Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 10, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | SEAFARER EXPLORATION CORP | |
Entity Central Index Key | 1,106,213 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2016 | |
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 | 2,052,576,784 | |
Amendment Description | The purpose of this amendment on form 10-Q to Seafarer Exploration Corp's Quarterly Report for the period ended September 30, 2016, filed with the Securities and Exchange Commission on November 14, 2016 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 | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 6,521 | $ 5,097 |
Prepaid expenses | 44,771 | 28,557 |
Deposits and other receivables | 750 | 316 |
Total current assets | 52,042 | 33,970 |
Property and equipment, net | 62,788 | 63,276 |
Total Assets | 114,830 | 97,246 |
Current liabilities: | ||
Accounts payable and accrued expense | 285,155 | 244,678 |
Convertible notes payable, net of discounts of $36,482 and $17,295 | 23,268 | 45,705 |
Convertible notes payable, related parties, net of discounts of $4,717 and $15,064 | 12,683 | 9,000 |
Convertible notes payable, in default | 434,952 | 391,300 |
Convertible notes payable, in default - related parties | 181,500 | 167,500 |
Convertible notes payable, at fair value | 311,076 | |
Shareholder loan | 29,270 | 32,703 |
Notes payable, in default | 37,000 | 30,000 |
Notes payable, in default - related parties | 17,500 | 17,500 |
Total current liabilities | 1,021,328 | 1,249,462 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at September 30, 2016 and December 31, 2015; Series B - 60 shares issued and outstanding at September 30, 2016 and December 31, 2015 | ||
Common stock, $0.0001 par value - 2,300,000,000 shares authorized; 2,147,109,416 and 1,332,102,348 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 216,219 | 133,210 |
Additional paid-in capital | 11,395,678 | 10,040,526 |
Accumulated deficit | (12,518,395) | (11,325,952) |
Total stockholders' deficit | (906,498) | (1,152,216) |
Total liabilities and stockholders' deficit | 114,830 | 97,246 |
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 September 30, 2016 and December 31, 2015; Series B - 60 shares issued and outstanding at September 30, 2016 and December 31, 2015 | ||
Series B | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at September 30, 2016 and December 31, 2015; Series B - 60 shares issued and outstanding at September 30, 2016 and December 31, 2015 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Discounts on convertible notes payable | $ 36,482 | $ 17,295 |
Discounts on convertible notes payable | $ 4,717 | $ 15,064 |
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 | 2,300,000,000 | 2,300,000,000 |
Common stock, shares issued | 2,147,109,416 | 1,332,102,348 |
Common Stock, shares outstanding | 2,147,109,416 | 1,332,102,348 |
Series A | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Expenses: | ||||
Consulting and contractor expenses | 166,803 | 125,787 | 338,144 | 479,834 |
Professional fees | 30,521 | 12,375 | 78,191 | 62,754 |
General and administrative expenses | 12,675 | 3,290 | 42,101 | 109,093 |
Depreciation expense | 8,496 | 8,496 | 25,488 | 25,488 |
Rent expense | 10,517 | 12,799 | 26,577 | 40,901 |
Vessel expense | 13,958 | 14,431 | 18,901 | 41,223 |
Travel and entertainment | 27,662 | 13,711 | 44,949 | 50,044 |
Total operating expenses | 270,632 | 190,889 | 574,351 | 809,337 |
Loss from operations | (270,632) | (190,889) | (574,351) | (809,337) |
Other income (expense) | ||||
Interest income (expense), net | (414,633) | (135,227) | (618,092) | 72,559 |
Loss on impairment | ||||
Total other income (expense) | (414,633) | (135,227) | (618,092) | 72,559 |
Net loss | $ (685,265) | $ (326,116) | $ (1,192,443) | $ (736,778) |
Net loss per share - basic and diluted | ||||
Weighted average common shares outstanding - basic and diluted | 2,005,911,180 | 1,193,601,601 | 1,633,729,734 | 1,120,925,906 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net loss | $ (1,192,443) | $ (736,778) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 25,488 | 25,488 |
Change in allowance for uncollectible note receivable | ||
Interest (income) expense on fair value adjustment | 272,325 | (170,844) |
Amortization of beneficial conversion feature of the notes payable | 49,749 | 67,129 |
Loss on impairment | ||
Common stock issued for services | 406,802 | 243,976 |
Common stock issued for loan fees | 81,874 | |
Decrease (increase) in: | ||
Settlement receivable | 18,000 | |
Prepaid expenses and deposits | (16,648) | (33,131) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 40,477 | 47,509 |
Net cash provided (used) by operating activities | (332,376) | (538,611) |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 192,720 | 331,368 |
Proceeds from the issuance of convertible notes payable | 121,700 | 202,000 |
Proceeds from the issuance of convertible notes payable, related party | 22,400 | 9,000 |
Payment of Convertible note payable | (12,000) | |
Advances from shareholder | 5,760 | 9,420 |
Payments to shareholders | (8,780) | (10,000) |
Net cash provided by financing activities | 333,800 | 529,788 |
Net increase (decrease) in cash | (1,424) | (8,823) |
Cash - beginning of period | 5,097 | 12,424 |
Cash - end of period | 6,521 | 3,601 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | 6,000 | 6,000 |
Cash paid for income taxes | ||
Noncash operating and financing activities: | ||
Common stock issued to satisfy outstanding invoices | 26,571 | 26,571 |
Convertible debt converted and accrued interest converted to common stock | $ 465,803 | $ 465,803 |
Common stock issued for fixed asset purchase | 25,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
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 develop the infrastructure necessary to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks. During 2008, the Company changed its fiscal year end from April 30 to December 31. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
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 November 14, 2016. 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the 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 September 30, 2016 and 2015, 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 September 30, 2016 and 2015. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring 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 notes recorded at fair value is determined using Level 3 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 represents the Companys assets and liabilities by level measured at fair value on a recurring basis at December 31, 2015: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 311,076 The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at September 30, 2016: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the notes payable at fair value for the nine month period ended September 30, 2016 is as follows: Fair Value January 1, 2016 Change in Fair Value New Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 311,074 $ 109,992 $ 135,884 $ (556,950 ) $ The change in the notes payable at fair value for the three months ended September 30, 2016 are as follows: Fair Value June 30, 2016 Change in fair Value Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 186,605 $ 221,059 $ $ (407,664 ) $ All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in interest income or expense in the accompanying financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above present value of the future interest payments. 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 September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 7,420 Less accumulated depreciation (295,637 ) (270,149 ) $ 62,788 $ 63,276 Depreciation expense for the nine month periods ended September 30, 2016 and 2015 amounted to $25,488. 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 September 30, 2016 and 2015. 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 ASC 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 | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Loss Per Share | NOTE 4 - LOSS PER SHARE Components of loss per share for the three months ended September 30, 2016 and 2015 are as follows: For the Three Months Ended September 30, 2016 For the Three Months Ended September 30, 2015 Net loss attributable to common stockholders $ (685,265 ) $ (326,116 ) Weighted average shares outstanding: Basic and diluted 2,005,911,180 1,193,601,601 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Components of loss per share for the nine months ended September 30, 2016 and 2015 are as follows: For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Net loss attributable to common stockholders $ (1,192,443 ) $ (736,738 ) Weighted average shares outstanding: Basic and diluted 1,633,729,734 1,120,925,906 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
CAPITAL STOCK | NOTE 5 CAPITAL STOCK At September 30, 2016 the Company was authorized to issue 2,300,000,000 shares of $0.0001 par value common stock. Preferred Stock The Company is authorized to sell or issue 50,000,000 shares of preferred stock. Series A Preferred Stock At September 30, 2016, 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 September 30, 2016 and 2015, no shares of preferred stock had been converted into shares of the Companys common stock. Series B Preferred Stock On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this 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 September 30, 2016, the Company issued the following warrants: Term Amount Exercise Price 07/12/16 to 01/12/18 4,000,000 $ 0.0020 07/20/16 to 08/26/17 18,181,818 $ 0.0033 08/26/16 to 08/26/17 7,000,000 $ 0.0050 08/31/16 to 08/31/18 25,000,000 $ 0.0010 54,181,818 As of September 30, 2016, the Company had a total of 143,531,818 warrants outstanding with exercise prices ranging from $0.0005 to $0.01 per share. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 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 September 30, 2016 and December 31, 2015, the Companys only significant deferred income tax asset was an estimated net tax operating loss of $12,518,000 and $11,326,000 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 September 30, 2016 and December 31, 2015. Company is preparing information for tax returns for past years. Due to the Companys lack of revenue since inception, management does not believe that there is any income tax liability for past years. 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 commencing on July 1, 2015 through June 30, 2017. Under the amended lease agreement the base monthly rent is $1,215 from July 1, 2015 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. Diving Operations House The Company has an operating lease for a house located in Palm Bay, 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, 2015 and expired on October 31, 2016. The Company is leasing the property on a month to month basis subsequent to October 31, 2016 under the same terms. The Company pays $1,300 per month to lease the operations house. |
Convertible Notes Payable and N
Convertible Notes Payable and Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
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 five notes that have been remeasured to fair value which are discussed later in Note 8, as of September 30, 2016: Issue Date Maturity Date September 30, 2016 Interest Rate Conversion Rate Convertible notes payable: April 4, 2016 November 4, 2016 $ 10,000 6.00 % 0.0010 July 19, 2016 July 19, 2017 4,000 6.00 % 0.0015 August 24, 2016 February 24, 2017 20,000 6.00 % 0.0010 August 31, 2016 August 31, 2017 25,750 6.00 % 0.0010 Unamortized discount (36,482 ) Balance $ 23,268 Convertible notes payable related parties May 10, 2016 November 10, 2016 $ 5,000 6.00 % 0.00050 May 10,2016 November 10,2016 5,000 6.00 % 0.00050 May 20, 2016 November 20,2016 5,000 6.00 % 0.00050 July 12, 2016 January 12,2016 2,400 6.00 % 0.00060 Unamortized discount (4,717 ) $ 12,683 Convertible notes payable, in default October 31, 2012 April 30, 2013 $ 8,000 6.00 % 0.0040 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 June 29, 2015 December 29, 2015 25,000 6.00 % 0.0050 September 18, 2015 March 18, 2016 25,000 6.00 % 0.0020 April 20,2015 April 20, 2016 23,652 6.00 % 0.0032 Balance $ 434,952 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 10.00 % 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 July 14, 2015 January 14, 2016 9,000 6.00 % 0.0030 January 12, 2016 July 12, 2016 $ 5,000 6.00 % 0.00200 Balance $ 181,500 Notes Payable The following table reflects the notes payable as of September 30, 2016: Issue Date Maturity Date 2016 Interest Rate Notes payable, in default related parties: February 24, 2010 February 24, 2011 $ 7,500 6.00 % October 6, 2015 November 11, 2015 10,000 6.00 % $ 17,500 Notes payable, in default: June 23, 2011 August 23, 2011 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 6.00 % March 05, 2016 June 16, 2016 7,000 6.00 % $ 37,000 Note Conversions A lender who had a convertible promissory note outstanding with a remaining principal balance of $38,000 elected to convert a portion of the principal balance of $13,348 of the note plus accrued interest and late fees of $6,652 into 12,750,000 shares of the Companys common stock. The remaining principal balance of this note was $23,652 at September 30, 2016 A lender elected to convert the entire principal balance of $15,000 of a convertible promissory note into 30,000,000 shares of the Companys common stock. The remaining principal balance of this note was $0 at September 30, 2016. A lender elected to receive 10,000,000 shares of the Companys common stock to pay down $10,000 of the principle balance of a promissory note. The remaining principal balance of this note was $7,000 at September 30, 2016. At September 30, 2016 and December 31, 2015, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $154,790 and $135,581 respectively, and is included in accounts payable and accrued liabilities on the accompanying balance sheets. Convertible Notes Payable and Notes Payable, in Default The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital. The convertible notes that have been issued by the Company are convertible at the 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 Loans At September 30, 2016 the Company had two loans outstanding to its CEO totaling $29,270, consisting of a loan in the amount of $28,070 with a 6% annual rate of interest and a loan in the amount of $1,200 at 6% rate of interest and an option to convert the loan into restricted shares of the Companys common stock at $0.002, and, a loan in the amount of $1,200 at a rate of 0% interest. Convertible Notes Payable at Fair Value Convertible Note Payable Dated August 28, 2015 at Fair Value On August 28, 2015 the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $44,000, including a $4,000 of original issue discount, bears interest at 12.0% per annum and is due on August 28, 2016. 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 62% 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. If the Companys market capitalization is less than $1,000,000 on the day immediately prior to the date of the notice of conversion, then the conversion price shall be 25% multiplied by the lowest closing price as of the date notice of conversion is given and if the closing price of the Companys common stock on the day immediately prior to the date of the notice of conversion is less than $0.00075 then the conversion price shall be 25% multiplied by the lowest closing price as of the date a notice of conversion is given. 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 $76,210 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 $76,210 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 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 nine month period ended September 30, 2016, the principle balance and accrued interest was converted into 54,561,311 shares of common stock. Convertible Note Payable Dated September 3, 2015 at Fair Value On September 3, 2015 the Company entered into a convertible note payable with a corporation. The note payable in the amount of $38,500, including a $3,500 original issue discount, and bears interest at 12.0% per annum and is due on September 3, 2017. According to the terms of the note, the Company was eligible to utilize up to $200,000 of credit under the note, with potential proceeds received of $180,000, however at the time the Company elected to borrow only the $38,500. Any additional amount borrowed under this note would require approval of both the Company and the lender. 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 lowest trade price for the Companys common stock in the twenty-five (25) trading day period previous to the conversion. 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 $42,308 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 $29,789 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 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 nine month period ended September 30, 2016, the principle balance and accrued interest was converted into 86,597,589 shares of common stock. Convertible Note Payable Dated September 8, 2015 at Fair Value On September 8, 2015, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $27,000, bears interest at 8.0% per annum and is due on September 8, 2016. 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 65% 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 $16,690 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, Company was required to record a $16,690 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 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 nine month period ended September 30, 2016, the principle balance and accrued interest was converted into 50,268,153 shares of common stock. Convertible Note Payable Dated December 15, 2015 at Fair Value On December 15, 2015 the Company entered into a convertible note payable with a corporation. The note payable in the amount of $27,500, including a $2,500 original issue discount, and bears interest at 12.0% per annum and is due on September 3, 2017. 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 lowest trade price for the Companys common stock in the twenty-five (25) trading day period previous to the conversion. 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 $29,789 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 $29,789 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 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 nine month period ended September 30, 2016, the principle balance and accrued interest was converted into 53,181,384 shares of common stock. Convertible Note Payable Dated March 24, 2016 at Fair Value On March 24, 2016 the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $33,000, including a $3,000 of original issue discount, bears interest at 12.0% per annum and is due on March 24, 2017. 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 62% multiplied by the lowest closing bid price for the Companys common stock during the twenty-five (25) trading day period including the day the notice of conversion is received by the Company. If the Companys market capitalization is less than $1,000,000 on the day immediately prior to the date of the notice of conversion, then the conversion price shall be 25% multiplied by the lowest closing price as of the date notice of conversion is given and if the closing price of the Companys common stock on the day immediately prior to the date of the notice of conversion is less than $0.0009 then the conversion price shall be 25% multiplied by the lowest closing price as of the date a notice of conversion is given. 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, during the three month period ended March 31, 2016 the Company recognized day-one derivative loss totaling $32,210 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, during the three month period ended March 31, 2016 the Company was required to record a $102,882 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 nine month period ended September 30, 2016, the principle balance and accrued interest was converted into 69,091,471 shares of common stock. |
Material Agreements
Material Agreements | 9 Months Ended |
Sep. 30, 2016 | |
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 Melbourne Beach, Florida On July 28, 2014, Seafarers Quest, LLC, received a 1A-31 Permit (the Permit) from the Florida Division of Historical Resources for an area identified off of Melbourne Beach, Florida. The Permit is active for three years from the date of issuance. Exploration Permit with the Florida Division of Historical Resources for an Area off of Melbourne Beach, Florida On July 6, 2016, Seafarers Quest, LLC, received a 1A-31 Permit (the Permit) from the Florida Division of Historical Resources for a second area identified off of Melbourne Beach, Florida. The Permit is active for three years from the date of issuance. Certain Other Agreements In January of 2016 the Company entered into a consulting agreement with an individual under which the individual agreed to provide corporate communications services and shareholder notification and awareness services. The term of the agreements is for twelve months and the Company agreed to pay the consultant 4,000,000 shares of restricted common stock to perform the services. In April of 2016, the Company entered into agreements with seven separate individuals to either join or rejoin the Companys advisory council. Under the advisory council agreements all of 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 advisors shares of the Companys restricted common stock including 4,000,000 shares each to three of the advisors, 3,000,000 shares each to three of the advisors and 2,000,000 shares to one of the advisors, an aggregate total of 23,000,000 restricted shares. 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. In April of 2016, the Company entered into a consulting agreement with a limited liability company under which the consultant agreed to provide diving services, assist in maintaining Seafarers vessels and equipment, and provide operational and project management services for Seafarers exploration and recovery diving operations. The term of the consulting agreement is from April 1, 2016 to March 31, 2017 and at the end of the term the consulting agreement may be renegotiated. The consultant reports directly to the CEO of Seafarer. The Company agreed to pay $125 per day to the consultant plus an initial $25 per day for operational and site management services. The Company also agreed to pay $700 per month to the consultant for campground and electrical services while the consultant is on site providing services to the Company.. The Company also agreed to pay 4,000,008 shares of restricted common stock to the consultant for the services. The shares vest at a rate of 333,334 shares per month over a twelve month period. If the Company or the consultant terminates the agreement prior to the end of the term of the agreement then any of the shares that have not yet vested will be cancelled. The Company, in its sole discretion, may pay the consultant additional compensation or bonuses. In April of 2016, the Company paid 2,880,000 shares of restricted common stock to an individual for providing past project management services related to the Companys dive operations. In April of 2016 the Company entered into a consulting agreement with a corporation under which the corporation agreed to provide various services including business development, mergers and acquisitions, business strategy and analysis of business opportunities in the historic shipwreck exploration business in Panama. The consultant will not negotiate on behalf of the Company or provide any market making or listing services. The term of the agreement is open ended and will continue until the completion of the consulting services. The Company agreed to pay the consultant a total of 2,000,000 shares of restricted common stock. In April of 2016 the Company entered into a consulting agreement with a corporation under which the corporation agreed to provide various services including business development, mergers and acquisitions and business. The consultant will not negotiate on behalf of the Company or provide any market making or listing services. The term of the agreement is open ended and will continue until the completion of the consulting services. The Company agreed to pay the consultant a total of 1,000,000 shares of restricted common stock. In May of 2016, the Company entered into an agreement with an individual to rejoin the Companys advisory council. Under the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the 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 agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of restricted common stock. According to the agreements the advisors shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreement, the Company has agreed to reimburse the advisor for pre approved expenses. In May of 2016, 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 20,000,000 shares of restricted 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. In May of 2016, 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 20,000,000 shares of restricted 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. In May of 2016, the Company issued a consultant 5,000,000 shares of restricted common stock for providing various project management services related to the Companys shipwreck exploration and recovery services. The Company believes that the consultant has provided services at below market rates of compensation and the shares were paid both to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company. In June of 2016, the Company entered into a consulting agreement with two individuals under which the individuals agreed to provide various consulting services including website development to include a storefront, and business strategy relating to business development for the Companys digital storefront and Internet merchandising site. The term of the agreement is open ended and will continue until the completion of the services. The Company agreed to pay each consultant 2,000,000 shares of its restricted common stock, a total of 4,000,000 shares of restricted common stock. In June of 2016, the Company entered into a consulting agreement with an individual who is related to the Companys CEO under which the individual agreed to provide various consulting services including business development, photography, custom logo design and development, developing corporate identity materials such as business cards, editing, art illustrations, and working with the Company and other consultants to develop its future digital storefront and Internet merchandise site. The term of the agreement is open ended and will continue until the completion of the services. The Company agreed to pay the consultant a total of 5,000,000 shares of restricted common stock. In July of 2016 the Company entered into a consulting agreement with a corporation under which the corporation agreed to provide various services including business development, mergers and acquisitions and business. The consultant will not negotiate on behalf of the Company or provide any market making or listing services. The term of the agreement is open ended and will continue until the completion of the consulting services. The Company agreed to pay the consultant a total of 5,000,000 shares of restricted common stock. In July of 2016 the Company issued 4,732,000 shares of restricted common stock to a consultant to reimburse the consultant for travel expenses and time incurred for setting up various meetings. In July of 2016, the Company entered into a consulting agreement with an individual under which the individual agreed to provide various consulting services including website development to include business development, assistance with other consultants in developing and maintaining a digital store front, film editing, and for other Web based consulting relating to the Companys efforts to develop Internet merchandising opportunities. The term of the agreement is open ended and will continue until the completion of the services. The Company agreed to pay the consultant 2,500,000 shares of its restricted common stock. In July of 2016, the Company entered into a consulting agreement with an individual under which the individual agreed to provide various consulting services including media, business development related to television and motion pictures, and general consulting related to media and entertainment. The term of the agreement is open ended and will continue until the completion of the services. The Company agreed to pay the consultant 2,000,000 shares of its restricted common stock. In September of 2016 the Company issued 5,000,000 shares of restricted common stock to one of its legal advisors. The shares were issued as retention bonus for the advisors willingness to forego receiving payment for services rendered for lengthy time periods, appreciation for past legal services rendered, as well to induce the advisor to continue to provide services on favorable terms to the Company. In September of 2016 the Company issued 1,500,000 shares of restricted common stock to one of its consultants. The shares were issued as retention bonus for the consultants willingness to forego receiving payment for services rendered for lengthy time periods, appreciation for past administrative and clerical services rendered, as well to induce the consultant to continue to provide services on favorable terms to the Company. In September of 2016 the Company issued 15,000,000 shares of restricted common stock to one of its business advisory consultants. The shares were issued as retention bonus for the consultants willingness to forego receiving payment for services rendered for lengthy time periods, appreciation for past business advisory, strategic planning, assistance with financial reporting, administrative and IT services, as well to induce the consultant to continue to provide services on favorable terms to the Company. In September of 2016 the Company issued a total of 13,000,000 shares of restricted common stock to nine independent contractor consultants who provide various services relating to the Companys diving operations. The shares were issued were issued as retention bonus for the consultants willingness to forego receiving payments for services rendered for lengthy time periods, appreciation for past services rendered, as well to induce the consultants to continue to provide services on favorable terms to the Company. 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 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, perform period background research including background checks and provide investigative information on individuals and companies and to occasional assist 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. 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 September 30, 2016, the Company owed the related party limited liability company $1,195. 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 restricted 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 $1,500 per month for archeological consulting services. The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for business advisory, strategic planning and consulting services, assistance with financial reporting, IT management, and administrative services. The Company also agreed to reimburse the consultant for expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 10 LEGAL PROCEEDINGS On March 23, 2016 the Board of Directors signed a universal settlement agreement with the Plaintiffs in the litigation matters of Micah Eldred, et al., v. Seafarer Exploration, et al. Micah Eldred v. Seafarer Exploration Corp., et al., Hillsborough County, Florida Seafarer Exploration, et al. v. Micah Eldred, et al., The settlement called for both cases to be dismissed, with prejudice, and the Plaintiffs in case number 09-CA-30763 agreed to surrender and cancel all of their 32,300,000 shares of restricted common stock which were returned to the treasury of the Corporation. All such shares have been returned for cancellation. On March 23, 2016 Seafarer CEO signed the resolution to cancel the 32,300,000 shares and instructed the transfer agent ClearTrust LLC to cancel the shares and return them to treasury for the benefit of Seafarer thus reducing the number of outstanding shares by 32,300,000 shares. At the present time the dismissal has been filed and the case closed, with all shares cancelled. 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 site at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 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 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 has currently filed an Admiralty Claim over such sight in the United States District Court which is pending final ruling. On October 21, 2016 a hearing on the Admiralty Claim in the United States District Court for the Southern District of Florida was held, where the Court Ordered actions to take place for ongoing admiralty claim, which will occur during the month of November 2016. The Company expects to complete such claim within a few months. 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 th motion, which motion is also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 12 RELATED PARTY TRANSACTIONS During the nine month period ended September 30, 2016: In January of 2016, the Company entered into a convertible promissory note agreement in the amount of $5,000 with an individual who is related to the Companys CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before July 12, 2016. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.002 per share. In January of 2016 a shareholder who is related to the Companys CEO provided a loan in the amount of $260 to the Company. This loan pays 0% interest. In February 2016, the Companys CEO provided a loan to the Company in the amount of $4,000. This loan pays interest at a rate of 6% per annum and if the loan and accrued interest are not repaid within 90 days from February 10, 2016 then the lender is entitled to receive 500,000 shares of the Companys restricted common stock which has not been issued. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.002 per share. In May of 2016, the Companys CEO provided a loan to the Company in the amount of $1,200. This loan was repaid during the nine month period ended September 30, 2016, no interest was paid. In May of 2016, 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 20,000,000 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. In May of 2016, 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 20,000,000 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. In May of 2016, the Company entered into a convertible promissory note agreement in the amount of $5,000 with an individual who is related to the Companys CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 10, 2016. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.0005 per share. The related party lender received 2,500,000 warrants to purchase shares of the Companys common stock at a price of $0.002. This note remains unpaid. In May of 2016, the Company entered into a convertible promissory note agreement in the amount of $5,000 with an individual who is related to the Companys CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 10, 2016. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.0005 per share. The related party lender received 2,500,000 warrants to purchase shares of the Companys common stock at a price of $0.002. This note remains unpaid. In May of 2016, the Company entered into a convertible promissory note agreement in the amount of $5,000 with an individual who is related to the Companys CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 20, 2016. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.0005 per share. The related party lender received 10,000,000 warrants to purchase shares of the Companys common stock at a price of $0.002. This note remains unpaid. In June of, 2016, the Company entered into a consulting agreement with an individual who is related to the Companys CEO under which the individual agreed to provide various consulting services including business development, photography, custom logo design and development, developing corporate identity materials such as business cards, editing, art illustrations, and working with the Company to develop its future digital storefront and Internet merchandise site. The term of the agreement is open ended and will continue until the completion of the services. The Company agreed to pay the consultant a total of 5,000,000 million shares of its restricted common stock. On various dates in July of 2016 the Company repaid a total of $4,100 of the principal balance of loans owed to its CEO. No interest or financing fees were paid to the Companys CEO in conjunction with the repayment of the loans. On various dates in July of 2016 the Company repaid a total of $3,180 of the principal balance of several loans owed to a related party. No interest or financing fees were paid to the related party in conjunction with the repayment of the loans. In July of 2016, the Company entered into a convertible promissory note agreement in the amount of $2,400 with an individual who is related to the Companys CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 12, 2017. The note is not secured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.0006 per share. The related party lender received 4,000,000 warrants to purchase shares of the Companys common stock at a price of $0.002. In August of 2016, the Company entered into a debt settlement agreement with a related party vendor to settle a total of $32,213 of outstanding debt related to transfer agent fees and 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 32,212,790 shares of its restricted 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 $32,213from the sale of the stock, then the consultant is entitled to receive up to an additional 11,000,000 shares of common stock or a cash payment until the balance is paid in full. In September of 2016, the Company agreed to pay a related party who is related to the Companys CEO, 25,000,000 shares of its restricted common stock for the purchase of a magnetometer owned by the related party. The related party had previously purchased the magnetometer and agreed to rent the equipment to the Company in 2015, however the Company and the related party never agreed to a specific rental price and the Company never made any rental payments or paid any fees for use of the equipment. The agreement specifically states that the Company does not owe the related party any past fees for rental or equipment charges for use of the magnetometer. 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 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, perform period background research including background checks and provide investigative information on individuals and companies and to occasional assist 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. 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 September 30, 2016, the Company owed the related party limited liability company $1,195 for transfer agency services rendered and for the reimbursement of legal fees At September 30, 2016 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 was a director 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 25, 2015 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 convertible note payable dated July 14, 2015 due to a person related to the Companys CEO with a face amount of $9,000. 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 $0.0030 per share. The convertible note payable was due on or before January 14, 2016 and is not secured. The note is currently in default due to non-payment of principal and interest. A note payable dated October 6, 2015 in the principal amount of $10,000 due to one of the Companys Directors. The loan is not secured and pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before November 11, 2015. This note is currently in default due to non-payment of principal and interest. A loan in the amount of $28,070 due to the Companys CEO. The loan is not secured and pays interest at a 6% per annum and the principal and accrued interest and was due on or before June 14, 2016. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated January 12, 2016 due to a person related to the Companys CEO with a face amount of $5,000. 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 $0.0020 per share. The convertible note payable was due on or before July 12, 2016 and is not secured. The note is currently in default due to non-payment of principal and interest. A loan in the amount with the remaining principal balance of $1,200 due to the Companys CEO. The loan is not secured and pays interest at a 6% per annum. The lender is entitled to receive 500,000 shares of the Companys restricted common stock due to the loan not being repaid within 90 days from February 10, 2016. A convertible note payable dated May 10, 2016 due to a person related to the Companys CEO with a face amount of $5,000. 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 $0.0005 per share. The convertible note payable is due on or before November 10, 2016 and is not secured. A convertible note payable dated May 10, 2016 due to a person related to the Companys CEO with a face amount of $5,000. 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 $0.0005 per share. The convertible note payable is due on or before November 10, 2016 and is not secured. A convertible note payable dated May 20, 2016 due to a person related to the Companys CEO with a face amount of $5,000. 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 $0.0005 per share. The convertible note payable is due on or before November 20, 2016 and is not secured. A convertible note payable dated July 12, 2016 due to a person related to the Companys CEO with a face amount of $2,400. 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 $0.0006 per share. The convertible note payable is due on or before January 12, 2017 and is not secured. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and 2015, 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 September 30, 2016 and 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring 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 notes recorded at fair value is determined using Level 3 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 represents the Companys assets and liabilities by level measured at fair value on a recurring basis at December 31, 2015: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 311,076 The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at September 30, 2016: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the notes payable at fair value for the nine month period ended September 30, 2016 is as follows: Fair Value January 1, 2016 Change in Fair Value New Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 311,074 $ 109,992 $ 135,884 $ (556,950 ) $ The change in the notes payable at fair value for the three months ended September 30, 2016 are as follows: Fair Value June 30, 2016 Change in fair Value Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 186,605 $ 221,059 $ $ (407,664 ) $ All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in interest income or expense in the accompanying financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above present value of the future interest payments. |
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 September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 7,420 Less accumulated depreciation (295,637 ) (270,149 ) $ 62,788 $ 63,276 Depreciation expense for the nine month periods ended September 30, 2016 and 2015 amounted to $25,488. |
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 September 30, 2016 and 2015. |
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 ASC 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. |
Significant Accounting Polici18
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Assets and liabilites by level measured at fair value | The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at December 31, 2015: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 311,076 The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at September 30, 2016: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the notes payable at fair value for the nine month period ended September 30, 2016 is as follows: Fair Value January 1, 2016 Change in Fair Value New Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 311,074 $ 109,992 $ 135,884 $ (556,950 ) $ The change in the notes payable at fair value for the three months ended September 30, 2016 are as follows: Fair Value June 30, 2016 Change in fair Value Convertible Notes Conversions Fair Value September 30, 2016 Notes payable at fair value $ 186,605 $ 221,059 $ $ (407,664 ) $ All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in interest income or expense in the accompanying financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above present value of the future interest payments. |
Property and Equipment and Depreciation | September 30, 2016 December 31, 2015 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 7,420 Less accumulated depreciation (295,637 ) (270,149 ) $ 62,788 $ 63,276 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Components of loss per share | Components of loss per share for the three months ended September 30, 2016 and 2015 are as follows: For the Three Months Ended September 30, 2016 For the Three Months Ended September 30, 2015 Net loss attributable to common stockholders $ (685,265 ) $ (326,116 ) Weighted average shares outstanding: Basic and diluted 2,005,911,180 1,193,601,601 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Components of loss per share for the nine months ended September 30, 2016 and 2015 are as follows: For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 Net loss attributable to common stockholders $ (1,192,443 ) $ (736,738 ) Weighted average shares outstanding: Basic and diluted 1,633,729,734 1,120,925,906 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Capital Stock - Warrants and Op
Capital Stock - Warrants and Options (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Warrants issued | Term Amount Exercise Price 07/12/16 to 01/12/18 4,000,000 $ 0.0020 07/20/16 to 08/26/17 18,181,818 $ 0.0033 08/26/16 to 08/26/17 7,000,000 $ 0.0050 08/31/16 to 08/31/18 25,000,000 $ 0.0010 54,181,818 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015 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 and22
Convertible Notes Payable and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | The following table reflects the convertible notes payable, other than five notes that have been remeasured to fair value which are discussed later in Note 8, as of September 30, 2016: Issue Date Maturity Date September 30, 2016 Interest Rate Conversion Rate Convertible notes payable: April 4, 2016 November 4, 2016 $ 10,000 6.00 % 0.0010 July 19, 2016 July 19, 2017 4,000 6.00 % 0.0015 August 24, 2016 February 24, 2017 20,000 6.00 % 0.0010 August 31, 2016 August 31, 2017 25,750 6.00 % 0.0010 Unamortized discount (36,482 ) Balance $ 23,268 Convertible notes payable related parties May 10, 2016 November 10, 2016 $ 5,000 6.00 % 0.00050 May 10,2016 November 10,2016 5,000 6.00 % 0.00050 May 20, 2016 November 20,2016 5,000 6.00 % 0.00050 July 12, 2016 January 12,2016 2,400 6.00 % 0.00060 Unamortized discount (4,717 ) $ 12,683 Convertible notes payable, in default October 31, 2012 April 30, 2013 $ 8,000 6.00 % 0.0040 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 June 29, 2015 December 29, 2015 25,000 6.00 % 0.0050 September 18, 2015 March 18, 2016 25,000 6.00 % 0.0020 April 20,2015 April 20, 2016 23,652 6.00 % 0.0032 Balance $ 434,952 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 10.00 % 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 July 14, 2015 January 14, 2016 9,000 6.00 % 0.0030 January 12, 2016 July 12, 2016 $ 5,000 6.00 % 0.00200 Balance $ 181,500 |
Notes Payable | The following table reflects the notes payable as of September 30, 2016: Issue Date Maturity Date 2016 Interest Rate Notes payable, in default related parties: February 24, 2010 February 24, 2011 $ 7,500 6.00 % October 6, 2015 November 11, 2015 10,000 6.00 % $ 17,500 Notes payable, in default: June 23, 2011 August 23, 2011 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 6.00 % March 05, 2016 June 16, 2016 7,000 6.00 % $ 37,000 |
Significant Accounting Polici23
Significant Accounting Policies - Assets and liabilites by level measured at fair value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Notes payable at fair value | $ 186,605 | $ 311,074 | ||
Change in fair value, notes payable | 221,059 | 109,992 | ||
New Convertible Notes | 135,884 | |||
Conversion | (407,664) | (556,950) | ||
Level 1 | ||||
Notes payable at fair value | ||||
Level 2 | ||||
Notes payable at fair value | ||||
Level 3 | ||||
Notes payable at fair value | $ 311,076 |
Significant Accounting Polici24
Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property and Equipment, net | $ 62,788 | $ 63,276 |
Less accumulated depreciation | (295,637) | (270,149) |
Diving Vessel | ||
Property and Equipment, net | 326,005 | 326,005 |
Generator | ||
Property and Equipment, net | $ 32,420 | $ 7,420 |
Significant Account Policies (D
Significant Account Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Depreciation expense | $ 8,496 | $ 8,496 | $ 25,488 | $ 25,488 |
Loss Per Share - Components of
Loss Per Share - Components of loss per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to common stockholders | $ (685,265) | $ (326,116) | $ (1,192,443) | $ (736,738) |
Weighted average shares outstanding: | ||||
Basic and diluted | 2,005,911,180 | 1,193,601,601 | 1,633,729,734 | 1,120,925,906 |
Loss per share: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Capital Stock - Warrants and 27
Capital Stock - Warrants and Options (Details) | Sep. 30, 2016$ / sharesshares |
Warrants issued | 54,181,818 |
July 12, 2016 to January 12, 2018 | |
Warrants issued | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ .0020 |
July 20, 2016 to August, 26, 2017 | |
Warrants issued | 18,181,818 |
Warrants, Exercise Price | $ / shares | $ .0033 |
August 26, 2016 to August 26, 2017 | |
Warrants issued | 7,000,000 |
Warrants, Exercise Price | $ / shares | $ .0050 |
August 31, 2016 to August 31, 2018 | |
Warrants issued | 25,000,000 |
Warrants, Exercise Price | $ / shares | $ .0010 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Feb. 10, 2014 | |
Common stock, shares authorized | 2,300,000,000 | 2,300,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 67 | 67 | |
Preferred Stock, shares outstanding | 67 | 67 | |
Authorized preferred shares | 50,000,000 | 50,000,000 | |
Warrants outstanding | $ 143,531,818 | ||
Minimum | |||
Exercise price | $ .0005 | ||
Maximum | |||
Exercise price | $ 0.01 | ||
Series A | |||
Preferred stock, shares issued | 7 | 7 | |
Preferred Stock, shares outstanding | 7 | 7 | |
Shares of common stock from the conversion of each share of preferred stock | 214,289 | ||
Percent of any found artifacts found | 1.00% | ||
Series B | |||
Preferred stock, shares issued | 60 | 60 | |
Preferred Stock, shares outstanding | 60 | 60 | |
Authorized preferred shares | 50,000,000 | ||
Preferred shares created | 60 | ||
Voting power total | 60.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | (34.00%) | (34.00%) |
State tax, net of federal effect | (3.96%) | (3.96%) |
Income taxes | 37.96% | 37.96% |
Valuation allowance | (37.96%) | (37.96%) |
Effective rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 12,518,000 | $ 11,326,000 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($)ft² | |
Base monthly rent | $ 10,517 | $ 12,799 | $ 26,577 | $ 40,901 | ||
Corporate Office | ||||||
Base monthly rent | $ 1,251 | $ 1,215 | ||||
Office space, area | ft² | 823 | 823 | ||||
Operations House | ||||||
Base monthly rent | $ 1,300 |
Convertible Notes Payable and32
Convertible Notes Payable and Notes Payable - Convertible Notes Payable (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Convertible notes payable | $ 23,268 |
Convertible notes payable, Interest rate | 0.00% |
Convertible notes payable, Unamortized discount | $ (36,482) |
Convertible notes payable - related party | 12,683 |
Convertible notes payable - related parties, Unamortized discount | (4,717) |
Convertible notes payable, in default | 434,952 |
Convertible notes payable - related parties, in default | $ 181,500 |
Notes Issued April 4, 2016 | |
Convertible notes payable, Maturity date | Nov. 4, 2016 |
Convertible notes payable | $ 10,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ 0.001 |
Notes Issued July 19, 2016 | |
Convertible notes payable, Maturity date | Jul. 19, 2017 |
Convertible notes payable | $ 4,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0015 |
Notes Issued August 24, 2016 | |
Convertible notes payable, Maturity date | Feb. 24, 2017 |
Convertible notes payable | $ 20,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0010 |
Notes Issued August 31, 2016 | |
Convertible notes payable, Maturity date | Aug. 31, 2017 |
Convertible notes payable | $ 25,750 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ 0.0010 |
Notes Issued May 10, 2016 | |
Convertible notes payable - related party, Maturity date | Nov. 10, 2016 |
Convertible notes payable - related party | $ 5,000 |
Convertible notes payable - related parties, Interest rate | 6.00% |
Convertible notes payable - related parties, Conversion rate | $ / shares | $ 0.00050 |
Notes Issued May 20, 2016 | |
Convertible notes payable - related party, Maturity date | Nov. 20, 2016 |
Convertible notes payable - related party | $ 5,000 |
Convertible notes payable - related parties, Interest rate | 6.00% |
Convertible notes payable - related parties, Conversion rate | $ / shares | $ 0.00050 |
Notes Issued July 12, 2016 | |
Convertible notes payable - related party, Maturity date | Jan. 12, 2016 |
Convertible notes payable - related party | $ 2,400 |
Convertible notes payable - related parties, Interest rate | 6.00% |
Convertible notes payable - related parties, Conversion rate | $ / shares | $ .00060 |
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 | $ / shares | $ 0.0040 |
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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 0.0070 |
Notes Issued Oct 13, 2014 | |
Convertible notes payable, in default, Maturity date | Apr. 13, 2015 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.0050 |
Notes Issued June 29, 2015 | |
Convertible notes payable, in default, Maturity date | Dec. 29, 2015 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.0050 |
Notes Issued September 18, 2015 | |
Convertible notes payable, in default, Maturity date | Mar. 18, 2016 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.00200 |
Notes Issued April 20, 2015 | |
Convertible notes payable, in default, Maturity date | Apr. 20, 2016 |
Convertible notes payable, in default | $ 38,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.00320 |
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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 0.0045 |
Notes Issued July 14, 2015 | |
Convertible notes payable - related parties, in default, Maturity date | Jan. 14, 2016 |
Convertible notes payable - related parties, in default | $ 9,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ 0.00300 |
Notes Issued Jan 12, 2016 | |
Convertible notes payable - related parties, in default, Maturity date | Jul. 12, 2016 |
Convertible notes payable - related parties, in default | $ 5,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ 0.002 |
Convertible Notes Payable and33
Convertible Notes Payable and Notes Payable - Notes Payable (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Notes payable, in default –related parties | $ 17,500 |
Notes payable, in default | $ 37,000 |
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 October 6, 2015 | |
Notes payable, in default –related parties, Maturity date | Nov. 11, 2015 |
Notes payable, in default –related parties | $ 10,000 |
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% |
Notes Issued March 05, 2016 | |
Notes payable, in default, Maturity date | Jun. 16, 2016 |
Notes payable, in default | $ 17,000 |
Notes payable, in default, Interest rate | 6.00% |
Convertible Notes Payable and34
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accrued interest on notes payable | $ 154,790 | $ 135,581 |
Loan outstanding to related party | 29,270 | |
Loan outstanding to shareholder | $ 3,180 | |
Loan payable, Interest rate | 0.00% | |
Derivative loss | $ 166,771 | |
Convertible notes payable, fair value | $ 311,076 | |
Lender (A) | ||
Total convertible notes issued | 38,000 | |
Portion of principal converted to common stock | 13,348 | |
Accrued interest on notes payable | $ 6,652 | |
Notes converted into shares of common stock | 12,750,000 | |
Remaining principal of convertible note | $ 23,652 | |
Lender (B) | ||
Total convertible notes issued | 15,000 | |
Portion of principal converted to common stock | $ 15,000 | |
Notes converted into shares of common stock | 30,000,000 | |
Remaining principal of convertible note | $ 0 | |
Lender (C) | ||
Portion of principal converted to common stock | $ 10,000 | |
Notes converted into shares of common stock | 10,000,000 | |
Remaining principal of convertible note | $ 7,000 | |
Notes Issued Aug 28, 2015 | ||
Total convertible notes issued | $ 44,000 | |
Loan payable, Interest rate | 12.00% | |
Original issue discount of note payable | $ 4,000 | |
Variable conversion price | 62.00% | |
Loss on derivative financial instrument | $ 76,210 | |
Notes converted into shares of common stock | 54,561,311 | |
Market capitalization, maximum | $ 1,000,000 | |
Market capitalization, maximum conversion price | 25.00% | |
Conversion price, maximun | $ .00075 | |
Notes Issued Sept 3, 2015 | ||
Total convertible notes issued | $ 38,500 | |
Loan payable, Interest rate | 12.00% | |
Original issue discount of note payable | $ 3,500 | |
Variable conversion price | 65.00% | |
Derivative loss | $ 42,308 | |
Loss on derivative financial instrument | $ 29,789 | |
Notes converted into shares of common stock | 86,597,589 | |
Notes Issued Sep 8, 2014 | ||
Total convertible notes issued | $ 27,000 | |
Loan payable, Interest rate | 8.00% | |
Variable conversion price | 65.00% | |
Derivative loss | $ 16,690 | |
Loss on derivative financial instrument | $ 16,690 | |
Notes converted into shares of common stock | 50,268,153 | |
Notes Issued Dec 15, 2015 | ||
Total convertible notes issued | $ 27,500 | |
Loan payable, Interest rate | 12.00% | |
Original issue discount of note payable | $ 2,500 | |
Variable conversion price | 65.00% | |
Derivative loss | $ 29,789 | |
Loss on derivative financial instrument | $ 29,789 | |
Notes converted into shares of common stock | 53,181,384 | |
Notes Issued March 24, 2016 | ||
Total convertible notes issued | $ 33,000 | |
Loan payable, Interest rate | 12.00% | |
Original issue discount of note payable | $ 3,000 | |
Variable conversion price | 62.00% | |
Derivative loss | $ 32,210 | |
Loss on derivative financial instrument | $ 102,882 | |
Notes converted into shares of common stock | 69,091,471 | |
Market capitalization, maximum | $ 1,000,000 | |
Market capitalization, maximum conversion price | 25.00% | |
Conversion price, maximun | $ 0.0009 | |
Chief Executive Officer | ||
Loan outstanding to related party | $ 28,070 | |
Loan payable, Interest rate | 6.00% | |
CEO, Second Loan | ||
Loan outstanding to related party | $ 1,200 | |
Loan payable, Interest rate | 6.00% | |
CEO, Third Loan | ||
Loan outstanding to related party | $ 1,200 | |
Loan payable, Interest rate | 0.00% | |
Conversion price | $ 0.002 |
Material Agreements (Details Na
Material Agreements (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Mar. 31, 2017 | Jul. 30, 2016 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Jan. 07, 2016 | |
Payment per day for operational and site management services | $ 150 | ||||||
Payment per month for campground and electrical services | $ 700 | ||||||
Vesting shares per month | 333,334 | ||||||
Payment per month for archeological services | $ 3,500 | ||||||
Payment per month in restricted stock | 5,000 | ||||||
Ongoing agreement, payment per month for archeological consulting services | 3,500 | ||||||
Ongoing consulting agreement for business advisory services payment per month | 5,000 | ||||||
Payment per month to related party LLC | 3,000 | ||||||
Outstanding debt related to transfer agency services | $ 30,278 | ||||||
Consulting Agreement #1 | |||||||
Payment of restricted common stock | 4,000,000 | ||||||
Three Advisors | |||||||
Payment of restricted common stock | 4,000,000 | ||||||
Three Advisors (B) | |||||||
Payment of restricted common stock | 3,000,000 | ||||||
One Advisor | |||||||
Payment of restricted common stock | 2,000,000 | ||||||
Aggregate Total | |||||||
Payment of restricted common stock | 23,000,000 | ||||||
Management Services | |||||||
Payment of restricted common stock | 2,880,000 | ||||||
Open Ended Consultant Agreement | |||||||
Payment of restricted common stock | 5,000,000 | 4,000,000 | 2,000,000 | ||||
Open Ended Consultant Agreement 2 | |||||||
Payment of restricted common stock | 2,500,000 | 5,000,000 | 1,000,000 | ||||
Advisory Council | |||||||
Payment of restricted common stock | 2,000,000 | ||||||
Director Agreement | |||||||
Payment of restricted common stock | 20,000,000 | ||||||
Project Management Services | |||||||
Payment of restricted common stock | 5,000,000 | ||||||
Reimbursement paid to consultant | |||||||
Payment of restricted common stock | 4,732,000 | ||||||
Open Ended Consultant Agreement 3 | |||||||
Payment of restricted common stock | 2,000,000 | ||||||
Retention Bonus Issued to Legal Advisors | |||||||
Payment of restricted common stock | 5,000,000 | ||||||
Retention Bonus Issued to Consultant | |||||||
Payment of restricted common stock | 1,500,000 | ||||||
Retention Bonus Issued to Business Advisory Consultant | |||||||
Payment of restricted common stock | 15,000,000 | ||||||
Retention Bonus Issued to Independent Contractor Consultants | |||||||
Payment of restricted common stock | 13,000,000 | ||||||
Quest, LLC | |||||||
Entitlement of artifact recovery | 60.00% | ||||||
Ownership | 50.00% |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) | 9 Months Ended |
Sep. 30, 2016shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Restricted common stock surrendered and cancelled | 32,300,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||||||
Aug. 31, 2016 | Jul. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 30, 2016 | Jul. 12, 2016 | May 31, 2016 | May 20, 2016 | May 10, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Oct. 06, 2015 | Jul. 14, 2015 | Jan. 12, 2015 | 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 | $ 260 | |||||||||||||||||||||||
Interest free loan | $ 2,900 | |||||||||||||||||||||||
Convertible note payable, amount | $ 5,000 | $ 10,000 | $ 9,000 | $ 5,000 | $ 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% | 6.00% | 6.00% | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | ||||||||||
Convertible note payable, common stock price per share | $ 0.002 | $ .0030 | $ .0020 | $ 0.0045 | $ 0.008 | $ 0.007 | $ 0.006 | $ 0.01 | $ 0.004 | $ 0.004 | $ 0.005 | $ 0.015 | ||||||||||||
Warrants issued | 54,181,818 | |||||||||||||||||||||||
Loan outstanding to related party | $ 29,270 | |||||||||||||||||||||||
Loan payable, Interest rate | 0.00% | |||||||||||||||||||||||
Legal fees | $ 30,278 | |||||||||||||||||||||||
Payment of Convertible note payable | $ 12,000 | |||||||||||||||||||||||
Payment to related party consultant per month | 3,000 | |||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||
Loan outstanding to related party | $ 28,070 | |||||||||||||||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||||||||||||||
CEO, Second Loan | ||||||||||||||||||||||||
Restricted Common Stock Issued | 500,000 | |||||||||||||||||||||||
Loan outstanding to related party | $ 1,200 | |||||||||||||||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||||||||||||||
Related Party Agreement | ||||||||||||||||||||||||
Payment of restricted common stock | 5,000,000 | |||||||||||||||||||||||
Debt Settlement Agreement | ||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 3221300.00% | |||||||||||||||||||||||
Restricted Common Stock Issued | 32,212,790 | |||||||||||||||||||||||
Agreement Terms | The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $32,213 from the sale of the stock, then the consultant is entitled to receive up to an additional 11,000,000 shares of common stock or a cash payment until the balance is paid in full. | |||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||
Short term loan from related party shareholder | $ 1,200 | |||||||||||||||||||||||
Payment of restricted common stock | 20,000,000 | 500,000 | ||||||||||||||||||||||
Convertible note payable, amount | $ 4,000 | |||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||
Convertible note payable, common stock price per share | $ 0.002 | |||||||||||||||||||||||
Loan outstanding to related party | $ 4,000 | |||||||||||||||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||||||||||||||
Payment of Convertible note payable | $ 4,100 | |||||||||||||||||||||||
Loans to Related Party | ||||||||||||||||||||||||
Payment of Convertible note payable | $ 3,180 | |||||||||||||||||||||||
Related Party Agreement (1) | ||||||||||||||||||||||||
Payment of restricted common stock | 25,000,000 | |||||||||||||||||||||||
Convertible note payable, amount | $ 2,400 | $ 5,000 | ||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | ||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .0006 | $ .005 | ||||||||||||||||||||||
Warrants issued | 4,000,000 | 2,500,000 | ||||||||||||||||||||||
Warrant conversion price | $ .002 | $ .002 | ||||||||||||||||||||||
Related Party Agreement (2) | ||||||||||||||||||||||||
Convertible note payable, amount | $ 5,000 | |||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .005 | |||||||||||||||||||||||
Warrants issued | 2,500,000 | |||||||||||||||||||||||
Warrant conversion price | $ 0.002 | |||||||||||||||||||||||
Related Party Agreement (3) | ||||||||||||||||||||||||
Convertible note payable, amount | $ 2,400 | $ 5,000 | ||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | ||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .0006 | $ 0.005 | ||||||||||||||||||||||
Warrants issued | 10,000,000 | |||||||||||||||||||||||
Warrant conversion price | $ .002 |