MATERIAL AGREEMENT | 12 Months Ended |
Dec. 31, 2013 |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' |
MATERIAL AGREEMENT | ' |
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NOTE 10 – MATERIAL AGREEMENTS |
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Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida |
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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 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. Subsequent to December 31, 2013 this Agreement was cancelled and the parties, through an affiliate of the corporation that originally entered into the Agreement with Seafarer, agreed to form a new limited liability company to continue to pursue obtaining the permits required for the exploration and recovery of the site. |
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Agreement with Tulco Resources, Ltd. |
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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. |
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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. 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 therefore the Company has no further rights to explore and salvage the Juno Beach site. |
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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 against Tulco based upon breach of contract, equitable relief and injunctive relief. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement dated June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008, which was renewed in the June 2010 agreements 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 and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. As of March 24, 2014, Seafarer, through Counsel with the assistance of a licensed investigator, established there was no party or individual to be served from Tulco due to the death of the former Manager, and having no other legal person or entity to serve, has established that it will seek the entry of a default judgment, and final judgment for award of all rights to such site for contractual and other rights held by Tulco. |
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Recovery Permit with Florida Division of Historical Resources |
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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. It will be necessary for the Company to obtain a renewal to the Recovery Permit for the Juno Beach shipwreck site in order to continue to perform exploration and recovery work at the site after April 25, 2014. As of the date of these financial statements, the Company has not received a renewal permit to continue recovery operations at the Juno Beach site. |
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Exploration Permit with Florida Division of Historical Resources |
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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. |
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Certain Other Agreements |
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On January 8, 2013, the Company 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. |
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In January 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 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. All fees paid to the advisor during the twelve month period ended December 31, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement. |
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In February of 2013, the Company issued 900,000 shares of its restricted common stock to a consultant for assistance with administrative and compliance services relating to the Company’s permitting and ongoing reporting of its historic shipwreck exploration operation to the State of Florida. The 900,000 restricted shares are included as an expense in consulting and contractor fees in the accompanying income statement. |
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In February of 2013, the Company issued 3,000,000 shares of its restricted common stock to a consultant for technical accounting and financial reporting services. The 3,000,000 restricted shares are included as an expense in consulting and contractor fees in the accompanying income statement. |
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In March of 2013, the Company issued a total of 4,500,000 shares of its restricted common stock to an individual. |
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In April of 2013, the Company and a consultant mutually amended an agreement they had entered into in August of 2011 under which the consultant agreed 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 original 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 amended agreement the Company agreed to pay the consultant $5,000 per month instead of $10,000. In addition to the cash fee the company also issued the consultant 5,500,000 restricted shares of its common stock as consideration for the services. All of the other terms of the original consulting agreement remain in effect. All fees paid to the consultant during the twelve month period ended December 31, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement. |
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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 preapproved expenses. In August of 2013, the Company and the consultant agreed to amend the original agreement so that the agreement reflects that the Company will pay the consultant a minimum of $4,000 per month in shares of its restricted common stock. The Company also agreed to pay expenses, including travel, lodging, meals and entertainment and other out of pocket expenses, for archaeological research of historic shipwrecks and the attendance of the consultant at events related to historical shipwrecks and the archaeology, exploration, and recovery of historical shipwrecks. |
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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. During the twelve month period ended December 31, 2013, the Company had issued the consultant 200,000 shares of its restricted common stock which is included as an expense in consulting and contractor fees in the accompanying income statement. |
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In May of 2013, the Company issued 4,000,000 shares of its restricted common stock to one of its attorneys as payment for legal services rendered. The 4,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement. |
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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 preapproved expenses. |
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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. |
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In August of 2013, the Company entered into a consulting agreement with a corporation to provide corporate planning, strategy negotiations, and researching statutory requirements for shipwreck salvage at the federal, state and international levels, research and analyze historical data and background data, develop a 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 twelve month period ended December 31, 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. |
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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 preapproved expenses. |
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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. |
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On various dates during the twelve month period ended December 31, 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. |
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In October of 2013, the Company entered into a settlement agreement with an individual who was previously provided legal services to the Company. The Company and the individual agreed that the individual should have received 2,500,000 shares for legal services that the individual had previously provided to the Company. Due to an administrative oversight the individual did not provide an invoice for the services indicating that the shares were owed to him. Upon further investigation and discussion with the individual, management believes that the individual had a reasonable basis to believe that the shares were owed to him and as such it would be in the Company’s best interest to settle the matter by issuing the shares. The 2,500,000 shares were valued at $50,000 based on the closing price of the Company’s stock on the date of issuance and are included as an expense in consulting and contractor fees in the accompanying income statement. |
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In October of 2013, the Company re-entered into an agreement with an individual who was previously a member of the Company’s Board of Directors to continue as a member of 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 500,000 restricted shares of its common stock valued at $10,500. According to the agreement the shares vest at a rate of 41,667 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 preapproved expenses. The shares that vested during 2013 are included as an expense in consulting and contractor fees in the accompanying income statement. |
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In November 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 500,000 restricted shares of its common stock valued at $10,750. According to the agreement the shares vest at a rate of 41,667 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 preapproved expenses. |
In December of 2013, the Company issued 500,000 shares of its restricted common stock to one of its independent contract divers as a bonus for that individual obtaining his commercial boat captain’s license. The shares were also issued in order to induce the independent contractor to continue to provide services to the Company under the same terms and conditions. Management believes that the independent contractor obtaining the captain’s license will benefit the Company. The 500,000 shares were valued at $7,700 based on the closing price of the Company’s stock on the date of issuance and are included as an expense in consulting and contractor fees in the accompanying income statement. |
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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 reporting and corporate financial consulting and services, business planning, strategic planning and corporate advisory services including making strategic recommendations regarding both the short term and the long term objectives of the Company’s business, providing analysis of proposed corporate decisions and identifying and evaluating potential alternative courses of action, identifying and evaluating external threats and opportunities to the Company, and assistance with accounting. The consultant is also authorized to write checks on behalf of the Company and to pay for Company related expenses using a Company issued debit card. The consultant reports directly to the CEO. 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 as well as a partial bonus for the outstanding service provided by the consultant. In addition to the cash fees paid to the consultant during the twelve month periods ending December 31, 2011, 2012 and 2013 the Company paid the consultant a total of 13,000,000 shares of the Company’s restricted common stock in 2011, 3,000,000 shares of the Company’s restricted common stock in 2012, and 2,000,000 share of its restricted stock in 2013. 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 twelve month period ended December 31, 2013 are included as an expense in consulting and contractor fees in the accompanying income statements. |
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The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide general business consulting, industry research, monitoring and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services under the direction and supervision of the Company’s CEO. During the year ended December 31, 2012, the Company paid the related party consultant fees of $26,400. During the year ended December 31, 2013, the Company paid the related party consultant fees of $32,300. During the year ended December 31, 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 year ended December 31, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. |
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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 year ended December 31, 2013, the Company paid the related party transfer agency fees of $4,864. |
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All fees paid to the related party consultant during the year ended December 31, 2013 are included as an expense in consulting and contractor fees in the accompanying income statement for the year. At December 31, 2013, the Company owed the related party limited liability company $8,625 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 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 in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 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 year ended December 31, 2013 the Company has issued the related party limited liability company a total of 1,964,296 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 year ended December 31, 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 company was also named as a defendant due to its business relationship with the Company. All fees paid to the related party consultant during the years ended December 31, 2013 and 2012 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. |