible note payable was due on or before July 12, 2016 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated May 10, 2016 due to a person related to the Company’s CEO with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 10, 2016 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated May 10, 2016 due to a person who is related to the Company’s CEO and a member of the Company’s Board of Directors with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 10, 2016 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated May 20, 2016 due to a person related to the Company’s CEO with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 20, 2016 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated July 12, 2016 due to a person related to the Company’s CEO with a face amount of $2,400. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0006 per share. The convertible note payable was due on or before January 12, 2017 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A loan in the amount of $11,983 due to the Company’s CEO. The loan is unsecured and pays interest at a 6% per annum.
A loan in the amount of $1,500 due to the Company’s CEO. The loan is not secured and pays interest at a 2% per annum. After the loan has aged for six months from December 16, 2016 the lender has the right to convert the loan into shares of the Company’s restricted common shares at a rate of $0.005 per share.
A convertible loan dated January 26, 2017 due to a person related to the Company’s CEO with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before March 12, 2017 and is unsecured. The note is currently in default due to non-payment of principal and interest.
A convertible note payable dated February 14, 2017 in the principal amount of $25,000 due to a person who is related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before August 14, 2017. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.00075 per share. The note is currently in default due to non-payment of principal and interest.
A loan in the amount of $2,600 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 12, 2017. The loan is currently in default.
A loan in the amount of $3,000 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 13, 2017. The loan is currently in default.
A convertible promissory note payable dated August 16, 2017 in the principal amount of $3,000 due to a person who is related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before September 16, 2017. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.008 per share. The note is currently in default due to non-payment of principal and interest.
A convertible promissory note payable dated January 9, 2018, in the principal amount of $12,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.
A promissory note dated February 8, 2018, in the principal amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note is currently in default due to non payment of principal and interest. The note is unsecured.
A loan to the Company in the amount of $500 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before April 6, 2018. This loan is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated March 14, 2018, in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated April 4, 2018, in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated April 11, 2018, in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated May 8 2018, in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated May 30 2018, in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August 30, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
A convertible promissory note payable dated June 12, 2018, in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.
A loan to the Company in the amount of $200 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 14, 2018. This loan is currently in default due to non payment of principal and interest.
A convertible promissory note payable dated June 20, 2018, in the amount of $500 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. |
Subsequent Events |
6 Months Ended | ||
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Jun. 30, 2018 | |||
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS |
NOTE 11 - SUBSEQUENT EVENTS
Subsequent to June 30, 2018:
Subsequent to June 30, 2018 the Company sold or issued shares of its common stock as follows (unaudited):
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Summary of Significant Accounting Policies (Policies) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Accounting Method |
Accounting Method
The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. |
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Revenue Recognition |
Revenue Recognition
The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the three and six month periods ended June 30, 2018 and 2017, the Company did not report any revenues. |
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Earnings Per Share |
Earnings Per Share
The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at June 30, 2018 and 2017. |
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly.
Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices.
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. |
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Property and Equipment and Depreciation | Property and Equipment and Depreciation
Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at June 30, 2018 and December 31, 2017:
Depreciation expense was $16,992 for each of the six month periods ended June 30, 2018 and 2017, and $8,496 for each of the three month periods ended June 30, 2018 and 2017. |
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Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the six month periods ended June 30, 2018 and 2017. |
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Employee Stock Based Compensation |
Stock Based Compensation
The Company accounts for stock based compensation awards issued to employees and non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company has historically issued compensatory shares for various services including, but not limited to, executive, board of directors, business consulting, corporate advisory, accounting, technology research and consulting, historic research, archeological, operations, strategic planning, corporate communications, financial, legal and administrative consulting services. As determined by Management, the Company may issue compensatory shares in the future for these or other services. |
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Use of Estimates |
Use of Estimates
The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
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Convertible Notes Payable |
Convertible Notes Payable
The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40.
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
The classification of derivative instruments, including the determination of whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months from the balance sheet date. |
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Convertible Notes Payable at Fair Value |
Convertible Notes Payable at Fair Value
The Company elected to account for certain convertible notes payable under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument as a single instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings).
The fair value option is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The election to use the fair value option may be made instrument by instrument. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment and Depreciation |
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Capital Stock (Tables) |
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Warrants and Options |
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Income Taxes (Tables) |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate |
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Convertible Notes Payable and Notes Payable (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | Convertible Notes Payable
The following table reflects the convertible notes payable at June 30, 2018:
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Notes Payable | The following table reflects the notes payable at June 30, 2017:
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Summary of Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Property and Equipment, net | $ 3,508 | $ 20,308 |
Less accumulated depreciation | (355,109) | (338,117) |
Diving Vessel | ||
Property and Equipment, net | 326,005 | 326,005 |
Generator | ||
Property and Equipment, net | $ 32,420 | $ 32,612 |
Summary of Significant Account Policies (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Accounting Policies [Abstract] | ||||
Depreciation expense | $ 8,496 | $ 8,496 | $ 16,992 | $ 16,992 |
Capital Stock - Warrants and Options (Details) |
Jun. 30, 2018
$ / shares
shares
|
---|---|
Warrants issued | 91,333,333 |
November 20, 2012 to November 20, 2022 | |
Warrants issued | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
September 18, 2015 to September 18, 2020 | |
Warrants issued | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0030 |
August 31, 2016 to August 31, 2018 | |
Warrants issued | 25,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0010 |
February 14, 2017 to August 14, 2018 | |
Warrants issued | 33,333,333 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
September 10, 2017 to September 10, 2019 | |
Warrants issued | 15,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0250 |
September 10, 2017 to September 10, 2019 (2) | |
Warrants issued | 10,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0250 |
Capital Stock (Details Narrative) - USD ($) |
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
Feb. 10, 2014 |
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Common stock, shares authorized | 3,900,000,000 | 3,900,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Authorized preferred shares | 50,000,000 | 50,000,000 | ||
Preferred stock, shares issued | 67 | 67 | ||
Preferred Stock, shares outstanding | 67 | 67 | ||
Warrants outstanding | $ 91,333,333 | |||
Series A | ||||
Preferred stock, shares issued | 7 | 7 | ||
Preferred Stock, shares outstanding | 7 | 7 | ||
Convertible shares terms | Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. |
Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. |
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Series B Preferred Stock | ||||
Authorized preferred shares | 50,000,000 | |||
Preferred stock, shares issued | 60 | 60 | ||
Preferred Stock, shares outstanding | 60 | 60 | ||
Convertible shares terms | 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 (totaling 60%) 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 stock 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. |
Income Taxes - Schedule of Effective Income Tax Rate (Details) |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | (34.00%) | (34.00%) |
State tax, net of federal effect | (3.96%) | (3.96%) |
Income taxes | 37.96% | 37.96% |
Valuation allowance | (37.96%) | (37.96%) |
Effective rate | 0.00% | 0.00% |
Income Taxes (Details Narrative) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 14,014,000 | $ 13,300,000 |
Lease Obligation (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2016 |
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Base monthly rent | $ 10,446 | $ 6,981 | $ 19,085 | $ 20,574 | ||||
Corporate Office | ||||||||
Base monthly rent | $ 1,328 | $ 1,289 | $ 1,252 | |||||
Operations House | ||||||||
Base monthly rent | $ 1,300 |
Material Agreements (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|
Feb. 28, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Outstanding debt related to transfer agency services | $ 2,435 | ||
Ongoing agreement, payment per month for archeological consulting services | 25,000 | ||
Ongoing consulting agreement for business advisory services payment per month | $ 5,000 | ||
Common stock issued for services, shares | 134,833 | ||
Consulting Agreement | |||
Ongoing consulting agreement for business advisory services payment per month | $ 3,000 | ||
Common stock issued for services, shares | 1,000,000 | ||
Owed for services rendered | $ 4,000 | ||
Subscription Agreement 2 | |||
Shares of restricted stock issued | 10,000,000 | ||
Shares of restricted stock issued, value | $ 25,000 | ||
Agreement Terms |
The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $125,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,750,000 worth of treasure. The value of any treasure recovered will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. |
||
Subscription Agreement 3 | |||
Agreement Terms | In February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $125,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,750,000 worth of treasure. The value of any treasure recovered will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. |
||
Quest, LLC | |||
Entitlement of artifact recovery | 60.00% | ||
Ownership | 50.00% |
Subsequent Events (Details Narrative) |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
shares
| |
Subsequent Events | |
Common stock sold | shares | 57,897,814 |
Common stock value | $ | $ 49,751 |
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