Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 23, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Seafarer Exploration Corp | |
Entity Central Index Key | 1106213 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 Public Float | $104,179 | |
Entity Common Stock, Shares Outstanding | 1,041,796,090 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $12,424 | $578 |
Prepaid expenses | 29,991 | 26,824 |
Settlement receivable | 18,000 | |
Advances to shareholder | 3,267 | |
Deposits and other receivables | 1,183 | 1,183 |
Total current assets | 61,598 | 31,852 |
Property and equipment, net | 96,255 | 130,239 |
Investment in common stock | 1,100 | |
Total Assets | 157,853 | 163,191 |
Current liabilities: | ||
Accounts payable and accrued expense | 191,967 | 142,583 |
Convertible notes payable, net of discounts of $14,148 and $120,533 | 10,852 | 139,457 |
Convertible notes payable, related parties, net of discounts of $15,064 and $26,889 | 22,936 | 24,111 |
Convertible notes payable, in default | 341,300 | 191,300 |
Convertible notes payable, in default - related parties | 129,500 | 113,500 |
Convertible note payable, at fair value | 761,677 | |
Shareholder loan | 3,500 | |
Notes payable, in default | 30,000 | 30,000 |
Notes payable, in default - related parties | 7,500 | 7,500 |
Total current liabilities | 1,499,232 | 648,451 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2014 and 2013; Series B - 60 shares issued and outstanding at December 31, 2014 and -0- issued and outstanding at December 31, 2013 | ||
Common stock, $0.0001 par value - 1,200,000,000 shares authorized; 986,356,130 and 844,216,349 shares issued and outstanding at December 31, 2014 and 2013 | 98,636 | 84,422 |
Additional paid-in capital | 8,734,606 | 7,453,578 |
Accumulated deficit during development stage | -10,174,621 | -8,023,260 |
Total stockholders' deficit | -1,341,379 | -485,260 |
Total liabilities and stockholders' deficit | $157,853 | $163,191 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Discounts on convertible notes payable | $14,148 | $120,533 |
Discounts on convertible notes payable, related parties | $15,064 | $26,889 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, shares issued | 67 | 67 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,200,000,000 | |
Common stock, shares issued | 986,356,130 | 844,216,349 |
Common Stock, shares outstanding | 986,356,130 | 844,216,349 |
Series A | ||
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B | ||
Preferred stock, shares issued | 0 | |
Preferred Stock, shares outstanding | 0 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Consulting and contractor expenses | 661,899 | 1,219,602 |
Professional fees | 128,344 | 296,668 |
General and administrative expenses | 78,345 | 64,258 |
Depreciation expense | 33,984 | 33,984 |
Rent expense | 29,749 | 33,414 |
Vessel expense | 89,631 | 126,472 |
Travel and entertainment expense | 142,792 | 105,040 |
Total operating expenses | 1,164,744 | 1,879,438 |
Income (loss) from operations | -1,164,744 | -1,879,438 |
Other income (expense) | ||
Interest expense | -1,015,517 | -356,170 |
Legal Settlement | 30,000 | |
Interest income | 99,701 | |
Impairment loss | -1,100 | |
Loss on extinguishment of debt | -38,447 | |
Total other income (expense) | -986,617 | -294,916 |
Net loss | ($2,151,361) | ($2,174,354) |
Net loss per share - basic and diluted | $0 | $0 |
Weighted average common shares outstanding - basic and diluted | 904,898,653 | 806,432,658 |
STATEMENTS_OF_CHANGES_IN_STOCK
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning Balance, Value at Dec. 31, 2012 | $73,931 | $5,356,866 | ($5,848,906) | ($418,109) |
Beginning Balance, Shares at Dec. 31, 2012 | 739,313,459 | |||
Common stock issued for services, Shares | 47,714,330 | |||
Common stock issued for services, Value | 4,772 | 1,142,767 | 1,204,468 | |
Common stock issued on conversion of notes payable and stockholder loans, Shares | 30,893,929 | |||
Common stock issued on conversion of notes payable and stockholder loans, Value | 3,090 | 268,262 | 271,352 | |
Common stock issued for subscription agreements, Shares | 26,580,335 | |||
Common stock issued for subscription agreements, Value | 2,658 | 275,685 | 278,343 | |
Common stock issued to extinguish outstanding invoices, Shares | 1,964,296 | |||
Common stock issued to extinguish outstanding invoices, Value | 196 | 56,733 | 56,929 | |
Beneficial conversion feature arising from convertible note financing | 353,040 | -147,422 | ||
Cancellation of common shares, Shares | -2,250,000 | |||
Cancellation of common shares, Value | -225 | 225 | ||
Net loss | -2,174,354 | -2,174,354 | ||
Ending Balance, Value at Dec. 31, 2013 | 84,422 | 7,453,578 | -8,023,260 | -485,260 |
Ending Balance, Shares at Dec. 31, 2013 | 844,216,349 | 844,216,349 | ||
Common stock issued for services, Shares | 12,998,141 | |||
Common stock issued for services, Value | 1,300 | 193,935 | 195,235 | |
Common stock issued on conversion of notes payable and stockholder loans, Shares | 61,721,283 | |||
Common stock issued on conversion of notes payable and stockholder loans, Value | 6,172 | 544,152 | 550,324 | |
Common stock issued for subscription agreements, Shares | 67,420,357 | |||
Common stock issued for subscription agreements, Value | 6,742 | 391,874 | 398,616 | |
Common stock issued to extinguish outstanding invoices, Value | ||||
Beneficial conversion feature arising from convertible note financing | 151,067 | -29,212 | ||
Net loss | -2,151,361 | -2,151,361 | ||
Ending Balance, Value at Dec. 31, 2014 | $98,636 | $8,734,606 | ($10,174,621) | ($1,341,379) |
Ending Balance, Shares at Dec. 31, 2014 | 986,356,130 | 986,356,130 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | ||
Net loss | ($2,151,361) | ($2,174,354) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 33,984 | 33,984 |
Amortization of debt discount and interest expense on beneficial conversion feature of convertible notes | 269,277 | 185,715 |
Interest (income) expense on fair value adjustment | 717,006 | |
Common stock issued for services | 195,235 | 1,204,468 |
Impairment of assets | 1,100 | |
Settlement receivable | -18,000 | |
Prepaid expenses | -3,167 | 9,190 |
Advances from shareholder | 3,267 | |
Accounts payable and accrued expenses | 49,384 | 2,313 |
Net cash provided (used) by operating activities | -903,275 | -738,684 |
Cash flows from investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock | 398,616 | 278,343 |
Proceeds from the issuance of convertible notes payable | 456,505 | 303,000 |
Proceeds from the issuance of convertible notes, related parties | 81,505 | 144,000 |
Payments on convertible notes payable | -25,005 | -30,000 |
Proceeds from loans from stockholders | 5,500 | 8,750 |
Payments on loans from stockholders | -2,000 | -8,750 |
Net cash provided by financing activities | 915,121 | 695,343 |
Net increase (decrease) in cash | 11,846 | -43,341 |
Cash - beginning of year | 578 | 43,919 |
Cash - ending of year | 12,424 | 578 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | 5,000 | |
Cash paid for income taxes | ||
Noncash operating and financing activities: | ||
Common stock issued to satisfy outstanding invoices | 56,929 | |
Convertible debt and accrued interest converted to common stock | $550,324 | $271,352 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS |
Seafarer Exploration Corp. (the “Company”), formerly Organetix, Inc. (“Organetix”), was incorporated on May 28, 2003 in the State of Delaware. | |
The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, and recovery of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand. Seafarer currently has two different wreck sites under permit with the State of Florida and one wreck site under contract with a private party and is working closely with the Florida Department of Historical Resources and the Florida Bureau of Archeological Research to research and document these, and additional, wreck sites. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN |
These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from March 31, 2015. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any revenues for the foreseeable future. | |
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. | |
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The 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 financial statements. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | ||||||||
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. There are no cash equivalents at December 31, 2014 and 2013. | |||||||||
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 shareholders 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 because outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2014 and 2013. | |||||||||
Components of loss per share for the respective years are as follows: | |||||||||
For the Year Ended | For the Year Ended | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Net loss attributable to common shareholders | $ | (2,151,361 | ) | $ | (2,174,354 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 904,898,653 | 806,432,658 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
Fair Value of Financial Instruments | |||||||||
Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||
● | Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. | ||||||||
● | Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. | ||||||||
● | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. | ||||||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. | |||||||||
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. | |||||||||
Property and Equipment and Depreciation | |||||||||
Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31: | |||||||||
2014 | 2013 | ||||||||
Diving vessel | $ | 325,000 | $ | 325,000 | |||||
Generator | 7,420 | 7,420 | |||||||
Less accumulated depreciation | (236,165 | ) | (202,181 | ) | |||||
$ | 96,255 | $ | 130,239 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 amounted to $33,984. | |||||||||
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. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2014 and 2013, respectively. | |||||||||
Use of Estimates | |||||||||
The process of preparing 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 financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. | |||||||||
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 years ended December 31, 2014 and 2013, the Company did not report any revenues. | |||||||||
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. As of December 31, 2014 and 2013, all of the Company’s convertible notes payable were classified as conventional instruments. | |||||||||
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. | |||||||||
Recent Accounting Pronouncements | |||||||||
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 consolidated financial statements. |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK |
As of December 31, 2014 the Company was authorized to issue 1,200,000,000 shares of $0.0001 par value common stock. | |
Preferred Stock | |
The Company is authorized to sell or issue 50,000,000 shares of preferred stock. | |
Series A Preferred Stock | |
At December 31, 2014 the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. As of December 31, 2014 and 2013, no shares of preferred stock had been converted into shares of the Company’s common stock. | |
Series B Preferred Stock | |
On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation. | |
Warrants and Options | |
As of December 31, 2014, a convertible note holder had a warrant to purchase 4,000,000 shares of its common stock with an exercise price of $0.005 per share for a period of ten years beginning on November 20, 2012. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | NOTE 5 - INCOME TAXES | ||||||||
At December 31, 2014 and 2013, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $10,175,000 and $8,023,000 for Federal purposes. The Federal carry forward begin to expire in 2033. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. | |||||||||
The Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2014 and 2013, the Company did not have a liability for unrecognized tax benefits. | |||||||||
The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2014 and 2013, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2010 through 2014 remain open to examination by the major taxing jurisdictions to which the Company is subject. There are currently no open federal or state tax years under audit. | |||||||||
Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time. | |||||||||
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 Year Ended | For the Year Ended | ||||||||
31-Dec-14 | December 31, 2013 | ||||||||
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 December 31, 2014 and 2013, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of $10,175,000 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 December 31, 2014 and 2013. |
LEASE_OBLIGATION
LEASE OBLIGATION | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 6 – LEASE OBLIGATION |
Corporate Office | |
The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement 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. | |
As of December 31, 2014, future minimum rental payments required under this non-cancelable operating lease total $7,407 for the year ending December 31, 2015. | |
Operations House | |
The Company has an operating lease for a house located in Merritt Island, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015. | |
As of December 31, 2014, future minimum rental payments required under this non-cancelable lease total $19,800 for the year ending December 31, 2015. |
CONVERTIBLE_NOTES_PAYABLE_AND_
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||||||||||||||
Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under paragraph 4 of EITF 00-19, which was superseded by ASC 815, and EITF 05-02, which was superseded by ASC 470. | |||||||||||||||
Convertible Notes Payable | |||||||||||||||
The following table reflects the convertible notes payable, other than the notes that have been remeasured to fair value which are discussed later in Note 7, as of December 31, 2014: | |||||||||||||||
Issue | Maturity | December 31, | December 31, | Interest | Conversion | ||||||||||
Date | Date | 2014 | 2013 | Rate | Rate | ||||||||||
Convertible notes Payable: | |||||||||||||||
13-Oct-14 | April 13, 2015 | $ | 25,000 | $ | - | 6 | % | 0.005 | |||||||
January 28,2013 | 28-Jan-14 | - | 25,000 | 6 | % | 0.005 | |||||||||
January 28,2013 | 28-Jan-14 | -- | 25,000 | 6 | % | 0.005 | |||||||||
8-Aug-13 | 11-Feb-14 | - | 40,000 | 6 | % | 0.01 | |||||||||
18-Sep-13 | 18-Mar-13 | - | 20,000 | 6 | % | 0.0125 | |||||||||
25-Sep-13 | 25-Mar-14 | - | 10,000 | 6 | % | 0.0125 | |||||||||
21-Oct-13 | 21-Apr-14 | - | 40,000 | 6 | % | 0.01 | |||||||||
4-Oct-13 | 12-May-13 | - | 50,000 | 6 | % | 0.0125 | |||||||||
30-Oct-13 | 30-Oct-14 | - | 49,990 | 6 | % | 0.0125 | |||||||||
25,000 | 259,990 | ||||||||||||||
Unamortized discounts | (14,148 | ) | (120,553 | ) | |||||||||||
Balance | $ | 10,852 | $ | 139,457 | |||||||||||
Convertible notes payable, in default | |||||||||||||||
31-Oct-12 | 30-Apr-13 | $ | 8,000 | $ | 8,000 | 6 | % | 0.004 | |||||||
16-Jul-12 | 30-Jul-13 | 5,000 | 5,000 | 6 | % | 0.005 | |||||||||
20-Nov-12 | 20-May-13 | 50,000 | 50,000 | 6 | % | 0.005 | |||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | 5,000 | 6 | % | 0.004 | |||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | 9,000 | 6 | % | 0.006 | |||||||||
25-Sep-13 | 25-Mar-14 | 10,000 | - | 6 | % | 0.0125 | |||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 4,300 | 10 | % | 0.015 | |||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 70,000 | 6 | % | 0.008 | |||||||||
12-Nov-10 | 7-Nov-11 | 40,000 | 40,000 | 6 | % | 0.005 | |||||||||
4-Oct-13 | 4-Apr-14 | 50,000 | - | 6 | % | 0.0125 | |||||||||
30-Oct-13 | 30-Oct-14 | 50,000 | - | 6 | % | 0.0125 | |||||||||
15-May-14 | 15-Nov-14 | 40,000 | - | 6 | % | 0.007 | |||||||||
341,300 | 191,300 | ||||||||||||||
Unamortized discount | - | - | |||||||||||||
Balance | $ | 341,300 | $ | 191,300 | |||||||||||
Convertible notes payable - related party, in default | |||||||||||||||
7-Jan-13 | 30-Jun-13 | $ | - | $ | 7,500 | 6 | % | 0.004 | |||||||
19-Jan-13 | 30-Jul-13 | 15,000 | 15,000 | 6 | % | 0.004 | |||||||||
7-Feb-13 | 7-Aug-13 | - | 10,000 | 6 | % | 0.005 | |||||||||
9-Jul-13 | 19-Dec-13 | - | 15,000 | 6 | % | 0.015 | |||||||||
January 9, 2009 | 9-Jan-10 | 10,000 | 10,000 | 6.00 | % | 0.0150 | |||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6,000 | 6 | % | 0.005 | |||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 50,000 | 8 | % | 0.004 | |||||||||
26-Jul-13 | 26-Jan-14 | 10,000 | - | 6 | % | 0.01 | |||||||||
17-Jan-14 | 17-Jul-14 | 31,500 | - | 6 | % | 0.006 | |||||||||
27-May-14 | 27-Nov-14 | 7,000 | - | 6 | % | 0.007 | |||||||||
129,500 | 113,500 | ||||||||||||||
Unamortized discount | - | - | |||||||||||||
Balance | $ | 129,500 | $ | 113,500 | |||||||||||
Convertible notes payable - related party | |||||||||||||||
21-Jul-14 | 25-Jan-15 | $ | 17,000 | $ | - | 6 | % | 0.008 | |||||||
16-Oct-14 | 16-Apr-15 | 21,000 | - | 6 | % | 0.0045 | |||||||||
17-Jul-13 | 17-Jan-14 | - | 30,000 | 6 | % | 0.001 | |||||||||
26-Jul-13 | 26-Jan-14 | - | 10,000 | 6 | % | 0.001 | |||||||||
12-Nov-13 | 12-May-14 | - | 11,000 | 6 | % | 0.0125 | |||||||||
38,000 | 51,000 | ||||||||||||||
Unamortized discount | (15,064 | ) | -26,889 | ||||||||||||
Balance | $ | 22,936 | $ | 24,111 | |||||||||||
Notes Payable | |||||||||||||||
The following table reflects the notes payable as of December 31, 2014 and 2013: | |||||||||||||||
Maturity Date | 2014 | 2013 | Interest Rate | ||||||||||||
Issue Date | |||||||||||||||
Notes payable, in default –related parties: | |||||||||||||||
24-Feb-10 | 24-Feb-11 | $ | 7,500 | $ | 7,500 | 6.00 | % | ||||||||
Notes payable, in default: | |||||||||||||||
23-Jun-11 | 23-Aug-11 | 25,000 | 25,000 | 6.00 | % | ||||||||||
27-Apr-11 | 27-Apr-12 | 5,000 | 5,000 | 6.00 | % | ||||||||||
30,000 | 30,000 | ||||||||||||||
$ | 37,500 | $ | 37,500 | ||||||||||||
Convertible Notes Payable | |||||||||||||||
Between January 1, 2014 and December 31, 2014, the Company issued eight (8) convertible notes payable totaling $151,500. The notes include interest at 6%. The principal amount of the notes and interest is payable on the maturity date. The notes 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 above page. | |||||||||||||||
The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815 and other applicable guidance. The conversion feature of four of the notes 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 as of December 31: | |||||||||||||||
2014 | 2013 | ||||||||||||||
Face value of convertible notes payable | $ | 151,500 | $ | 310,990 | |||||||||||
Beneficial conversion feature | (29,212 | ) | (147,422 | ) | |||||||||||
Carrying value | $ | 122,288 | $ | 163,568 | |||||||||||
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 twelve months ended December 31, 2014, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $232,657. | |||||||||||||||
At December 31, 2014 and 2013, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $91,754 and $59,267, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets. | |||||||||||||||
Shareholder Loan | |||||||||||||||
At December 31, 2014 the Company had a loan outstanding to a shareholder in the amount of $3,500 at 0% interest. Subsequent to December 31, 2014 the Company repaid the $3,500 loan to the shareholder. | |||||||||||||||
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 total loss of capital. | |||||||||||||||
The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into shares of the Company’s common stock there is typically a highly dilutive effect on current shareholders and, it is very possible 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 was due on July 16, 2014. The 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 $51,431 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. | |||||||||||||||
During the year ended December 31, 2014, the note was converted into 6,866,666 shares of common stock. | |||||||||||||||
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 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 lowest closing bid price 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 $31,321 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. | |||||||||||||||
During the year ended December 31, 2014, the note was converted into 11,181,304 shares of common stock. | |||||||||||||||
Convertible Note Payable Dated April 24, 2014 at Fair Value | |||||||||||||||
On April 24, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $107,000, including $7,000 of original issue discount, bears interest at 12.0% per annum and is due on April 24, 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 60% multiplied by the lowest closing bid price for the Company’s common stock during the twenty (20) 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 $166,771 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 $166,771 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. | |||||||||||||||
During the year ended December 31, 2014, the Company repaid $20,000 of the principle and converted $35,000 of the note into 9,956,709 shares of common stock. The Balance of the note at December 31, 2014 was $52,000 with an approximate fair value of $167,000 . | |||||||||||||||
Convertible Note Payable Dated August 21, 2014 at Fair Value | |||||||||||||||
On August 21, 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 August 21, 2015. The 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 lowest closing bid price 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 $34,971 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 $34,971 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. | |||||||||||||||
At December 31, 2014, the $40,000 face value convertible note payable was recorded at its fair value of $137,614. | |||||||||||||||
Convertible Note Payable Dated September 08, 2014 at Fair Value | |||||||||||||||
On September 08, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $53,500, including $3,500 of original issue discount,, bears interest at 12.0% per annum and is due on September 8, 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 60% multiplied by the lowest closing bid price two trading prices for the Company’s common stock during the twenty (20) 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 $42,080 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 $42,080 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. | |||||||||||||||
At December 31, 2014, the $53,500 face value convertible note payable was recorded at its fair value of $174,726. | |||||||||||||||
Convertible Note Payable Dated November 5, 2014 at Fair Value | |||||||||||||||
On November 5, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $53,000, bears interest at 8.0% per annum and is due on July 31, 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 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. | |||||||||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. | |||||||||||||||
In connection with the issuance of the convertible note payable on November 5, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $22,057 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 $22,057 loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. | |||||||||||||||
The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. | |||||||||||||||
At December 31, 2014 the convertible note payable, at fair value, was recorded at $155,344. | |||||||||||||||
Convertible Note Payable Dated December 17, 2014 at Fair Value | |||||||||||||||
On December 17, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $43,000, bears interest at 8.0% per annum and is due on September 19, 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 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”). | |||||||||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||||||||
The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. | |||||||||||||||
In connection with the issuance of the convertible note payable on December 17, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $40,980 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 $40,980 loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. | |||||||||||||||
The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. | |||||||||||||||
At December 31, 2014 the convertible note payable, at fair value, was recorded at $126,503 | |||||||||||||||
Convertible Note Payable Dated October 22, 2012 | |||||||||||||||
On October 22, 2012, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on July 24, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”). | |||||||||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||||||||
During the year ended December 31, 2013, the Company repaid $30,000 in principal and the remaining $12,500 in principal was converted into 1,136,364 shares of the Company’s common stock. | |||||||||||||||
Convertible Note Payable Dated December 18, 2012 | |||||||||||||||
On December 18, 2012, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on September 20, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”). | |||||||||||||||
In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | |||||||||||||||
During the year ended December 31, 2013, the full $42,500 in principal and $1,700 in accrued interest was converted into 3,226,278 shares of the Company’s common stock. | |||||||||||||||
The following tables summarize the effects on earnings associated with changes in the fair values of the convertible notes payable, at December 31, 2014 and 2013: | |||||||||||||||
$ | 2014 | $ | 2013 | ||||||||||||
Face value of the convertible notes payable | 241,000 | - | |||||||||||||
Interest expense to record the convertible notes at | |||||||||||||||
fair value on the date of issuance | 389,611 | - | |||||||||||||
Interest expense to mark to market the convertible notes | |||||||||||||||
131,066 | - | ||||||||||||||
Fair value, end of year | $ | 761,677 | $ | - |
MATERIAL_AGREEMENT
MATERIAL AGREEMENT | 12 Months Ended |
Dec. 31, 2014 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | |
MATERIAL AGREEMENT | NOTE 8 – MATERIAL AGREEMENTS |
Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida | |
On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. | |
Exploration Permit with the Florida Division of Historical Resources for an Area off of Juno Beach, Florida | |
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 was 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. Currently the permit with the FBAR is being renewed in the name of Seafarer Exploration Corp. under a judge’s order. The permit had not been issued as of the filing of this report. | |
Exploration Permit with the Florida Division of Historical Resources for an Area off of Lantana, Florida | |
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. | |
Exploration Permit with the Florida Division of Historical Resources for an Area off of Cape Canaveral, Florida | |
On July 28, 2014 the Company’s partnership with Marine Archeological Partners, LLC, Seafarer’s Quest, LLC received a 1A-31 Recovery Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Cape Canaveral, Florida. The Permit is active for three years from the date of issuance. | |
Certain Other Agreements | |
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 preapproved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statements of operations. | |
In March of 2014 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. | |
The Company agreed to pay the surveying company $3,500 per day plus fuel costs. Future surveying services will be provided to the Company at a daily rate of $1,850 plus company stock equal to or greater than $2,000 with a written guarantee as to the minimum value of the stock. The Company issued 142,900 shares to the principal of the marine survey company for services rendered under the agreement. | |
In April of 2014 the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 300,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 25,000 per month during the term of the agreement. If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre-approved expenses. The Company issued 300,000 shares of its restricted common stock to the advisor during the year ended December 31, 2014. | |
In May of 2014 the Company issued 2,000,000 shares of its restricted common stock to a consultant for various business advisory, financial and strategic consulting services. The Company believes that the consultant has provided services at below market rates of compensation and the shares were paid both for services rendered and to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company. | |
In July of 2014, the Company entered into a consulting agreement with a corporation under which the consultant agreed to provide various advisory services and corporate communications consulting services as an independent contractor. The consultant is not providing any legal advice nor acting as an investment advisor is not exclusive. The term of the agreement is for one year and the Company agreed to pay the consultant $4,000 per month while the agreement is in effect and issue the consultant 1,500,000 shares of its restricted common stock. The 1,500,000 shares were issued to the consultant and are included as an expense in consulting and contractor expenses in the accompanying statements of operations. | |
In July of 2014, the Company agreed to lease a slip in Cape Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $354 per month including taxes for use of the slip. | |
In August of 2014, the Company agreed to lease a slip in Port Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $922 per month including taxes for use of the slip. | |
In August of 2014, the Company agreed to rent a vessel from a third party for $150 per day that the vessel is actually used by the Company. A day of usage is defined as any day the boat is put in the water and started, the boat may be used by the Company for up to twelve hours per day. The Company must pay an additional fee of $200 for every two hundred hours that it utilizes the boat. The agreement may be cancelled at any time by either party. | |
In October of 2014, the Company entered into an agreement to lease a house in Merritt Island Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015. As of December 31, 2014, future minimum rental payments required under this non-cancelable lease was $19,800, all of which is due during 2015. | |
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 period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations. | |
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 December 31, 2014, the Company owed the related party limited liability company $29,850 for transfer agency services rendered and for the reimbursement of legal fees. 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 of 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 December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations. | |
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, assistance with financial reporting. IT management, 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. 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 related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations. | |
The Company has an ongoing agreement to pay a limited liability company a monthly fee for archeological services and the review of historic shipwreck research consulting services. | |
All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations. |
DIVISION_OF_ARTIFACTS_AND_TREA
DIVISION OF ARTIFACTS AND TREASURE | 12 Months Ended | ||
Dec. 31, 2014 | |||
Research and Development [Abstract] | |||
DIVISION OF ARTIFACTS AND TREASURE | NOTE 9 – 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. | ||
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 10 – 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. 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. | |
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. Such shares were cancelled subsequently. Seafarer believes this pattern activity. | |
During the fall of 2014, the Company through counsel, conducted a number of depositions in the matter, including Micah Eldred and other parties. As well the Company filed three motions against the Defendants. Included in these motions were a motion to dismiss for fraudulent conduct in the naming of a party as a plaintiff which had no knowledge of the lawsuit, and failure to related settlement offers to the Plaintiffs. The second motion was for sanctions for intentional destruction of documentary evidence related to such shares. As to the second motion, the Court entered an order granting the motion for sanctions, finding that the Defendants had intentionally destroyed evidence, but the Court abated determining the sanctions until a later date. The third motion was to dismiss for fraudulent conduct, wherein the Plaintiffs allege that the Defendant, Eldred had made illicit offers to elicit false testimony. Both of the motions for sanctions are currently pending before the Court. As well in the first week of January 2015, the Defendants filed two simultaneous motions for summary judgment for dismissal of all counts in the case. That motion for summary judgment is currently pending before the Court. | |
In the ongoing litigation in the above case against Micah Eldred and associated persons to protect the interests of the shareholders, the Corporation followed up on its counter-claims against Eldred by the filing of a notice of appeal of the dismissal of such claims, to the Second District Court of Appeal for Florida on May 17, 2014. On May 29, 2014, the Company was served a secondary lawsuit in Hillsborough County. The lawsuit by challenges the creation of the Preferred B Series of Shares and the increase in authorized shares. The lawsuit in the opinion of the Corporation and multiple counsel has no merit since the corporation’s articles of incorporation and Florida statutes allow for the creation of the preferred shares, and thus the increase in authorized shares. The Corporation is defending such lawsuit and seeking dismissal by motion. | |
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 gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now working with the State for the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources. | |
The Company currently has litigation pending in Pinellas County, the Sixth Judicial Circuit, Civil Case No. 11-05539-Cl-19 naming Keith Webb Individually and Blue Water Ventures of Key West Inc. as party Defendants. There is a signed Settlement Stipulation in place however and an Order of Court entered acknowledging the same, otherwise ordering and directing the party Defendants to timely comply with the same and at this time the agreement is current and otherwise in compliance. There are currently no counterclaims or adverse liabilities of record in the above case. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS |
In January of 2014, a related party shareholder provided the Company with a short term loan in the amount of $2,000. The Company repaid the related party shareholder the entire $2,000 balance during the year ended December 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 was 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. | |
In April of 2014 the Company entered into a convertible promissory agreement in the amount of $5,005 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 was due on or before October 22, 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 $0.007 per share. | |
In May of 2014 the Company entered into a convertible promissory note agreement in the amount of $7,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before November 27, 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 $0.007 per share. | |
In June of 2014 an individual who is related to the Company’s CEO entered into a subscription agreement to purchase 900,000 shares of the Company’s restricted common stock at a price of $0.007 per share and the Company received proceeds of $6,300. | |
On various dates in April, May and June of 2014 a related party investor converted the principal balance plus accrued interest of three convertible promissory notes and the accrued interest of three separate promissory notes into 4,492,150 shares of the Company’s common stock. | |
On various dates in August and September of 2014 a related party investor converted the principal balances totaling $40,000 plus the accrued interest of two convertible promissory notes into 5,125,000 shares of the Company’s common stock. | |
In July of 2014 the Company entered into a convertible promissory note agreement in the amount of $17,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 25, 2015. 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 $0.008 per share. | |
In August of 2014, a related party investor converted the accrued interest of $10,000 of a convertible promissory note into 2,500,000 shares of the Company’s common stock. | |
In September of 2014, the Company’s CEO provided an interest free loan to the Company in the amount of $1,500. The entire loan balance was repaid prior to September 30, 2014 and no interest or fees of any kind were paid to the CEO for providing the loan. | |
In October of 2014, a related party investor converted the principal balance and accrued interest of $5,160 of a convertible promissory note into 736,450 shares of the Company’s common stock. | |
In October of 2014 the Company entered into a convertible promissory note agreement in the amount of $21,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before April 16, 2015. 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 $0.045 per share. | |
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 period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statmenets of operations. | |
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 December 31, 2014, the Company owed the related party limited liability company $29,850 for transfer agency services rendered and for the reimbursement of legal fees. 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 of 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 December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statmenets of operations. | |
The Company agreed to rent a cesium vapor magnetometer from a related party. As of December 31, 2014 the Company and the related party had not entered into a written rental agreement and were still negotiating the amount to be paid in order for the Company to lease the magnetometer and had not entered. No payments or funds were owed to the related party as of December 31, 2014. | |
At December 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 were due on or before January 25, 2011. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.005 per share. This loan is currently in default due to non-payment of principal and interest. | |
A note payable dated February 24, 2010 in the principal amount of $7,500 with a corporation. The Company’s CEO 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 19, 2013 due to a person related to the Company’s CEO with a face amount of $15,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.004 per share. The convertible note payable was due on or before July 30, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest. | |
A convertible note payable dated July 26, 2013 due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.01 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest. | |
A convertible note payable dated January 17, 2014 due to a person related to the Company’s CEO with a face amount of $31,500. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.006 per share. The convertible note payable is due on or before July 17, 2015 and is not secured. The note is currently in default due to non-payment of principal and interest. | |
A convertible note payable dated May 27, 2014 due to a person related to the Company’s CEO with a face amount of $7,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.007 per share. The convertible note payable was due on or before November 27, 2014 and is not secured. | |
A convertible note payable dated July 21, 2014 due to a person related to the Company’s CEO with a face amount of $17,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.008 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest. | |
A convertible note payable dated October 16, 2014 due to a person related to the Company’s CEO with a face amount of $21,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0045 per share. The convertible note payable is due on or before April 16, 2015 and is not secured. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS |
None |
SUMMARY_OF_SIGNIFCANT_ACCOUNTI
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
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. There are no cash equivalents at December 31, 2014 and 2013. | |||||||||
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 shareholders 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 because outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2014 and 2013. | |||||||||
Components of loss per share for the respective years are as follows: | |||||||||
For the Year Ended | For the Year Ended | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Net loss attributable to common shareholders | $ | (2,151,361 | ) | $ | (2,174,354 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 904,898,653 | 806,432,658 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||
● | Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. | ||||||||
● | Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. | ||||||||
● | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. | ||||||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. | |||||||||
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. | |||||||||
Property and Equipment and Depreciation | Property and Equipment and Depreciation | ||||||||
Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31: | |||||||||
2014 | 2013 | ||||||||
Diving vessel | $ | 325,000 | $ | 325,000 | |||||
Generator | 7,420 | 7,420 | |||||||
Less accumulated depreciation | (236,165 | ) | (202,181 | ) | |||||
$ | 96,255 | $ | 130,239 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 amounted to $33,984. | |||||||||
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. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2014 and 2013, respectively. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The process of preparing 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 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. As of December 31, 2014 and 2013, all of the Company’s convertible notes payable were classified as conventional instruments. | |||||||||
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. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
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 consolidated financial statements. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | |||||||||
Components of loss per share | For the Year Ended | For the Year Ended | |||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Net loss attributable to common shareholders | $ | (2,151,361 | ) | $ | (2,174,354 | ) | |||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 904,898,653 | 806,432,658 | |||||||
Loss per share: | |||||||||
Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
Property and equipment, net | 2014 | 2013 | |||||||
Diving vessel | $ | 325,000 | $ | 325,000 | |||||
Generator | 7,420 | 7,420 | |||||||
Less accumulated depreciation | (236,165 | ) | (202,181 | ) | |||||
$ | 96,255 | $ | 130,239 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate | For the Year Ended | For the Year Ended | |||||||
31-Dec-14 | December 31, 2013 | ||||||||
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) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Convertible Notes Payable | |||||||||||||||
Issue | Maturity | December 31, | December 31, | Interest | Conversion | ||||||||||
Date | Date | 2014 | 2013 | Rate | Rate | ||||||||||
Convertible notes Payable: | |||||||||||||||
13-Oct-14 | April 13, 2015 | $ | 25,000 | $ | - | 6 | % | 0.005 | |||||||
January 28,2013 | 28-Jan-14 | - | 25,000 | 6 | % | 0.005 | |||||||||
January 28,2013 | 28-Jan-14 | -- | 25,000 | 6 | % | 0.005 | |||||||||
8-Aug-13 | 11-Feb-14 | - | 40,000 | 6 | % | 0.01 | |||||||||
18-Sep-13 | 18-Mar-13 | - | 20,000 | 6 | % | 0.0125 | |||||||||
25-Sep-13 | 25-Mar-14 | - | 10,000 | 6 | % | 0.0125 | |||||||||
21-Oct-13 | 21-Apr-14 | - | 40,000 | 6 | % | 0.01 | |||||||||
4-Oct-13 | 12-May-13 | - | 50,000 | 6 | % | 0.0125 | |||||||||
30-Oct-13 | 30-Oct-14 | - | 49,990 | 6 | % | 0.0125 | |||||||||
25,000 | 259,990 | ||||||||||||||
Unamortized discounts | (14,148 | ) | (120,553 | ) | |||||||||||
Balance | $ | 10,852 | $ | 139,457 | |||||||||||
Convertible notes payable, in default | |||||||||||||||
31-Oct-12 | 30-Apr-13 | $ | 8,000 | $ | 8,000 | 6 | % | 0.004 | |||||||
16-Jul-12 | 30-Jul-13 | 5,000 | 5,000 | 6 | % | 0.005 | |||||||||
20-Nov-12 | 20-May-13 | 50,000 | 50,000 | 6 | % | 0.005 | |||||||||
19-Jan-13 | 30-Jul-13 | 5,000 | 5,000 | 6 | % | 0.004 | |||||||||
11-Feb-13 | 11-Aug-13 | 9,000 | 9,000 | 6 | % | 0.006 | |||||||||
25-Sep-13 | 25-Mar-14 | 10,000 | - | 6 | % | 0.0125 | |||||||||
28-Aug-09 | 1-Nov-09 | 4,300 | 4,300 | 10 | % | 0.015 | |||||||||
7-Apr-10 | 7-Nov-10 | 70,000 | 70,000 | 6 | % | 0.008 | |||||||||
12-Nov-10 | 7-Nov-11 | 40,000 | 40,000 | 6 | % | 0.005 | |||||||||
4-Oct-13 | 4-Apr-14 | 50,000 | - | 6 | % | 0.0125 | |||||||||
30-Oct-13 | 30-Oct-14 | 50,000 | - | 6 | % | 0.0125 | |||||||||
15-May-14 | 15-Nov-14 | 40,000 | - | 6 | % | 0.007 | |||||||||
341,300 | 191,300 | ||||||||||||||
Unamortized discount | - | - | |||||||||||||
Balance | $ | 341,300 | $ | 191,300 | |||||||||||
Convertible notes payable - related party, in default | |||||||||||||||
7-Jan-13 | 30-Jun-13 | $ | - | $ | 7,500 | 6 | % | 0.004 | |||||||
19-Jan-13 | 30-Jul-13 | 15,000 | 15,000 | 6 | % | 0.004 | |||||||||
7-Feb-13 | 7-Aug-13 | - | 10,000 | 6 | % | 0.005 | |||||||||
9-Jul-13 | 19-Dec-13 | - | 15,000 | 6 | % | 0.015 | |||||||||
January 9, 2009 | 9-Jan-10 | 10,000 | 10,000 | 6.00 | % | 0.0150 | |||||||||
25-Jan-10 | 25-Jan-11 | 6,000 | 6,000 | 6 | % | 0.005 | |||||||||
18-Jan-12 | 18-Jul-12 | 50,000 | 50,000 | 8 | % | 0.004 | |||||||||
26-Jul-13 | 26-Jan-14 | 10,000 | - | 6 | % | 0.01 | |||||||||
17-Jan-14 | 17-Jul-14 | 31,500 | - | 6 | % | 0.006 | |||||||||
27-May-14 | 27-Nov-14 | 7,000 | - | 6 | % | 0.007 | |||||||||
129,500 | 113,500 | ||||||||||||||
Unamortized discount | - | - | |||||||||||||
Balance | $ | 129,500 | $ | 113,500 | |||||||||||
Convertible notes payable - related party | |||||||||||||||
21-Jul-14 | 25-Jan-15 | $ | 17,000 | $ | - | 6 | % | 0.008 | |||||||
16-Oct-14 | 16-Apr-15 | 21,000 | - | 6 | % | 0.0045 | |||||||||
17-Jul-13 | 17-Jan-14 | - | 30,000 | 6 | % | 0.001 | |||||||||
26-Jul-13 | 26-Jan-14 | - | 10,000 | 6 | % | 0.001 | |||||||||
12-Nov-13 | 12-May-14 | - | 11,000 | 6 | % | 0.0125 | |||||||||
38,000 | 51,000 | ||||||||||||||
Unamortized discount | (15,064 | ) | -26,889 | ||||||||||||
Balance | $ | 22,936 | $ | 24,111 | |||||||||||
Aggregate allocation | 2014 | 2013 | |||||||||||||
Face value of convertible notes payable | $ | 151,500 | $ | 310,990 | |||||||||||
Beneficial conversion feature | (29,212 | ) | (147,422 | ) | |||||||||||
Carrying value | $ | 122,288 | $ | 163,568 | |||||||||||
Notes Payable | Maturity Date | 2014 | 2013 | Interest Rate | |||||||||||
Issue Date | |||||||||||||||
Notes payable, in default –related parties: | |||||||||||||||
24-Feb-10 | 24-Feb-11 | $ | 7,500 | $ | 7,500 | 6.00 | % | ||||||||
Notes payable, in default: | |||||||||||||||
23-Jun-11 | 23-Aug-11 | 25,000 | 25,000 | 6.00 | % | ||||||||||
27-Apr-11 | 27-Apr-12 | 5,000 | 5,000 | 6.00 | % | ||||||||||
30,000 | 30,000 | ||||||||||||||
$ | 37,500 | $ | 37,500 | ||||||||||||
Summary of effect on earnings | $ | 2014 | $ | 2013 | |||||||||||
Face value of the convertible notes payable | 241,000 | - | |||||||||||||
Interest expense to record the convertible notes at | |||||||||||||||
fair value on the date of issuance | 389,611 | - | |||||||||||||
Interest expense to mark to market the convertible notes | |||||||||||||||
131,066 | - | ||||||||||||||
Fair value, end of year | $ | 761,677 | $ | - |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES - Components of loss per share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common shareholders | ($2,151,361) | ($2,174,354) |
Weighted average shares outstanding: | ||
Basic and diluted | 904,898,653 | 806,432,658 |
Basic and diluted | $0 | $0 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||
Diving vessel | $325,000 | $325,000 |
Generator | 7,420 | 7,420 |
Less accumulated depreciation | -236,165 | -202,181 |
Property and equipmemt net | $96,255 | $130,239 |
INCOME_TAXES_Schedule_of_Effec
INCOME TAXES - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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% |
CONVERTIBLE_NOTES_PAYABLE_AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Convertible Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible notes payable | $25,000 | $259,990 |
Convertible notes payable, Interest rate | 6.00% | |
Convertible notes payable, Unamortized discount | -14,148 | -120,553 |
Convertible notes payable, Total | 10,852 | 139,457 |
Convertible notes payable, in default | 341,300 | 191,300 |
Convertible notes payable, in default, Total | 341,300 | 191,300 |
Convertible notes payable - related parties, in default | 129,500 | 113,500 |
Convertible notes payable - related parties, in default, Total | 129,500 | 113,500 |
Convertible notes payable - related party | 38,000 | 51,000 |
Convertible notes payable - related party, Unamortized discount | -15,064 | -26,889 |
Convertible notes payable - related parties, Total | 22,936 | 24,111 |
Notes Issued Oct 30, 2013 | ||
Convertible notes payable, Maturity date | 30-Oct-14 | 30-Oct-14 |
Convertible notes payable | 49,990 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Convertible notes payable, in default, Maturity date | 10/30/14 | 10/30/14 |
Convertible notes payable, in default | 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Oct 4, 2013 | ||
Convertible notes payable, Maturity date | 12-May-13 | 12-May-13 |
Convertible notes payable | 50,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Convertible notes payable, in default, Maturity date | 4/4/14 | 4/4/14 |
Convertible notes payable, in default | 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Oct 21, 2013 | ||
Convertible notes payable, Maturity date | 21-Apr-14 | 21-Apr-14 |
Convertible notes payable | 40,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Notes Issued Sep 25, 2013 | ||
Convertible notes payable, Maturity date | 25-Mar-14 | 25-Mar-14 |
Convertible notes payable | 10,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Convertible notes payable, in default, Maturity date | 3/25/14 | 3/25/14 |
Convertible notes payable, in default | 10,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Sep 18, 2013 | ||
Convertible notes payable, Maturity date | 18-Mar-13 | 18-Mar-13 |
Convertible notes payable | 20,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Notes Issued Aug 8, 2013 | ||
Convertible notes payable, Maturity date | 11-Feb-14 | 11-Feb-14 |
Convertible notes payable | 40,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 28, 2013 | ||
Convertible notes payable, Maturity date | 28-Jan-14 | 28-Jan-14 |
Convertible notes payable | 25,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Notes Issued Oct 13, 2014 | ||
Convertible notes payable, Maturity date | 15-Apr-15 | 15-Apr-15 |
Convertible notes payable | 25,000 | |
Convertible notes payable, Interest rate | 6.00% | 6.00% |
Convertible notes payable, Conversion rate | $0.01 | $0.01 |
Notes Issued May 15, 2014 | ||
Convertible notes payable, in default, Maturity date | 11/15/14 | 11/15/14 |
Convertible notes payable, in default | 40,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Nov 12, 2010 | ||
Convertible notes payable, in default, Maturity date | 11/7/11 | 11/7/11 |
Convertible notes payable, in default | 40,000 | 40,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Convertible notes payable - related party, Maturity date | 12-May-14 | 12-May-14 |
Convertible notes payable - related party | 11,000 | |
Convertible notes payable - related parties, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, Conversion rate | $0.01 | $0.01 |
Notes Issued Apr 7, 2010 | ||
Convertible notes payable, in default, Maturity date | 11/7/10 | 11/7/10 |
Convertible notes payable, in default | 70,000 | 70,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Aug 28, 2009 | ||
Convertible notes payable, in default, Maturity date | 11/1/09 | 11/1/09 |
Convertible notes payable, in default | 4,300 | 4,300 |
Convertible notes payable, in default, Interest rate | 10.00% | 10.00% |
Convertible notes payable, in default, Conversion rate | $0.02 | $0.02 |
Notes Issued Feb 11, 2013 | ||
Convertible notes payable, in default, Maturity date | 8/11/13 | 8/11/13 |
Convertible notes payable, in default | 9,000 | 9,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 19, 2013 | ||
Convertible notes payable, in default, Maturity date | 7/30/13 | 7/30/13 |
Convertible notes payable, in default | 5,000 | 5,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.00 | $0.00 |
Convertible notes payable - related parties, in default, Maturity date | 30-Jul-13 | 30-Jul-13 |
Convertible notes payable - related parties, in default | 15,000 | 15,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | $0.00 |
Notes Issued Nov 20, 2012 | ||
Convertible notes payable, in default, Maturity date | 5/20/13 | 5/20/13 |
Convertible notes payable, in default | 50,000 | 50,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jul 16, 2012 | ||
Convertible notes payable, in default, Maturity date | 7/30/13 | 7/30/13 |
Convertible notes payable, in default | 5,000 | 5,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Oct 31, 2012 | ||
Convertible notes payable, in default, Maturity date | 4/30/13 | 4/30/13 |
Convertible notes payable, in default | 8,000 | 8,000 |
Convertible notes payable, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable, in default, Conversion rate | $0.00 | $0.00 |
Notes Issued May 27, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | 27-Nov-14 | 27-Nov-14 |
Convertible notes payable - related parties, in default | 7,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 17, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | 17-Jul-14 | 17-Jul-14 |
Convertible notes payable - related parties, in default | 31,500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jul 26, 2013 | ||
Convertible notes payable - related party, Maturity date | 26-Jan-14 | 26-Jan-14 |
Convertible notes payable - related party | 10,000 | |
Convertible notes payable - related parties, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 18, 2012 | ||
Convertible notes payable - related parties, in default, Maturity date | 18-Jul-12 | 18-Jul-12 |
Convertible notes payable - related parties, in default | 50,000 | 50,000 |
Convertible notes payable - related parties, in default, Interest rate | 8.00% | 8.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | $0.00 |
Notes Issued Jan 25, 2010 | ||
Convertible notes payable - related parties, in default, Maturity date | 25-Jan-11 | 25-Jan-11 |
Convertible notes payable - related parties, in default | 6,000 | 6,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 9, 2009 | ||
Convertible notes payable - related parties, in default, Maturity date | 9-Jan-10 | 9-Jan-10 |
Convertible notes payable - related parties, in default | 10,000 | 10,000 |
Convertible notes payable - related parties, in default, Interest rate | 10.00% | 10.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.02 | $0.02 |
Notes Issued Jul 9, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | 19-Dec-13 | 19-Dec-13 |
Convertible notes payable - related parties, in default | 15,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.02 | $0.02 |
Notes Issued Feb 7, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | 7-Aug-13 | 7-Aug-13 |
Convertible notes payable - related parties, in default | 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.01 | $0.01 |
Notes Issued Jan 7, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | 30-Jun-13 | 30-Jun-13 |
Convertible notes payable - related parties, in default | 7,500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $0.00 | $0.00 |
Notes Issued Jul 17, 2013 | ||
Convertible notes payable - related party, Maturity date | 17-Jan-14 | |
Convertible notes payable - related party | ||
Convertible notes payable - related parties, Interest rate | 6.00% | |
Convertible notes payable - related parties, Conversion rate | $0.00 | |
Notes Issued Oct 16, 2014 | ||
Convertible notes payable - related party, Maturity date | 17-Jan-14 | 16-Apr-15 |
Convertible notes payable - related party | 30,000 | 21,000 |
Convertible notes payable - related parties, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, Conversion rate | $0.00 | $0.00 |
Notes Issued Jul 21, 2014 | ||
Convertible notes payable - related party, Maturity date | 25-Jan-15 | 25-Jan-15 |
Convertible notes payable - related party | $17,000 | |
Convertible notes payable - related parties, Interest rate | 6.00% | 6.00% |
Convertible notes payable - related parties, Conversion rate | $0.01 | $0.01 |
CONVERTIBLE_NOTES_PAYABLE_AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Aggregate allocation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Face value of convertible notes payable | $310,990 | $151,500 |
Beneficial conversion feature | -29,212 | -147,422 |
Carrying value | $163,568 | $122,288 |
CONVERTIBLE_NOTES_PAYABLE_AND_4
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Notes payable, in default, Total | $30,000 | $30,000 |
TOTAL NOTES PAYABLE | 37,500 | 37,500 |
Notes Issued Feb 24, 2010 | ||
Notes payable, in default brelated parties, Maturity date | 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% |
Notes Issued Jun 23, 2011 | ||
Notes payable, in default, Maturity date | 8/3/11 | |
Notes payable, in default | 25,000 | 25,000 |
Notes payable, in default, Interest rate | 6.00% | 6.00% |
Notes Issued Apr 27, 2011 | ||
Notes payable, in default, Maturity date | 4/27/12 | |
Notes payable, in default | $5,000 | $5,000 |
Notes payable, in default, Interest rate | 6.00% | 6.00% |
CONVERTIBLE_NOTES_PAYABLE_AND_5
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Summary of effect on earnings (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Face value of the convertible notes payable | $241,000 | |
Interest expense to record the convertible notes at fair value on the date of issuance | 389,611 | |
Interest expense to mark to market the convertible notes on September 30, 2014 | 131,066 | |
Fair value, end of year | $761,677 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Depreciation expense | $33,984 | $33,984 |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 10, 2014 | |
Common stock, shares authorized | 1,200,000,000 | ||
Common stock, par value | 0.0001 | $0.00 | |
Preferred stock, shares issued | 67 | 67 | |
Authorized preferred shares | 50,000,000 | ||
Warrant | |||
Common stock avaible to holder of convertible note | 4,000,000 | ||
Exercise price | 0.005 | ||
Series A | |||
Preferred stock, shares issued | 7 | 7 | |
Preferred Stock, shares outstanding | 7 | 7 | |
Shares of common stock from the conversion of each share of preferred stock | 214,289 | ||
Series B | |||
Preferred stock, shares issued | 0 | 60 | |
Preferred Stock, shares outstanding | 0 | 60 | |
Voting power total | 60.00% |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $10,175,000 | $8,023,260 |
LEASE_OBLIGATION_Details_Narra
LEASE OBLIGATION (Details Narrative) (USD $) | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
sqft | |||
Corporate Office | |||
Square Feet | 823 | ||
Base monthly rent | $1,235 | $1,200 | |
Future minimum rental payments | 7,407 | ||
Operations House | |||
Future minimum rental payments | $19,800 |
CONVERTIBLE_NOTES_PAYABLE_AND_6
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Total convertible notes issued | $151,500 | |
Convertible notes payable, Interest rate | 6.00% | |
Interest expense related to the amortization of debt discounts | 232,657 | |
Accrued interest included in accounts payable and accrued liabilities | 91,754 | 59,267 |
Convertible note to shareholder | 3,500 | |
Convertible note to shareholder, interest | 0 | |
Notes Issued Nov 5, 2014 | ||
Convertible notes payable total | 53,000 | |
Convertible notes payable, Interest rate | 8.00% | |
Fair value of convertible note | 155,344 | |
Loss on derivative financial instrument | 22,057 | |
Notes Issued Dec 17, 2014 | ||
Convertible notes payable total | 43,000 | |
Convertible notes payable, Interest rate | 8.00% | |
Fair value of convertible note | 126,503 | |
Loss on derivative financial instrument | 40,980 | |
Notes Issued Oct 22, 2012 | ||
Convertible notes payable total | 42,500 | |
Convertible notes payable, Interest rate | 8.00% | |
Convertible notes, shares | 1,136,364 | |
Repaid on principal | 30,000 | |
Remaining principl | 12,500 | |
Notes Issued Dec 18, 2012 | ||
Convertible notes payable total | 42,500 | |
Convertible notes payable, Interest rate | 8.00% | |
Accrued interest included in accounts payable and accrued liabilities | 1,700 | |
Convertible notes, shares | 3,226,278 | |
Remaining principl | 42,500 | |
Notes Issued Jan 16, 2014 | ||
Convertible notes payable total | 50,000 | |
Convertible notes payable, Interest rate | 6.00% | |
Convertible notes payable, Maturity date | 16-Jul-14 | |
Loss on derivative financial instrument | 51,431 | |
Convertible notes, shares | 6,866,666 | |
Notes Issued Mar 17, 2014 | ||
Convertible notes payable total | 40,000 | |
Convertible notes payable, Interest rate | 8.00% | |
Convertible notes payable, Maturity date | 17-Mar-15 | |
Loss on derivative financial instrument | 31,321 | |
Convertible notes payable, fair value | 96,798 | |
Convertible notes, shares | 11,181,304 | |
Notes Issued Apr 24, 2014 | ||
Convertible notes payable total | 107,000 | |
Convertible notes payable, Interest rate | 12.00% | |
Convertible notes payable, Maturity date | 24-Apr-15 | |
Face value of convertible note | 52,000 | |
Fair value of convertible note | 167,000 | |
Conversion price | $35,000 | |
Loss on derivative financial instrument | 166,771 | |
Convertible notes payable, fair value | 243,551 | |
Convertible notes, shares | 9,956,709 | |
Notes Issued Aug 21, 2014 | ||
Convertible notes payable total | 40,000 | |
Convertible notes payable, Interest rate | 8.00% | |
Convertible notes payable, Maturity date | 21-Aug-15 | |
Face value of convertible note | 40,000 | |
Fair value of convertible note | 137,614 | |
Loss on derivative financial instrument | 33,372 | |
Convertible notes payable, fair value | 122,330 | |
Notes Issued Sep 8, 2014 | ||
Convertible notes payable total | 53,500 | |
Convertible notes payable, Interest rate | 12.00% | |
Convertible notes payable, Maturity date | 8-Sep-15 | |
Loss on derivative financial instrument | 42,080 | |
Convertible notes payable, fair value | $82,141 |
MATERIAL_AGREEMENTS_Details_Na
MATERIAL AGREEMENTS (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Aug. 31, 2014 | Jul. 31, 2014 | 31-May-14 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Feb. 28, 2014 | |
Restricted shares issued as consulting and contractor fees | 1,500,000 | 2,000,000 | ||||||
Daily pay to Marine Surveying company | $3,500 | |||||||
Future service daily pay | 1,850 | |||||||
Minimum value of company stock | 2,000 | |||||||
Stock issued for services | 142,900 | |||||||
Fees paid to independent contractor, per month | 4,000 | |||||||
Boat slip monthly lease | 922 | 354 | ||||||
Vessel daily rental | 150 | |||||||
Additional vessel rental fee | 200 | |||||||
Transfer agency fees | 29,850 | |||||||
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 | |||||||
Common stock provided for consulting fees | 500,000 | |||||||
Fees paid for ongoing business advisory and strategic planning and consulting services, assistance with financial reporting. | 5,000 | |||||||
Operations House | ||||||||
Future minimum rental payments | 19,800 | |||||||
Director | ||||||||
Restricted shares issued as consulting and contractor fees | 2,000,000 | |||||||
Advisory Council Member | ||||||||
Restricted shares issued as consulting and contractor fees | 300,000 | |||||||
Stock issued for services | 300,000 | |||||||
Common stock vest rate, per month | 25,000 | |||||||
CEO | ||||||||
Consulation Fees | $3,000 | |||||||
Quest, LLC | ||||||||
Entitlement of artifact recovery | 0.6 | |||||||
Ownership | 50.00% |
DIVISION_OF_ARTIFACTS_AND_TREA1
DIVISION OF ARTIFACTS AND TREASURE (Details Narrative) | Jun. 08, 2010 |
Research and Development [Abstract] | |
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 | 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 | ||
Compensatory damages | $5,080,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||
Oct. 31, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | 27-May-14 | Apr. 30, 2014 | Feb. 28, 2014 | Jan. 17, 2014 | Jul. 26, 2013 | Jan. 19, 2013 | Jan. 18, 2012 | Feb. 24, 2010 | Jan. 25, 2010 | Jan. 09, 2009 | |
Common stock shares due and payable upon receipt of a salvage and recovery contract | ||||||||||||||||
Short term loan from related party shareholder | $1,500 | |||||||||||||||
Restricted shares of common stock to be paid to the Director | 2,000,000 | |||||||||||||||
Convertible note payable, amount | 21,000 | 17,000 | 7,000 | 5,005 | 31,500 | 10,000 | 15,000 | 50,000 | 7,500 | 6,000 | 10,000 | |||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | |||||
Convertible note payable, common stock price per share | $0.05 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.00 | $0.00 | $0.01 | $0.02 | ||||||
Promissory note, original face value | 5,160 | 10,000 | 40,000 | |||||||||||||
Promissory note principal balance converted to common shares | 736,450 | 2,500,000 | 5,125,000 | 4,492,150 | ||||||||||||
Payment to related party consultant per month | 3,000 | |||||||||||||||
Restricted shares issued to related party consultant | 500,000 | |||||||||||||||
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 | |||||||||||||||
Subscription agreement, shares | 900,000 | |||||||||||||||
Subscription agreement, price per share | $0.01 | |||||||||||||||
Subscription agreement, proceeds received | 6,300 | |||||||||||||||
Payment to transfer agency | $29,850 |