Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | SEAFARER EXPLORATION CORP | |
Entity Central Index Key | 1,106,213 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,158,149,780 | |
Amendment Description | The purpose of this amendment on form 10-Q to Seafarer Exploration Corp's Quarterly Report for the period ended March 31, 2015, filed with the Securities and Exchange Commission on May 15, 2015 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash | $ 7,125 | $ 12,424 | |
Prepaid expenses | 46,027 | 29,991 | |
Settlement receivable | 500 | 18,000 | |
Deposits and other receivables | 1,183 | 1,183 | |
Total current assets | 54,835 | 61,598 | |
Property and equipment, net | 79,263 | 96,255 | |
Total Assets | 134,098 | 157,853 | |
Current liabilities: | |||
Accounts payable and accrued expense | 220,021 | 191,967 | |
Convertible notes payable, net of discounts of $62,333 and $14,148 | $ 12,667 | 10,852 | |
Convertible notes payable, related parties, net of discounts of $-0- and $15,064 | 22,936 | ||
Convertible notes payable, in default | $ 366,300 | 341,300 | |
Convertible notes payable, in default - related parties | 167,500 | 129,500 | |
Convertible notes payable, at fair value | 44,889 | 761,677 | |
Shareholder loan | 3,920 | 3,500 | |
Notes payable, in default | 30,000 | 30,000 | |
Notes payable, in default - related parties | 7,500 | 7,500 | |
Total current liabilities | $ 852,797 | $ 1,499,232 | |
Stockholders' deficit: | |||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2015 and December 31, 2014; Series B - 60 shares issued and outstanding at March 31, 2015 and December 31, 2014 | |||
Common stock, $0.0001 par value - 1,200,000,000 shares authorized; 1,155,305,950 and 986,356,130 shares issued and outstanding at June 30, 2015 and December 31, 2014 | $ 115,531 | $ 98,636 | |
Common stock to be issued | 183,700 | ||
Additional paid-in capital | 9,567,403 | $ 8,734,606 | |
Accumulated deficit | (10,585,333) | (10,174,621) | |
Total stockholders' deficit | (718,699) | (1,341,379) | |
Total liabilities and stockholders' deficit | $ 134,098 | $ 157,853 | |
Series A | |||
Stockholders' deficit: | |||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2015 and December 31, 2014; Series B - 60 shares issued and outstanding at March 31, 2015 and December 31, 2014 | |||
Series B | |||
Stockholders' deficit: | |||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2015 and December 31, 2014; Series B - 60 shares issued and outstanding at March 31, 2015 and December 31, 2014 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Discounts on convertible notes payable | $ 62,333 | $ 14,148 | |
Discounts on convertible notes payable, related parties | $ 0 | $ 15,604 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, shares issued | 67 | 67 | |
Preferred Stock, shares outstanding | 67 | 67 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |
Common stock, shares issued | 1,155,305,950 | 986,356,130 | |
Common Stock, shares outstanding | 1,155,305,950 | 986,356,130 | |
Series A | |||
Preferred stock, shares authorized | 7 | ||
Preferred stock, shares issued | 7 | 7 | |
Preferred Stock, shares outstanding | 7 | 7 | |
Series B | |||
Preferred stock, shares issued | 60 | 60 | |
Preferred Stock, shares outstanding | 60 | 60 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Expenses: | ||||
Consulting and contractor expenses | $ 174,341 | $ 164,936 | $ 354,047 | $ 368,863 |
Professional fees | 20,169 | 45,415 | 50,379 | 75,347 |
General and administrative expenses | 40,171 | 10,481 | 105,803 | 21,080 |
Depreciation expense | 8,496 | 8,496 | 16,992 | 16,992 |
Rent expense | 14,164 | 3,265 | 28,102 | 9,140 |
Vessel expenses | 16,277 | 22,229 | 26,762 | 41,769 |
Travel and entertainment | 23,081 | 32,023 | 36,333 | 66,456 |
Total operating expenses | 296,699 | 286,845 | 618,448 | 599,647 |
Loss from operations | (296,699) | (286,845) | (618,448) | (599,647) |
Other income (expense) | ||||
Interest income (expense), net | (51,693) | (220,667) | 207,826 | (443,606) |
Total other income (expense) | (51,693) | (220,667) | (207,826) | (443,606) |
Net loss | $ (348,392) | $ (507,512) | $ (410,622) | $ (1,043,253) |
Net loss per share - basic and diluted | ||||
Weighted average common shares outstanding - basic and diluted | 1,144,988,532 | 985,783,228 | 1,090,353,176 | 876,021,813 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net loss | $ (410,622) | $ (1,043,253) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 16,992 | 16,992 |
Interest (income) expense on fair value adjustment | (309,490) | 259,542 |
Amortization of debt discount and interest expense on beneficial conversion feature of the notes payable | 61,879 | 187,477 |
Common stock issued for services | 189,615 | $ 149,442 |
Decrease (increase) in: | ||
Settlement receivable | 17,500 | |
Prepaid expenses | (16,036) | $ 4,527 |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 63,364 | (3,139) |
Net cash provided (used) by operating activities | (386,888) | (428,412) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 306,169 | 233,266 |
Proceeds from the issuance of convertible notes payable | $ 75,000 | 235,005 |
Proceeds from the issuance of convertible notes payable, related party | $ 43,505 | |
Advances from shareholder | $ 9,420 | |
Payments to shareholders | (9,000) | $ (7,542) |
Net cash provided by financing activities | 381,589 | 504,234 |
Net increase (decrease) in cash | (5,299) | 75,822 |
Cash - beginning of year | 12,424 | 578 |
Cash - ending of year | 7,125 | $ 76,400 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | $ 6,000 | |
Cash paid for income taxes | ||
Noncash operating and financing activities: | ||
Common stock issued to satisfy outstanding invoices | $ 26,571 | $ 7,683 |
Convertible debt and accrued interest converted to common stock | $ 416,035 | $ 61,400 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2015 | |
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, one wreck site in the permit renewal process 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 | 6 Months Ended |
Jun. 30, 2015 | |
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 Companys 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, August 14, 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 Companys 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 Companys financial statements. The financial statements and notes are representations of the Companys 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Companys condensed financial statements. The condensed financial statements and notes are representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the condensed financial statements. Accounting Method The Companys condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. Revenue Recognition The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements and No. 104, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended June 30, 2015 and 2014, the Company did not report any revenues. Earnings Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at June 30, 2015 and 2014. Fair Value of Financial Instruments 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 managements 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 Companys 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 Companys 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. The following table presents certain investments and liabilities of the Companys financial assets measured and recorded at fair value in the Companys consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as June 30, 2015: Level 1 Level 2 Level 3 Total Fair value of derivative liability $ 44,889 $ - $ - $ 44,889 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 June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Diving vessel $ 325,000 $ 325,000 Generator 7,420 7,420 Less accumulated depreciation (253,157 ) (236,165 ) $ 79,263 $ 96,255 Depreciation expense for the six month periods ended June 30, 2015 and 2014 amounted to $ 16,992 . Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the periods ended June 30, 2015 and 2014. Employee Stock Based Compensation The FASB issued SFAS No.123 (revised 2004), Share-Based Payment Non-Employee Stock Based Compensation The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Use of Estimates The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Convertible Notes Payable at Fair Value The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
LOSS PER SHARE | NOTE 4 - LOSS PER SHARE Components of loss per share for the three and six months ended June 30, 2015 and 2014 are as follows: For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 Net loss attributable to common stockholders $ (339,721 ) $ (507,512 ) Weighted average shares outstanding: Basic and diluted 1,144,988,532 985,783,228 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Components of loss per share for the six months ended June 30, 2014 and 2013 are as follows: For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Net loss attributable to common stockholders $ (401,951 ) $ (1,043,253 ) Weighted average shares outstanding: Basic and diluted 1,090,353,176 876,021,813 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
CAPITAL STOCK | NOTE 5 CAPITAL STOCK As of June 30, 2015 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 As of June 30, 2015, 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 Companys common stock. As of June 30, 2015 and 2014, no shares of preferred stock had been converted into shares of the Companys common stock. Series B Preferred Stock 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 resolutions 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 During the three month period ended June 30, 2015 the Company issued warrants to purchase a total of 36,895,834 shares of its restricted common stock to four investors who subscribed to purchase common stock and two lenders who entered into convertible note agreements with the Company: Term Amount Exercise Price April 20, 2015 to November 20, 2015 10,000,000 $ 0.0050 May 08, 2015 to May 8, 2016 1,562,500 $ 0.0050 May 11, 2015 to November11, 2016 5,000,000 $ 0.0050 June 8, 2015 to December 8, 2016 10,000,000 $ 0.0032 June 16, 2015 to December 16, 2016 2,000,000 $ 0.0050 June 29, 2015 to December 29, 2015 8,333,334 $ 0.0050 36,895,834 The Company previously issued 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 to a convertible note holder. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 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 0.00 % 0.00 % 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 June 30, 2015 and December 31, 2014, the Companys only significant deferred income tax asset was an estimated net tax operating loss of $10,576,000 and $10,175,000 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 June 30, 2015 and December 31, 2014. Management has evaluated tax positions in accordance with ASC 740 and has not identified any tax positions, other than those discussed above, that require disclosure. |
LEASE OBLIGATION
LEASE OBLIGATION | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 7 - 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. Subsequent to June 30, 2015 the Company entered into an amended lease agreement commencing on July 1, 2015 through June 30, 2017. Under the amended lease agreement the base monthly rent is $1,215 from through June 30, 2016 and $1,251 from July 1, 2016 to June 30, 2017. There may be additional monthly charges for pro-rated maintenance, late fees, etc. 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, personnel, consultants and independent contractors involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015. The Company pays $2,200 per month to lease the operations house. |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE The Company evaluates each financial instrument to determine whether it meets the definition of conventional convertible debt under ASC 815-40. The note payable conversion feature of the outstanding convertible debt met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. Convertible Notes Payable The following table reflects the convertible notes payable, other than three notes that have been remeasured to fair value which are discussed later in Note 8, as of June 30, 2015: Issue Maturity June 30, Interest Conversion Date Date 2015 Rate Rate Convertible notes Payable: April 20, 2015 April 20, 2016 $ 50,000 6.00 % 0.00320 June 29, 2015 December 29, 2015 $ 25,000 6.00 % 0.00300 Unamortized discounts 62,333 Balance $ 12,667 Convertible notes payable, in default October 31, 2012 April 30, 2013 $ 8,000 6.00 % 0.0040 July 16, 2012 July 30, 2013 5,000 6.00 % 0.0050 November 20, 2012 May 20, 2013 50,000 6.00 % 0.0050 January 19, 2013 July 30, 2013 5,000 6.00 % 0.0040 February 11, 2013 August 11, 2013 9,000 6.00 % 0.0060 September 25, 2013 March 25, 2014 10,000 6.00 % 0.0125 August 28, 2009 November 1, 2009 4,300 10.00 % 0.0150 April 7, 2010 November 7, 2010 70,000 6.00 % 0.0080 November 12, 2010 November 7, 2011 40,000 6.00 % 0.0050 October 4, 2013 April 4, 2014 50,000 6.00 % 0.0125 October 30, 2013 October 30, 2014 50,000 6.00 % 0.0125 May 15, 2014 November 15, 2014 40,000 6.00 % 0.0070 October 13, 2014 April 13, 2015 25,000 6.00 % 0.0050 Balance $ 366,300 Convertible notes payable - related party, in default January 19, 2013 July 30, 2013 $ 15,000 6.00 % 0.0040 January 9, 2009 January 9, 2010 10,000 6.00 % 0.0150 January 25, 2010 January 25, 2011 6,000 6.00 % 0.0050 January 18, 2012 July 18, 2012 50,000 8.00 % 0.0040 July 26, 2013 January 26, 2014 10,000 6.00 % 0.0100 January 17, 2014 July 17, 2014 31,500 6.00 % 0.0060 May 27, 2014 November 27, 2014 7,000 6.00 % 0.0070 July 21, 2014 January 25, 2015 17,000 6.00 % 0.0080 October 16, 2014 April 16, 2015 21,000 6.00 % 0.0045 Balance $ 167,500 Notes Payable The following table reflects the notes payable as of June 30, 2015: Issue Date Maturity Date June 30, 2015 Interest Rate Notes payable, in default related parties: February 24, 2010 February 24, 2011 $ 7,500 6.00 % Notes payable, in default: June 23, 2011 August 23, 2011 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 6.00 % 30,000 $ 37,500 At June 30, 2015 and December 31, 2014, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $99,730 and $91,167, respectively, and included in accounts payable and accrued liabilities on the accompanying balance sheets. Between January 1, 2015 and June 30, 2015, the Company issued two new convertible notes payable with an aggregate face value of $75,000. Both of these notes are convertible into shares of the Company common stock at a fixed price per share. Convertible Notes Payable and Notes Payable, in Default The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital. The convertible notes that have been issued by the Company are convertible at the lenders option. These convertible notes represent significant potential dilution to the Companys current shareholders as the convertible price of these notes is generally lower than the current market price of the Companys shares. As such when these notes are converted into shares of the Companys common stock there is typically a highly dilutive effect on current shareholders and very possible that such dilution may significantly negatively affect the trading price of the Companys common stock. Shareholder Loan At June 30, 2015 the Company had a loan outstanding to a related party shareholder in the amount of $3,920 at 0% interest and is due on demand. Convertible Notes Payable at Fair Value 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 holders option, into the Companys common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price for the Companys 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 Companys 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 Companys statement of operations. The conversion of the note into shares of the Companys 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 Companys 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. During the six month period ended June 30, 2015, the remaining principal balance of $52,000 plus accrued interest was converted into 22,531,030 shares of common stock. 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 holders option, into the Companys common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 57% multiplied by the lowest closing bid price for the Companys 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 Companys 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 Companys statement of operations. The conversion of the note into shares of the Companys 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 Companys shares. During the six month period ended June 30, 2015, the note was converted into 18,601,734 shares of common stock. 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 holders option, into the Companys common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price for the Companys 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 Companys 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 Companys statement of operations. The conversion of the note into shares of the Companys 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 Companys shares. During the six month period ended June 30, 2015, the note was converted into 23,900,625 shares of common stock. 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 holders option, into the Companys 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 Companys 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 Companys common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be recognized in interest expense or interest income on the Companys statement of operations. The holder of this convertible note has the right to convert the balance of the note into shares of the Companys common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Companys 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 Companys shares. During the six month period ended June 30, 2015, the Company repaid $12,000 of principal of the note and the remaining balance of the note was converted into 15,980,220 shares of common stock. 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 holders option, into the Companys 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 Companys 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 Companys common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be recognized in interest expense or interest income on the Companys statement of operations. The holder of this convertible note has the right to convert the balance of the note into shares of the Companys common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Companys 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 Companys shares. During the six month period ended June 30, 2015, $15,000 principal balance of the note was converted into 6,000,000 shares of common stock. At June 30, 2015 the remaining $28,000 face value convertible note payable was recorded at its fair value of $44,889. The conversion of the various notes that are measured at fair value into shares of the Companys common stock is potentially highly dilutive to current shareholders. If the note holders elect to sell the shares that it has acquired as a result of converting the notes into shares of common stock, then the sales of any such shares may result in a significant decrease in the market price of the Companys common stock. Additionally, the holders of these convertible notes at fair value have substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of default the interest rates for each of the notes at fair value may increase to rates of 24% per annum or greater. Furthermore, there are additional events that could cause the lenders to be owed additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Companys stock, etc. If the lenders receives additional shares of the Companys common stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Companys common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. The following tables summarize the effects on earnings associated with changes in the fair values of the convertible notes payable, at fair value for the three months ended June 30, 2015: Face value of the convertible notes payable $ 28,000 Interest expense to record the convertible notes at fair value on the date of issuance 26,685 Interest income to mark to market the convertible notes on June 30, 2015 9,796 June 30, 2015 fair value $ 44,889 |
MATERIAL AGREEMENTS
MATERIAL AGREEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS | NOTE 9 MATERIAL AGREEMENTS Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarers 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 Management believes that the permit with the FBAR is being renewed in the name of Seafarer Exploration Corp. under a judges order. The permit had not been issued as of the filing date 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 and is in the process of terminating its permit with the Florida Division of Historical Resources for this site Exploration Permit with the Florida Division of Historical Resources for an Area off of Cape Canaveral, Florida On July 28, 2014, the Companys partnership with Marine Archeological Partners, LLC, Seafarers Quest, LLC received a 1A-31 Dig and Identify 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. The Company must obtain various concurrent environmental permits in order to perform exploration and recovery operations at the site. Certain Other Agreements In January of 2015, the Company extended the term of a previous agreement with an individual who is related to the Companys CEO to continue serving as a member of the Companys 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 Companys 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 8,000,000 restricted shares of its common stock and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. A portion of the 8,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statement of operations and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense. In January of 2015, the Company extended the term of a previous agreement with an individual who is related to the Companys CEO to continue serving as a member of the Companys 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 Companys 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 6,000,000 restricted shares of its common stock and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. A portion of the 6,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statement of operations and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense. In April of 2015, the Company entered into agreements with ten separate individuals to either join or rejoin the Companys advisory council. Under the advisory council agreements all of the the advisors agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Companys 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 nine of the advisors 1,000,000 shares a piece and one advisor 2,000,000 shares, an aggregate total of 11,000,000 restricted shares of its common stock. According to the agreements each of the Advisors shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If any of the advisors or the Company terminates the advisory council agreements prior to the expiration of the one year terms, then each of the advisors whose agreement has been terminated 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 has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Companys CEO to provide stock transfer agency services. At June 30, 2015, the Company owed the related party limited liability company $22,756 for transfer agency services rendered. The amount owed as of June 30, 2015 is included in the accompanying balance sheet under accrued payable and accrued expenses. In January 2015, the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $62,936 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 Companys stock transfer agency. The Company issued 15,734,068 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 $62,936 from the sale of the stock, then the consultant is entitled to receive up to an additional 5,000,000 shares of common stock or a cash payment until the balance is paid in full. The related party limited liability company has also provided various corporate consulting, strategic planning and training under a separate consulting agreement that was entered into in March of 2014. All fees paid to the related party consultant during the period ended June 30, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Companys 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 Companys agreements and books and records. The consultant provides the services under the direction and supervision of the Companys CEO. All fees paid to the related party consultant during the period ended June 30, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for providing ongoing business advisory and strategic planning and consulting services, 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 Companys 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. The Company has an ongoing agreement to pay a limited liability company a monthly fee of $3,500 in cash or $5,000 per month in restrictged stock for archeological services and the review of historic shipwreck research consulting services. The Company has an ongoing agreement to pay an individual a monthly fee of $3,500 per month for archeological consulting services. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2015 | |
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 Companys common stock that are collectively owned by the plaintiffs, which prevented the plaintiffs from selling or transferring their shares of the Companys 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 attorneys fees from the Plaintiffs for such removal. On November 7, 2013, Judge James Moody of the United States District Court entered an Order granting the Remand Motion of Seafarer, finding that Plaintiffs removed the case based on their assumption that the counterclaim would establish federal jurisdiction. Plaintiffs removal is patently without merit. Judge Moody further held Plaintiffs removal had no basis under the law or facts. Simply put, the removal was not objectively reasonable. Accordingly, the Court Ordered the case sent back to State Court and that the Federal Court would award Defendants [Seafarer] a reasonable amount of attorneys fees and costs. Seafarer collected such attorneys 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. 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) CADEFs 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. 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 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 Tulcos 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 Seafarers 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 is Currently filing an Admiralty Claim over such sight as well in the United States District Court. On September 3, 2014, the Company filed a lawsuit against Darrel Volentine, of California. Mr. Volentine was sued in two counts of libel per se under Florida law, as well as a count for injunction against the Defendant to exclude and prohibit internet postings. Such lawsuit was filed in the Circuit Court in Hillsborough County, Florida. Such suit is based upon internet postings on www.investorshub.com |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 11 RELATED PARTY TRANSACTIONS During the six month period ended June 30, 2015: In January of 2015, an individual who is related to the Companys CEO entered into a subscription agreement to purchase 350,000 shares of the Companys restricted common stock at a price of $0.0032 per share and the Company received proceeds of $1,120. In January of 2015, the Company extended the term of a previous agreement with an individual who is related to the Companys CEO to continue serving as a member of the Companys 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 Companys 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 8,000,000 restricted shares of its common stock and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. A portion of the 8,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense. In January of 2015, the Company extended the term of a previous agreement with an individual who is related to the Companys CEO to continue serving as a member of the Companys 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 Companys 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 6,000,000 restricted shares of its common stock and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. A portion of the 6,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense. In February, March and April of 2015, a related party shareholder provided an interest free loan to the Company in the amount of $2,920. As of June 30, 2015, the loan balance outstanding to the related party shareholder was $3,920. In May of 2015, an individual who is related to the Companys CEO entered into a subscription agreement to purchase 5,000,000 shares of the Companys restricted common stock at a price of $0.0032 per share and the Company received proceeds of $16,000. The related party also received a warrant to purchase 5,000,000 at a price of $0.005 for eighteen months from the execution date of the subscription agreement. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Companys CEO to provide stock transfer agency services. At June 30, 2015, the Company owed the related party limited liability company $22,756 for transfer agency services rendered. The amount owed as of June 30, 2015 is included in the accompanying balance sheet under accrued payable and accrued expenses. In January 2015, the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $62,936 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 Companys stock transfer agency. The Company issued 15,734,068 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 $62,936 from the sale of the stock, then the consultant is entitled to receive up to an additional 5,000,000 shares of common stock or a cash payment until the balance is paid in full. The related party limited liability company has also provided various corporate consulting, strategic planning and training under a separate consulting agreement that was entered into in March of 2014. All fees paid to the related party consultant during the period ended June 30, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Companys 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 Companys agreements and books and records. The consultant provides the services under the direction and supervision of the Companys CEO. All fees paid to the related party consultant during the period ended June 30, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. At June 30, 2015 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 Companys 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 holders option into the Companys common stock at $0.015 per share. The convertible note payable was due on or before January 9, 2010 and is secured. This note 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 Companys 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 lenders option into shares of the Companys common stock at a rate of $0.005 per share. This note 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 Companys 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 note 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 Companys 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 lenders option into shares of the Companys 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 Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys 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 Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys 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 Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys 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 Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys common stock at $0.007 per share. The convertible note payable was due on or before November 27, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated July 21, 2014 due to a person related to the Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys 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 Companys 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 Companys common stock. The note is convertible at the note holders option into the Companys common stock at $0.0045 per share. The convertible note payable was due on or before April 16, 2015 and is not secured. The note is currently in default due to non-payment of principal and interest. A loan in the amount of $3,920 to a related party shareholder. This loan does not bear interest and has no specific repayment terms. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS On August 13, 2015 the Board of Directors, pursuant to Section 607.0704, Florida Statutes, the Board of Directors, acting as shareholders of the Preferred Shares and pursuant to their own resolution, voted to increase the authorized shares of the Corporation from 1,200,000,000 common shares to 1,500,000,000 common shares. Such filing became official with the State of Florida and effective such date. The Company issued 57,294,623shares of common stock that was recorded as common stock to be issued in the accompanying balance sheet. |
SUMMARY OF SIGNIFCANT ACCOUNT18
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Accounting Method | Accounting Method The Companys condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements and No. 104, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended June 30, 2015 and 2014, the Company did not report any revenues. |
Earnings Per Share | Earnings Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at June 30, 2015 and 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 managements 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 Companys 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 Companys 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. The following table presents certain investments and liabilities of the Companys financial assets measured and recorded at fair value in the Companys consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as June 30, 2015: Level 1 Level 2 Level 3 Total Fair value of derivative liability $ 44,889 $ - $ - $ 44,889 |
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 June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Diving vessel $ 325,000 $ 325,000 Generator 7,420 7,420 Less accumulated depreciation (253,157 ) (236,165 ) $ 79,263 $ 96,255 Depreciation expense for the six month periods ended June 30, 2015 and 2014 amounted to $ 16,992 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the periods ended June 30, 2015 and 2014. |
Employee Stock Based Compensation | Employee Stock Based Compensation The FASB issued SFAS No.123 (revised 2004), Share-Based Payment |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services |
Use of Estimates | Use of Estimates The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Convertible Notes Payable at Fair Value | Convertible Notes Payable at Fair Value The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. |
SUMMARY OF SIGNIFCANT ACCOUNT19
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Fair value of derivative liability | Level 1 Level 2 Level 3 Total Fair value of derivative liability $ 44,889 $ - $ - $ 44,889 |
Property and Equipment and Depreciation | June 30, 2015 December 31, 2014 Diving vessel $ 325,000 $ 325,000 Generator 7,420 7,420 Less accumulated depreciation (253,157 ) (236,165 ) $ 79,263 $ 96,255 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Components of loss per share | Components of loss per share for the three and six months ended June 30, 2015 and 2014 are as follows: For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 Net loss attributable to common stockholders $ (339,721 ) $ (507,512 ) Weighted average shares outstanding: Basic and diluted 1,144,988,532 985,783,228 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Components of loss per share for the six months ended June 30, 2014 and 2013 are as follows: For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Net loss attributable to common stockholders $ (401,951 ) $ (1,043,253 ) Weighted average shares outstanding: Basic and diluted 1,090,353,176 876,021,813 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
CAPITAL STOCK - Warrants and Op
CAPITAL STOCK - Warrants and Options (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Warrants issued | Term Amount Exercise Price April 20, 2015 to November 20, 2015 10,000,000 $ 0.0050 May 08, 2015 to May 8, 2016 1,562,500 $ 0.0050 May 11, 2015 to November11, 2016 5,000,000 $ 0.0050 June 8, 2015 to December 8, 2016 10,000,000 $ 0.0032 June 16, 2015 to December 16, 2016 2,000,000 $ 0.0050 June 29, 2015 to December 29, 2015 8,333,334 $ 0.0050 36,895,834 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | 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 Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 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 0.00 % 0.00 % |
CONVERTIBLE NOTES PAYABLE AND23
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Issue Maturity June 30, Interest Conversion Date Date 2015 Rate Rate Convertible notes Payable: April 20, 2015 April 20, 2016 $ 50,000 6.00 % 0.00320 June 29, 2015 December 29, 2015 $ 25,000 6.00 % 0.00300 Unamortized discounts 62,333 Balance $ 12,667 Convertible notes payable, in default October 31, 2012 April 30, 2013 $ 8,000 6.00 % 0.0040 July 16, 2012 July 30, 2013 5,000 6.00 % 0.0050 November 20, 2012 May 20, 2013 50,000 6.00 % 0.0050 January 19, 2013 July 30, 2013 5,000 6.00 % 0.0040 February 11, 2013 August 11, 2013 9,000 6.00 % 0.0060 September 25, 2013 March 25, 2014 10,000 6.00 % 0.0125 August 28, 2009 November 1, 2009 4,300 10.00 % 0.0150 April 7, 2010 November 7, 2010 70,000 6.00 % 0.0080 November 12, 2010 November 7, 2011 40,000 6.00 % 0.0050 October 4, 2013 April 4, 2014 50,000 6.00 % 0.0125 October 30, 2013 October 30, 2014 50,000 6.00 % 0.0125 May 15, 2014 November 15, 2014 40,000 6.00 % 0.0070 October 13, 2014 April 13, 2015 25,000 6.00 % 0.0050 Balance $ 366,300 Convertible notes payable - related party, in default January 19, 2013 July 30, 2013 $ 15,000 6.00 % 0.0040 January 9, 2009 January 9, 2010 10,000 6.00 % 0.0150 January 25, 2010 January 25, 2011 6,000 6.00 % 0.0050 January 18, 2012 July 18, 2012 50,000 8.00 % 0.0040 July 26, 2013 January 26, 2014 10,000 6.00 % 0.0100 January 17, 2014 July 17, 2014 31,500 6.00 % 0.0060 May 27, 2014 November 27, 2014 7,000 6.00 % 0.0070 July 21, 2014 January 25, 2015 17,000 6.00 % 0.0080 October 16, 2014 April 16, 2015 21,000 6.00 % 0.0045 Balance $ 167,500 |
Notes Payable | Issue Date Maturity Date June 30, 2015 Interest Rate Notes payable, in default related parties: February 24, 2010 February 24, 2011 $ 7,500 6.00 % Notes payable, in default: June 23, 2011 August 23, 2011 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 6.00 % 30,000 $ 37,500 |
Summary of effect on earnings | Face value of the convertible notes payable $ 28,000 Interest expense to record the convertible notes at fair value on the date of issuance 26,685 Interest income to mark to market the convertible notes on June 30, 2015 9,796 June 30, 2015 fair value $ 44,889 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES - Fair value of derivative liability (Details) | Jun. 30, 2015USD ($) |
Level 1 | |
Fair value of derivative liability | $ 44,889 |
Level 2 | |
Fair value of derivative liability | |
Level 3 | |
Fair value of derivative liability | |
Total | |
Fair value of derivative liability | $ 44,889 |
SIGNIFICANT ACCOUNTING POLICI25
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment and Depreciation (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property and Equipment, net | $ 79,263 | $ 96,255 |
Less accumulated depreciation | (253,157) | (236,165) |
Diving Vessel | ||
Property and Equipment, net | 325,000 | 325,000 |
Generator | ||
Property and Equipment, net | $ 7,420 | $ 7,420 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Depreciation expense | $ 8,496 | $ 8,496 | $ 16,992 | $ 16,992 |
LOSS PER SHARE - Components of
LOSS PER SHARE - Components of loss per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Net loss attributable to common stockholders | $ (339,721) | $ (507,512) | $ (401,951) | $ (1,043,253) |
Weighted average shares outstanding: | ||||
Basic and diluted | 1,144,988,532 | 985,783,228 | 1,090,353,176 | 876,021,813 |
Loss per share: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
CAPITAL STOCK - Warrants and 28
CAPITAL STOCK - Warrants and Options (Details) - $ / shares | Jun. 30, 2015 | May. 31, 2015 |
Warrants issued | 36,895,834 | 5,000,000 |
April 20, 2015 to November 20, 2015 | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ .0050 | |
May 08, 2015 to May 8, 2016 | ||
Warrants issued | 1,562,500 | |
Warrants, Exercise Price | $ 0.0050 | |
May 11, 2015 to November11, 2016 | ||
Warrants issued | 5,000,000 | |
Warrants, Exercise Price | $ 0.0050 | |
June 8, 2015 to December 8, 2016 | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ .0032 | |
June 16, 2015 to December 16, 2016 | ||
Warrants issued | 2,000,000 | |
Warrants, Exercise Price | $ .0050 | |
June 29, 2015 to December 29, 2015 | ||
Warrants issued | 8,333,334 | |
Warrants, Exercise Price | $ .0050 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Feb. 10, 2014 | |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Authorized preferred shares | 50,000,000 | 50,000,000 | |
Warrants | |||
Common stock, shares authorized | 4,000,000 | ||
Exercise price | $ 0.005 | ||
Series A | |||
Authorized preferred shares | 7 | ||
Shares of common stock from the conversion of each share of preferred stock | 214,289 | ||
Series B | |||
Authorized preferred shares | 60 | ||
Voting power total | 60.00% |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate (Details) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | (34.00%) | (34.00%) |
State tax, net of federal effect | (3.96%) | (3.96%) |
Income taxes | 37.96% | 37.96% |
Valuation allowance | (37.96%) | (37.96%) |
Effective rate | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 10,576,000 | $ 10,175,000 |
LEASE OBLIGATION (Details Narra
LEASE OBLIGATION (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2017USD ($)ft² | Jun. 30, 2016USD ($)ft² | Sep. 30, 2015USD ($) | |
Base monthly rent | $ 14,164 | $ 3,265 | $ 28,102 | $ 9,140 | |||
Corporate Office | |||||||
Base monthly rent | $ 1,251 | $ 1,215 | |||||
Office space, area | ft² | 823 | 823 | |||||
Operations House | |||||||
Base monthly rent | $ 2,200 |
CONVERTIBLE NOTES PAYABLE AND33
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Convertible notes payable, Interest rate | 0.00% | |
Convertible notes payable, Conversion rate | $ 35,000 | |
Convertible notes payable, Unamortized discount | $ 62,333 | |
Convertible notes payable, Total | 12,667 | |
Convertible notes payable, in default, Total | 366,300 | |
Convertible notes payable - related parties, in default, Total | $ 167,500 | |
Notes Issued April 20, 2015 | ||
Convertible notes payable, Maturity date | Apr. 20, 2016 | |
Convertible notes payable | $ 50,000 | |
Convertible notes payable, Interest rate | 6.00% | |
Convertible notes payable, Conversion rate | $ .00320 | |
Notes Issued June 29, 2015 | ||
Convertible notes payable, Maturity date | Dec. 29, 2015 | |
Convertible notes payable | $ 25,000 | |
Convertible notes payable, Interest rate | 6.00% | |
Convertible notes payable, Conversion rate | $ 0.00300 | |
Notes Issued Oct 31, 2012 | ||
Convertible notes payable, in default, Maturity date | Apr. 30, 2013 | |
Convertible notes payable, in default | $ 8,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0040 | |
Notes Issued Jul 16, 2012 | ||
Convertible notes payable, in default, Maturity date | Jul. 30, 2013 | |
Convertible notes payable, in default | $ 5,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0050 | |
Notes Issued Nov 20, 2012 | ||
Convertible notes payable, in default, Maturity date | May 20, 2013 | |
Convertible notes payable, in default | $ 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0050 | |
Notes Issued Jan 19, 2013 | ||
Convertible notes payable, in default, Maturity date | Jul. 30, 2013 | |
Convertible notes payable, in default | $ 5,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0040 | |
Convertible notes payable - related parties, in default, Maturity date | Jul. 30, 2013 | |
Convertible notes payable - related parties, in default | $ 15,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0040 | |
Notes Issued Feb 11, 2013 | ||
Convertible notes payable, in default, Maturity date | Aug. 11, 2013 | |
Convertible notes payable, in default | $ 9,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0060 | |
Notes Issued Sep 25, 2013 | ||
Convertible notes payable, in default, Maturity date | Mar. 25, 2014 | |
Convertible notes payable, in default | $ 10,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued Aug 28, 2009 | ||
Convertible notes payable, in default, Maturity date | Nov. 1, 2009 | |
Convertible notes payable, in default | $ 4,300 | |
Convertible notes payable, in default, Interest rate | 10.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0150 | |
Notes Issued Apr 7, 2010 | ||
Convertible notes payable, in default, Maturity date | Nov. 7, 2010 | |
Convertible notes payable, in default | $ 70,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0080 | |
Notes Issued Nov 12, 2010 | ||
Convertible notes payable, in default, Maturity date | Nov. 7, 2011 | |
Convertible notes payable, in default | $ 40,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0050 | |
Notes Issued Oct 4, 2013 | ||
Convertible notes payable, in default, Maturity date | Apr. 4, 2014 | |
Convertible notes payable, in default | $ 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued Oct 30, 2013 | ||
Convertible notes payable, in default, Maturity date | Oct. 30, 2014 | |
Convertible notes payable, in default | $ 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued May 15, 2014 | ||
Convertible notes payable, in default, Maturity date | Nov. 15, 2014 | |
Convertible notes payable, in default | $ 40,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0070 | |
Notes Issued Oct 13, 2014 | ||
Convertible notes payable, Maturity date | Apr. 13, 2015 | |
Convertible notes payable | $ 25,000 | |
Convertible notes payable, Interest rate | 6.00% | |
Convertible notes payable, Conversion rate | $ 0.0050 | |
Notes Issued Jan 9, 2009 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 9, 2010 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 10.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0150 | |
Notes Issued Jan 25, 2010 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2011 | |
Convertible notes payable - related parties, in default | $ 6,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0050 | |
Notes Issued Jan 18, 2012 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 18, 2012 | |
Convertible notes payable - related parties, in default | $ 50,000 | |
Convertible notes payable - related parties, in default, Interest rate | 8.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0040 | |
Notes Issued Jul 26, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 26, 2014 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0100 | |
Notes Issued Jan 17, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 17, 2014 | |
Convertible notes payable - related parties, in default | $ 31,500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0060 | |
Notes Issued May 27, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 27, 2014 | |
Convertible notes payable - related parties, in default | $ 7,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0070 | |
Notes Issued Jul 21, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2015 | |
Convertible notes payable - related parties, in default | $ 17,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0080 | |
Notes Issued Oct 16, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Oct. 22, 2014 | |
Convertible notes payable - related parties, in default | $ 21,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0045 |
CONVERTIBLE NOTES PAYABLE AND34
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Notes Payable (Details) - Jun. 30, 2015 - USD ($) | Total |
Notes payable, in default, Total | $ 30,000 |
TOTAL NOTES PAYABLE | $ 37,500 |
Notes Issued Feb 24, 2010 | |
Notes payable, in default –related parties, Maturity date | Feb. 24, 2011 |
Notes payable, in default –related parties | $ 7,500 |
Notes payable, in default –related parties, Interest rate | 6.00% |
Notes Issued Jun 23, 2011 | |
Notes payable, in default, Maturity date | Aug. 3, 2011 |
Notes payable, in default | $ 25,000 |
Notes payable, in default, Interest rate | 6.00% |
Notes Issued Apr 27, 2011 | |
Notes payable, in default, Maturity date | Apr. 27, 2012 |
Notes payable, in default | $ 5,000 |
Notes payable, in default, Interest rate | 6.00% |
CONVERTIBLE NOTES PAYABLE AND35
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Summary of effect on earnings (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Debt Disclosure [Abstract] | |
Face value of the convertible notes payable | $ 28,000 |
Interest expense to record the convertible notes at fair value on the date of issuance | 26,685 |
Interest expense to mark to market the convertible notes | 9,796 |
Fair Value | $ 44,889 |
CONVERTIBLE NOTES PAYABLE AND36
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Accrued interest | $ 91,167 | $ 99,730 | $ 91,167 |
Total convertible notes issued | $ 91,167 | $ 75,000 | |
Convertible notes payable total | |||
Loan outstanding to related party | $ 3,920 | ||
Loan payable, Interest rate | 0.00% | ||
Derivative loss | $ 166,771 | ||
Repayment on notes | $ 52,000 | $ 20,000 | |
Conversion price | $ 35,000 | $ 35,000 | |
Notes converted into shares of common stock | 22,531,030 | 9,956,709 | |
Convertible notes payable, fair value | $ 761,677 | $ 44,889 | $ 761,677 |
Notes Issued Apr 24, 2014 | |||
Convertible notes payable total | $ 107,000 | ||
Loan payable, Interest rate | 12.00% | ||
Original issue discount of note payable | $ 7,000 | ||
Variable conversion price | 60.00% | ||
Derivative loss | $ 166,771 | ||
Loss on derivative financial instrument | $ 166,771 | ||
Conversion price | $ 52,000 | ||
Notes converted into shares of common stock | 22,531,030 | ||
Notes Issued Aug 21, 2014 | |||
Convertible notes payable total | $ 40,000 | ||
Loan payable, Interest rate | 8.00% | ||
Variable conversion price | 57.00% | ||
Derivative loss | $ 34,971 | ||
Loss on derivative financial instrument | $ 34,971 | ||
Notes converted into shares of common stock | 18,601,734 | ||
Notes Issued Sep 8, 2014 | |||
Convertible notes payable total | $ 53,500 | ||
Loan payable, Interest rate | 12.00% | ||
Original issue discount of note payable | $ 3,500 | ||
Variable conversion price | 60.00% | ||
Derivative loss | $ 42,080 | ||
Loss on derivative financial instrument | $ 42,080 | ||
Notes converted into shares of common stock | 23,900,625 | ||
Notes Issued Nov 5, 2014 | |||
Convertible notes payable total | $ 53,000 | ||
Loan payable, Interest rate | 8.00% | ||
Variable conversion price | 65.00% | ||
Derivative loss | $ 22,057 | ||
Repayment on notes | $ 12,000 | ||
Notes converted into shares of common stock | 15,980,220 | ||
Face value of convertible note | $ 53,000 | ||
Convertible notes payable, fair value | 91,047 | ||
Notes Issued Dec 17, 2014 | |||
Convertible notes payable total | $ 43,000 | ||
Loan payable, Interest rate | 8.00% | ||
Variable conversion price | 65.00% | ||
Derivative loss | $ 40,980 | ||
Loss on derivative financial instrument | $ 40,980 | ||
Notes converted into shares of common stock | 6,000,000 | ||
Face value of convertible note | $ 28,000 | ||
Convertible notes payable, fair value | $ 44,889 |
MATERIAL AGREEMENTS (Details Na
MATERIAL AGREEMENTS (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | |
Payment of restricted common stock | 11,000,000 | |||
Restricted shares of common stock issued consultant for services | 1,103,448 | |||
Payment per month to the consultant under original agreement | $ 3,500 | |||
Owed to related party LLC | $ 22,756 | |||
Outstanding debt related to legal fees | $ 62,936 | |||
Shares issued to vendor for outstanding debt | 15,734,068 | |||
Vendor entitled to common stock, until debt is paid in full, Shares | 5,000,000 | |||
Minimum payment per month to CFO | $ 5,000 | |||
Ongoing aggreement for monthly bookkeeping services | 3,000 | |||
Cash per month for archeological servces | 3,500 | |||
Restricted stock per month for archeological services | $ 5,000 | |||
Agreement #1 | ||||
Payment of restricted common stock | 8,000,000 | |||
Restricted shares of common stock issued consultant for services | 8,000,000 | |||
Agreement #2 | ||||
Payment of restricted common stock | 6,000,000 | |||
Restricted shares of common stock issued consultant for services | 6,000,000 | |||
Advisory Council Member 1-9 | ||||
Payment of restricted common stock | 1,000,000 | |||
Advisory Council Member 10 | ||||
Payment of restricted common stock | 2,000,000 |
LEGAL PROCEEDINGS (Details Narr
LEGAL PROCEEDINGS (Details Narrative) - USD ($) | Oct. 30, 2013 | Apr. 05, 2011 | Dec. 11, 2009 | Oct. 08, 2008 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Amount loss of the lawsuit | $ 1,041,000 | |||
Shares issued to counsel for Seafarer | 1,000,000 | |||
Compensatory damages | $ 5,080,000 | |||
Shares gifted by Micah Eldred | 34,700,000 | |||
Shares kept by Eldred | 4,140,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||||||||
Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | May. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Oct. 16, 2014 | Jul. 21, 2014 | May. 27, 2014 | Jan. 17, 2014 | Jul. 26, 2013 | Jan. 19, 2013 | Jan. 18, 2012 | Feb. 24, 2010 | Jan. 25, 2010 | Jan. 09, 2009 | |
Short term loan from related party shareholder | $ 2,900 | ||||||||||||||||
Payment of restricted common stock | 11,000,000 | ||||||||||||||||
Interest free loan | $ 2,920 | $ 2,920 | $ 2,920 | 3,920 | |||||||||||||
Convertible note payable, amount | $ 21,000 | $ 17,000 | $ 7,000 | $ 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% | 8.00% | 6.00% | 6.00% | 10.00% | |||||||
Convertible note payable, common stock price per share | $ 0.0045 | $ 0.008 | $ 0.007 | $ 0.006 | $ 0.01 | $ 0.004 | $ 0.004 | $ 0.005 | $ 0.015 | ||||||||
Payment to related party consultant per month | $ 3,000 | ||||||||||||||||
Outstanding debt related to legal fees | $ 62,936 | ||||||||||||||||
Shares issued to vendor for outstanding debt | 15,734,068 | ||||||||||||||||
Vendor entitled to common stock, until debt is paid in full, Shares | 5,000,000 | ||||||||||||||||
Subscription agreement, shares | 5,000,000 | 350,000 | |||||||||||||||
Subscription agreement, price per share | $ .0032 | $ 0.0032 | |||||||||||||||
Subscription agreement, proceeds received | $ 16,000 | $ 1,120 | |||||||||||||||
Warrants issued | 36,895,834 | 5,000,000 | |||||||||||||||
Warrants, exercise price | $ .005 | ||||||||||||||||
Payment to transfer agency | $ 22,756 | ||||||||||||||||
Agreement #1 | |||||||||||||||||
Payment of restricted common stock | 8,000,000 | ||||||||||||||||
Agreement #2 | |||||||||||||||||
Payment of restricted common stock | 6,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 2 Months Ended | |||
Aug. 20, 2015 | Aug. 13, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Shares authorized, beginning | 1,200,000,000 | 1,200,000,000 | ||
Common stock issued | 57,294,623 | |||
Initial | ||||
Shares authorized, beginning | 1,200,000,000 | |||
Increased | ||||
Shares authorized, beginning | 1,500,000,000 |
Uncategorized Items - sfrx-2015
Label | Element | Value |
Net loss | us-gaap_NetIncomeLoss | $ (348,392) |
Net loss | us-gaap_NetIncomeLoss | $ (507,512) |