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Material Agreements
6 Months Ended
Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Material Agreements

NOTE 9 – MATERIAL AGREEMENTS

 

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

 

In March of 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.

 

Florida Division of Historical Resources Agreements/Permits

 

The Company successfully renewed its permits for both Areas 1 and 2 for the Melbourne Beach site. The Area 2 permit was renewed on January 14, 2019 for a period of three years. The Area 1 permit was renewed on March 1, 2019 for a period of three years.

  

Federal Admiralty Judgement

 

As previously noted on its form 8-K filed on November 22, 2017, Seafarer was granted, through the United States District Court for the Southern District of Florida, a final judgment for its federal admiralty claim on the Juno Beach shipwreck site. 

 

Agreement with Probability and Statistics, Inc.

 

Seafarer acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of shares of Seafarer’s restricted common stock (See Note 5).

  

Certain Other Agreements and Commitments

 

In January of 2019, the Company extended the term of previous agreements with four individuals to continue serving as members of the Company’s Board of Directors. Two of the individuals are related to the Company’s CEO. Under the agreement, the Directors 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 previous agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to compensate two of the individuals via payment of 22,000,000 restricted shares of its common stock each, and two of the individuals via payment of 3,666,667 shares of the Company’s restricted common stock, an aggregate total of 51,333,334 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.

 

In January of 2019 the Company entered into a services agreement with a limited liability company. Under the terms of the agreement the limited liability company agreed to provide engineering review and assessment, systems engineering, program management, technical team coordination, consultative support, etc. as deemed appropriate by the Company. The Company agreed to pay the limited liability company various rates ranging from $35 to $125 per hour depending on the specific services provided. The term of the agreement is until January 24, 2020 unless otherwise extended or terminated in writing by either party.

 

In January of 2019 the Company entered into a consulting agreement with a limited liability company for corporate identity and digital branding services. Under the terms of the agreement the Company paid the consultant 5,000,000 shares of its restricted common stock. The term of the agreement is open ended.

 

In February of 2019, the Company issued a consultants 5,300,000 shares of its restricted common for business consulting and advisory services.

 

In February of 2019, the Company issued 12,500,000 shares of its restricted common stock for past legal services. The attorney agreed that the payment of the 12,500,000 shares satisfied all outstanding debts for legal services owed the law firm.

 

During the six month period ended June 30, 2019, the Company issued a consultant a total of 3,000,000 share its restricted common stock in conjunction with a consulting agreement from July 2018 for social media and website management.

 

During the six month period ended June 30, 2019, the Company issued a total of 7,000,000 share its restricted common stock on various dates under consulting agreements for assistance with procuring a marina slip, general business consulting and corporate communications.

 

During the six month period ended June 30, 2019, the Company issued a consultant a total of 3,000,000 shares of its restricted common stock in conjunction with a consulting agreement from July 2018 for social media and website management.

 

In March of 2019, the Company issued three independent contractors a total of 600,000 share its restricted common stock as a bonus for providing services to the Company on favorable terms including the willingness to defer cash payments for lengthy periods of time.

 

In March of 2019, the Company entered into an independent contractor agreement with an individual for technology consulting services. Under the terms of the agreement the Company agreed to issue 3,500,000 shares of the Company’s restricted common stock. The agreement is effective until the September 16, 2019.

 

In March of 2019, the Company entered into an agreement with an individual to provide continuing technology consulting services regarding the development of a submersible device for potential use in the Company’s operations. The Company agreed to pay the consultant $7,000 per month for three months plus an additional $3,000 per month in restricted shares of the Company’s restricted common stock. The Company issued the consultant 987,282 shares of its restricted common stock. The term of the agreement is for three months until June 6, 2019. The Company terminated its agreement with the consultant in May of 2019.

 

In March of 2019, the Company entered into an agreement with two individuals to join or rejoin the Company’s advisory council. Under the advisory council agreement 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 agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisors an aggregate total of 7,000,000 shares of restricted common stock, 5,000,000 shares to one advisor and 2,000,000 shares to the other advisor. If the advisors or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisors 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 advisors for pre approved expenses.

 

In April of 2019 the Company entered into a consulting agreement with an individual to provide corporate communications services. Under the terms of the agreement the Company agreed to pay the consultant $3,500 per month for three months and a total of 1,000,000 shares of the Company’s restricted common stock. The Company also agreed to pay the certain pre approved expenses. The Company issued all 1,000,000 shares of the stock owed under the agreement.

 

In April and May of 2019 the Company issued 3,950,000 shares of its restricted common stock to three independent contractors as a bonus for providing services to the Company on favorable terms including the willingness to defer cash payments for lengthy periods of time.

 

In June of 2019 the Company entered into a consulting agreement with an individual for various non-dive related operations management consulting services related to its exploration and recovery operations. The term of the agreement is for one month and the Company issued 2,500,000 shares of its restricted common stock to the consultant.

 

In June of 2019, 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 the advisory council agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor a total of 400,000 shares of restricted common stock. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisors 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 advisors for pre approved expenses.

 

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 limited liability company a minimum of $3,500 per month plus periodic bonuses to 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 period background research including background checks and provide investigative information on individuals and companies 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 under the direction and supervision of the Company’s CEO. At June 30, 2019 the Company owed the related party consultant $0 for services rendered. At December 31, 2018 the Company owed the related party limited liability company $11,150. The consultant provides the services 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, 2019 the Company owed the related party limited liability company $6,577 for services rendered. At December 31, 2018 the Company owed the related party limited liability company $4,385.

 

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 agreement to pay an individual consultant a minimum of $3,500 per month for administrative and shareholder support and services.

 

The Company has an informal consulting agreement to pay a limited liability company a minimum of $6,500 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.