Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
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 | 31-Mar-14 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'The purpose of this Amendment No. 2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on May 15, 2014 (the "Form 10-Q") is solely to amend the disclosures regarding the accounting treatment and value of certain convertible promissory notes and to make the corresponding adjustments to the financial statements and notes to financial statements included herewith. No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any other disclosures made in the original Form 10-Q. | ' |
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 | ' | 877,333,426 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_BALANCE_SHEETS_Unaud
CONDENSED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | ' | $578 |
Prepaid expenses | ' | 26,824 |
Advances to shareholder | ' | 3,267 |
Due from shareholder | ' | ' |
Deposits and other receivables | ' | 1,183 |
Total current assets | ' | 31,852 |
Property and equipment, net | ' | 130,239 |
Investment in common stock | ' | 1,100 |
Total Assets | ' | 163,191 |
Current liabilities: | ' | ' |
Accounts payable and accrued expense | ' | 142,583 |
Convertible notes payable, net of discounts of $34,294 and $120,533 | ' | 139,457 |
Convertible notes payable, related parties, net of discounts of $20,531 and $26,889 | ' | 24,111 |
Convertible notes payable, in default | ' | 191,300 |
Convertible notes payable, in default - related parties | ' | 113,500 |
Convertible notes payable, at fair value | ' | ' |
Notes payable, in default | ' | 30,000 |
Notes payable, in default - related parties | ' | 7,500 |
Total current liabilities | ' | 648,451 |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | ' | ' |
Common stock, $0.0001 par value - 950,000,000 shares authorized; 874,532,999 and 844,216,349 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | ' | 84,422 |
Additional paid-in capital | ' | 7,453,578 |
Accumulated deficit during development stage | ' | -8,023,260 |
Total stockholders' deficit | ' | -485,260 |
Total liabilities and stockholders' deficit | ' | 163,191 |
Series A Preferred Stock | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | ' | ' |
Series B Preferred Stock | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | ' | ' |
Restated | ' | ' |
Current assets: | ' | ' |
Cash | 27,587 | ' |
Prepaid expenses | 15,462 | ' |
Advances to shareholder | 3,267 | ' |
Due from shareholder | 1,542 | ' |
Deposits and other receivables | 1,183 | ' |
Total current assets | 49,041 | ' |
Property and equipment, net | 121,743 | ' |
Investment in common stock | 1,100 | ' |
Total Assets | 171,884 | ' |
Current liabilities: | ' | ' |
Accounts payable and accrued expense | 150,126 | ' |
Convertible notes payable, net of discounts of $34,294 and $120,533 | 110,711 | ' |
Convertible notes payable, related parties, net of discounts of $20,531 and $26,889 | 21,969 | ' |
Convertible notes payable, in default | 251,300 | ' |
Convertible notes payable, in default - related parties | 153,500 | ' |
Convertible notes payable, at fair value | 172,940 | ' |
Notes payable, in default | 30,000 | ' |
Notes payable, in default - related parties | 7,500 | ' |
Total current liabilities | 898,046 | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | ' | ' |
Common stock, $0.0001 par value - 950,000,000 shares authorized; 874,532,999 and 844,216,349 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 87,230 | ' |
Additional paid-in capital | 7,795,611 | ' |
Accumulated deficit during development stage | -8,559,003 | ' |
Total stockholders' deficit | -726,162 | ' |
Total liabilities and stockholders' deficit | $171,884 | ' |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Discounts on convertible notes payable | ' | $120,533 |
Discounts on convertible notes payable, related parties | ' | 26,889 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred Stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 874,532,999 | 844,216,349 |
Common Stock, shares outstanding | 874,532,999 | 844,216,349 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Restated | ' | ' |
Discounts on convertible notes payable | 34,294 | ' |
Discounts on convertible notes payable, related parties | $20,531 | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 50,000,000 | ' |
Preferred stock, shares issued | ' | ' |
Preferred Stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 950,000,000 | ' |
Common stock, shares issued | 874,532,999 | ' |
Common Stock, shares outstanding | 874,532,999 | ' |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 85 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Restated | Restated | ||
Revenue | ' | ' | ' |
Expenses: | ' | ' | ' |
Consulting and contractor expenses | 288,236 | 201,928 | 4,604,681 |
Professional fees | 35,042 | 29,932 | 814,858 |
General and administrative expenses | 19,728 | 20,319 | 404,511 |
Depreciation expense | 8,496 | 8,496 | 210,678 |
Rent expense | 21,618 | 5,876 | 159,976 |
Vessel expenses | 38,371 | 11,820 | 517,175 |
Travel and entertainment | 15,538 | 34,433 | 356,849 |
Other operating expenses | ' | ' | 13,187 |
Total operating expenses | 427,029 | 312,804 | 7,081,915 |
Income from operations | -427,029 | -312,804 | -7,081,915 |
Other income (expense) | ' | ' | ' |
Interest expense | -33,710 | -22,939 | -1,258,650 |
Interest income | 80,609 | ' | 243,922 |
Loss on impairment | ' | ' | -42,800 |
Loss on extinguishment of debt | -38,447 | ' | -419,560 |
Total other income (expense) | 8,452 | -222,939 | -1,477,088 |
Net loss | ($418,577) | ($535,743) | ($8,559,003) |
Net loss per share - basic and diluted | ' | ' | ' |
Weighted average common shares outstanding - basic and diluted | 753,178,202 | 865,882,776 | ' |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | 85 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Restated | Restated | ||
Operating activities | ' | ' | ' |
Net loss | ($418,577) | ($535,743) | ($8,559,003) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ' | ' | ' |
Depreciation | 8,496 | 8,496 | 210,678 |
Change in allowance for uncollectible note receivable | ' | ' | 38,867 |
Amortization of deferred financing costs | ' | ' | 59,605 |
Loss on extinguishment of debt | ' | ' | 381,113 |
Write-off of uncollectible deposits | ' | ' | 20,000 |
Accrued interest on note receivable | ' | ' | -11,705 |
Loss on impairment | ' | ' | 42,800 |
Amortization of beneficial conversion feature of the notes payable | 15,345 | 138,453 | 183,810 |
Interest (income) expense on fair value adjustment on convertible notes payable | -80,609 | 82,940 | 533,293 |
Common stock issued for services | 690,180 | 83,745 | 3,361,883 |
Common stock issued for legal services | 51,199 | 7,683 | 130,106 |
Common stock issued for financing fees | ' | ' | 5,000 |
Decrease (increase) in: | ' | ' | ' |
Prepaid expenses | -426,160 | 11,362 | -28,295 |
Advances to shareholders | ' | -1,542 | -2,557 |
Deposits and other receivables | ' | ' | -23,346 |
Accounts payable and accrued expenses | -8,358 | -140 | 291,303 |
Net cash provided (used) by operating activities | -168,484 | -204,746 | -3,373,511 |
Cash flows from investing activities: | ' | ' | ' |
Principal payments from notes receivable | ' | ' | -25,000 |
Purchase of common stock | ' | ' | -34,100 |
Property and equipment acquisitions | ' | ' | -325,000 |
Net cash provided (used) by investing activities | ' | ' | -384,100 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from the issuance of common stock | 151,845 | 105,250 | 2,431,137 |
Proceeds from the issuance of convertible notes payable | 79,000 | 126,505 | 1,058,295 |
Proceeds from the issuance of convertible notes payable, related party | 55,500 | ' | 100,566 |
Proceeds from issuance of notes payable | ' | ' | 286,500 |
Proceeds from issuance of notes payable, related parties | ' | ' | 8,500 |
Payments on convertible notes payable | -30,000 | ' | -46,000 |
Payments on notes payable | ' | ' | -57,500 |
Payments on notes payable, related parties | ' | ' | -1,000 |
Proceeds from loans from stockholders | ' | ' | 40,925 |
Payments on loans from stockholders | ' | ' | -36,225 |
Net cash provided by financing activities | 256,345 | 231,755 | 3,785,198 |
Net increase (decrease) in cash | 87,861 | 27,009 | 27,587 |
Cash - beginning | 43,919 | 578 | ' |
Cash - ending | 131,780 | 27,587 | 27,587 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest expense | ' | ' | 3,600 |
Cash paid for income taxes | ' | ' | ' |
Noncash operating and financing activities: | ' | ' | ' |
Due to Organetix, Inc. reclassified to additional paid-in capital | ' | ' | 91,500 |
Common stock issued in connection with a joint venture | ' | ' | 9,800 |
Common stock issued to satisfy debt | ' | 7,683 | 141,140 |
Common stock issued to satisfy minimum value guaranteed | ' | ' | 87,667 |
Convertible debt converted and accrued interest to common stock | ' | 61,800 | 1,571,400 |
Common stock issued in exchange for property and equipment | ' | ' | $7,420 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2014 | |
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 |
Mar. 31, 2014 | |
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 $8,559,003 since inception. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from May 13, 2014. 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. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
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 | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Company’s condensed financial statements. The condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the condensed financial statements. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The Company and its Subsidiary have been consolidated for financial statement purposes. All significant intercompany transactions and balances have been eliminated. | |||||||||||||||||
Accounting Method | |||||||||||||||||
The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company 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 March 31, 2014 and 2013, and for the period from inception to March 31, 2014, 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 March 31, 2014 and 2013. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: | |||||||||||||||||
● | 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. | ||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2014: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of derivative liability | 172,940 | - | $ | - | $ | 172,940 | |||||||||||
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 March 31, 2014 and December 31, 2013. 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. | |||||||||||||||||
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. There were no impairment charges recorded during the periods ended March 31, 2014 and 2013. | |||||||||||||||||
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 March 31, 2014, 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. | |||||||||||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Convertible Notes Payable at Fair Value | |||||||||||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). | |||||||||||||||||
The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-04. This update clarifies how entities measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. This guidance is effective for fiscal years beginning after December 15, 2013 and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
In April 2013, the FASB issued ASU 2013-07 to clarify when it is appropriate to apply the liquidation basis of accounting. Additionally, the update provides guidance for recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. Under the amendment, entities are required to prepare their financial statements under the liquidation basis of accounting when a liquidation becomes imminent. This guidance is effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11 which provides guidance relating to the financial statement presentation of unrecognized tax benefits. The update provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carry forward, a similar tax loss or a tax credit carry forward, if such settlement is required or expected in the event the uncertain tax position is disallowed. This update does not require any new recurring disclosures and is effective for public entities for fiscal years beginning after December 15, 2013, and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
LOSS_PER_SHARE
LOSS PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
LOSS PER SHARE | ' | ||||||||
NOTE 4 - LOSS PER SHARE | |||||||||
Components of loss per share for the three months ended March 31, 2014 and 2013 are as follows: | |||||||||
For the Three Months Ended | For the Three Months Ended | ||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Net loss attributable to common stockholders | $ | (535,743 | ) | $ | -418,577 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 865,882,776 | 753,178,202 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
CAPITAL STOCK | ' |
NOTE 5 – CAPITAL STOCK | |
Common Stock | |
The Company is authorized to issue 950,000,000 shares of $0.0001 par value common stock. | |
Series B Preferred Stock | |
On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common shares of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 Three Months Ended March | For the Year Ended December | ||||||||
31, 2013 | 31, 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 March 31, 2014 and December 31, 2013, the Company’s only significant deferred income tax asset was an estimated net tax operating loss of approximately $8,559,000 and $8,023,000 respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of March 31, 2014 and December 31, 2013. Management has evaluated tax positions in accordance with ASC 740 and has not identified any tax positions, other than those discussed above, that require disclosure. |
LEASE_OBLIGATION
LEASE OBLIGATION | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
LEASE OBLIGATION | ' |
NOTE 7 - LEASE OBLIGATION | |
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 from July 1, 2013 to June 30, 2014 and a base monthly rent of $1,235 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 | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ' | |||||||||||||
NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||||||||||||||
The Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under ASC 815-40. The note payable conversion feature of the outstanding convertible debt 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. 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. | ||||||||||||||
Convertible Notes Payable | ||||||||||||||
The following table reflects the convertible notes payable as of March 31, 2014: | ||||||||||||||
Issue | Maturity | March 31, | Interest | Conversion | ||||||||||
Date | Date | 2014 | Rate | Rate | ||||||||||
Convertible notes Payable: | ||||||||||||||
28-Jan-13 | 28-Jan-14 | $ - | 6.00% | 0.0050 | ||||||||||
28-Jan-13 | 28-Jan-14 | - | 6.00% | 0.0050 | ||||||||||
21-Oct-13 | 21-Apr-14 | 40,000 | 6.00% | 0.0100 | ||||||||||
4-Oct-13 | 4-Apr-14 | 50,000 | 6.00% | 0.0125 | ||||||||||
30-Oct-13 | 30-Oct-14 | 50,000 | 6.00% | 0.0060 | ||||||||||
11-Mar-14 | 11-Sep-14 | 5,005 | 6.00% | 0.0070 | ||||||||||
145,005 | ||||||||||||||
Unamortized discounts | (34,294) | |||||||||||||
Balance | $ 110,711 | |||||||||||||
Convertible notes payable, in default | ||||||||||||||
31-Oct-12 | 30-Apr-13 | $ 8,000 | 6.00% | 0.0040 | ||||||||||
16-Jul-12 | 16-Jul-13 | 5,000 | 6.00% | Variable | ||||||||||
20-Nov-12 | 20-May-13 | 50,000 | 6.00% | 0.0050 | ||||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | 6.00% | 0.0040 | ||||||||||
28-Jan-13 | 28-Jan-14 | 25,000 | 6.00% | 0.0050 | ||||||||||
28-Jan-13 | 28-Jan-14 | 25,000 | 6.00% | 0.0050 | ||||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | 6.00% | 0.0060 | ||||||||||
25-Sep-13 | 25-Mar-14 | 10,000 | 6.00% | 0.0125 | ||||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 10.00% | 0.0150 | ||||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 6.00% | 0.0080 | ||||||||||
12-Nov-10 | 7-Nov-11 | 40,000 | 6.00% | 0.0050 | ||||||||||
251,300 | ||||||||||||||
Unamortized discount | - | |||||||||||||
Balance | $ 251,300 | |||||||||||||
Convertible notes payable - related party, in default | ||||||||||||||
7-Jan-13 | 30-Jun-13 | 7,500 | 6.00% | 0.004 | ||||||||||
19-Jan-13 | 30-Jul-13 | 15,000 | 6.00% | 0.004 | ||||||||||
7-Feb-13 | 7-Aug-13 | 10,000 | 6.00% | 0.005 | ||||||||||
9-Jul-13 | 19-Jan-13 | 15,000 | 6.00% | 0.015 | ||||||||||
9-Jan-09 | 9-Jan-10 | 10,000 | 10.00% | 0.015 | ||||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6.00% | 0.005 | ||||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 8.00% | 0.004 | ||||||||||
17-Jul-13 | 17-Jan-14 | 30,000 | 6.00% | 0.01 | ||||||||||
26-Jul-13 | 26-Jan-14 | 10,000 | 6.00% | 0.01 | ||||||||||
153,500 | ||||||||||||||
Unamortized discount | - | |||||||||||||
Balance | $ 153,500 | |||||||||||||
Convertible notes payable - related party | ||||||||||||||
12-Nov-13 | 12-May-14 | 11,000 | 6.00% | 0.0125 | ||||||||||
17-Jan-14 | 17-Jul-14 | 31,500 | 6.00% | 0.006 | ||||||||||
42,500 | ||||||||||||||
Unamortized discount | (20,531) | |||||||||||||
Balance | $ 21,969 | |||||||||||||
Between January 1, 2014 and March 31, 2014, the Company issued two (2) convertible notes payable totaling $36,505. Each note includes interest at 6%. 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): | ||||||||||||||
Face value of convertible notes payable | $ | 36,505 | ||||||||||||
Beneficial conversion feature | (23,130 | ) | ||||||||||||
Carrying value | $ | 13,375 | ||||||||||||
The discounts on the convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the term of the debt agreement. For the three months ended March 31, 2014, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $129,000. The aggregate carrying value of these convertible notes at March 31, 2014 was approximately $48,000. | ||||||||||||||
Notes Payable | ||||||||||||||
The following table reflects the notes payable as of March 31, 2014 and December 31, 2013: | ||||||||||||||
Maturity Date | March | December | Interest Rate | |||||||||||
Issue Date | 31, 2014 | 31, 2013 | ||||||||||||
Notes payable, in default –related parties: | ||||||||||||||
24-Feb-10 | 24-Feb-11 | $ | 7,500 | 7,500 | 6 | % | ||||||||
Notes payable, in default: | ||||||||||||||
June 23, 2011 | 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 March 31, 2014 and December 31, 2013, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $68,459 and $59,267, respectively, and included in accounts payable and accrued liabilities on the accompanying balance sheets. | ||||||||||||||
Convertible Notes Payable and Notes Payable, in Default | ||||||||||||||
The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital. | ||||||||||||||
The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into 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. | ||||||||||||||
Convertible Notes at Fair Value | ||||||||||||||
Convertible Note Payable Dated January 16, 2014 at Fair Value | ||||||||||||||
On January 16, 2014, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $50,000, bears interest at 6.0% per annum and is due on July 16, 2014. 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 50% multiplied by the lowest closing price during the last twenty (20) trading days prior to closing, but not less than $0.002 per share. | ||||||||||||||
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 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, the Company recognized a day-one derivative loss totaling 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 of $51,431 on the derivative financial instrument and is included in interest expense. 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 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. | ||||||||||||||
At March 31, 2014, the $50,000 face value convertible note payable was recorded at its fair value of $100,600. | ||||||||||||||
Convertible Note Payable Dated March 17, 2014 at Fair Value | ||||||||||||||
On March 17, 2014, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $40,000, bears interest at 8.0% per annum and is due on March 17, 2015. 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 57% multiplied by the average of the lowest bid price two trading prices for the Company’s common stock during the fifteen (15) trading day period including the day the notice of conversion is received by 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. | ||||||||||||||
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 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, the Company recognized day-one derivative loss totaling $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 $31,321 loss on the derivative financial instrument and is included in interest expense. 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 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 default the interest rate is increase to 24% per annum. | ||||||||||||||
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. | ||||||||||||||
At March 31, 2014, the $40,000 face value convertible note payable was recorded at its fair value of $72,340. | ||||||||||||||
The following tables summarize the effects on earnings associated with changes in the fair values of the convertible notes payable, at fair value for the three months ended March 31, 2014: | ||||||||||||||
Face value of the convertible notes payable | $ | 90,000 | ||||||||||||
Interest expense to record the convertible notes at | ||||||||||||||
fair value on the date of issuance | 82,752 | |||||||||||||
Interest expense to mark to market the convertible notes to | ||||||||||||||
on Mach 31, 2014 | 188 | |||||||||||||
March 31, 2014 fair value | $ | 172,940 | ||||||||||||
MATERIAL_AGREEMENTS
MATERIAL AGREEMENTS | 3 Months Ended |
Mar. 31, 2014 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' |
MATERIAL AGREEMENTS | ' |
NOTE 9 – MATERIAL AGREEMENTS | |
Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida | |
On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. Further actions toward the permitting have been taken for such site and the Company and partnership are awaiting the review of such permit request by the State of Florida. As of March 31, 2014, the partnership has had no operations. | |
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 Company 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 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. 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 for breach of contract, equitable relief and injunctive relief. | |
Florida Division of Historical Resources Agreemenst/Permits | |
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. 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. | |
On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit the Company began remote sensing at the site with a cesium vapor magnotemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2 testing was done which confirmed a mid to late 18th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects the Company is not pursuing Phase 3 at the Lantana site at this time but review the site at a later date that has not yet been determined. | |
Certain Other Agreements | |
In January of 2013, the Company entered into an agreement with a marine survey company. Under the terms of the agreement the survey company agreed to provide a forty foot survey vessel and captain in order to provide multi-beam data collection and processing on a daily basis for an area to be designated by the Company. Processed data will be provided to the Company in order to evaluate the area that was surveyed. | |
In February 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 2,000,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for preapproved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying 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 general business consulting, industry research, monitoring and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services under the direction and supervision of the Company’s CEO. All fees paid to the related party consultant during the year ended March 31, 2014 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. At March 31, 2014, the Company owed the related party limited liability company $5,819 for transfer agency services rendered. In January 2014 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $7,683 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 768,293 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $7,683 from the sale of the stock, then the consultant is entitled to receive up to an additional 700,000 shares of common stock or a cash payment until the balance is paid in full. In March 2014 the related party limited liability company also agreed to provide various corporate consulting, strategic planning and training under a separate consulting agreement and the Company agreed to pay 500,000 shares of its restricted common stock under the consulting agreement. All fees paid to the related party consultant during the period ended March 31, 2014 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. | |
The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for providing ongoing business advisory and strategic planning and consulting services, IT management, and assistance with financial reporting and administrative services. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion. No stock compensation was issued to the consultant during the period ended March 31, 2104. 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 during the three month period ended March 31, 2014 are included as an expense in consulting and contractor fees in the accompanying income statements. | |
The Company has an ongoing agreement to pay a limited liability company a monthly fee for archeological and the review of historic shipwreck research consulting services. During the period ended March 31, 2014, the Company paid the consultant 3,200,000 of its restricted common stock. All fees paid to the consultant during the period ended March 31, 2014 are included as an expense in consulting and contractor fees in the accompanying statements of operations. |
DIVISON_OF_ARTIFACTS_AND_TREAS
DIVISON OF ARTIFACTS AND TREASURE | 3 Months Ended | ||
Mar. 31, 2014 | |||
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ||
DIVISON OF ARTIFACTS AND TREASURE | ' | ||
NOTE 10 – 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 |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
LEGAL PROCEEDINGS | ' |
NOTE 11 – 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. Such counterclaims were filed in December 2013. Included in the 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 filed 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, and Christine Zitman. On April 23, 2014, the trial court ruled on the Counter-Claim Defendants’ motion to dismiss and ordered the dismissal of the claims for section 517.301 violations, conspiracy and fraud. The court ruled that the Corporation did not have standing and was not in privity with the counter-claim defendants at the time of their alleged actions so the company could not maintain the action, unlike private shareholders who could have standing. Thus the Company attempted to protect the shareholders by such suit, but was ruled against as not having standing to do so. | |
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 attorney’s 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 collected such attorney’s fees through counsel. Such case was remanded to the Circuit Court in Hillsborough County, where Seafarer had the motion to file the Counterclaims and Third Party Claims heard and an Order Granting the filing and service of such claims was made by Circuit Judge Paul Huey on December 13, 2013. Seafarer filed such complaint and served such Counterclaim Defendants and Third Party Defendants during the months of December 2013 and January 2014. Such complaint included claims by Seafarer 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 believes this pattern activity. | |
Such litigation continues and the Company will continue to fight the release of such shares for sale. It is the position of Seafarer that due to the actions involved with such shares, they are tainted and should be ordered to be cancelled. Seafarer intends to continuously pursue this defense will assist any shareholders with any claims they may have against the Plaintiffs who hold such shares as to their actions which may have harmed any shareholders who were shareholders at the time of the Plaintiff’s action. | |
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 six person 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. | |
On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure cite at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. 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. Seafarer expects to have such final judgment within 90 days of March 1, 2014, unless another party or person responds to such lawsuit, including publication of such matter under Florida law. Such publication is currently occurring and the Company will seek judgment when a default occurs. The Company expects that it will gain all contractual and complete permit rights to the artifact area under its complete control and remove all interest Tulco had in the partnership. | |
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. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 12 – RELATED PARTY TRANSACTIONS | |
During the three month period ended March 31, 2014: | |
In January of 2014, a related party shareholder provided the Company with short term loan proceeds totaling $2,000. The Company repaid the related party shareholder the entire $2,000 balance prior to March 31, 2014. The Company did not pay any interest or fees to the related party shareholder for providing the short term loan. | |
In January of 2014, the Company entered into a convertible loan agreement in the amount of $31,500 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 July 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 $0.006 per share. | |
In February of 2014, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 2,000,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. The 2,000,000 shares are included as an expense 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 general business consulting, industry research, monitoring and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services under the direction and supervision of the Company’s CEO. All fees paid to the related party consultant during the year ended March 31, 2014 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. At March 31, 2014, the Company owed the related party limited liability company $5,819 for transfer agency services rendered. In January 2014 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $7,683 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 768,293 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $7,683 from the sale of the stock, then the consultant is entitled to receive up to an additional 700,000 shares of common stock or a cash payment until the balance is paid in full. In March 2014 the related party limited liability company also agreed to provide various corporate consulting, strategic planning and training under a separate consulting agreement and the Company agreed to pay 500,000 shares of its restricted common stock under the consulting agreement. All fees paid to the related party consultant during the period ended March 31, 2014 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. | |
At March 31, 2014 the following promissory notes and shareholder loans were outstanding to related parties: | |
A convertible note payable dated January 9, 2009, due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 10% per annum with interest payments to be paid monthly and is convertible at the note holder’s option into the Company’s common stock at $0.015 per share. The convertible note payable was due on or before January 9, 2010 and is secured. This 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. | |
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. | |
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. | |
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 was due on or before December 19, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest. | |
A convertible note payable dated July 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, 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 $0.01 per share. The convertible note payable is due on or before January 26, 2014 and is not secured. | |
A convertible note payable dated November 12, 2013, due to a person related to the Company’s CEO with a face amount of $11,000. 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 $0.0125 per share. The convertible note payable is due on or before May 12, 2014 and is not secured. | |
A convertible note payable dated January 17, 2014, due to a person related to the Company’s CEO with a face amount of $31,500. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.006 per share. The convertible note payable is due on or before July 17, 2014 and is not secured. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
None. |
RESTATEMENT
RESTATEMENT | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ||||||||||||
RESTATEMENT | ' | ||||||||||||
NOTE 14 - RESTATEMENT | |||||||||||||
In connection with the review of convertible debt as of March 31, 2014, the Company identified an accounting interpretation issue in the accounting for two (2) convertible notes issued by two separate unrelated third party entities. The notes were issued on January 16, 2014 and March 17, 2014. | |||||||||||||
The effects of the restatement on reported amounts for the three months ended March 31, 2014 are presented below in the following tables: | |||||||||||||
31-Mar-14 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Total assets | $ | 171,884 | $ | - | $ | 171,884 | |||||||
Accounts payable and accrued expense | $ | 150,126 | $ | - | $ | 150,126 | |||||||
Convertible notes payable, net of discounts | 140,906 | (30,195 | ) | 110,711 | |||||||||
Convertible notes payable, related parties, net of discounts | 21,958 | 11 | 21,969 | ||||||||||
Convertible notes payable, in default | 251,300 | - | 251,300 | ||||||||||
Convertible notes payable, in default - related parties | 153,500 | - | 153,500 | ||||||||||
Derivative liability | 22,291 | (22,291 | ) | ||||||||||
Convertible notes payable, at fair value | - | 172,940 | 172,940 | ||||||||||
Notes payable, in default | 30,000 | - | 30,000 | ||||||||||
Notes payable, in default - related parties | 7,500 | - | 7,500 | ||||||||||
Total liabilities | 777,581 | 120,465 | 898,046 | ||||||||||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | |||||||||||||
Series A preferred stock, $0.0001 par value - 7 shares authorized; 7 shares issued | |||||||||||||
and outstanding at March 31, 2014 and December 31, 2013 | - | - | - | ||||||||||
Series B preferred stock, $0.0001 par value - 60 shares authorized; 60 shares issued | |||||||||||||
and outstanding at March 31, 2014 and December 31, 2013 | - | - | - | ||||||||||
Common stock, $0.0001 par value - 950,000,000 shares authorized; 874,532,999 and | |||||||||||||
844,216,349 shares issued and outstanding at March 31, 2014 | 87,230 | - | 87,230 | ||||||||||
Additional paid-in capital | 7,795,611 | (50,000 | ) | 7,745,611 | |||||||||
Accumulated deficit | (8,488,538 | ) | (70,465 | ) | (8,559,003 | ) | |||||||
Total stockholders' deficit | (605,697 | ) | (120,465 | ) | (726,162 | ) | |||||||
Total liabilities and stockholders' deficit | $ | 171,884 | $ | - | $ | 171,884 | |||||||
Three months ended March 31, 2014 | |||||||||||||
As reported | Adjustments | As restated | |||||||||||
Revenue | $ | - | $ | - | $ | - | |||||||
Total operating expenses | 312,804 | - | 312,804 | ||||||||||
Loss from operations | (312,804 | ) | - | (312,804 | ) | ||||||||
Other income (expense): | |||||||||||||
Interest expense | (161,762 | ) | (61,177 | ) | (222,939 | ) | |||||||
Gain (loss) on change in fair value of derivatives | 9,288 | (9,288 | ) | - | |||||||||
Net loss | $ | (465,278 | ) | $ | (70,465 | ) | $ | (535,743 | ) | ||||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The Company and its Subsidiary have been consolidated for financial statement purposes. All significant intercompany transactions and balances have been eliminated. | |||||||||||||||||
Accounting Method | ' | ||||||||||||||||
Accounting Method | |||||||||||||||||
The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||||||
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 March 31, 2014 and 2013, and for the period from inception to March 31, 2014, 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 March 31, 2014 and 2013. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: | |||||||||||||||||
● | 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. | ||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2014: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of derivative liability | 172,940 | - | $ | - | $ | 172,940 | |||||||||||
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 March 31, 2014 and December 31, 2013. 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. | |||||||||||||||||
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. There were no impairment charges recorded during the periods ended March 31, 2014 and 2013. | |||||||||||||||||
Employee Stock Based Compensation | ' | ||||||||||||||||
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 March 31, 2014, the Company has not implemented an employee stock based compensation plan. | |||||||||||||||||
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. | |||||||||||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Convertible Notes Payable at Fair Value | ' | ||||||||||||||||
Convertible Notes Payable at Fair Value | |||||||||||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). | |||||||||||||||||
The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-04. This update clarifies how entities measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. This guidance is effective for fiscal years beginning after December 15, 2013 and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
In April 2013, the FASB issued ASU 2013-07 to clarify when it is appropriate to apply the liquidation basis of accounting. Additionally, the update provides guidance for recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. Under the amendment, entities are required to prepare their financial statements under the liquidation basis of accounting when a liquidation becomes imminent. This guidance is effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11 which provides guidance relating to the financial statement presentation of unrecognized tax benefits. The update provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carry forward, a similar tax loss or a tax credit carry forward, if such settlement is required or expected in the event the uncertain tax position is disallowed. This update does not require any new recurring disclosures and is effective for public entities for fiscal years beginning after December 15, 2013, and interim reporting periods thereafter. This update is not expected to have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Fair value of derivative liability | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of derivative liability | $ | 172,940 | - | $ | - | $ | 172,940 |
LOSS_PER_SHARE_Tables
LOSS PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Components of loss per share | ' | ||||||||
For the Three Months Ended | For the Three Months Ended | ||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Net loss attributable to common stockholders | $ | (535,743 | ) | $ | -418,577 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 865,882,776 | 753,178,202 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Difference between income taxes computed at the federal statutory rate and the provision for income taxes | ' | ||||||||
For the Three Months Ended March | For the Year Ended December | ||||||||
31, 2013 | 31, 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 | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Convertible notes payable | ' | |||||||||||||
Issue | Maturity | March 31, | Interest | Conversion | ||||||||||
Date | Date | 2014 | Rate | Rate | ||||||||||
Convertible notes Payable: | ||||||||||||||
28-Jan-13 | 28-Jan-14 | $ - | 6.00% | 0.0050 | ||||||||||
28-Jan-13 | 28-Jan-14 | - | 6.00% | 0.0050 | ||||||||||
21-Oct-13 | 21-Apr-14 | 40,000 | 6.00% | 0.0100 | ||||||||||
4-Oct-13 | 4-Apr-14 | 50,000 | 6.00% | 0.0125 | ||||||||||
30-Oct-13 | 30-Oct-14 | 50,000 | 6.00% | 0.0060 | ||||||||||
11-Mar-14 | 11-Sep-14 | 5,005 | 6.00% | 0.0070 | ||||||||||
145,005 | ||||||||||||||
Unamortized discounts | (34,294) | |||||||||||||
Balance | $ 110,711 | |||||||||||||
Convertible notes payable, in default | ||||||||||||||
31-Oct-12 | 30-Apr-13 | $ 8,000 | 6.00% | 0.0040 | ||||||||||
16-Jul-12 | 16-Jul-13 | 5,000 | 6.00% | Variable | ||||||||||
20-Nov-12 | 20-May-13 | 50,000 | 6.00% | 0.0050 | ||||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | 6.00% | 0.0040 | ||||||||||
28-Jan-13 | 28-Jan-14 | 25,000 | 6.00% | 0.0050 | ||||||||||
28-Jan-13 | 28-Jan-14 | 25,000 | 6.00% | 0.0050 | ||||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | 6.00% | 0.0060 | ||||||||||
25-Sep-13 | 25-Mar-14 | 10,000 | 6.00% | 0.0125 | ||||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 10.00% | 0.0150 | ||||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 6.00% | 0.0080 | ||||||||||
12-Nov-10 | 7-Nov-11 | 40,000 | 6.00% | 0.0050 | ||||||||||
251,300 | ||||||||||||||
Unamortized discount | - | |||||||||||||
Balance | $ 251,300 | |||||||||||||
Convertible notes payable - related party, in default | ||||||||||||||
7-Jan-13 | 30-Jun-13 | 7,500 | 6.00% | 0.004 | ||||||||||
19-Jan-13 | 30-Jul-13 | 15,000 | 6.00% | 0.004 | ||||||||||
7-Feb-13 | 7-Aug-13 | 10,000 | 6.00% | 0.005 | ||||||||||
9-Jul-13 | 19-Jan-13 | 15,000 | 6.00% | 0.015 | ||||||||||
9-Jan-09 | 9-Jan-10 | 10,000 | 10.00% | 0.015 | ||||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6.00% | 0.005 | ||||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 8.00% | 0.004 | ||||||||||
17-Jul-13 | 17-Jan-14 | 30,000 | 6.00% | 0.01 | ||||||||||
26-Jul-13 | 26-Jan-14 | 10,000 | 6.00% | 0.01 | ||||||||||
153,500 | ||||||||||||||
Unamortized discount | - | |||||||||||||
Balance | $ 153,500 | |||||||||||||
Convertible notes payable - related party | ||||||||||||||
12-Nov-13 | 12-May-14 | 11,000 | 6.00% | 0.0125 | ||||||||||
17-Jan-14 | 17-Jul-14 | 31,500 | 6.00% | 0.006 | ||||||||||
42,500 | ||||||||||||||
Unamortized discount | (20,531) | |||||||||||||
Balance | $ 21,969 | |||||||||||||
Allocation of purchase on financing date | ' | |||||||||||||
Face value of convertible notes payable | $ | 36,505 | ||||||||||||
Beneficial conversion feature | (23,130 | ) | ||||||||||||
Carrying value | $ | 13,375 | ||||||||||||
Notes payable | ' | |||||||||||||
Maturity Date | March | December | Interest Rate | |||||||||||
Issue Date | 31, 2014 | 31, 2013 | ||||||||||||
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 | ||||||||||||
Change in fair values of the convertible notes payable | ' | |||||||||||||
Face value of the convertible notes payable | $ | 90,000 | ||||||||||||
Interest expense to record the convertible notes at | ||||||||||||||
fair value on the date of issuance | 82,752 | |||||||||||||
Interest expense to mark to market the convertible notes to | ||||||||||||||
on Mach 31, 2014 | 188 | |||||||||||||
March 31, 2014 fair value | $ | 172,940 |
Restatement_Tables
Restatement (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ||||||||||||
Restatement | ' | ||||||||||||
31-Mar-14 | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Total assets | $ | 171,884 | $ | - | $ | 171,884 | |||||||
Accounts payable and accrued expense | $ | 150,126 | $ | - | $ | 150,126 | |||||||
Convertible notes payable, net of discounts | 140,906 | (30,195 | ) | 110,711 | |||||||||
Convertible notes payable, related parties, net of discounts | 21,958 | 11 | 21,969 | ||||||||||
Convertible notes payable, in default | 251,300 | - | 251,300 | ||||||||||
Convertible notes payable, in default - related parties | 153,500 | - | 153,500 | ||||||||||
Derivative liability | 22,291 | (22,291 | ) | ||||||||||
Convertible notes payable, at fair value | - | 172,940 | 172,940 | ||||||||||
Notes payable, in default | 30,000 | - | 30,000 | ||||||||||
Notes payable, in default - related parties | 7,500 | - | 7,500 | ||||||||||
Total liabilities | 777,581 | 120,465 | 898,046 | ||||||||||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | |||||||||||||
Series A preferred stock, $0.0001 par value - 7 shares authorized; 7 shares issued | |||||||||||||
and outstanding at March 31, 2014 and December 31, 2013 | - | - | - | ||||||||||
Series B preferred stock, $0.0001 par value - 60 shares authorized; 60 shares issued | |||||||||||||
and outstanding at March 31, 2014 and December 31, 2013 | - | - | - | ||||||||||
Common stock, $0.0001 par value - 950,000,000 shares authorized; 874,532,999 and | |||||||||||||
844,216,349 shares issued and outstanding at March 31, 2014 | 87,230 | - | 87,230 | ||||||||||
Additional paid-in capital | 7,795,611 | (50,000 | ) | 7,745,611 | |||||||||
Accumulated deficit | (8,488,538 | ) | (70,465 | ) | (8,559,003 | ) | |||||||
Total stockholders' deficit | (605,697 | ) | (120,465 | ) | (726,162 | ) | |||||||
Total liabilities and stockholders' deficit | $ | 171,884 | $ | - | $ | 171,884 | |||||||
Three months ended March 31, 2014 | |||||||||||||
As reported | Adjustments | As restated | |||||||||||
Revenue | $ | - | $ | - | $ | - | |||||||
Total operating expenses | 312,804 | - | 312,804 | ||||||||||
Loss from operations | (312,804 | ) | - | (312,804 | ) | ||||||||
Other income (expense): | |||||||||||||
Interest expense | (161,762 | ) | (61,177 | ) | (222,939 | ) | |||||||
Gain (loss) on change in fair value of derivatives | 9,288 | (9,288 | ) | - | |||||||||
Net loss | $ | (465,278 | ) | $ | (70,465 | ) | $ | (535,743 | ) |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 85 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Net losses incurred since inception | $8,559,003 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES - Fair value of derivative liability (Details) (USD $) | Mar. 31, 2014 |
Level 1 | ' |
Fair value of derivative liability | $172,940 |
Level 2 | ' |
Fair value of derivative liability | ' |
Level 3 | ' |
Fair value of derivative liability | ' |
Total | ' |
Fair value of derivative liability | $172,940 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2008 | |
Accounting Policies [Abstract] | ' |
Diving vessel purchase price | $325,000 |
Diving vessel, estimated useful life | '10 years |
LOSS_PER_SHARE_Components_of_l
LOSS PER SHARE - Components of loss per share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Net loss attributable to common stockholders | ($535,743) | ($418,577) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted | 865,882,776 | 753,178,202 |
Loss per share: | ' | ' |
Basic and diluted | $0 | $0 |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | Mar. 31, 2014 | Feb. 10, 2014 | Dec. 31, 2013 |
Common stock, shares authorized | 950,000,000 | ' | 950,000,000 |
Common stock, par value | 0.0001 | ' | 0.0001 |
Authorized preferred shares | 50,000,000 | ' | 50,000,000 |
Series B Preferred Stock | ' | ' | ' |
Authorized preferred shares | 50,000,000 | ' | 50,000,000 |
Voting power total | ' | 60.00% | ' |
INCOME_TAXES_Difference_betwee
INCOME TAXES - Difference between income taxes computed at the federal statutory rate and the provision for income taxes (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 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 $) | Mar. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Net tax operating loss | $8,559,000 | $8,023,000 |
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 (Details) (USD $) | Mar. 31, 2014 | Jan. 16, 2014 |
Convertible notes payable | $145,005 | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | $0.00 |
Convertible notes payable, Unamortized discount | -34,294 | ' |
Convertible notes payable, Total | 110,711 | ' |
Convertible notes payable, in default | 251,300 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Total | 251,300 | ' |
Convertible notes payable - related parties, in default | 153,500 | ' |
Convertible notes payable - related parties, in default, Total | 153,500 | ' |
Convertible notes payable - related party | 42,500 | ' |
Convertible notes payable - related party, Unamortized discount | -20,531 | ' |
Convertible notes payable - related parties, Total | 21,969 | ' |
Note Issued Jan. 28, 2013 | ' | ' |
Convertible notes payable, Maturity date | 28-Jan-14 | ' |
Convertible notes payable | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Maturity date | 28-Jan-14 | ' |
Convertible notes payable, in default | 25,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Jan. 28, 2013 (b) | ' | ' |
Convertible notes payable, Maturity date | 28-Jan-14 | ' |
Convertible notes payable | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Maturity date | 28-Jan-14 | ' |
Convertible notes payable, in default | 25,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Oct 21, 2013 | ' | ' |
Convertible notes payable, Maturity date | 21-Apr-14 | ' |
Convertible notes payable | 40,000 | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Note Issued Oct 4, 2013 | ' | ' |
Convertible notes payable, Maturity date | 12-May-14 | ' |
Convertible notes payable | 50,000 | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Note Issued Oct 30, 2013 | ' | ' |
Convertible notes payable, Maturity date | 30-Oct-14 | ' |
Convertible notes payable | 50,000 | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Note Issued March 11, 2014 | ' | ' |
Convertible notes payable, Maturity date | 11-Sep-14 | ' |
Convertible notes payable | 5,005 | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, Conversion rate | $0.01 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Note issued Oct.31, 2012 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 30-Apr-13 | ' |
Convertible notes payable, in default | 8,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.00 | ' |
Note issued July 16, 2012 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 16-Jul-13 | ' |
Convertible notes payable, in default | 5,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | ' | ' |
Note issued Nov. 20, 2012 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 20-May-13 | ' |
Convertible notes payable, in default | 50,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Jan 19, 2013 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 30-Jul-13 | ' |
Convertible notes payable, in default | 5,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.00 | ' |
Convertible notes payable - related parties, in default, Maturity date | 30-Jul-13 | ' |
Convertible notes payable - related parties, in default | 15,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | ' |
Note Issued Feb11, 2013 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 11-Aug-13 | ' |
Convertible notes payable, in default | 9,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Sept 25, 2013 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 25-Mar-14 | ' |
Convertible notes payable, in default | 10,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Aug. 28, 2009 | ' | ' |
Convertible notes payable, Interest rate | 10.00% | ' |
Convertible notes payable, in default, Maturity date | 1-Nov-09 | ' |
Convertible notes payable, in default | 4,300 | ' |
Convertible notes payable, in default, Interest rate | 10.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.02 | ' |
Note Issued April 7, 2010 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 7-Nov-10 | ' |
Convertible notes payable, in default | 70,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Nov. 12, 2010 | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Maturity date | 7-Nov-11 | ' |
Convertible notes payable, in default | 40,000 | ' |
Convertible notes payable, in default, Interest rate | 6.00% | ' |
Convertible notes payable, in default, Conversion rate | $0.01 | ' |
Note Issued Jan. 7, 2013 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 30-Jun-13 | ' |
Convertible notes payable - related parties, in default | 7,500 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | ' |
Note Issued Feb 7, 2013 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 7-Aug-13 | ' |
Convertible notes payable - related parties, in default | 10,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | ' |
Note Issued Jul 9, 2013 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 19-Jan-13 | ' |
Convertible notes payable - related parties, in default | 15,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.02 | ' |
Note Issued Jan. 9, 2009 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 9-Jan-10 | ' |
Convertible notes payable - related parties, in default | 10,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 10.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.02 | ' |
Note Issued Jan. 25, 2010 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 25-Jan-11 | ' |
Convertible notes payable - related parties, in default | 6,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | ' |
Note Issued Jan, 18, 2012 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 18-Jul-12 | ' |
Convertible notes payable - related parties, in default | 50,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 8.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | ' |
Note Issued Jul 17, 2013 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 17-Jan-14 | ' |
Convertible notes payable - related parties, in default | 30,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | ' |
Note Issued Jul 26, 2013 | ' | ' |
Convertible notes payable - related parties, in default, Maturity date | 26-Jan-14 | ' |
Convertible notes payable - related parties, in default | 10,000 | ' |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | ' |
Note Issued Nov 12, 2013 | ' | ' |
Convertible notes payable - related party, Maturity date | 12-May-14 | ' |
Convertible notes payable - related party | 11,000 | ' |
Convertible notes payable - related parties, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, Conversion rate | $0.01 | ' |
Note Issued Jan. 17, 2014 | ' | ' |
Convertible notes payable - related party, Maturity date | 17-Jul-14 | ' |
Convertible notes payable - related party | $31,500 | ' |
Convertible notes payable - related parties, Interest rate | 6.00% | ' |
Convertible notes payable - related parties, Conversion rate | $0.01 | ' |
CONVERTIBLE_NOTES_PAYABLE_AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Allocation of purchase on financing date (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Face value of convertible notes payable | $36,505 |
Beneficial conversion feature | -23,130 |
Carrying value | $13,375 |
CONVERTIBLE_NOTES_PAYABLE_AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Notes payable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Notes payable, in default, Total | $30,000 | $30,000 |
TOTAL NOTES PAYABLE | 37,500 | 37,500 |
Note issued February 24, 2010 | ' | ' |
Notes payable, in default brelated parties, Maturity date | 24-Feb-11 | 24-Feb-11 |
Notes payable, in default brelated parties | 7,500 | 7,500 |
Notes payable, in default brelated parties, Interest rate | 6.00% | 6.00% |
Note issued June 23, 2011 | ' | ' |
Notes payable, in default, Maturity date | 23-Aug-11 | 23-Aug-11 |
Notes payable, in default | 25,000 | 25,000 |
Notes payable, in default, Interest rate | 6.00% | 6.00% |
Note in default issued April 27, 2011 | ' | ' |
Notes payable, in default, Maturity date | 27-Apr-12 | ' |
Notes payable, in default | 5,000 | ' |
Notes payable, in default, Interest rate | 6.00% | ' |
Note issued April 27, 2011 | ' | ' |
Notes payable, in default, Maturity date | ' | 27-Apr-12 |
Notes payable, in default | ' | $5,000 |
Notes payable, in default, Interest rate | ' | 6.00% |
CONVERTIBLE_NOTES_PAYABLE_AND_5
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Change in fair values of the convertible notes payable (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Face value of the convertible notes payable | $36,505 |
Convertible notes payable, fair value | 13,375 |
Change in fair value | ' |
Face value of the convertible notes payable | 90,000 |
Interest expense to record the convertible notes at fair value on the date of issuance | 82,752 |
Interest expense to mark to market the convertible notes | 188 |
Convertible notes payable, fair value | $172,940 |
CONVERTIBLE_NOTES_PAYABLE_AND_6
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 17, 2014 | Jan. 16, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Convertible notes payable total | $36,505 | ' | ' | ' | ' |
Convertible notes payable, Interest rate | 6.00% | ' | ' | ' | ' |
Interest expense related to the amortization of debt discounts | 129,000 | ' | ' | ' | ' |
Aggregate carrying value of convertible notes | 48,000 | ' | ' | ' | 162,864 |
Accrued interest included in accounts payable and accrued liabilities | 68,459 | ' | ' | 59,267 | ' |
Face value of convertible note | ' | 40,000 | 50,000 | ' | ' |
Interest per annum | ' | 8.00% | 6.00% | ' | ' |
Variable conversion price | ' | 57.00% | 50.00% | ' | ' |
Conversion price | $0.01 | ' | $0.00 | ' | ' |
Loss on derivative financial instrument | ' | ' | 51,431 | ' | ' |
Note Issued Jan. 16, 2014 | ' | ' | ' | ' | ' |
Convertible notes payable total | 100,600 | ' | ' | ' | ' |
Face value of convertible note | 50,000 | ' | ' | ' | ' |
Note issued March 17, 2014 | ' | ' | ' | ' | ' |
Convertible notes payable total | 72,340 | ' | ' | ' | ' |
Face value of convertible note | $40,000 | ' | ' | ' | ' |
MATERIAL_AGREEMENT_Details_Nar
MATERIAL AGREEMENT (Details Narrative) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 01, 2014 | Jan. 31, 2014 | Feb. 28, 2013 | Jun. 08, 2010 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ' | ' | ' | ' | ' |
Payment of its restricted common stock | ' | ' | ' | 2,000,000 | ' |
Yearly conservation payment agreement to Tulco | ' | ' | ' | ' | $20,000 |
Restricted shares of common stock issued consultant for services | 500,000 | ' | ' | 2,000,000 | ' |
Payment per month to the consultant under original agreement | ' | ' | ' | 3,000 | ' |
Restricted shares issued to related party consultant (B) | 3,200,000 | ' | ' | ' | ' |
Owed to related party LLC | 5,819 | ' | ' | ' | ' |
Outstanding debt related to legal fees | ' | ' | 7,683 | ' | ' |
Shares issued to vendor for outstanding debt | 768,293 | ' | ' | ' | ' |
Vendor entitled to common stock, until debt is paid in full, Shares | 700,000 | ' | ' | ' | ' |
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 | ' | ' | ' | ' |
Percent entitled to Seafarer of Breward County Shipwreck | ' | 60.00% | ' | ' | ' |
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 $) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Nov. 12, 2013 | Jul. 17, 2013 | Jul. 09, 2013 | Feb. 07, 2013 | Jan. 26, 2013 | Jan. 19, 2013 | Jan. 08, 2013 | Jan. 18, 2012 | Feb. 24, 2010 | Jan. 25, 2010 | Jan. 09, 2009 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short term loan from related party shareholder | ' | ' | $2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of short term loan | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares of common stock to be paid to the Director | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note payable, amount | ' | ' | 31,500 | 11,000 | 30,000 | 15,000 | 50,000 | 10,000 | 7,500 | 10,000 | 10,000 | 15,000 | 7,500 | 6,000 |
Convertible note payable, interest rate per annum | ' | ' | 6.00% | 6.00% | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | 6.00% | 6.00% | 6.00% | 6.00% |
Convertible note payable, common stock price per share | ' | ' | $0.01 | $0.01 | $0.01 | $0.02 | $0.00 | $0.01 | ' | $0.02 | $0.01 | $0.00 | $0.00 | $0.01 |
Payment to related party consultant per month | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transfer fees | 5,819 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding debt related to legal fees | ' | ' | $7,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to vendor for outstanding debt | 768,293 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vendor entitled to common stock, until debt is paid in full, Shares | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of restricted stock paid to related party LLC | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RESTATEMENT_Details
RESTATEMENT (Details) (USD $) | 3 Months Ended | 3 Months Ended | 85 Months Ended | |||
Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
As Reported | Adjustments | Restated | Restated | |||
Total assets | ' | $163,191 | $171,884 | ' | $171,884 | $171,884 |
Accounts payable and accrued expense | ' | 142,583 | 150,126 | ' | 150,126 | 150,126 |
Convertible notes payable, net of discounts | ' | 139,457 | 140,906 | -30,195 | 110,711 | 110,711 |
Convertible notes payable, related parties, net of discounts | ' | 24,111 | 21,958 | 11 | 21,969 | 21,969 |
Convertible notes payable, in default | ' | 191,300 | 251,300 | ' | 251,300 | 251,300 |
Convertible notes payable, in default - related parties | ' | 113,500 | 153,500 | ' | 153,500 | 153,500 |
Derivative liability | ' | ' | 22,291 | -22,291 | 0 | 0 |
Convertible notes payable, at fair value | ' | ' | ' | 172,940 | 172,940 | 172,940 |
Notes payable, in default | ' | 30,000 | 30,000 | ' | 30,000 | 30,000 |
Notes payable, in default - related parties | ' | 7,500 | 7,500 | ' | 7,500 | 7,500 |
Total liabilities | ' | ' | 777,581 | 120,465 | 898,046 | 898,046 |
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; | ' | ' | ' | ' | ' | ' |
Series A preferred stock, $0.0001 par value - 7 shares authorized; 7 shares issued and oustanding at March 31, 2014 and December 31, 2013 | ' | ' | ' | ' | ' | ' |
Series B preferred stock; $0.0001 par value - 60 shares authorized; 60 shares issued and outstanding at March 31, 2014 and December 31, 2013 | ' | ' | ' | ' | ' | ' |
Common stock, $0.0001 par value - 950,000,000 shares authorized; 874,532,999 and 844,216,349 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | ' | 84,422 | 87,230 | ' | 87,230 | 87,230 |
Additional paid-in capital | ' | 7,453,578 | 7,795,611 | -50,000 | 7,795,611 | 7,795,611 |
Accumulated deficit during development stage | ' | -8,023,260 | -8,488,538 | -70,465 | -8,559,003 | -8,559,003 |
Total stockholders' deficit | ' | -485,260 | -605,697 | -120,465 | -726,162 | -726,162 |
Total liabilities and stockholders' deficit | ' | 163,191 | 171,884 | ' | 171,884 | 171,884 |
Revenue | ' | ' | ' | ' | ' | ' |
Total operating expenses | 427,029 | ' | 312,804 | ' | 312,804 | 7,081,915 |
Loss from operations | -427,029 | ' | -312,804 | ' | -312,804 | -7,081,915 |
Other income (expense) | ' | ' | ' | ' | ' | ' |
Interest expense | 33,710 | ' | -161,762 | -61,177 | 22,939 | 1,258,650 |
Gain (loss) on change in fair value of derivatives | ' | ' | 9,288 | -9,288 | ' | ' |
Net loss | ($418,577) | ' | ($465,278) | ($70,465) | ($535,743) | ($8,559,003) |
RESTATEMENT_Details_Parentheti
RESTATEMENT (Details) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred Stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 874,532,999 | 844,216,349 |
Common Stock, shares outstanding | 874,532,999 | 844,216,349 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |