Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Issued June 23, 2011, with Maturity Date August 23, 2011 | ' | ' |
Entity Registrant Name | 'SEAFARER EXPLORATION CORP | ' |
Entity Central Index Key | '0001106213 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
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? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 838,244,142 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | ' | $43,919 |
Prepaid expenses | 22,455 | 36,014 |
Advances to shareholder | 3,267 | 3,267 |
Deposits and other receivables | 3,682 | 1,183 |
Total current assets | 29,404 | 84,383 |
Property and equipment - net | 138,735 | 164,223 |
Investments | 1,100 | 1,100 |
Total Assets | 169,239 | 249,706 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 157,332 | 140,270 |
Convertible notes payable | 38,999 | 91,503 |
Convertible notes payable - related parties | 2,802 | ' |
Convertible notes payable, in default | 191,300 | 149,300 |
Convertible notes payable, in default - related parties | 98,500 | 66,000 |
Convertible note payable, at fair value | ' | 183,242 |
Notes payable, in default | 30,000 | 30,000 |
Notes payable in default related parties | 7,500 | 7,500 |
Total current liabilities | 526,433 | 667,815 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 7 and 0 shares issued and outstanding at September 30, 2013 and December 31, 2012 | ' | ' |
Common stock, $0.0001 par value - 850,000,000 shares authorized; 837,177,461 and 739,313,459 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 83,719 | 73,931 |
Additional paid-in capital | 7,175,185 | 5,356,866 |
Deficit accumulated during the development stage | -7,616,098 | -5,848,906 |
Total stockholders' equity (deficit) | -357,194 | -418,109 |
Total Liabilities and Stockholders' Equity (Deficit) | $169,239 | $249,706 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 7 | 0 |
Preferred Stock, shares outstanding | 7 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 837,177,461 | 739,313,459 |
Common Stock, shares outstanding | 837,177,461 | 739,313,459 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 79 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' |
Expenses: | ' | ' | ' | ' | ' |
Consulting and contractor expenses | 413,802 | 76,437 | 1,066,617 | 304,670 | 4,249,768 |
Professional fees | 47,398 | 8,021 | 232,142 | 55,348 | 720,400 |
Depreciation | 8,496 | 8,126 | 25,488 | 24,375 | 193,686 |
General and administrative expenses | 27,144 | 6,003 | 57,147 | 20,292 | 377,081 |
Vessel expenses | 28,067 | 23,133 | 110,746 | 91,004 | 489,629 |
Travel and entertainment | 29,270 | 10,228 | 81,454 | 36,685 | 298,830 |
Rent expense | 3,325 | 5,558 | 30,389 | 12,520 | 151,075 |
Other operating expenses | ' | ' | ' | ' | 13,187 |
Total operating expenses | 557,502 | 137,506 | 1,603,983 | 544,894 | 6,493,656 |
Loss from operations | -557,502 | -137,506 | -1,603,983 | -544,894 | -6,493,656 |
Other income (expense) | ' | ' | ' | ' | ' |
Interest expense | -67,157 | -50,140 | -224,463 | -108,155 | -904,004 |
Interest income | 19,092 | 5,188 | 99,701 | 38,338 | 243,922 |
Loss on extinguishment of debt | ' | ' | -38,447 | -31,398 | -419,560 |
Loss on impairment | ' | ' | ' | ' | -42,800 |
Total other income (expense) | -48,065 | -44,952 | -163,209 | -101,215 | -1,122,442 |
Net loss | ($605,567) | ($182,458) | ($1,767,192) | ($646,109) | ($7,616,098) |
Net loss per share applicable to common stockholders - basic and diluted | $0 | $0 | $0 | $0 | ' |
Weighted average number of shares outstanding - basic and diluted | 811,905,248 | 702,779,768 | 779,676,653 | 651,188,384 | ' |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | 79 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($1,767,192) | ($646,109) | ($7,616,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 25,488 | 24,375 | 193,686 |
Allowance for uncollectible notes receivable | ' | ' | 38,867 |
Amortization of debt discount | 106,358 | ' | 108,578 |
Amortization of deferred finance costs | ' | 45,127 | 59,605 |
Interest (income) expense on fair value adjustment on convertible notes payable | -23,556 | 50,278 | 426,797 |
Interest accrued on note receivable | ' | ' | -11,705 |
Write-off of uncollectible deposit | ' | ' | 20,000 |
Loss on extinguishment of debt | ' | 31,398 | 266,285 |
Loss on impairment | ' | ' | 42,800 |
Stock issued for services | 1,024,491 | 89,386 | 2,858,347 |
Stock issued to satisfy legal services | 56,928 | ' | 122,422 |
Stock issued for financing fees | ' | ' | 5,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 13,559 | ' | -34,701 |
Advances to shareholders | -2,500 | -1,016 | -3,516 |
Deposits and other receivables | ' | ' | -23,345 |
Accounts payable and accrued liabilities | 86,162 | 20,243 | 318,363 |
Net cash used in operating activities | -480,262 | -386,318 | -3,113,787 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Issuance of notes receivable | ' | ' | -25,000 |
Purchase of investment in common stock | ' | -12,000 | -34,100 |
Acquisition of equipment | ' | ' | -325,000 |
Net cash used in investing activities | ' | -12,000 | -384,100 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from the issuance of common stock | 241,343 | 249,000 | 2,288,887 |
Proceeds from the issuance of convertible notes, related parties | 55,500 | 50,000 | 111,500 |
Proceeds from the issuance of convertible notes, non related parties | 169,500 | 95,480 | 704,000 |
Proceeds from the issuance of notes payable | ' | 10,000 | 286,500 |
Proceeds from the issuance of notes payable - related parties | ' | ' | 8,500 |
Payments on convertible notes payable | -30,000 | -5,000 | -76,000 |
Payments on notes payable | ' | -10,000 | -57,500 |
Payments on notes payable - related parties | ' | ' | -1,000 |
Proceeds from loans from stockholders | 7,500 | 5,000 | 48,425 |
Payments on loans from stockholders | -7,500 | -5,000 | -43,725 |
Net cash provided by financing activities | 436,343 | 389,480 | 3,497,887 |
NET DECREASE IN CASH | -43,919 | -8,838 | ' |
CASH, BEGINNING OF PERIOD | 43,919 | 8,838 | ' |
CASH, END OF PERIOD | ' | ' | ' |
NONCASH FINANCING ACTIVITIES: | ' | ' | ' |
Due to Organetix, Inc. reclassified to additional paid-in capital | ' | ' | 91,500 |
Common stock issued in conjunction with a joint venture | ' | 9,800 | 9,800 |
Common stock issued to satisfy debt | ' | 266,690 | 76,528 |
Common stock issued to satisfy minimum value guarantee | ' | ' | 87,667 |
Convertible debt converted to common stock including accrued interest | 143,936 | 208,500 | 1,382,114 |
Common stock issued in exchange for a fixed asset | ' | ' | 7,420 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' | ' |
Interest | ' | ' | $3,660 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [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 develop the infrastructure necessary to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks. During 2008, the Company changed its fiscal year end from April 30 to December 31. | |
The Company is in the development stage and its activities during the development stage include developing a business plan and raising capital. | |
In June of 2008, the Company merged with Organetix pursuant to a Share Exchange Agreement (the “Exchange Agreement”). The Exchange Agreement provided for the exchange of all of the Company’s common shares for 131,243,235 of Organetix post-merger common shares. Considering that Seafarer Inc.’s former stockholders controlled the majority of Organetix’s outstanding voting common stock, Seafarer Inc.’s management had actual operational control of Organetix and Organetix effectively succeeded its otherwise minimal operations to the Company’s operations. The Company was considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction with a non-operating public shell company is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of Seafarer Inc.’s common stock for the net monetary assets of Organetix, accompanied by a recapitalization. Accordingly, the accounting does not contemplate the recognition of unrecorded assets of the accounting acquiree, such as goodwill. On the date of the merger, Organetix was a blank-check public shell company and had no assets and no liabilities. The condensed financial statements presented herein and subsequent to the merger reflect the condensed financial assets and liabilities and operations of Seafarer Inc., at their historical costs, giving effect to the recapitalization, as if it had been Organetix during the periods presented. | |
In July of 2008, the Company changed its name from Organetix, Inc. to Seafarer Exploration Corp. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
These 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. As shown in the accompanying condensed financial statements, the Company has incurred net losses of $7,616,098 since inception. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from November 14, 2013. Management's plans include raising capital through the equity markets to fund operations and eventually, the generating of revenue through its business. The Company does not expect to generate any 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 condensed 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_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
SUMMARY OF 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 GAAP 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 GAAP 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 recognizes 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 is 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 periods ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, 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 September 30, 2013 and 2012. | |||
Fair Value of Financial Instruments | |||
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157 Fair Value Measurements (“SFAS 157”), superseded by ASC 820-10, which defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. The impact of adopting ASC 820-10 was not significant to the Company’s condensed financial statements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||
● | Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. | ||
● | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. | ||
● | 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. Our 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 our derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. | |||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, notes receivable, accounts payable and accrued expenses. The fair value of the Company’s debt instruments is estimated based on current rates that would be available for debt of similar terms, which is not significantly different from its stated value, except for the convertible note payable, at fair value, which has been revalued based on current market rates using Level 1 inputs. | |||
Income Taxes | |||
The Company provides for federal and state income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. | |||
Upon inception, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), superseded by ASC 740-10. The Company did not recognize a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. The Company did not recognize interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest related to unrecognized tax benefits in interest expense and penalties in other operating expenses. | |||
Fixed Assets 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. Currently the Company’s only asset is a diving vessel, which was purchased for $325,000 during 2008 and is being depreciated over a 10 year useful life. | |||
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. On June 30, 2012, we recognized an impairment loss in the amount of $21,000 for our investment in the Church Hollow Site (See Note 10 – Material Agreements). As such our impairment charges recorded during the periods ended September 30, 2013 and 2012 or for the period from inception to September 30, 2013 were $0, $21,000, and $21,000, respectively. | |||
Employee Stock Based Compensation | |||
The FASB issued SFAS No.123 (revised 2004), Share-Based Payment , which was superseded by ASC 718-10. ASC 718-10 provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As of September 30, 2013, the Company has not implemented an employee stock based compensation plan. | |||
Non-Employee Stock Based Compensation | |||
The Company accounts for stock based compensation awards issued to 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, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services , which was superseded by ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, archeological, operations, corporate communication, financial and administrative consulting 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. As of September 30, 2013 and December 31, 2012, none of the Company’s convertible notes payable included a beneficial conversion feature. | |||
Subsequent Events | |||
In accordance with FASB ASC 855, Subsequent Events , the Company evaluated subsequent events through November 14, 2013, the date the Company’s quarterly report on Form 10-Q was ready to issue. |
LOSS_PER_SHARE
LOSS PER SHARE | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
LOSS PER SHARE | ' | ||||||||
NOTE 4 - LOSS PER SHARE | |||||||||
Components of loss per share for the three months ended September 30, 2013 and 2012 are as follows: | |||||||||
For the Three Months Ended | For the Three Months Ended | ||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Net loss attributable to common stockholders | $ | (605,567 | ) | $ | (182,458 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 835,583,081 | 702,779,768 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
Components of loss per share for the nine months ended September 30, 2013 and 2012 are as follows: | |||||||||
For the Nine Months Ended | For the Nine Months Ended | ||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Net loss attributable to common stockholders | $ | (1,767,192 | ) | $ | (646,109 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 795,794,181 | 651,188,384 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
CAPITAL STOCK | ' |
NOTE 5 – CAPITAL STOCK | |
Common Stock | |
The Company is authorized to issue 850,000,000 shares of $0.0001 par value common stock.. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. | |
Series A Preferred Stock | |
The Company is authorized to sell or issue 50,000,000 shares of preferred stock. | |
On March 30, 2011, the Company designated 50,000 shares, par value $0.0001 per share as Series A Preferred Stock (“Series A Preferred”). The Series A Preferred has a liquidation preference of $1. The holders have no voting rights and are entitled to receive dividends if and when declared by the board. Additionally, the Series A Preferred does not have a term or a maturity date; it is a perpetual financial instrument. The Company analyzed the instrument under EITF D-109 Determining the Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the Form of a Share under FASB Statement 133 (FASB Codification ASC 815) to determine if the host preferred stock is more akin to an equity instrument or a debt instrument in terms of their economic characteristics and risks. The Company concluded that the Series A Preferred is more akin to an equity instrument. The Company further analyzed the instrument under EITF D-98 Classification and Measurement of Redeemable Securities (FASB Codification ASC 480-10) and concluded that because the instrument is not redeemable for cash, it does not require classification in the mezzanine section of the financial statements. | |
Through September 30, 2013, the Company has issued a total of seven shares of its preferred stock. The Company and the preferred shareholders have agreed to amend the preferred shareholder agreements so that each share of preferred stock has the right to convert into 214,286 shares of the Company’s common stock and receive a 1% share of any artifacts found at the Church Hollow Site. As of September 30, 2013, no shares of preferred stock had been converted into shares of the Company’s common stock. The conversion of the outstanding preferred shares into shares of the Company’s common stock would more than likely have a highly dilutive effect on current shareholders and such dilution may result in a significant decrease in the market value of the Company’s common stock. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 6 - 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: | |||||||||
For the Nine Months Ended September 30, 2013 | For the Nine Months Ended September 30, 2012 | ||||||||
Income tax at federal statutory rate | (34.00 | )% | (34.00 | )% | |||||
State tax, net of federal effect | (3.96 | )% | (3.96 | )% | |||||
37.96 | % | 37.96 | % | ||||||
Valuation allowance | (37.96 | )% | (37.96 | )% | |||||
Effective rate | 0 | % | 0 | % | |||||
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 September 30, 2013 and December 31, 2012, the Company’s only significant deferred income tax asset was an estimated net tax operating loss of $7,616,098 and $5,848,906, 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 September 30, 2013 and December 31, 2012. |
LEASE_OBLIGATION
LEASE OBLIGATION | 3 Months Ended |
Sep. 30, 2013 | |
Leases [Abstract] | ' |
LEASE OBLIGATION | ' |
NOTE 7 - LEASE OBLIGATION | |
Office Lease | |
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 on July 1, 2013 for its current location. Under the terms of the amended lease agreement, the lease term has been extended to June 30, 2015, with a base monthly rent of $1,200.21 from July 1, 2013 to June 30, 2014 and a base monthly rent of 1,234.50 from July 1, 2014 through June 30, 2015. There may be additional monthly charges for pro-rated maintenance, late fees, etc. |
CONVERTIBLE_NOTES_PAYABLE_AND_
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 3 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ' | |||||||||||||||||
NOTE 8 - 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 paragraph 4 of EITF 00-19, which was ultimately superseded by ASC 470. | ||||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||
The following table reflects the convertible notes payable, other than the one remeasured to fair value, which is discussed in Note 10, as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||
Issue Date | Maturity Date | 30-Sep-13 | 31-Dec-12 | Interest Rate | Conversion | |||||||||||||
Rate | ||||||||||||||||||
Convertible notes payable: | ||||||||||||||||||
17-Feb-12 | 17-Feb-13 | $ | -- | $ | 7,500 | 6 | % | 0.004 | ||||||||||
5-Apr-12 | 5-Apr-13 | -- | 15,000 | 6 | % | 0.005 | ||||||||||||
16-Jul-12 | 16-Jul-13 | -- | 5,000 | 6 | % | 0.005 | ||||||||||||
31-Oct-12 | 30-Apr-13 | -- | 8,000 | 6 | % | 0.004 | ||||||||||||
20-Nov-12 | 20-May-13 | -- | 36,003 | 6 | % | 0.005 | ||||||||||||
20-Dec-12 | 20-Jun-13 | -- | 20,000 | 6 | % | 0.004 | ||||||||||||
28-Jan-13 | 28-Jan-14 | 4,684 | -- | 6 | % | 0.005 | ||||||||||||
28-Jan-13 | 28-Jan-14 | 4,684 | -- | 6 | % | 0.005 | ||||||||||||
8-Aug-13 | 8-Feb-14 | 18,640 | -- | 6 | % | 0.01 | ||||||||||||
18-Sep-13 | 18-Mar-14 | 5,206 | -- | 6 | % | 0.0125 | ||||||||||||
25-Sep-13 | 25-Mar-14 | 5,785 | -- | 6 | % | 0.0125 | ||||||||||||
38,999 | 91,503 | |||||||||||||||||
Convertible notes payable– related parties : | ||||||||||||||||||
9-Jul-13 | 19-Dec-13 | 946 | -- | 6 | % | 0.015 | ||||||||||||
17-Jul-13 | 17-Jan-14 | 1,392 | -- | 6 | % | 0.01 | ||||||||||||
26-Jul-13 | 26-Jan-14 | 464 | -- | 6 | % | 0.01 | ||||||||||||
2,802 | -- | |||||||||||||||||
Convertible notes payable, in default : | ||||||||||||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 4,300 | 10 | % | 0.015 | ||||||||||||
9-Nov-11 | 31-Dec-12 | -- | 35,000 | 6 | % | 0.004 | ||||||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 70,000 | 6 | % | 0.008 | ||||||||||||
12-Nov-10 | 7-Nov-10 | 40,000 | 40,000 | 6 | % | 0.008 | ||||||||||||
16-Jul-12 | 16-Jul-13 | 5,000 | -- | 6 | % | 0.005 | ||||||||||||
31-Oct-12 | 30-Apr-13 | 8,000 | -- | 6 | % | 0.004 | ||||||||||||
20-Nov-12 | 20-May-13 | 50,000 | -- | 6 | % | 0.005 | ||||||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | -- | 6 | % | 0.004 | ||||||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | -- | 6 | % | 0.004 | ||||||||||||
191,300 | 149,300 | |||||||||||||||||
Convertible notes payable – related parties, in default: | ||||||||||||||||||
9-Jan-09 | 9-Jan-10 | 10,000 | 10,000 | 10 | % | 0.015 | ||||||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6,000 | 6 | % | 0.005 | ||||||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 50,000 | 8 | % | 0.004 | ||||||||||||
7-Jan-13 | 30-Jun-13 | 7,500 | -- | 6 | % | 0.004 | ||||||||||||
19-Jan-13 | 30-Jul-13 | 15,000 | -- | 6 | % | 0.004 | ||||||||||||
7-Feb-13 | 7-Aug-13 | 10,000 | -- | 6 | % | 0.004 | ||||||||||||
$ | 98,500 | $ | 66,000 | |||||||||||||||
The convertible notes payable classified as “in default” are in default as of the date this quarterly report on Form 10-Q and was ready for issue. | ||||||||||||||||||
On November 20, 2012, the Company issued a $50,000 6% convertible note with a term to May 20, 2013 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note and accrued interest is convertible into common stock at a fixed conversion price of $0.005 per share. Within seventy five (75) days of the inception date of the note, the Company is required to issue warrants to the holder to purchase up to 4,000,000 share of the Company’s common stock at an exercise price of $0.005 per share. The warrants will have a ten year term. | ||||||||||||||||||
The Company has evaluated the terms and conditions of the convertible note and embedded warrant under the guidance of ASC 815 and other applicable guidance. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. Additionally, the warrants did not contain any terms or feature that would preclude equity classification. | ||||||||||||||||||
The following tables reflect the allocation of the purchase on the financing date: | ||||||||||||||||||
$50,000 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 50,000 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (2,000 | ) | ||||||||||||||||
Paid-in capital (warrants) | (14,286 | ) | ||||||||||||||||
Carrying value | $ | 33,714 | ||||||||||||||||
The discount on the convertible note arose from the allocation of basis to the beneficial conversion feature and the embedded warrants. The discount is amortized through charges to interest expense over the term of the debt agreement. For the nine months ended September 30, 2013, the Company recorded interest expense related to the amortization of debt discount in the amount of $13,997. The carrying value of the convertible note at September 30, 2013 and December 31, 2012 was $50,000 and $36,003, respectively. As of September 30, 2013 this convertible note is considered in default. | ||||||||||||||||||
Between January 7, 2013 and March 6, 2013, the Company issued an aggregate $134,500 6% convertible notes. The principal amount of the notes and interest is payable on the maturity date. The note and accrued interest are convertible into common stock at fixed conversion prices. The conversion prices and maturity dates of these notes are detailed in the table in the preceding page. | ||||||||||||||||||
The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815 and other applicable guidance. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. | ||||||||||||||||||
The following tables reflect the aggregate allocation of the purchase on the financing date(s): | ||||||||||||||||||
$134,500 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 134,500 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (126,000 | ) | ||||||||||||||||
Carrying value | $ | 8,500 | ||||||||||||||||
The discount on these convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the terms of the debt agreements. For the nine months ended September 30, 2013, the Company recorded interest expense related to the amortization of debt discount in the amount of $85,370. The carrying value of these convertible notes at September 30, 2013 was $93,870. As of September 30, 2013 $46,500 of the $85,369 is considered in default. | ||||||||||||||||||
Between July 9, 2013 and September 25, 2013, the Company issued an aggregate $125,000 6% convertible notes. The principal amount of the notes and interest is payable on the maturity date. The note and accrued interest are convertible into common stock at fixed conversion prices. The conversion prices and maturity dates of these notes are detailed in the table in the preceding page. | ||||||||||||||||||
The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815 and other applicable guidance. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. | ||||||||||||||||||
The following tables reflect the aggregate allocation of the purchase on the financing date(s): | ||||||||||||||||||
$125,000 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 125,000 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (99,560 | ) | ||||||||||||||||
Carrying value | $ | 25,440 | ||||||||||||||||
The discount on these convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the terms of the debt agreements. For the nine months ended September 30, 2013, the Company recorded interest expense related to the amortization of debt discount in the amount of $6,992. The carrying value of these convertible notes at September 30, 2013 was $32,432. | ||||||||||||||||||
Notes Payable | ||||||||||||||||||
The following table reflects the notes payable as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||
Maturity Date | 30-Sep-13 | 31-Dec-12 | Interest Rate | |||||||||||||||
Issue Date | ||||||||||||||||||
Notes payable, in default –related parties: | ||||||||||||||||||
24-Feb-10 | 24-Feb-11 | $ | 7,500 | $ | 7,500 | 6 | % | |||||||||||
Notes payable, in default: | ||||||||||||||||||
23-Jun-11 | 23-Aug-11 | 25,000 | 25,000 | 6 | % | |||||||||||||
27-Apr-11 | 27-Apr-12 | 5,000 | 5,000 | 6 | % | |||||||||||||
30,000 | 30,000 | |||||||||||||||||
$ | 37,500 | $ | 37,500 | |||||||||||||||
At September 30, 2013 and December 31, 2012, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $48,817 and $45,898, respectively, and included in accounts payable and accrued liabilities on the accompanying balance sheets. | ||||||||||||||||||
Convertible Notes Payable and Notes Payable, in Default | ||||||||||||||||||
At September 30, 2013, the Company had convertible notes payable and notes payable of $369,101 of which $327,300 were 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 equity there is typically a highly dilutive effect on current shareholders and very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. | ||||||||||||||||||
Furthermore, management intends to have discussions or has already had discussions with several of the promissory note holders who do not currently have convertible notes regarding converting their notes into equity. Any such amended agreements to convert promissory notes into equity would more than likely have a highly dilutive effect on current shareholders and there is a very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. Some of these note holders have already amended their non-convertible notes to be convertible and converted the notes into equity. Based on conversations with other note holders, the Company believes that additional note holders will amend their notes to contain a convertibility clause and eventually convert the notes into equity. |
CONVERTIBLE_NOTES_PAYABLE_AT_F
CONVERTIBLE NOTES PAYABLE, AT FAIR VALUE | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE, AT FAIR VALUE | ' | ||||||||
NOTE 9 – CONVERTIBLE NOTE PAYABLE, AT FAIR VALUE | |||||||||
Convertible Note Payable Dated October 22, 2012 at Fair Value | |||||||||
On October 22, 2012, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on July 24, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”). | |||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. | |||||||||
In connection with the issuance of the convertible note payable on October 22, 2012, the Company encountered the unusual circumstance of a day-one derivative loss related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. | |||||||||
The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. | |||||||||
Additionally, the holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of that any of these events were to occur then the lender would be entitled to receive significant amounts of additional shares of the Company’s stock above the amounts for conversion and such occurrence would be highly dilutive to the Company’s shareholders. | |||||||||
Furthermore, there are additional events that could cause the lender to be owed additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company’s stock, etc. If the lender receives additional shares of the Company’s commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company’s common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. | |||||||||
During the nine months ended September 30, 2013, the Company repaid $30,000 in principal and the remaining $12,500 in principal was converted into 1,136,364 shares of the Company’s common stock. At September 30, 2013 and December 31, 2012, the convertible note payable, at fair value, was recorded at $0 and $90,047, respectively. | |||||||||
Convertible Note Payable Dated December 18, 2012 at Fair Value | |||||||||
On December 18, 2012, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on September 20, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”). | |||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. | |||||||||
In connection with the issuance of the convertible note payable on December 18, 2012, the Company encountered the unusual circumstance of a day-one derivative loss related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. | |||||||||
The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. | |||||||||
Additionally, the holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of that any of these events were to occur then the lender would be entitled to receive significant amounts of additional shares of the Company’s stock above the amounts for conversion and such occurrence would be highly dilutive to the Company’s shareholders. | |||||||||
Furthermore, there are additional events that could cause the lender to be owed additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company’s stock, etc. If the lender receives additional shares of the Company’s commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company’s common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. | |||||||||
During the nine months ended September 30, 2013, the full $42,500 in principal and $1,700 in accrued interest was converted into 3,226,278 shares of the Company’s common stock. At September 30, 2013 and December 31, 2012, the convertible note payable, at fair value, was recorded at $0 and $93,195, respectively. | |||||||||
The following tables summarize the effects on earnings associated with changes in the fair values of the convertible note payable, at fair value for the three months ended September 30, 2013 and 2012: | |||||||||
For the three months ended | |||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | ||||||||
Interest expense recorded upon issuance of the convertible note payable | $ | -- | $ | -- | |||||
Interest income (expense) on fair value re-measurement of the convertible note payable | 19,092 | (35,685 | ) | ||||||
$ | 19,092 | $ | (35,685 | ) | |||||
The following tables summarize the effects on earnings associated with changes in the fair values of the convertible note payable, at fair value for the nine months ended September 30, 2013 and 2012: | |||||||||
For the nine months ended | |||||||||
September 30, | September 30,, | ||||||||
2013 | 2012 | ||||||||
Interest expense recorded upon issuance of the convertible note payable | $ | -- | $ | (100,793 | ) | ||||
Interest income (expense) on fair value re-measurement of the convertible note payable | 23,556 | 151,071 | |||||||
$ | 23,556 | $ | 50,278 | ||||||
MATERIAL_AGREEMENT
MATERIAL AGREEMENT | 3 Months Ended |
Sep. 30, 2013 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' |
MATERIAL AGREEMENT | ' |
NOTE 10 – MATERIAL AGREEMENTS | |
Agreement to Explore a Shipwreck Site Located off of Bevard County, Florida | |
On February 1, 2013, the Company entered into an agreement with a corporation under which Seafarer was given the rights to explore a purported historic shipwreck located off of Brevard County, Florida. Under the terms of the agreement Seafarer agreed to provide services that are normal to the exploration and salvage of historic shipwrecks, including exploration, dig and identify, research and establish historic province, salvage, recover and conserve artifacts and archeological material from abandoned and lost shipwreck sites. Seafarer will also assist to obtain and/or update the necessary permits and contracts with various governmental agencies including the Florida Division of Historical Resources, including environmental permits, which are required to be able to explore and eventually salvage the shipwreck site. Seafarer will also act as the project manager for the exploration and salvage of the shipwreck site. Under the agreement, Seafarer will receive 60% of any recovery of archeological material from the shipwreck site and the corporation will receive 40% net of any percentages that are donated to the State of Florida. All ancillary rights including but not limited to public exhibits, publicity, movies, real time video, television, literary, archival research, and replica rights shall be shared equally between Seafarer and the corporation. Seafarer agreed to pay to the corporation 10 million shares of its restricted common stock with 2.5 million shares due and payable upon execution of the agreement, 2.5 million shares due and payable upon the receipt of a salvage and recovery contract from the State of Florida, 2.5 million shares upon commencement of the work at the site, and 2.5 million shares upon the discovery of valuable archeological material. Seafarer may in its discretion issue additional performance shares of its stock to the corporation. Seafarer and the corporation will be jointly responsible for overseeing the conservation of archeological materials from the site and will mutually locate and agree on a third party to handle the conservation of the artifacts. Seafarer will be responsible for 60% of the cost of the conservation of the artifacts and the corporation will be responsible for 40% of the cost. Seafarer and the corporation are individually responsible for their own costs and expenses that they incur that are associated with the agreement, including but not limited to fees, insurance, independent contractors, food, permit and contract fees, repairs, equipment, vessels, divers, safety equipment, travel, legal expenses, etc. | |
Agreement with Tulco Resources, Ltd. | |
As previously noted in its 8-K filing on June 11, 2010, the Company entered into an agreement with Tulco Resources, Ltd. (“Tulco”) on June 8, 2010 which granted the Company the exclusive rights to explore, locate, identify, and salvage a possible shipwreck within the territorial limits of the State of Florida, off of Palm Beach County, in the vicinity of Juno Beach, Florida (the “Exploration Agreement”). The term of the Agreement is for three years and may renew for an additional three years under the same terms unless otherwise agreed to in writing by the Tulco and Seafarer. The Agreement may be terminated by mutual agreement of both Tulco and Seafarer or it may be terminated by either party for cause. Termination for cause may include willful misconduct or gross negligence with respect to carrying out any duties responsibilities or commitments under the agreement and/or failure by Seafarer to fully pay the annual conservation payment on time. Under the Agreement the Company paid Tulco a total of $40,000, a total which included $20,000 to cover fees owed to Tulco from the 2009 diving season and a $20,000 payment for the 2010 diving season. The Company also agreed to pay Tulco a conservation payment of $20,000 per calendar year during the term of the Agreement. The amount of the conservation payment my increase in future years based on the mutual agreement of Tulco and the Company. The Company agreed to furnish its own personnel, salvage vessel and equipment necessary to conduct operations at the shipwreck site. The Company also agreed to pay all of its own expenses directly associated with salvage operations, including but not limited to fuel, food, ground tackle, electronic equipment, dockage, wages, dive tanks, and supplies. The Company agreed to split any artifacts that it recovers equally with Tulco, after the State of Florida has selected up to twenty percent of the total value of recovered artifacts for the State of Florida’s museum collection. The Company and Tulco agreed to receive their share of the division of artifacts at the same time. The Company and Tulco agreed to jointly handle all correspondence with the State of Florida regarding any agreements and permits required for the exploration and salvage of the shipwreck site. | |
The Company has previously received correspondence from Tulco’s legal counsel demanding that the Company pay additional fees that are not contemplated in the Exploration Agreement and that the Company turn over artifacts to Tulco. Tulco has stated that if the Company does not meet its demands then Tulco will seek other groups to work at the Juno Beach site and that it will terminate its agreement with the Company and it has threatened to take legal action against the Company. The Company paid Tulco the $20,000 fee in January 2012 as required under the Exploration Agreement, however Tulco has not cashed the check from 2012. The Company has not paid Tulco the $20,000 fee in January 2013 as contemplated in the Agreement and does not intend to make the payment until legal counsel is able to determine Tulco’s intent with regard to the Exploration Agreement. Tulco has not provided any conservation services as required under the Exploration Agreement. The original three year term of the Exploration Agreement was valid until June 10, 2013 and both Seafarer and Tulco had the option to extend the agreement for an additional three years. There have been no discussions between Tulco and Seafarer regarding extending the Exploration Agreement. It is possible that Tulco may claim that the Exploration Agreement is no longer valid and that therefore the Company has no further rights to explore and salvage the Juno Beach site. | |
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 breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure site 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 and as 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 through 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 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. Such service of process is continuing as Tulco is being sought for service. | |
Recovery Permit with Florida Division of Historical Resources | |
As previously noted on its form 8-K filed on May 9, 2011, the Company and Tulco received a 1A-31 Recovery Permit from the Florida Division of Historical Resources. The Recovery Permit is active through April 25, 2014. The Permit authorizes Seafarer to dig and recover artifacts from the designated site at Juno Beach, Florida. | |
Exploration Permit with Florida Division of Historical Resources | |
On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit, the Company can begin remote sensing of the site including magnetometer and side scan sonar as necessary, underwater recording of exposed target information using photo, video, measuring tapes and temporary datum points, develop a research plan to test selected target areas that appear to represent historic shipwreck material once the remote sensing has been completed and the data analyzed. The Company and any associated personnel and contractors must adhere to a number of requirements and conditions that are outlined in the permit. If the work authorized under the Exploration Permit confirms the presence of a historical shipwreck then a request for a recovery permit will be made. | |
Certain Other Agreements | |
The Company had previously entered into two related agreements with an individual consultant in August of 2011. The first agreement was a letter agreement outlining the business terms under which the Company will provide funding, a vessel, and equipment to explore and salvage a purported abandon shipwreck site known to the consultant. Under the terms of the letter agreement the Company agreed to provide the vessel, search and salvage equipment and salvage services. The Company agreed to use its best efforts to obtain all applicable permits and agreements for the project. The letter agreement states that the Company will carry out the recovery of any recoverable artifacts at the site and the Company has sole discretion as to which artifacts are economically practical to remove from the site. Additionally if any artifacts are recovered then the Company would be responsible the stabilization, transportation, provision of secured storage and documentation of the artifacts. Should the project move forward into an operating phase then the consultant would be the operations manager and oversee the operational aspects of the project in consultation with the Company however the Company would have absolute authority of where, when and how to conduct operations. If the Company is not able to secure the necessary permits and agreements for the project then the both parties agree to release each other from their obligations under the agreement. In consideration for the consultant providing the location and information as to the purported shipwreck site, the Company agreed to pay the consultant an initial payment of 120,000 restricted shares of its common stock. If the Company is successful in obtaining the required permits and agreements from governmental agencies necessary to salvage the shipwreck site identified by the consultant then the Company agreed to issue the consultant 2,000,000 shares of its restricted common stock. The Company further agreed to pay the consultant an additional 1,000,000 shares of its restricted common stock if the Company successfully locates a minimum of $50,000 worth of valuable artifacts at the shipwreck site. The consultant will also be entitled to additional stock bonuses as determined by the Company’s Board of Directors. Furthermore the consultant will be paid for his services under a separate consulting agreement once the project receives the necessary permits and agreements to salvage the designated area. The second agreement is a consulting agreement under which the consultant agrees to provide services and advice to the Company on site work as deemed necessary for the job, directing, mapping, charting for the Company in relation to the specific shipwreck project under the direction of the Company’s President. Under the terms of the consulting agreement the Company agreed to pay the consultant $10,000 per month after receiving an approved salvage permit with the State of Florida for the shipwreck site that the consultant agreed to make known to the Company under the letter agreement described above. The agreement also states that if the value of the shares that have been given to the consultant per the letter agreement become worth more than $250,000 then the Company will only pay the consultant a fee of $5,000 per month and if after six months of salvage operations the Company determines that it is overly burdensome to continue to pay the consultant at the rate described above then will agree to renegotiate a new monthly fee schedule. The original consulting agreement has been amended to reflect that the consultant will receive $2,500 per month. | |
The Company previously entered into an agreement with an individual who is related to the Company’s CEO to join the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 4,000,000 restricted shares of its common stock at a future date and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. | |
The Company previously entered into an agreement in January 2013 with an individual to join the Company’s advisory council. Under the advisory council agreements the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 900,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 75,000 per month during the term of the agreement. If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre approved expenses. As of September 30, 2013 the Company had not issued any shares of its restricted common stock to the advisor. | |
In April of 2013, the Company entered into an independent contractor agreement with a limited liability company to provide various archeological and historic research consulting services to the Company, including researching historic shipwreck sites, identifying artifacts, advising the Company in regards to proper archeological guidelines for exploring and salvaging shipwrecks, teaching classes pertaining to proper archeological procedures and the proper way to recover artifacts and to perform other consulting services as may be appropriate from time to time. The term of each of the consulting agreements is open ended and may be terminated by either party upon request. In consideration for the performance of the consulting services, the Company agreed to issue the consultant a total of 2,000,000 restricted shares of its common stock. Additionally, the Company agreed to pay the consultant $3,500 per month in shares of the Company’s restricted common stock. Under the consulting agreement, the Company has agreed to reimburse the advisors for pre approved expenses. As of July 1, 2013 this agreement was amended to reflect that the consultant will be paid $4,000 per month in the form of restricted common stock of the Company at a 50% discount to the current market price for the stock. | |
In April of 2013, the Company entered into a legal services agreement with an individual under which the individual agreed to act as the Company’s legal representative, counselor and agent with regards to media projects that the Company undertakes, including movies and television. The Company agreed to issue the legal consultant 200,000 shares of its restricted common stock in exchange for the services. The term of the agreement is for one year. | |
In June of 2013, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 240,000 restricted shares of its common stock. According to the agreement, the shares vest at a rate of 20,000 per month during the term of the agreement. If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre approved expenses. | |
In July of 2013, the Company entered into a settlement agreement with an individual who was a former officer and director of the Company prior to its reverse merger in 2008. Under the terms of the settlement agreement, the individual agreed to cancel 2,250,000 shares of the Company restricted common stock and the Company agreed to dismiss a potential legal action and not pursue any further claims against the individual. The agreement also allowed the individual to sell 3,557,333 of the Company’s common stock that had been issued to him prior to the reverse merger in 2008. The individual agreed that he would only sell 500,000 shares per week. The 2,250,000 shares that were returned to the Company were cancelled. | |
In August of 2013, the Company entered into a consulting agreement with a corporation to provide corporate planning, strategy negotiations, research statutory requirements for shipwreck salvage at the federal, state and international levels, research and analyze historical data and background data, develop an corporate communications strategy, and provide strategic planning and operational support services on a project basis. The Company agreed to pay the consultant a fee of 100,000 shares of its restricted stock for performance of the services. The Company also agreed to pay some expenses that the consultant may incur while providing the services, however the Company must authorize any such expenses prior to the consultant incurring them. The Company considered the fee earned by the consultant during the three month period ended September 30, 2013 and an expense of $1,500 has been included as an expense in consulting and contractor fees in the accompanying income statement for the period. | |
In August of 2013, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 360,000 restricted shares of its common stock. According to the agreement, the shares vest at a rate of 30,000 per month during the term of the agreement. If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre approved expenses. | |
In August of 2013, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 1,500,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for preapproved expenses. As of September 30, 2013, the Company had issued the related party Director 1,500,000 shares of its restricted common stock pursuant to the agreement. The 1,500,000 shares are included as an expense in the amount of $26,250 in consulting and contractor fees in the accompanying income statement. | |
On various dates during the three month period ended September 30, 2013, the Company issued a total of 1,025,000 shares to five independent contractor consultants as additional compensation to the cash fees they were being paid. 925,000 shares were issued for services related to its operations, primarily its shipwreck exploration and recovery operations and 100,000 shares were issued for various administrative and clerical services. The Company issued the shares to the consultants in order to more fairly compensate the consultant and show appreciation for the consultant’s services and as an inducement for the consultant to continue to provide services to the Company. The 1,025,000 shares are included as an expense in the amount of $24,450 in consulting and contractor fees in the accompanying income statement. | |
The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide background research, background checks and investigative information on individuals and companies, and act as an administrative specialist to perform various administrative duties and clerical services. The consultant provides the services under the direction and supervision of the Company’s CEO. During the three month period ended September 30, 2013, the Company paid the related party consultant fees of $9,000. During the three month periods ended September 30, 2013, the Company also paid the consultant a fee of 600,000 shares of its restricted common stock with a market value at the time of issuance of $9,600 in order to more fairly compensate the consultant and show appreciation for the consultant’s services and as an inducement for the consultant to continue to provide services at such rates All fees paid to the related party consultant during the three month period ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. | |
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. During the three month period ended September 30, 2013, the Company paid the related party transfer agency fees of $4,864. All fees paid to the related party consultant during the three month period ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. At September 30, 2013, the Company owed the related party limited liability company $10,105 for transfer agency services rendered and legal fees relating to a lawsuit against the transfer agent arising from its relationship with the Company. In August 2013 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $5,730 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company and the transfer of which the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company has agreed that it will pay the legal fees incurred by the stock transfer agency related to legal issues that arise as a result of the transfer agency providing services to the Company. The Company issued 458,462 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $5,730 from the sale of the stock, then they are entitled to receive up to an additional 400,000 shares of common stock or a cash payment until the balance is paid in full. | |
The Company has an ongoing consulting agreement to pay a limited liability company controlled by its former Chief Financial Officer a minimum of $5,000 per month for providing ongoing financial consulting, financial reporting, business and strategic planning and consulting, IT management, and accounting services. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion to show appreciation for the consultant’s willingness to spend additional time and effort rendering services to the Company, to provide services to the Company at below market cash compensation rates and as an incentive and an inducement to continue to provide services to the Company. The Company also agreed to reimburse the consultant for certain expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time. The Company believes that the consultant has provided services at discounted rates and in order to more fairly compensate the consultant and show appreciation for the consultant’s services and as an inducement for the consultant to continue to provide services at such rates, the Company paid the consultant a total of 2,000,000 shares of its restricted stock with a market value of $42,500 during the three month period ended September 30, 2013. All fees paid to the consultant during the three month periods ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statements. | |
The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $500 per month for bookkeeping services and an additional $5,000 worth of restricted stock and/or cash per quarter for providing assistance with technical accounting and financial reporting. The Company may also pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion to show appreciation for the consultant’s willingness to spend additional time and effort rendering services to the Company, to provide services to the Company at below market cash compensation rates and as an incentive and an inducement to continue to provide services to the Company. The Company also agreed to reimburse the consultant for certain expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the consultant, including any payments of restricted stock, during the three month period ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statements. |
DIVISON_OF_ARTIFACTS_AND_TREAS
DIVISON OF ARTIFACTS AND TREASURE | 3 Months Ended | ||
Sep. 30, 2013 | |||
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ||
DIVISON OF ARTIFACTS AND TREASURE | ' | ||
NOTE 11 – DIVISON OF ARTIFACTS AND TREASURE | |||
Under the Exploration Agreement with Tulco that was renewed on June 8, 2010, the Company is required to split any artifacts or treasure that it successfully recovers from the Juno Beach Shipwreck site with the FLDHR and Tulco. Tulco and the Company, assuming that the FLDHR’s portion will be 20%, have agreed to the following division of artifacts and treasure: | |||
20% to the FLDHR | |||
40% to Tulco | |||
40% to the Company | |||
More specifically, the FLDHR has the right to select up to 20% of the total value of recovered artifacts and treasure for the State's museum collection. After the FLDHR has selected those artifacts and treasure that it feels will complement its collection, then the Company and Tulco will split the remaining artifacts and treasure equally. | |||
In addition to the division of artifacts with the FLDHR and Tulco, the Company has entered into agreements where it may be required to pay additional percentages of its net share of any artifacts that it recovers at the Juno Beach Shipwreck site: | |||
● | The Company may elect to pay its divers or other personnel involved in the search for artifacts by giving them a percentage of the artifacts that they locate after a division of artifacts takes place with the FLDHR and Tulco. At the present time, the Company does not have any written agreements to pay any of its dive personnel a net percentage of any recovered artifacts; however, the Company reserves the right to do so in the future. | ||
● | The Company has become aware that an individual has made a claim that he has a legally valid and binding agreement with Tulco to receive a percentage of any artifacts recovered from the Juno Beach Shipwreck. The individual has purportedly claimed that his agreement with Tulco was executed several years prior to the Company and Tulco entering into the Exploration Agreement in March 2007. The Company has not been able to verify the legal standing of this claim. If this alleged agreement exists and is legally valid and binding, or if there are other agreements that have a valid, legal claim on the Juno Beach Shipwreck site, then such consequences may have a material adverse effect on the Company and its prospects. | ||
To date the Company has not located any artifacts that have any significant monetary value. The chance that the Company will actually recover artifacts of any significant value from the Juno Beach shipwreck site is very remote and highly unlikely. |
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
LEGAL PROCEEDINGS | ' |
NOTE 12 – LEGAL PROCEEDINGS | |
Since December 11, 2009, the Company, has been involved in a lawsuit where it was named as a Defendant, along with its CEO and transfer agent in Case Number 09-CA-030763, filed in the Circuit Court of Hillsborough County, Florida. The lawsuit was brought in the name of 31 individuals and 1 corporation. The lawsuit alleges that the Company, its CEO, and its transfer agent wrongfully refused to remove the restrictive legend from certain shares of the Company’s common stock that are collectively owned by the plaintiffs, which prevented the plaintiffs from selling or transferring their shares of the Company’s common stock. The plaintiffs allege that they have lost approximately $1,041,000 as of the date of the lawsuit. Such lawsuit continued to a hearing of the Plaintiffs’ motion for summary judgment against the Defendants including Seafarer, which was heard on September 1, 2011 and denied by the Court. Litigation of the matter has continued and the Company has presented evidence and arguments of law that the shares were distributed from their original recipient, Micah Eldred, in an illegal sale to another corporate entity. The Company further contends in its pleadings that such shares were then illegally purchased back by Eldred, then distributed in a manner by Eldred to others including the 31 other Plaintiffs to avoid reporting requirements under the Securities Act and as Eldred had a duty to report as a principal of a brokerage. The actions by Eldred, as pled by the Corporation, is that on or about October 8, 2008, Eldred gifted most of the 34,700,000 shares to certain friends, family, and employees (i.e., the Plaintiffs named in this Complaint), and kept ownership of 4, 140,000 shares. | |
On September 11, 2013, the Parties attended a voluntary mediation, which ended in an impasse. | |
Some discovery had progressed to the point that Seafarer had, on September 25, 2013, filed a Motion to File Counterclaims and Third-Party Complaint (“Motion for Leave to File Counterclaim”) along with a proposed Counterclaim. The proposed Counterclaim names as defendants the Plaintiffs in the Lawsuit, as well as non-parties Spartan Securities Group, Ltd., (“Spartan Securities”) and Am- Asia Consulting (“Am-Asia”) (collectively the “Proposed Counterclaim Defendants”). Neither Spartan Securities nor Am-Asia has yet been joined or served with any process in the Lawsuit. The allegations in the proposed Counterclaim arise from the same transaction or occurrence that gave rise to the Lawsuit. Specifically, the proposed Counterclaim alleges that the Plaintiffs including Eldred violated and conspired to violate securities laws, specifically Rule 10b-5 promulgated under the Securities Exchange Act, 15 U.S.C. § 78j, and Fla. Stat. § 517.301, in connection with the activities which form the basis of Plaintiffs’ claims in the Lawsuit. Included in the proposed counterclaim was an allegation of conspiracy between Eldred and Sean Murphy for the publication of false information which Seafarer sued Murphy for and received a judgment for libel against Murphy on April 1, 2011 for $5,080,000. Thus the counterclaim was proposed and filed as a proposed claim against the Plaintiffs: Micah Eldred, Michael J. Daniels, Carl Dilley, Heather Dilley, James Eldred, Mary R. Eldred, Michole Eldred, Nathan Eldred, Toni A. Eldred, Diane J. Harrison, Ioulia Hess, Olessia Kritskaia, Anna Krokhina, George Lindner, Elizabeth Lizzano, Karen Lizzano, Robert Lizzano, Abby Lord, Jillian Mally, Ekaterina Messinger, Susan Miller, Michael Mona, Matthew J. Presy, Oksana Savchenko, Vanessa A. Verbosh, Alan Wolper, Sarah Wolper, Christine Zitman, and CADEF: Childhood Autism Foundation, Inc. Damages sought include actual damages of over $15,000,000. Such matter was set for hearing to be heard in the State Court on October 23, 2013. It is strongly noted as shown below, it was established that CADEF: the Childhood Autism Foundation was improperly named as a Plaintiff, and Seafarer will not proceed with any claims against the foundation and CADEF has demanded to the counsel representing the Plaintiffs that CADEF be dropped from such proceedings as a Plaintiff against Seafarer. | |
On October 18, 2013, the Plaintiffs filed a Notice of Removal to Federal Court in the Tampa Division of the United States District Court, citing the allegation that such lawsuit should be moved to Federal Court based upon the Defendants proposed counterclaims of Federal law. The pleading for removal contained the allegation by the Plaintiffs that they had the consent of all the listed Plaintiffs to remove the matter to Federal Court. On November 4, 2013, Seafarer filed a Motion to Remand back to State Court in the Federal Court, citing legal argument and the undisputed facts that removal to Federal Court was improper as having no basis in law, and asking for attorneys fees from the Plaintiffs for such removal. On November 7, 2013, Judge James Moody of the United States District Court entered an Order granting the Remand Motion of Seafarer, finding that “Plaintiffs removed the case based on their assumption that the counterclaim would establish federal jurisdiction. Plaintiffs’ removal is patently without merit.” Judge Moody further held “Plaintiffs’ removal had no basis under the law or facts. Simply put, the removal was not objectively reasonable. Accordingly, the Court Ordered the case sent back to State Court and that the Federal Court would award Defendants [Seafarer] a reasonable amount of attorney’s fees and costs.” Seafarer was granted the ability to file for attorney’s fees in the matter against the Plaintiffs, which its counsel intends to pursue. Such case is now being remanded to the Circuit Court in Hillsborough County, where Seafarer will again set the matter for hearing to file all the counter-claims and third party claims as previously filed to be heard. It is the intent of Seafarer, its board and management to seek complete cancellation of all shares issued to the Plaintiffs and for damages including punitive damages against the Plaintiffs for their actions, which is alleged to have materially damaged the Corporation and its shareholders. | |
In early October 2013, counsel for Seafarer was contacted by counsel representing the listed Plaintiff, CADEF: The Childhood Autism Foundation (CADEF), as to their being named in the lawsuit as Plaintiffs in the State Court action and the litigation being done in their name. Pursuant to those discussions, on November 5, 2013, Seafarer, Kyle Kennedy (individually), Cleartrust LLC and CADEF entered into a Settlement Agreement and Release from Litigation. CADEF agreed to surrender all rights to the 1,000,000 shares in its name, as well as causing dismissal of any such claims against the Seafarer, Kennedy and Cleartrust that had been brought in their name in the lawsuit. Specifically, CADEF agreed: “CADEF agrees that the following matters of fact exist based upon the knowledge of its Board of Directors and Principals: A) The Board of Directors of CADEF had no knowledge of the share certificate ever being issued for its benefit or the existence of such share certificate until recently in the month of October 2013 when such shares were sent to them. B) The Board of Directors of CADEF never authorized the filing of the lawsuit cited above or to be a party to such. C) Because of the above in B) CADEF’s Board of Directors was never advised of any settlement offer being made by the Defendants nor of the mediation held on September 11, 2013. On approximately October 30, 2013 CADEF delivered such 1,000,000 shares to counsel for Seafarer. Seafarer and its counsel completely contend in such release and in such proceedings that CADEF was not a knowing party to such lawsuit. Seafarer intends to pursue the representations by the other Plaintiffs through counsel made in Pleadings, at mediation, and in the Federal Court that CADEF had been represented in such matter with their knowledge and consent. | |
Such litigation is now awaiting remand to the Circuit Court in Hillsborough County which is expected in the next 30 days and for continued litigation. | |
On February 24, 2011, the Company was named as defendants in Case Number 11000393CC filed in the Circuit Court of Martin County, Florida, by a limited liability company. The limited liability company is claiming that the Company owes $12,064, plus court costs and attorney’s fees under a lease agreement. The plaintiff is demanding that the court render judgment against the Company in the amount of $12,064, plus court costs and attorney’s fees pursuant to Section 720.305(1) of the Florida Statutes costs and other relief as the court deems just and proper. Management believes that the limited liability company was paid all of the fees owed to it under the lease agreement and the Company plans to mount a vigorous defense against this claim and is currently seeking all attorney’s fees and costs for what it sees as a spurious claim. The Company has presented proof of payment for all billed liabilities and believes that full payment was made. The Company has filed and will keep pending a motion for sanctions and dismissal of the cause of action. On February 21, 2013, both parties settled the matter with neither party making any admission of liability. | |
On March 2, 2010, the Company filed a complaint naming, Sean Murphy as a Defendant who formerly provided services as a captain, diver, and general laborer to the Company as a defendant in the Circuit Court of Hillsborough County, Florida case number 10-CA-004674. The lawsuit contains numerous counts against the defendant, including civil theft, breach of contract, libel and negligence. On April 5, 2011, a jury in Hillsborough County, Florida found in favor of the Company and found that the defendant was responsible for $5,080,000 in compensatory damages. In 2012, the Company attempted to schedule a trial for the punitive damages, but the Court cancelled the trial due to scheduling of priority cases. The Company is currently seeking final entry of not only the judgment, but will be exercising collection matters against the Defendant. The Company intends to pursue collection, no matter the ability of the Defendant to pay. | |
The Company currently has litigation pending in Pinellas County, the Sixth Judicial Circuit, Civil Case No. 11-05539-Cl-19 naming as Defendants both an individual and a corporation controlled by the individual. The case is a collection case against the corporation for the balance of a promissory note due to the Company, and against the individual as a guarantor of the promissory note. The defendants have filed an answer in the nature of a general denial, certain affirmative defenses, and a singular counterclaim against the Company and its CEO, individually, alleging that the Company and its CEO were negligent in the use or maintenance of a vessel owned by the corporation, for which damages are sought in excess of $15,000. Seafarer’s legal counsel intends to argue that the Company’s CEO has been improperly individually joined in this action. The counterclaim allegations are being vigorously legally contested by both the Company and its CEO. Motion to strike and dismiss defenses and counterclaims are currently pending, legal discovery is ongoing, and the pleadings are not otherwise currently “at-issue” to schedule the action for trial. At the time of the filing of this form 10-Q, the Company’s motions have not been set for hearing and dispositions by the court. | |
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 and as 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 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. Such service of process is continuing as Tulco is being sought for service. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 13 – RELATED PARTY TRANSACTIONS | |
In January of 2013, the Company previously entered into an agreement with an individual who is related to the Company’s CEO to join the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 4,000,000 restricted shares of its common stock at a future date and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre approved expenses. | |
In August of 2013, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 1,500,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre approved expenses. As of September 30, 2013, the Company had issued the related party Director 1,500,000 shares of its restricted common stock pursuant to the agreement. The 1,500,000 shares are included as an expense in the amount of $26,250 in consulting and contractor fees in the accompanying income statement. | |
In July of 2013, the Company entered into a convertible loan agreement in the amount of $15,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before December 19, 2013. 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 $0.015 per share. | |
In July of 2013, the Company entered into a convertible loan agreement in the amount of $30,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 17, 2014. 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 $0.01 per share. | |
In July of 2013, the Company entered into a convertible loan agreement in the amount of $10,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 26, 2014. 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 $0.01 per share. | |
In August of 2013, one of the Company’s promissory note holders agreed to assign a total of $5,000 of the remaining principal balance of his note which had an original face value of $20,000 and which was in default due to non-payment of principal and interest, to an investor who is related to the Company’s CEO, pursuant to a wrap around agreements between the note holder and the related party investor. Under the agreements the related party investor agreed to repay the related party note holder a portion of the principal balance which was $5,000. The investor elected to convert the $5,000 principal balance of the note plus accrued interest of $400 into a total of 1,080,000 shares of the Company’s common stock. | |
In August of 2013, a related party shareholder provided the Company with emergency short term loan proceeds totaling $2,500. The Company repaid the related party shareholder the entire $2,500 balance prior to September 30, 2013. The Company did not pay any interest or fees to the related party shareholder for providing the short term loan. | |
In September of 2013, a convertible note holder who is related to the Company’s CEO elected to convert the note dated March 6, 2013 with a face value of $23,000 plus accrued interest of $690 into a total of 1,579,333 shares of the Company’s common stock. | |
The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide background research, background checks and investigative information on individuals and companies, and act as an administrative specialist to perform various administrative duties and clerical services. The consultant provides the services under the direction and supervision of the Company’s CEO. During the three month period ended September 30, 2013, the Company paid the related party consultant fees of $9,000. During the three month periods ended September 30, 2013 the Company also paid the consultant a fee of 600,000 shares of its restricted common stock with a market value at the time of issuance of $9,600 in order to more fairly compensate the consultant and show appreciation for the consultant’s services and as an inducement for the consultant to continue to provide services at such rates All fees paid to the related party consultant during the three month period ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. | |
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. During the three month period ended September 30, 2013, the Company paid the related party transfer agency fees of $4,864. All fees paid to the related party consultant during the three month period ended September 30, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. At September 30, 2013, the Company owed the related party limited liability company $10,105 for transfer agency services rendered and legal fees relating to a lawsuit against the transfer agent arising from its relationship with the Company. The stock transfer agreement between the related party limited liability company states and the Company states that the Company will pay the legal fees incurred by the stock transfer agency related to lawsuits or legal proceedings against the transfer agency that arise as a result of the services that the transfer agency provides to the Company. In August 2013 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $5,730 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company and the transfer of which the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 458,462 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $5,730 from the sale of the stock, then the consultant is entitled to receive up to an additional 400,000 shares of common stock or a cash payment until the balance is paid in full. During the nine month period ended September 30, 2013 the Company has issued the related party limited liability company a total of 1,964,332 shares of its common stock to settle a total of $18,482 of debt related to legal fees incurred by the related party limited liability company as a result of a lawsuit involving the Company where the limited liability was also named as a defendant due to its business relationship with the Company. During the nine month period ended September 30, 2012 the Company issued the related party limited liability company a total of 6,641,583 shares of its common stock to settle a total of $19,261 of debt related to legal fees incurred by the related party limited liability company as a result of a lawsuit involving the Company where the limited liability was also named as a defendant due to its business relationship with the Company. | |
At September 30, 2013 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 payment 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 convertible note payable 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 principle and accrued interest are 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 loan is currently in default due to non-payment of principal and interest. | |
A note payable dated February 24, 2010, the principal amount of $7,500 with a corporation. The Company’s CEO is a director of the corporation and a former Director of the Company is an officer of the corporation. The loan is not secured and pays interest at a rate of 6% per annum and the principle and accrued interest were due on or before February 24, 2011. This loan 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 principle 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 7, 2013, due to a person related to the Company’s CEO with a face amount of $7,500. 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 $0.004 per share. The convertible note payable is due on or before June 30, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest as of the date of the filing of this form 10-Q. | |
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 is 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 as of the date of the filing of this form 10-Q. | |
A convertible note payable dated February 7, 2013, 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 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 $0.005 per share. The convertible note payable is due on or before August 7, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest as of the date of the filing of this form 10-Q. | |
A convertible note payable dated July 9, 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 $0.015 per share. The convertible note payable is due on or before December 12, 2013 and is not secured. | |
A convertible note payable dated July 17, 2013, due to a person related to the Company’s CEO with a face amount of $30,000. 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 is due on or before January 17, 2014 and is not secured. | |
A convertible note payable dated July 26, 2014, 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 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 is due on or before January 26, 2014 and is not secured. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 14 – SUBSEQUENT EVENTS | |
None. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Accounting Method | ' | ||
Accounting Method | |||
The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with GAAP in the United States of America. | |||
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. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
The Company recognizes 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 is 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 periods ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company did not report any revenues. | |||
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 September 30, 2013 and 2012. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157 Fair Value Measurements (“SFAS 157”), superseded by ASC 820-10, which defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. The impact of adopting ASC 820-10 was not significant to the Company’s condensed financial statements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||
● | Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. | ||
● | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. | ||
● | 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. Our 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 our derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. | |||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, notes receivable, accounts payable and accrued expenses. The fair value of the Company’s debt instruments is estimated based on current rates that would be available for debt of similar terms, which is not significantly different from its stated value, except for the convertible note payable, at fair value, which has been revalued based on current market rates using Level 1 inputs. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company provides for federal and state income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. | |||
Upon inception, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), superseded by ASC 740-10. The Company did not recognize a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. The Company did not recognize interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest related to unrecognized tax benefits in interest expense and penalties in other operating expenses. | |||
Fixed Assets and Depreciation | ' | ||
Fixed Assets 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. Currently the Company’s only asset is a diving vessel, which was purchased for $325,000 during 2008 and is being depreciated over a 10 year useful life. | |||
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. On June 30, 2012, we recognized an impairment loss in the amount of $21,000 for our investment in the Church Hollow Site (See Note 10 – Material Agreements). As such our impairment charges recorded during the periods ended September 30, 2013 and 2012 or for the period from inception to September 30, 2013 were $0, $21,000, and $21,000, respectively. | |||
Employee Stock Based Compensation | ' | ||
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. On June 30, 2012, we recognized an impairment loss in the amount of $21,000 for our investment in the Church Hollow Site (See Note 10 – Material Agreements). As such our impairment charges recorded during the periods ended September 30, 2013 and 2012 or for the period from inception to September 30, 2013 were $0, $21,000, and $21,000, respectively. | |||
Non-Employee Stock Based Compensation | ' | ||
Non-Employee Stock Based Compensation | |||
The Company accounts for stock based compensation awards issued to 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, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services , which was superseded by ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, archeological, operations, corporate communication, financial and administrative consulting services. | |||
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. | |||
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. As of September 30, 2013 and December 31, 2012, none of the Company’s convertible notes payable included a beneficial conversion feature. | |||
Subsequent Events | ' | ||
Subsequent Events | |||
In accordance with FASB ASC 855, Subsequent Events , the Company evaluated subsequent events through November 14, 2013, the date the Company’s quarterly report on Form 10-Q was ready to issue. |
LOSS_PER_SHARE_Tables
LOSS PER SHARE (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Components of loss per share | ' | ||||||||
Components of loss per share for the three months ended September 30, 2013 and 2012, and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||
For the Three Months Ended | For the Three Months Ended | ||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Net loss attributable to common stockholders | $ | (605,567 | ) | $ | (182,458 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 835,583,081 | 702,779,768 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
For the Nine Months Ended | For the Nine Months Ended | ||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Net loss attributable to common stockholders | $ | (1,767,192 | ) | $ | (646,109 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 795,794,181 | 651,188,384 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Difference between income taxes computed at the federal statutory rate and the provision for income taxes | ' | ||||||||
For the Nine Months Ended September 30, 2013 | For the Nine Months Ended September 30, 2012 | ||||||||
Income tax at federal statutory rate | (34.00 | )% | (34.00 | )% | |||||
State tax, net of federal effect | (3.96 | )% | (3.96 | )% | |||||
37.96 | % | 37.96 | % | ||||||
Valuation allowance | (37.96 | )% | (37.96 | )% | |||||
Effective rate | 0 | % | 0 | % |
CONVERTIBLE_NOTES_PAYABLE_AND_1
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 3 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
Convertible Notes Payable as of September 30, 2013 and December 31, 2012 | ' | |||||||||||||||||
The following table reflects the convertible notes payable, other than the one remeasured to fair value, which is discussed in Note 10, as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||
Issue Date | Maturity Date | 30-Sep-13 | 31-Dec-12 | Interest Rate | Conversion | |||||||||||||
Rate | ||||||||||||||||||
Convertible notes payable: | ||||||||||||||||||
17-Feb-12 | 17-Feb-13 | $ | -- | $ | 7,500 | 6 | % | 0.004 | ||||||||||
5-Apr-12 | 5-Apr-13 | -- | 15,000 | 6 | % | 0.005 | ||||||||||||
16-Jul-12 | 16-Jul-13 | -- | 5,000 | 6 | % | 0.005 | ||||||||||||
31-Oct-12 | 30-Apr-13 | -- | 8,000 | 6 | % | 0.004 | ||||||||||||
20-Nov-12 | 20-May-13 | -- | 36,003 | 6 | % | 0.005 | ||||||||||||
20-Dec-12 | 20-Jun-13 | -- | 20,000 | 6 | % | 0.004 | ||||||||||||
28-Jan-13 | 28-Jan-14 | 4,684 | -- | 6 | % | 0.005 | ||||||||||||
28-Jan-13 | 28-Jan-14 | 4,684 | -- | 6 | % | 0.005 | ||||||||||||
8-Aug-13 | 8-Feb-14 | 18,640 | -- | 6 | % | 0.01 | ||||||||||||
18-Sep-13 | 18-Mar-14 | 5,206 | -- | 6 | % | 0.0125 | ||||||||||||
25-Sep-13 | 25-Mar-14 | 5,785 | -- | 6 | % | 0.0125 | ||||||||||||
38,999 | 91,503 | |||||||||||||||||
Convertible notes payable– related parties : | ||||||||||||||||||
9-Jul-13 | 19-Dec-13 | 946 | -- | 6 | % | 0.015 | ||||||||||||
17-Jul-13 | 17-Jan-14 | 1,392 | -- | 6 | % | 0.01 | ||||||||||||
26-Jul-13 | 26-Jan-14 | 464 | -- | 6 | % | 0.01 | ||||||||||||
2,802 | -- | |||||||||||||||||
Convertible notes payable, in default : | ||||||||||||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 4,300 | 10 | % | 0.015 | ||||||||||||
9-Nov-11 | 31-Dec-12 | -- | 35,000 | 6 | % | 0.004 | ||||||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 70,000 | 6 | % | 0.008 | ||||||||||||
12-Nov-10 | 7-Nov-10 | 40,000 | 40,000 | 6 | % | 0.008 | ||||||||||||
16-Jul-12 | 16-Jul-13 | 5,000 | -- | 6 | % | 0.005 | ||||||||||||
31-Oct-12 | 30-Apr-13 | 8,000 | -- | 6 | % | 0.004 | ||||||||||||
20-Nov-12 | 20-May-13 | 50,000 | -- | 6 | % | 0.005 | ||||||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | -- | 6 | % | 0.004 | ||||||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | -- | 6 | % | 0.004 | ||||||||||||
191,300 | 149,300 | |||||||||||||||||
Convertible notes payable – related parties, in default: | ||||||||||||||||||
9-Jan-09 | 9-Jan-10 | 10,000 | 10,000 | 10 | % | 0.015 | ||||||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6,000 | 6 | % | 0.005 | ||||||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 50,000 | 8 | % | 0.004 | ||||||||||||
7-Jan-13 | 30-Jun-13 | 7,500 | -- | 6 | % | 0.004 | ||||||||||||
19-Jan-13 | 30-Jul-13 | 15,000 | -- | 6 | % | 0.004 | ||||||||||||
7-Feb-13 | 7-Aug-13 | 10,000 | -- | 6 | % | 0.004 | ||||||||||||
$ | 98,500 | $ | 66,000 | |||||||||||||||
Allocation of Purchases, Convertible Note Issued on November 20, 2012 | ' | |||||||||||||||||
The following tables reflect the allocation of the purchase on the financing date: | ||||||||||||||||||
$50,000 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 50,000 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (2,000 | ) | ||||||||||||||||
Paid-in capital (warrants) | (14,286 | ) | ||||||||||||||||
Carrying value | $ | 33,714 | ||||||||||||||||
Allocation of Purchases, Convertible Notes Issued between January 7, 2013 and March 6, 2013 | ' | |||||||||||||||||
The following tables reflect the aggregate allocation of the purchase on the financing date(s): | ||||||||||||||||||
$134,500 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 134,500 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (126,000 | ) | ||||||||||||||||
Carrying value | $ | 8,500 | ||||||||||||||||
Allocation of Purchases, Convertible Notes Issued between July 9, 2013 and September 25, 2013 | ' | |||||||||||||||||
The following tables reflect the aggregate allocation of the purchase on the financing date(s): | ||||||||||||||||||
$125,000 | ||||||||||||||||||
Convertible Note | Face Value | |||||||||||||||||
Proceeds | $ | 125,000 | ||||||||||||||||
Paid-in capital (beneficial conversion feature) | (99,560 | ) | ||||||||||||||||
Carrying value | $ | 25,440 | ||||||||||||||||
Notes Payable as of September 30, 2013 and December 31, 2012 | ' | |||||||||||||||||
The following table reflects the notes payable as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||
Maturity Date | 30-Sep-13 | 31-Dec-12 | Interest Rate | |||||||||||||||
Issue Date | ||||||||||||||||||
Notes payable, in default –related parties: | ||||||||||||||||||
24-Feb-10 | 24-Feb-11 | $ | 7,500 | $ | 7,500 | 6 | % | |||||||||||
Notes payable, in default: | ||||||||||||||||||
23-Jun-11 | 23-Aug-11 | 25,000 | 25,000 | 6 | % | |||||||||||||
27-Apr-11 | 27-Apr-12 | 5,000 | 5,000 | 6 | % | |||||||||||||
30,000 | 30,000 | |||||||||||||||||
$ | 37,500 | $ | 37,500 | |||||||||||||||
CONVERTIBLE_NOTES_PAYABLE_AT_F1
CONVERTIBLE NOTES PAYABLE, AT FAIR VALUE (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
The effects on earnings associated with changes in the fair values of the convertible note payable | ' | ||||||||
For the three months ended | |||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | ||||||||
Interest expense recorded upon issuance of the convertible note payable | $ | -- | $ | -- | |||||
Interest income (expense) on fair value re-measurement of the convertible note payable | 19,092 | (35,685 | ) | ||||||
$ | 19,092 | $ | (35,685 | ) | |||||
For the nine months ended | |||||||||
September 30, | September 30,, | ||||||||
2013 | 2012 | ||||||||
Interest expense recorded upon issuance of the convertible note payable | $ | -- | $ | (100,793 | ) | ||||
Interest income (expense) on fair value re-measurement of the convertible note payable | 23,556 | 151,071 | |||||||
$ | 23,556 | $ | 50,278 | ||||||
DESCRIPTION_OF_BUSINESS_Detail
DESCRIPTION OF BUSINESS (Details Narrative) | Jun. 30, 2008 |
Accounting Policies [Abstract] | ' |
Organetix post-merger common shares received in exchange for the Company's common stock | 131,243,235 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 79 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Net losses incurred since inception | $7,616,098 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 79 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2008 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' |
Purchase cost of diving vessel | ' | ' | ' | ' | 325,000 | ' |
Useful life length of diving vessel and depreciation length | ' | ' | ' | ' | '10 years | ' |
Impairment charge related to Company's investment in Church Hollow, LLC | $0 | $21,000 | ' | ' | ' | $21,000 |
LOSS_PER_SHARE_Components_of_l
LOSS PER SHARE - Components of loss per share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss attributable to common stockholders | ($605,567) | ($182,458) | ($1,767,192) | ($646,109) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 835,583,081 | 702,779,768 | 795,794,181 | 651,188,384 |
Loss per share: | ' | ' | ' | ' |
Basic and diluted | $0 | $0 | $0 | $0 |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | Sep. 30, 2013 | Mar. 30, 2011 |
Equity [Abstract] | ' | ' |
Common stock authorized for issuance | 850,000,000 | ' |
Common stock authorized for issuance, par value | $0.00 | ' |
Voting right for holders of common stock percentage | 50.00% | ' |
Preferred stock authorized for sale or issuance | 50,000,000 | ' |
Designated shares as Series A Preferred Stock | ' | 50,000 |
Designated par value for Series A Preferred Stock | ' | $0.00 |
Series A Preferred liquidation preference | ' | $1 |
Previously issued preferred stock | 7 | ' |
Conversion of preferred stock into the Company's common stock | 214,286 | ' |
Percent share received of artifacts found at the Church Hollow Site | 1.00% | ' |
INCOME_TAXES_Difference_betwee
INCOME TAXES - Difference between income taxes computed at the federal statutory rate and the provision for income taxes (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
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
INCOME TAXES (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net tax operating loss | $7,616,098 | $5,848,906 |
LEASE_OBLIGATION_Details_Narra
LEASE OBLIGATION (Details Narrative) (USD $) | Jul. 01, 2014 | Jul. 02, 2013 |
sqft | ||
Leases [Abstract] | ' | ' |
Office space leased | ' | 823 |
Base monthly rent | $1,234.50 | $1,200.21 |
CONVERTIBLE_NOTES_PAYABLE_AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Convertible Notes Payable as of March 31, 2013 and December 31, 2012 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible notes payable: | ' | ' |
Issued February 17, 2012 with Maturity Date of February 17, 2013 | ' | $7,500 |
Issued April 5, 2012 with Maturity Date of April 5, 2013 | ' | 15,000 |
Issued July 16, 2012 with Maturity Date of July 16, 2013 | ' | 5,000 |
Issued October 31, 2012 with Maturity Date of April 30, 2013 | ' | 8,000 |
Issued November 20, 2012 with Maturity Date of May 20, 2013 | ' | 36,003 |
Issued December 20, 2012 with Maturity Date of June 20, 2013 | ' | 20,000 |
Issued January 28, 2013 with Maturity Date of January 28, 2014 | 4,684 | ' |
Issued January 28, 2013 with Maturity Date of January 28, 2014 (2) | 4,684 | ' |
Issued August 8, 2013 with Maturity Date of February 8, 2014 | 18,640 | ' |
Issued September 18, 2013 with Maturity Date of March 18, 2014 | 5,206 | ' |
Issued September 25, 2013 with Maturity Date of March 25, 2014 | 5,785 | ' |
Total, convertible notes payable | 38,999 | 91,503 |
Convertible notes payable - related parties: | ' | ' |
Issued July 9, 2013 with Maturity Date of December 19, 2013 | 946 | ' |
Issued July 17, 2013 with Maturity Date of January 17, 2014 | 1,392 | ' |
Issued July 26, 2013 with Maturity Date of January 26, 2014 | 464 | ' |
Total, convertible notes payable - related parties | 2,802 | ' |
Issued August 28, 2009 with Maturity Date of November 1, 2009 | 4,300 | 4,300 |
Issued November 9, 2011 with Maturity Date of December 31, 2012 | ' | 35,000 |
Issued April 7, 2010 with Maturity Date of November 7, 2010 | 70,000 | 70,000 |
Issued November 12, 2010 with Maturity Date of November 12, 2011 | 40,000 | 40,000 |
Issued July 16, 2012 with Maturity Date of July 16, 2013 | 5,000 | ' |
Issued October 31, 2012 with Maturity Date of April 30, 2013 | 8,000 | ' |
Issued November 20, 2012 with Maturity Date of May 20, 2013 | 50,000 | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013 | 5,000 | ' |
Issued February 11, 2013 with Maturity Date of August 11, 2013 | 9,000 | ' |
Total, convertible notes payable, in default | 191,300 | 149,300 |
Issued January 9, 2009 with Maturity Date of January 9, 2010 | 10,000 | 10,000 |
Issued January 25, 2010 with Maturity Date of January 25, 2011 | 6,000 | 6,000 |
Issued January 18, 2012 with Maturity Date of July 18, 2012 | 50,000 | 50,000 |
Issued January 7, 2013 with Maturity Date of June 30, 2013 | 7,500 | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013 | 15,000 | ' |
Issued February 7, 2013 with Maturity Date of August 7, 2013 | 10,000 | ' |
Total, convertible notes payable - related parties, in default | $98,500 | $66,000 |
Interest Rate | ' | ' |
Convertible notes payable: | ' | ' |
Issued February 17, 2012 with Maturity Date of February 17, 2013, interest rate | 6.00% | 6.00% |
Issued April 5, 2012 with Maturity Date of April 5, 2013, interest rate | 6.00% | 6.00% |
Issued July 16, 2012 with Maturity Date of July 16, 2013, interest rate | 6.00% | 6.00% |
Issued October 31, 2012 with Maturity Date of April 30, 2013, interest rate | 6.00% | 6.00% |
Issued November 20, 2012 with Maturity Date of May 20, 2013, interest rate | 6.00% | 6.00% |
Issued December 20, 2012 with Maturity Date of June 20, 2013, interest rate | 6.00% | 6.00% |
Issued January 28, 2013 with Maturity Date of January 28, 2014, interest rate | 6.00% | 6.00% |
Issued January 28, 2013 with Maturity Date of January 28, 2014, interest rate (2) | 6.00% | 6.00% |
Issued August 8, 2013 with Maturity Date of February 8, 2014, interest rate | 6.00% | ' |
Issued September 18, 2013 with Maturity Date of March 18, 2014, interest rate | 6.00% | ' |
Issued September 25, 2013 with Maturity Date of March 25, 2014, interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties: | ' | ' |
Issued July 9, 2013 with Maturity Date of December 19, 2013, interest rate | 6.00% | 6.00% |
Issued July 17, 2013 with Maturity Date of January 17, 2014, interest rate | 6.00% | 6.00% |
Issued July 26, 2013 with Maturity Date of January 26, 2014, interest rate | 6.00% | 6.00% |
Issued August 28, 2009 with Maturity Date of November 1, 2009, interest rate | 10.00% | 10.00% |
Issued November 9, 2011 with Maturity Date of December 31, 2012, interest rate | ' | 6.00% |
Issued April 7, 2010 with Maturity Date of November 7, 2010, interest rate | 6.00% | 6.00% |
Issued November 12, 2010 with Maturity Date of November 12, 2011, interest rate | 6.00% | 6.00% |
Issued July 16, 2012 with Maturity Date of July 16, 2013, interest rate | 6.00% | ' |
Issued October 31, 2012 with Maturity Date of April 30, 2013, interest rate | 6.00% | ' |
Issued November 20, 2012 with Maturity Date of May 20, 2013, interest rate | 6.00% | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013, interest rate | 6.00% | ' |
Issued February 11, 2013 with Maturity Date of August 11, 2013, interest rate | 6.00% | ' |
Issued January 9, 2009 with Maturity Date of January 9, 2010, interest rate | 10.00% | 10.00% |
Issued January 25, 2010 with Maturity Date of January 25, 2011, interest rate | 6.00% | 6.00% |
Issued January 18, 2012 with Maturity Date of July 18, 2012, interest rate | 8.00% | 8.00% |
Issued January 7, 2013 with Maturity Date of June 30, 2013, interest rate | 6.00% | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013, interest rate | 6.00% | ' |
Issued February 7, 2013 with Maturity Date of August 7, 2013, interest rate | 6.00% | ' |
Conversion Rate | ' | ' |
Convertible notes payable: | ' | ' |
Issued February 17, 2012 with Maturity Date of February 17, 2013, conversion rate | $0.00 | $0.00 |
Issued April 5, 2012 with Maturity Date of April 5, 2013, conversion rate | $0.01 | $0.01 |
Issued July 16, 2012 with Maturity Date of July 16, 2013, conversion rate | $0.01 | $0.01 |
Issued October 31, 2012 with Maturity Date of April 30, 2013, conversion rate | $0.00 | $0.00 |
Issued November 20, 2012 with Maturity Date of May 20, 2013, conversion rate | $0.01 | $0.01 |
Issued December 20, 2012 with Maturity Date of June 20, 2013, conversion rate | $0.00 | $0.00 |
Issued January 28, 2013 with Maturity Date of January 28, 2014, conversion rate | $0.01 | $0.01 |
Issued January 28, 2013 with Maturity Date of January 28, 2014, conversion rate (2) | $0.01 | $0.01 |
Issued August 8, 2013 with Maturity Date of February 8, 2014, conversion rate | $0.01 | ' |
Issued September 18, 2013 with Maturity Date of March 18, 2014, conversion rate | $0.01 | ' |
Issued September 25, 2013 with Maturity Date of March 25, 2014, conversion rate | $0.01 | $0.01 |
Convertible notes payable - related parties: | ' | ' |
Issued July 9, 2013 with Maturity Date of December 19, 2013, conversion rate | $0.02 | $0.00 |
Issued July 17, 2013 with Maturity Date of January 17, 2014, conversion rate | $0.01 | $0.01 |
Issued July 26, 2013 with Maturity Date of January 26, 2014, conversion rate | $0.01 | $0.02 |
Issued August 28, 2009 with Maturity Date of November 1, 2009, conversion rate | $0.02 | $0.02 |
Issued November 9, 2011 with Maturity Date of December 31, 2012, conversion rate | ' | $0.00 |
Issued April 7, 2010 with Maturity Date of November 7, 2010, conversion rate | $0.01 | $0.01 |
Issued November 12, 2010 with Maturity Date of November 12, 2011, conversion rate | $0.01 | $0.01 |
Issued July 16, 2012 with Maturity Date of July 16, 2013, conversion rate | $0.01 | ' |
Issued October 31, 2012 with Maturity Date of April 30, 2013, conversion rate | $0.00 | ' |
Issued November 20, 2012 with Maturity Date of May 20, 2013, conversion rate | $0.01 | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013, conversion rate | $0.00 | ' |
Issued February 11, 2013 with Maturity Date of August 11, 2013, conversion rate | $0.00 | ' |
Issued January 9, 2009 with Maturity Date of January 9, 2010, conversion rate | $0.02 | $0.02 |
Issued January 25, 2010 with Maturity Date of January 25, 2011, conversion rate | $0.01 | $0.01 |
Issued January 18, 2012 with Maturity Date of July 18, 2012, conversion rate | $0.00 | $0.00 |
Issued January 7, 2013 with Maturity Date of June 30, 2013, conversion rate | $0.00 | ' |
Issued January 19, 2013 with Maturity Date of July 30, 2013, conversion rate | $0.00 | ' |
Issued February 7, 2013 with Maturity Date of August 7, 2013, conversion rate | $0.00 | ' |
CONVERTIBLE_NOTES_PAYABLE_AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Allocation of Purchases, Convertible Notes Issued (Details) (USD $) | 6 Months Ended | 2 Months Ended | 3 Months Ended |
20-May-13 | Mar. 06, 2013 | Sep. 25, 2013 | |
$50,000 Face Value | $134,500 Face Value | $125,000 Face Value | |
Convertible Note | ' | ' | ' |
Proceeds | $50,000 | $134,500 | $125,000 |
Paid-in capital (beneficial conversion feature) | -2,000 | -126,000 | -99,560 |
Paid-in capital (warrants) | -14,286 | ' | ' |
Carrying value | $33,714 | $8,500 | $25,440 |
CONVERTIBLE_NOTES_PAYABLE_AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Notes Payable as of March 31, 2013 and December 31, 2012 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Issued February 24, 2010, with Maturity Date February 24, 2011 | $7,500 | $7,500 |
Issued June 23, 2011, with Maturity Date August 23, 2011 | 25,000 | 25,000 |
Issued April 27, 2011, with Maturity Date April 27, 2012 | 5,000 | 5,000 |
Total Notes payable, in default | 30,000 | 30,000 |
Net Notes Payable | $37,500 | $37,500 |
Interest Rate | ' | ' |
Issued February 24, 2010, with Maturity Date February 24, 2011, Interest Rate | 6.00% | 6.00% |
Issued June 23, 2011, with Maturity Date August 23, 2011, Interest Rate | 6.00% | 6.00% |
Issued April 27, 2011, with Maturity Date April 27, 2012, Interest Rate | 6.00% | 6.00% |
CONVERTIBLE_NOTES_PAYABLE_AND_5
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 06, 2013 | Sep. 25, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 20, 2012 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' |
Convertible note issued | ' | $125,000 | ' | ' | $50,000 |
Convertible note, interest rate | ' | 6.00% | ' | ' | 6.00% |
Conversion price on note | ' | ' | ' | ' | $0.01 |
Shares of common stock convertible, November 20, 2012 convertible note | ' | ' | ' | ' | 4,000,000 |
Exercise price, November 20, 2012 convertible note | ' | ' | ' | ' | $0.01 |
Warrants term, November 20, 2012 convertible note | ' | ' | ' | ' | '10 years |
Interest expense related to amoritzation of debt discount | ' | 6,992 | 13,997 | ' | ' |
Carrying value of convertible note | ' | 32,432 | 50,000 | 36,003 | ' |
Aggregate value of convertible notes issued | 134,500 | ' | ' | ' | ' |
Interest rate | 6.00% | ' | ' | ' | ' |
Interest expense related to amortization of debt discounts, Notes Payable | ' | ' | 85,370 | ' | ' |
Carrying value of convertible notes, considered in default | ' | ' | 46,500 | ' | ' |
Combined accrued interest on convertible notes payable, notes payable and stockholder loans | ' | ' | 48,817 | 45,898 | ' |
Face value of convertible notes payable, convertible notes payable at fair value and notes | ' | ' | 369,101 | ' | ' |
Amount of notes in default | ' | ' | $327,300 | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_AT_F2
CONVERTIBLE NOTES PAYABLE, AT FAIR VALUE - The effects on earnings associated with changes in the fair values of the convertible note payable (Details) (USD $) | 3 Months Ended | 9 Months Ended | 79 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' |
Interest expense recorded upon issuance of the convertible note payable | ' | ' | ' | ' | ' |
Interest income (expense) on fair value re-measurement of the convertible note payable | 19,092 | -35,685 | ' | ' | ' |
Net interest expense of the convertible note payable | $19,092 | ($35,685) | ($23,556) | $50,278 | $426,797 |
CONVERTIBLE_NOTES_PAYABLE_AT_F3
CONVERTIBLE NOTES PAYABLE, AT FAIR VALUE (Details Narrative) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Dec. 18, 2013 | Dec. 31, 2012 | Oct. 22, 2012 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Convertible note payable, face value | ' | $42,500 | ' | $42,500 |
Convertible note payable, interest rate | ' | 8.00% | ' | 8.00% |
Variable Conversion Price defined by the average of the lowest three trading prices for the Company's common stock | ' | 60.00% | ' | 60.00% |
Repayment in principal | 30,000 | ' | ' | ' |
Repayment in principal (B) | 42,500 | ' | ' | ' |
Value of principal converted into common stock | 12,500 | ' | ' | ' |
Value of principal converted into common stock (B) | 1,700 | ' | ' | ' |
Principal converted into common stock | 1,136,364 | ' | ' | ' |
Principal converted into common stock (B) | 3,226,278 | ' | ' | ' |
Convertible note payable, at fair value | 0 | ' | 90,047 | ' |
Convertible note payable, at fair value (B) | $0 | ' | $93,195 | ' |
MATERIAL_AGREEMENT_Details_Nar
MATERIAL AGREEMENT (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | |||||||||
Sep. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Feb. 01, 2013 | Jan. 31, 2013 | Jan. 31, 2012 | Aug. 30, 2011 | Jun. 08, 2010 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage received by Seafarer from recovery of archeological material from the shipwreck site | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' |
Net of any percentages that are donated to State of Florida received by the corporation | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' |
Payment of its restricted common stock | ' | ' | ' | ' | ' | 2,000,000 | 10,000,000 | ' | ' | ' | ' |
Common stock shares due and payable upon execution of the agreement | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Common stock shares upon commencement of the work at the site | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Common stock shares upon the discovery of valuable archeological material | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Seafarer's responibility of the cost of the conservation of the artifacts | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' |
The corporation's responibility of the cost of the conservation of the artifacts | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' |
Total payment to Tulco | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $40,000 |
2009 diving season fees owed to Tulco | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 |
2010 diving season fees owed to Tulco | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 |
Yearly conservation payment agreement to Tulco | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 |
Fees paid as required under Agreement | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' |
Fees not paid until legal counsel | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' |
Restricted shares of common stock issued consultant for services | 2,000,000 | 100,000 | ' | ' | 2,000,000 | 2,000,000 | ' | ' | ' | 120,000 | ' |
Restricted shares issued to consultant if permits are obtained | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' |
Restricted shares issued to consultant if valuable artifacts are found | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Minimum amount of valuable artifacts found to issue additional shares to consultant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' |
Payment per month to the consultant under original agreement | ' | 1,500 | ' | ' | ' | 3,500 | ' | ' | ' | 10,000 | ' |
Value of shares given to consultant, to entail drop in monthly payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' |
Monthly payment if consultant letter agreement becomes worth $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Payment per month to the consultant under revised agreement | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | 2,500 | ' |
Restricted shares of common stock to be paid to the Director | ' | 1,500,000 | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' |
Restricted shares of common stock to be issued to the advisor | ' | 360,000 | ' | 240,000 | ' | ' | ' | 900,000 | ' | ' | ' |
Vesting rate of restricted shares of common stock per month | ' | 30,000 | ' | 20,000 | ' | ' | ' | 75,000 | ' | ' | ' |
Restricted shares issued included as expense in consulting and contractor fees | ' | 26,250 | ' | ' | 42,500 | ' | ' | ' | ' | ' | ' |
Restriced stock issued to legal advisor for services | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' |
Payment to related party consultant per month | 3,000 | ' | ' | 3,000 | 9,600 | ' | ' | ' | ' | ' | ' |
Cancellation of stock by individual to dismiss legal action | ' | ' | 2,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold by individual, issued before 2008 | ' | ' | 3,557,333 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold by individual per week, issued before 2008 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to five independent contractor consultants, total | ' | ' | ' | ' | 1,025,000 | ' | ' | ' | ' | ' | ' |
Shares expensed as consulting and contractor fees (B) | ' | ' | ' | ' | 24,450 | ' | ' | ' | ' | ' | ' |
Compensation to related party consultant, for three months | 9,000 | ' | ' | ' | 9,000 | ' | ' | ' | ' | ' | ' |
Restricted shares issued to related party consultant | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' |
Owed to related party LLC | 10,105 | ' | ' | ' | 10,105 | ' | ' | ' | ' | ' | ' |
Outstanding debt related to legal fees | 5,730 | 5,730 | ' | ' | 5,730 | ' | ' | ' | ' | ' | ' |
Shares issued to vendor for outstanding debt | ' | 458,462 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vendor entitled to common stock, until debt is paid in full, Shares | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum payment per month to CFO | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Ongoing aggreement for monthly bookkeeping services | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' |
Additional payment for bookkeeping services, value of restricted stock | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' |
DIVISON_OF_ARTIFACTS_AND_TREAS1
DIVISON OF ARTIFACTS AND TREASURE (Details Narrative) | Jun. 08, 2010 |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' |
Assumption of FLDHR's portion of artifacts or treasure recovered from the Juno Beach Shipwreck | 20.00% |
FLDHR's percentage under the Exploration Agreement | 20.00% |
Tulco's percentage under the Exploration Agreement | 40.00% |
The Company's percentage under the Exploration Agreement | 40.00% |
FLDHR's rights to total value of recovered artifacts and treasre for museum collection, maximum | 20.00% |
LEGAL_PROCEEDINGS_Details_Narr
LEGAL PROCEEDINGS (Details Narrative) (USD $) | Nov. 01, 2011 | Apr. 05, 2011 | Feb. 24, 2011 | Dec. 11, 2009 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Amount loss of the lawsuit | ' | ' | ' | $1,041,000 |
Shares of stock gifted and kept by Eldred | 34,700,000 | ' | ' | ' |
Actual damages sought after by the plaintiff | ' | ' | ' | 15,000,000 |
Shares issued to counsel for Seafarer | 1,000,000 | ' | ' | ' |
Claims owed by the Company to the limited liability company | ' | ' | 12,064 | ' |
Compensatory damages | ' | 5,080,000 | ' | ' |
Damages sought for negligence in use or maintenance of a vessel | ' | $15,000 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 26, 2014 | Jul. 17, 2013 | Jul. 09, 2013 | Feb. 07, 2013 | Jan. 31, 2013 | Jan. 19, 2013 | Jan. 06, 2013 | Jan. 18, 2012 | Feb. 24, 2010 | Jan. 25, 2010 | Jan. 09, 2009 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Convertible loan | Convertible loan (B) | Convertible loan (C) | |||||||||||||||||
Restricted shares of common stock to be paid to the Director | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares issued included as expense in consulting and contractor fees | ' | 26,250 | ' | 42,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note payable, amount | $23,000 | ' | ' | $23,000 | $23,000 | $10,000 | $30,000 | $15,000 | $10,000 | ' | $15,000 | $7,500 | $50,000 | $7,500 | $6,000 | $10,000 | $15,000 | $30,000 | $10,000 |
Convertible note payable, interest rate per annum | ' | ' | ' | ' | ' | 6.00% | 6.00% | 6.00% | 6.00% | ' | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | 6.00% | 6.00% | 6.00% |
Convertible note payable, common stock price per share | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.02 | $0.01 | ' | $0.00 | $0.00 | $0.00 | ' | $0.01 | $0.02 | $0.02 | $0.01 | $0.01 |
Promissory note, remaining principal balance | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note, original face value | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest from promissory note | 690 | 400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note principal balance converted to common shares | 1,579,333 | 1,080,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Emergency short term loan proceeds | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to related party consultant per month | 3,000 | ' | 3,000 | 9,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation to related party consultant, for three months | 9,000 | ' | ' | 9,000 | 9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares issued to related party consultant | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transfer fees | ' | ' | ' | 4,864 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding debt related to legal fees | 5,730 | 5,730 | ' | 5,730 | 5,730 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to vendor for outstanding debt | ' | 458,462 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vendor entitled to common stock, until debt is paid in full, Shares | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to related party LLC for debt | ' | ' | ' | 1,964,332 | 6,641,583 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt settled to related party LLC | ' | ' | ' | $18,482 | $19,261 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |