Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 24, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SEAFARER EXPLORATION CORP | |
Entity Central Index Key | 1,106,213 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 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 | 2,330,980,241 | |
Entity Public Float | $ 2,617,368 | |
Amendment Description | The purpose of this amendment on form 10-K to Seafarer Exploration Corp's Quarterly Report for the period ended December 31, 2016, filed with the Securities and Exchange Commission on April 4, 2017 is solely to furnish Exhibit 101 to the Form 10-K in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks of the original filing date of the Form 10-K, 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-K. | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 24,549 | $ 5,097 |
Prepaid expenses | 20,606 | 28,557 |
Deposits and other receivables | 750 | 316 |
Total current assets | 45,905 | 33,970 |
Property and equipment, net | 54,292 | 63,276 |
Total Assets | 100,197 | 97,246 |
Current liabilities: | ||
Accounts payable and accrued expense | 332,106 | 244,678 |
Convertible notes payable, net of discounts of $22,423 and $17,295 | 27,327 | 45,705 |
Convertible notes payable, related parties, net of discounts of $156 and $-0- | 2,244 | 9,000 |
Convertible notes payable, in default | 444,952 | 391,300 |
Convertible notes payable, in default - related parties | 196,500 | 167,500 |
Convertible notes payable, at fair value | 311,076 | |
Shareholder loan | 22,270 | 32,703 |
Notes payable, in default | 30,000 | 30,000 |
Notes payable, in default - related parties | 17,500 | 17,500 |
Total current liabilities | 1,072,899 | 1,249,462 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2016 and 2015; Series B - 60 shares issued and outstanding at December 31, 2016 and 2015 | ||
Common stock, $0.0001 par value - 2,500,000,000 shares authorized; 2,194,976,061 and 1,332,102,348 shares issued and outstanding at December 31, 2016 and 2015 | 219,498 | 133,210 |
Additional paid-in capital | 11,485,588 | 10,040,526 |
Accumulated deficit | (12,677,788) | (11,325,952) |
Total stockholders' deficit | (972,702) | (1,152,216) |
Total liabilities and stockholders' deficit | 100,197 | 97,246 |
Series A | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2016 and 2015; Series B - 60 shares issued and outstanding at December 31, 2016 and 2015 | ||
Series B | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2016 and 2015; Series B - 60 shares issued and outstanding at December 31, 2016 and 2015 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Discounts on convertible notes payable | $ 22,423 | $ 17,295 |
Discounts on convertible notes payable | $ 156 | $ 0 |
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 | 2,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 2,194,976,061 | 1,332,102,348 |
Common Stock, shares outstanding | 2,194,976,061 | 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Consulting and contractor expenses | 397,468 | 624,412 |
Professional fees | 85,452 | 118,059 |
General and administrative expenses | 50,450 | 117,897 |
Depreciation expense | 33,984 | 33,984 |
Rent expense | 36,006 | 45,857 |
Vessel expense | 22,424 | 46,355 |
Travel and entertainment | 49,152 | 70,800 |
Total operating expenses | 674,936 | 1,057,364 |
Loss from operations | (674,936) | (1,057,364) |
Other income (expense) | ||
Interest expense, net | (676,900) | (93,967) |
Total other (expense) | (676,900) | (93,967) |
Net loss | $ (1,351,836) | $ (1,151,331) |
Net loss per share - basic and diluted | ||
Weighted average common shares outstanding - basic and diluted | 1,774,115,117 | 1,187,757,189 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 986,356,130 | |||
Beginning Balance, Value at Dec. 31, 2014 | $ 98,636 | $ 8,734,606 | $ (10,174,621) | $ (1,341,379) |
Stock issued to settle accounts payable, Shares | 15,734,068 | |||
Stock issued to settle accounts payable, amount | $ 1,573 | 61,363 | 62,936 | |
Conversion of notes payable and accrued interest, Shares | 103,413,609 | |||
Conversion of notes payable and accrued interest, Amount | $ 10,341 | 465,823 | 476,164 | |
Stock issued for cash, Shares | 158,098,541 | |||
Stock issued for cash, Amount | $ 15,810 | 418,359 | 434,169 | |
Common stock issued for services, Shares | 53,250,000 | |||
Common stock issued for services, Value | $ 5,323 | 222,725 | 228,050 | |
Stock issued for financing fees, Shares | 7,750,000 | |||
Stock issued for financing fees, Amount | $ 775 | 18,400 | 11,675 | |
Increase in additinoal paid in capital relating to the beneficial conversion feature of notes payable | 120,000 | 120,000 | ||
Shares issued for repricing, Shares | 7,500,000 | |||
Shares issued for repricing, Amount | $ 750 | (750) | ||
Net Income (loss) | (1,151,331) | $ (1,151,331) | ||
Ending Balance, Shares at Dec. 31, 2015 | 1,332,102,348 | 1,332,102,348 | ||
Ending Balance, Value at Dec. 31, 2015 | $ 133,210 | 10,040,526 | (11,325,952) | $ (1,152,216) |
Conversion of notes payable and accrued interest, Shares | 382,348,049 | |||
Conversion of notes payable and accrued interest, Amount | $ 38,235 | 829,970 | 868,205 | |
Stock issued for cash, Shares | 276,267,533 | |||
Stock issued for cash, Amount | $ 27,627 | 207,593 | 235,220 | |
Common stock issued for services, Shares | 170,824,798 | |||
Common stock issued for services, Value | $ 17,083 | 194,601 | 211,684 | |
Stock issued for financing fees, Shares | 7,633,333 | |||
Stock issued for financing fees, Amount | $ 763 | 10,094 | 84,341 | |
Shares issued for repricing, Shares | 16,100,000 | |||
Shares issued for repricing, Amount | $ 1,610 | (1,610) | ||
To record the BCF and warrants associated with the issuance of new notes | 80,600 | 80,600 | ||
Additional financing fees related to Westfield & Greentree | 73,484 | 73,484 | ||
Stock issued for purchase of equipment, Shares | 25,000,000 | |||
Stock issued for purchase of equipment, Amount | $ 2,500 | 22,500 | 25,000 | |
Stock issued for settlement of notes payable, Shares | 17,000,000 | |||
Stock issued for settlement of notes payable, Amount | $ 1,700 | 24,600 | 26,300 | |
Common stock returned and cancelled in settlement of lawsuit, Shares | (32,300,000) | |||
Common stock returned and cancelled in settlement of lawsuit, Amount | $ (3,230) | 3,230 | ||
Net Income (loss) | (1,351,836) | $ (1,351,836) | ||
Ending Balance, Shares at Dec. 31, 2016 | 2,194,976,061 | 2,194,976,061 | ||
Ending Balance, Value at Dec. 31, 2016 | $ 219,498 | $ 11,485,588 | $ (12,677,788) | $ (972,702) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (1,351,836) | $ (1,151,331) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 33,984 | 33,984 |
Amortization of debt discount | 80,600 | 116,152 |
Loss (gain) on change in fair value of derivative | 476,154 | (88,175) |
Common stock issued for services | 211,684 | 255,676 |
Common stock issued for financing fees | 84,341 | 11,675 |
Decrease (increase) in: | ||
Settlement receivable | 18,000 | |
Prepaid expenses | 7,951 | 2,301 |
Deposits | (434) | |
Increase in: | ||
Accounts payable and accrued expenses | 87,428 | 88,021 |
Net cash used in operating activities | (370,128) | (713,697) |
Cash flows from investing activities: | ||
Purchase of equipment | (1,005) | |
Net cash used in investing activities | (1,005) | |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 235,220 | 434,169 |
Proceeds from the issuance of convertible notes payable | 131,700 | 237,000 |
Proceeds from the issuance of convertible notes payable, related party | 23,900 | 9,000 |
Payment on Convertible note payable | (12,000) | |
Proceeds for the issuance of notes payable | 65,000 | |
Payments on notes payable | (55,100) | |
Proceeds from loans from stockholders | 7,260 | 39,406 |
Payments on loans from stockholders | (8,500) | (10,100) |
Net cash provided by financing activities | 389,580 | 707,375 |
Net increase (decrease) in cash | 19,452 | (7,327) |
Cash - beginning of year | 5,097 | 12,424 |
Cash - end of year | 24,549 | 5,097 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | 6,000 | |
Cash paid for income taxes | ||
Noncash operating and financing activities: | ||
Common stock issued to satisfy outstanding invoices | 35,309 | |
Common stock issued for equipment | 25,000 | |
Convertible debt converted and accrued interest converted to common stock | $ 868,000 | $ 476,164 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 engage in the archaeologically-sensitive exploration, documentation, and recovery of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 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 Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from April 3, 2017. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any revenues for the foreseeable future. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2016 and 2015. Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates, as the inclusion of outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2016 and 2015. Components of loss per share for the respective years are as follows: For the Year Ended For the Year Ended Net loss attributable to common shareholders $ (1,351,836 ) $ (1,151,331 ) Weighted average shares outstanding: Basic and diluted 1,774,115,117 1,187,757,189 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. Property and Equipment and Depreciation Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31: 2016 2015 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 — Less accumulated depreciation (304,133 ) (270,149 ) $ 54,292 $ 63,276 Depreciation expense for the years ended December 31, 2016 and 2015 amounted to $33,984. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. ASC 360-10 provides guidance on accounting for property, plant, and equipment, and the related accumulated depreciation on those assets. ASC 360-10 also includes guidance on the impairment or disposal of long-lived assets. ASC 360-10 notes that long-lived tangible assets include land and land improvements, buildings, machinery and equipment, and furniture and fixtures. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2016 and 2015, respectively. Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Revenue Recognition The Company plans to recognize 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 will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the years ended December 31, 2016 and 2015, the Company did not report any revenues. Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships. ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entity’s own stock and (2) considered to be settled in the reporting entity’s own stock. Such a determination will dictate whether an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2016, all of the Company’s convertible notes payable were classified as conventional instruments. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses, indexed debt. 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. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s 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 Company’s 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 $ — $ — $ 311,074 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 year ended December 31, 2016 is as follows: Fair Value January 1, 2016 Change in fair Value New Convertible Notes Conversions Fair Value December 31, 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 year ended December 31, 2015 is as follows: Fair Value January 1, 2015 Change in fair value Convertible notes Conversions Fair Value December 31, 2015 Notes payable at fair value $ 186,605 $ 221,059 $ — $ (96,590 ) $ 311,074 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 were 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. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Capital Stock | NOTE 4 – CAPITAL STOCK Our total authorized capital stock consists of 2,900,000,000 shares of common stock, $0.0001 par value per share. Preferred Stock The Company is authorized to sell or issue 50,000,000 shares of preferred stock. Series A Preferred Stock At December 31, 2016 and 2015, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. Series B Preferred Stock On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation. Warrants and Options At December 31, 2016 the Company had warrants to purchase a total of 126,631,818 shares of its restricted common stock outstanding: Term Amount Exercise Price November 20, 2012 to November 20, 2022 4,000,000 $ 0.0050 July 8, 2015 to January 8, 2017 700,000 $ 0.0050 July 14, 2015 to January 14, 2017 3,000,000 $ 0.0050 August 19, 2015 to February 19, 2017 750,000 $ 0.0100 September 18, 2015 to September 18, 2020 4,000,000 $ 0.0030 December 03, 2015 to June 03, 2017 2,000,000 $ 0.0040 December 24, 2015 to June 24, 2017 12,500,000 $ 0.0040 December 29, 2015 to June 29, 2017 1,000,000 $ 0.0040 February 3, 2016 to August 3, 2017 1,000,000 $ 0.0050 February 18, 2016 to August 18, 2017 1,500,000 $ 0.0040 February 19, 2016 to August 19, 2017 5,000,000 $ 0.0040 March 3, 2016 to September 3, 2017 1,000,000 $ 0.0040 April 14, 2016 to April 14, 2018 10,000,000 $ 0.0020 May 2, 2016 to November 2, 2017 3,000,000 $ 0.0020 May 6, 2016 to November 6, 2017 4,000,000 $ 0.0020 May 6, 2016 to November 6, 2017 3,000,000 $ 0.0020 May 10, 2016 to November 10, 2017 2,500,000 $ 0.0020 May 10, 2016 to November 10, 2017 2,500,000 $ 0.0020 May 20, 2016 to November 20, 2017 10,000,000 $ 0.0020 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 12/28/16 to 12/28/2017 1,000,000 $ 0.0020 Total Warrants Outstanding at 12/31/16 126,631,818 Warrants Issued During the Year Ended December 31, 2015 During the year ended December 31, 2015 the Company issued a total of 63,745,834 warrants to purchase shares of restricted common stock at prices ranging from $0.0030 to $0.01, 38,412,500 warrants were issued under equity subscription agreements and 25,333,334 under convertible promissory notes. The warrants issued under equity subscription agreements were valued using the Black-Scholes model. Warrants Issued During the Year Ended December 31, 2016 During the year ended December 31, 2016 the Company issued a total of 98,681,818 warrants to purchase shares of restricted common stock at prices ranging from $0.002 to $0.005, 44,681,818 warrants were issued under equity subscription agreements and 54,000,000 under convertible promissory notes. The warrants issued under convertible promissory note agreements were valued using the Black-Scholes model. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 - INCOME TAXES At December 31, 2016 and 2015, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $12,300,000 and $11,000,000 for Federal purposes. The Federal carry forwards begin to expire in 2033. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. The Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2016 and 2015, the Company did not have a liability for unrecognized tax benefits. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2016 and 2015, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2010 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is currently in the process of filing tax returns for past years, due to the Company’s lack of revenue since inception management does not believe that there is any income tax liability for past years. There are currently no open federal or state tax years under audit. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: For the Year Ended December 31, 2016 For the Year Ended December 31, 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 December 31, 2016 and 2015, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of $12,300,000 and $11,000,000, respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2016 and 2015. |
Lease Obligation
Lease Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 6 – LEASE OBLIGATION Corporate Office The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement 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. As of December 31, 2016, future minimum rental payments required under this non-cancelable operating lease total $7,510 for the year for the year ending December 31, 2017. 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 expires on October 31, 2016. The Company pays $1,300 per month to lease the operations house. The term of the lease expired in October 2016, the Company is leasing the operations house on a month-to-month basis and anticipates continuing to lease the house for the foreseeable future. |
Convertible Notes Payable and N
Convertible Notes Payable and Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under paragraph 4 of EITF 00-19, which was superseded by ASC 815, and EITF 05-02, which was superseded by ASC 470. Convertible Notes Payable The following table reflects the convertible notes payable as of December 31, 2016, other than the notes that have been remeasured to fair value which are discussed later in Note 7: Issue Maturity December 31, Interest Conversion Date Date 2016 Rate Rate Convertible notes payable: 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 (22,423 ) Balance $ 27,327 Convertible notes payable – related parties July 12, 2016 January 12,2017 2,400 6.00 % 0.00060 Unamortized discount (156 ) $ 2,244 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 April 14,2016 October 14, 2016 10,000 6.00 % 0.0010 Balance $ 444,952 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 May 10, 2016 November 10, 2016 5,000 6.00 % 0.0005 May 10, 2016 November 10, 2016 5,000 6.00 % 0.0005 May 20, 2016 November 20, 2016 5,000 6.00 % 0.0005 Balance $ 196,500 Notes Payable The following table reflects the notes payable as of December 31, 2015 and 2014: Issue Date Maturity Date 2016 2015 Interest Rate Notes payable, in default –related parties: February 24, 2010 February 24, 2011 $ 7,500 $ 7,500 6.00 % October 6, 2015 November 11, 2015 10,000 10,000 6.00 % 17,500 17,500 Notes payable, in default: June 23, 2011 August 23, 2011 25,000 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 5,000 6.00 % 30,000 30,000 $ 47,500 $ 47,500 Convertible Notes Payable Between January 1, 2015 and December 31, 2015, the Company issued four (4) convertible notes payable totaling $109,000. The notes include interest at 6%. Between January 1, 2016 and December 31, 2016, the Company issued 12 convertible notes payable totaling $104,150. The notes include interest at 6%. The principal amount of the notes and interest is payable on the maturity date. The notes and accrued interest are convertible into common stock at fixed conversion prices. The conversion prices and maturity dates of these notes are detailed in the table in the preceding page. The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815 and other applicable guidance. The conversion feature of four of the notes met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. The following tables reflect the aggregate allocation as of December 31: 2016 2015 Face value of convertible notes payable $ 49,750 $ 63,000 Beneficial conversion feature (22,423 ) (17,295 ) Carrying value $ 27,327 $ 45,705 The discounts on the convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the term of the debt agreement. For the twelve months ended December 31, 2016 and 2015, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $80,600 and $116,000, respectively. At December 31, 2016 and 2015, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $154,790 and $135,581, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets. 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 $14,348 of the note plus accrued interest and late fees of $6,652 into 12,750,000 shares of the Company’s common stock. The remaining principal balance of this note was $23,652 at December 31, 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 Company’s common stock. The remaining principal balance of this note was $0 at December 31, 2016. A lender agreed to accept 7,000,000 shares of common stock to settle the remaining principal balance of $7,000 of a promissory note. As of December 31, 2016 the remaining principal balance of this note was $0 and no accrued interest was due to the lender. Convertible Notes Payable and Notes Payable, in Default The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital. The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into shares of the Company’s 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 Company’s common stock. Shareholder Loans At December 31, 2016 the Company had three loans outstanding to its CEO totaling $22,683, consisting of a loan with a remaining principal balance of 19,983 with a 6% annual rate of interest, 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 Company’s common stock at $0.002, and a loan in the amount of $1,500 at a rate of 2% interest. Convertible Notes Payable and Notes Payable, in Default 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 holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 62% multiplied by the lowest closing bid price for the Company’s common stock during the twenty (20) trading day period including the day the notice of conversion is received by the Company. If the Company’s 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 Company’s 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 Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. During the period ended December 31, 2016, the principal 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 holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 65% multiplied by the lowest trade price for the Company’s 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 Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. During the period ended December 31, 2016, the principal 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 holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 65% multiplied by the lowest closing bid price for the Company’s common stock during the fifteen (15) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $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 Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. During the period ended December 31, 2016, the principal 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 holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 65% multiplied by the lowest trade price for the Company’s 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 Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. During the period ended December 31, 2016, the principal 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 holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 62% multiplied by the lowest closing bid price for the Company’s common stock during the twenty-five (25) trading day period including the day the notice of conversion is received by the Company. If the Company’s 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 Company’s 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 Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares. During the period ended December 31, 2016, the principal balance and accrued interest was converted into 69,091,471 shares of common stock. |
Material Agreements
Material Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS | NOTE 8 – MATERIAL AGREEMENTS Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. Exploration Permit with the Florida Division of Historical Resources for an Area off of Melbourne Beach, Florida On July 28, 2014, Seafarer’s 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, Seafarer’s 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 Company’s 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 Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisors shares of the Company’s 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 1/12th 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 preapproved 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 Seafarer’s vessels and equipment, and provide operational and project management services for Seafarer’s 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 Company’s 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 Company’s 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 Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council 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 advisor’s shares vest at a rate of 1/12th 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 preapproved expenses. In May of 2016, the Company extended the term of a previous agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 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 preapproved expenses. In May of 2016, the Company extended the term of a previous agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 a retention bonus for the advisor’s 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 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 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 Company’s diving operations. The shares were issued as retention bonus as well to induce the consultant to continue to provide services on favorable terms to the Company. In December of 2016, the Company entered into an agreement with an individual to join the Company’s 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 Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council 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 advisor’s shares vest at a rate of 333,333 shares 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 preapproved expenses. The Company has a verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide general business consulting 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 Company’s agreements and books and records During the year ended December 31, 2016 the company paid the related party consultant a total of $32,950 for consulting services. The consultant provides the services under the direction and supervision of the Company’s CEO. At December 31, 2016, the Company owed the related party limited liability company $2,736. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the period ended December 31, 2016 the Company paid the related party consultant $12,000 in fees for transfer agency services and 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 Company’s 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. At December 31, 2016, the Company owed the related party limited liability company $2,736. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 9 – 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 Tulco’s 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 Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources. The company 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 Court subsequently entered and Order directing the arrest warrant for such site, and such arrest warrant has been issued by the Clerk of Court. Such warrant entry is now in process by the Company. 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 Volentine 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 was 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. Volentine had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, was denied by the Court and Volentine lost again. The Plaintiff filed a motion for sanctions against Volentine 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. On December 7, 2016, the Court held a hearing on Volentine’s motion for sanctions, and essentially attempting to rehear the motion for contempt against Volentine. The Court dismissed Volentine’s motions, and renewed the ability of the Company to seek attorney’s fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered an Order denying Volentine’s motion for summary judgment. The Company has a pending motion for sanctions related to Volentine’s filing of the motion for summary judgment which has not been set for hearing. The Company will be attempting to set such matter for trial during 2017. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS 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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before July 12, 2016. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.002 per share. In January of 2016 a shareholder who is related to the Company’s CEO provided a loan in the amount of $260 to the Company. This loan pays 0% interest. In February 2016, the Company’s 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 Company’s restricted common stock which has not been issued. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.002 per share. In May of 2016, the Company’s CEO provided a loan to the Company in the amount of $1,200. This loan was repaid during the year ended December 31, 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 Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 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 preapproved expenses. In May of 2016, the Company extended the term of a previous agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 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 preapproved 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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 10, 2016. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0005 per share. The related party lender received 2,500,000 warrants to purchase shares of the Company’s 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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 10, 2016. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0005 per share. The related party lender received 2,500,000 warrants to purchase shares of the Company’s 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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before November 20, 2016. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0005 per share. The related party lender received 10,000,000 warrants to purchase shares of the Company’s 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 Company’s 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 $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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 12, 2017. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. The related party lender received 4,000,000 warrants to purchase shares of the Company’s 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 Company’s 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 to the Company’s 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. In December of 2016, the Company’s CEO provided a loan to the Company in the amount of $1,500. This loan has an interest rate 2%. After six months from December 16, 2016 the lender has the right to convert the loan in to shares of the Company’s common stock at a rate of $0.005 per share. On various dates during the period ended December 31, 2016 the Company repaid a total of $8,500 to its CEO in order to repay loans the CEO had previously provided to the Company. The Company has a verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide general business consulting 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 Company’s agreements and books and records. During the year ended December 31, 2016 the company paid the related party consultant a total of $32,950 for consulting services. At December 31, 2016 the Company owed the consultant a total of $5,950. The consultant provides the services under the direction and supervision of the Company’s CEO. The Company has an agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2016 the company paid the related party consultant a total of $2,000 for consulting services. At December 31, 2016, the Company owed the related party limited liability company $2,736 for transfer agency services rendered and for the reimbursement of legal fees. At December 31, 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 Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 10% per annum with interest payments to be paid monthly and is convertible at the note holder’s option into the Company’s common stock at $0.015 per share. The convertible note payable was due on or before January 9, 2010 and is secured. This 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 Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest were due on or before January 25, 2011. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.005 per share. This 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 Company’s 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 Company’s CEO. This loan pays interest at a rate of 8% per annum and the principle and accrued interest were due on or before July 18, 2012. The note is secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.004 per share. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated January 19, 2013 due to a person related to the Company’s CEO with a face amount of $15,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.004 per share. The convertible note payable was due on or before July 30, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated July 26, 2013 due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.01 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated January 17, 2014 due to a person related to the Company’s CEO with a face amount of $31,500. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.006 per share. The convertible note payable is due on or before July 17, 2015 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated May 27, 2014 due to a person related to the Company’s CEO with a face amount of $7,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.007 per share. The convertible note payable was due on or before November 27, 2014 and is not secured. 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 Company’s CEO with a face amount of $17,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.008 per share. The convertible note payable was due on or before January 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 Company’s CEO with a face amount of $21,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0045 per share. The convertible note payable 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 Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s 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 Company’s 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 $19,983 due to the Company’s 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 Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 10, 2016 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated May 10, 2016 due to a person related to the Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 10, 2016 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated May 20, 2016 due to a person related to the Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 20, 2016 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated July 12, 2016 due to a person related to the Company’s 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 Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0006 per share. The convertible note payable is due on or before January 12, 2017 and is not secured. A loan in the amount of $1,500 due to the Company’s CEO. The loan is not secured and pays interest at a 2% per annum. After the loan has aged for six months from December 16, 2016 the lender has the right to convert the loan into shares of the Company’s restricted common shares at a rate of $0.005 per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS Per the Company’s filing on Form 8-K filed on March 10, 2017, on February 24, 2017 the Board of Directors, pursuant to Section 607.0704, Florida Statutes, the Board of Directors, acting as shareholders of the Preferred Shares and pursuant to their own resolution, voted to increase the authorized shares of the Corporation from 2,500,000,000 common shares to 2,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on March 2, 2017. Subsequent to December 31, 2016, through March 31, 2017, the Company sold or issued shares of its common stock as follows ( unaudited): (i) sales of 57,000,000 shares of common stock for proceeds of $80,000, used for general working capital purposes. (ii) issuance of 51,524,000 shares of common stock for services valued in the aggregate amount of $175,800. (iii) issuance of 26,524,000 shares of common stock for conversion and satisfaction of debt in the amount of $26,524; and (iv) issuance of 89,212,790 shares not previously issued due to an administrative time lag. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2016 and 2015. |
Earnings Per Share | Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates, as the inclusion of outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2016 and 2015. Components of loss per share for the respective years are as follows: For the Year Ended For the Year Ended Net loss attributable to common shareholders $ (1,351,836 ) $ (1,151,331 ) Weighted average shares outstanding: Basic and diluted 1,774,115,117 1,187,757,189 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s 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 Company’s 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 $ — $ — $ 311,074 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 year ended December 31, 2016 is as follows: Fair Value January 1, 2016 Change in fair Value New Convertible Notes Conversions Fair Value December 31, 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 year ended December 31, 2015 is as follows: Fair Value January 1, 2015 Change in fair Value Convertible Notes Conversions Fair Value December 31, 2015 Notes payable at fair value $ 186,605 $ 221,059 $ — $ (96,590 ) $ 311,074 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 were 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 December 31: 2016 2015 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 — Less accumulated depreciation (304,133 ) (270,149 ) $ 54,292 $ 63,276 Depreciation expense for the years ended December 31, 2016 and 2015 amounted to $33,984. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. ASC 360-10 provides guidance on accounting for property, plant, and equipment, and the related accumulated depreciation on those assets. ASC 360-10 also includes guidance on the impairment or disposal of long-lived assets. ASC 360-10 notes that long-lived tangible assets include land and land improvements, buildings, machinery and equipment, and furniture and fixtures. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2016 and 2015, respectively. |
Use of Estimates | Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
Revenue Recognition | Revenue Recognition The Company plans to recognize 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 will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the years ended December 31, 2016 and 2015, the Company did not report any revenues. |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships. ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entity’s own stock and (2) considered to be settled in the reporting entity’s own stock. Such a determination will dictate whether an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2016, all of the Company’s convertible notes payable were classified as conventional instruments. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses, indexed debt. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Earnings Per Share | For the Year Ended For the Year Ended Net loss attributable to common shareholders $ (1,351,836 ) $ (1,151,331 ) Weighted average shares outstanding: Basic and diluted 1,774,115,117 1,187,757,189 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Assets and liabilites by level measured at fair value | The following table represents the Company’s 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 $ — $ — $ 311,074 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 year ended December 31, 2016 is as follows: Fair Value January 1, 2016 Change in fair Value New Convertible Notes Conversions Fair Value December 31, 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 year ended December 31, 2015 is as follows: Fair Value January 1, 2015 Change in fair Value Convertible Notes Conversions Fair Value December 31, 2015 Notes payable at fair value $ 186,605 $ 221,059 $ — $ (96,590 ) $ 311,074 |
Property and Equipment and Depreciation | 2016 2015 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 — Less accumulated depreciation (304,133 ) (270,149 ) $ 54,292 $ 63,276 |
Capital Stock - Warrants and Op
Capital Stock - Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Warrants issued | Term Amount Exercise Price November 20, 2012 to November 20, 2022 4,000,000 $ 0.0050 July 8, 2015 to January 8, 2017 700,000 $ 0.0050 July 14, 2015 to January 14, 2017 3,000,000 $ 0.0050 August 19, 2015 to February 19, 2017 750,000 $ 0.0100 September 18, 2015 to September 18, 2020 4,000,000 $ 0.0030 December 03, 2015 to June 03, 2017 2,000,000 $ 0.0040 December 24, 2015 to June 24, 2017 12,500,000 $ 0.0040 December 29, 2015 to June 29, 2017 1,000,000 $ 0.0040 February 3, 2016 to August 3, 2017 1,000,000 $ 0.0050 February 18, 2016 to August 18, 2017 1,500,000 $ 0.0040 February 19, 2016 to August 19, 2017 5,000,000 $ 0.0040 March 3, 2016 to September 3, 2017 1,000,000 $ 0.0040 April 14, 2016 to April 14, 2018 10,000,000 $ 0.0020 May 2, 2016 to November 2, 2017 3,000,000 $ 0.0020 May 6, 2016 to November 6, 2017 4,000,000 $ 0.0020 May 6, 2016 to November 6, 2017 3,000,000 $ 0.0020 May 10, 2016 to November 10, 2017 2,500,000 $ 0.0020 May 10, 2016 to November 10, 2017 2,500,000 $ 0.0020 May 20, 2016 to November 20, 2017 10,000,000 $ 0.0020 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 12/28/16 to 12/28/2017 1,000,000 $ 0.0020 Total Warrants Outstanding at 12/31/16 126,631,818 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | For the Year Ended December 31, 2016 For the Year Ended December 31, 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) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Issue Maturity December 31, Interest Conversion Date Date 2016 Rate Rate Convertible notes payable: 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 (22,423 ) Balance $ 27,327 Convertible notes payable – related parties July 12, 2016 January 12,2017 2,400 6.00 % 0.00060 Unamortized discount (156 ) $ 2,244 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 F-13 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 April 14,2016 October 14, 2016 10,000 6.00 % 0.0010 Balance $ 444,952 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 May 10, 2016 November 10, 2016 5,000 6.00 % 0.0005 May 10, 2016 November 10, 2016 5,000 6.00 % 0.0005 May 20, 2016 November 20, 2016 5,000 6.00 % 0.0005 Balance $ 196,500 |
Notes Payable | The following table reflects the notes payable as of December 31, 2015 and 2014: Issue Date Maturity Date 2016 2015 Interest Rate Notes payable, in default –related parties: February 24, 2010 February 24, 2011 $ 7,500 $ 7,500 6.00 % October 6, 2015 November 11, 2015 10,000 10,000 6.00 % 17,500 17,500 Notes payable, in default: June 23, 2011 August 23, 2011 25,000 25,000 6.00 % April 27, 2011 April 27, 2012 5,000 5,000 6.00 % 30,000 30,000 $ 47,500 $ 47,500 |
Beneficial conversion feature | 2016 2015 Face value of convertible notes payable $ 49,750 $ 63,000 Beneficial conversion feature (22,423 ) (17,295 ) Carrying value $ 27,327 $ 45,705 |
Significant Accounting polici23
Significant Accounting policies - Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies - Earnings Per Share Details | ||
Net loss attributable to common stockholders | $ (1,351,836) | $ (1,151,331) |
Weighted average shares outstanding: | ||
Basic and diluted | 1,774,115,117 | 1,187,757,189 |
Loss per share: | ||
Basic and diluted | $ 0 | $ 0 |
Significant Accounting Polici24
Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Property and Equipment, net | $ 54,292 | $ 54,292 | $ 63,276 |
Less accumulated depreciation | $ (304,133) | (270,149) | |
Diving Vessel | |||
Property and Equipment, net | 326,005 | 326,005 | |
Generator | |||
Property and Equipment, net | 7,420 | 7,420 | |
Magnetometer | |||
Property and Equipment, net | $ 25,000 |
Significant Accounting Polici25
Significant Accounting Policies - Assets and liabilites by level measured at fair value (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Notes payable at fair value | $ 311,074 | $ 186,605 | |
Change in fair value, notes payable | 109,992 | 221,059 | |
New Convertible Notes | 135,884 | ||
Conversion | $ (556,950) | (96,590) | |
Level 1 | |||
Notes payable at fair value | |||
Level 2 | |||
Notes payable at fair value | |||
Level 3 | |||
Notes payable at fair value | $ 311,076 |
Capital Stock - Warrants and 26
Capital Stock - Warrants and Options (Details) | Dec. 31, 2016$ / sharesshares |
November 20, 2012 to November 20, 2022 | |
Warrants issued | shares | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
July 8, 2015 to January 8, 2017 | |
Warrants issued | shares | 700,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
July 14, 2015 to January 14, 2017 | |
Warrants issued | shares | 3,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
August 19, 2015 to February 19, 2017 | |
Warrants issued | shares | 750,000 |
Warrants, Exercise Price | $ / shares | $ 0.0100 |
September 18, 2015 to September 18, 2020 | |
Warrants issued | shares | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0030 |
December 03, 2015 to June 03, 2017 | |
Warrants issued | shares | 2,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
December 24, 2015 to June 24, 2017 | |
Warrants issued | shares | 12,500,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
December 29, 2015 to June 29, 2017 | |
Warrants issued | shares | 1,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
February 3, 2016 to August 3, 2017 | |
Warrants issued | shares | 1,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
February 18, 2016 to August 18, 2017 | |
Warrants issued | shares | 1,500,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
February 19, 2016 to August 19, 2017 | |
Warrants issued | shares | 5,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
March 3, 2016 to September 3, 2017 | |
Warrants issued | shares | 1,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0040 |
April 14, 2016 to April 14, 2018 | |
Warrants issued | shares | 10,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 2, 2016 to November 2, 2017 | |
Warrants issued | shares | 3,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 6, 2016 to November 6, 2017 | |
Warrants issued | shares | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 6, 2016 to November 6, 2017 (2) | |
Warrants issued | shares | 3,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 10, 2016 to November 10, 2017 | |
Warrants issued | shares | 2,500,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 10, 2016 to November 10, 2017 (2) | |
Warrants issued | shares | 2,500,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
May 20, 2016 to November 20, 2017 | |
Warrants issued | shares | 10,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
July 12, 2016 to January 18, 2018 | |
Warrants issued | shares | 4,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
July 20, 2016 to August 26, 2017 | |
Warrants issued | shares | 18,181,818 |
Warrants, Exercise Price | $ / shares | $ 0.0033 |
August 26, 2016 to August 26, 2017 | |
Warrants issued | shares | 7,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0050 |
August 31, 2016 to August 31, 2018 | |
Warrants issued | shares | 25,000,000 |
Warrants, Exercise Price | $ / shares | $ .0010 |
December 28, 2016 to December 28, 2017 | |
Warrants issued | shares | 1,000,000 |
Warrants, Exercise Price | $ / shares | $ 0.0020 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 02, 2017 | Feb. 24, 2017 | Feb. 10, 2014 | |
Common stock, shares authorized | 2,500,000,000 | 1,500,000,000 | 2,900,000,000 | 2,500,000,000 | |
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 | $ 126,631,818 | ||||
Warrants | |||||
Warrants outstanding | $ 98,681,818 | $ 63,745,834 | |||
Warrants issued under equity subscription agreements | 44,681,818 | 38,412,500 | |||
Warrants issued under convertible promissory notes | 54,000,000 | 25,333,334 | |||
Maximum | |||||
Exercise price | $ 0.005 | $ 0.0030 | |||
Minimum | |||||
Exercise price | $ 0.002 | $ 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 | ||||
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) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 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 ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 12,300,000 | $ 11,000,000 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | |
Base monthly rent | $ 36,006 | $ 45,857 | |
Future minimum rental payments | 7,510 | ||
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 and31
Convertible Notes Payable and Notes Payable - Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Convertible notes payable | $ 27,327 | |
Convertible notes payable, Unamortized discount | (22,423) | |
Convertible notes payable - related party | 2,244 | |
Convertible notes payable - related parties, Unamortized discount | (156) | |
Convertible notes payable, in default | 444,952 | |
Convertible notes payable - related parties, in default | $ 196,500 | |
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 | $ .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 | $ .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 | $ 0.0010 | |
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 | $ .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 | $ 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 | $ 0.0050 | |
Notes Issued Jan 19, 2013 | ||
Convertible notes payable, in default, Maturity date | Jul. 30, 2013 | |
Convertible notes payable, in default | $ 5,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0040 | |
Convertible notes payable - related parties, in default, Maturity date | Jul. 30, 2013 | |
Convertible notes payable - related parties, in default | $ 15,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0040 | |
Notes Issued Feb 11, 2013 | ||
Convertible notes payable, in default, Maturity date | Aug. 11, 2013 | |
Convertible notes payable, in default | $ 9,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0060 | |
Notes Issued Sep 25, 2013 | ||
Convertible notes payable, in default, Maturity date | Mar. 25, 2014 | |
Convertible notes payable, in default | $ 10,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued Aug 28, 2009 | ||
Convertible notes payable, in default, Maturity date | Nov. 1, 2009 | |
Convertible notes payable, in default | $ 4,300 | |
Convertible notes payable, in default, Interest rate | 10.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0150 | |
Notes Issued Apr 7, 2010 | ||
Convertible notes payable, in default, Maturity date | Nov. 7, 2010 | |
Convertible notes payable, in default | $ 70,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0080 | |
Notes Issued Nov 12, 2010 | ||
Convertible notes payable, in default, Maturity date | Nov. 7, 2011 | |
Convertible notes payable, in default | $ 40,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0050 | |
Notes Issued Oct 4, 2013 | ||
Convertible notes payable, in default, Maturity date | Apr. 4, 2014 | |
Convertible notes payable, in default | $ 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued Oct 30, 2013 | ||
Convertible notes payable, in default, Maturity date | Oct. 30, 2014 | |
Convertible notes payable, in default | $ 50,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0125 | |
Notes Issued May 15, 2014 | ||
Convertible notes payable, in default, Maturity date | Nov. 15, 2014 | |
Convertible notes payable, in default | $ 40,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0070 | |
Notes Issued Oct 13, 2014 | ||
Convertible notes payable, 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 | $ 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 | $ 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 | $ 0.00200 | |
Notes Issued April 20, 2015 | ||
Convertible notes payable, in default, Maturity date | Apr. 20, 2016 | |
Convertible notes payable, in default | $ 23,652 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.00320 | |
Notes Issued April 14, 2016 | ||
Convertible notes payable, in default, Maturity date | Nov. 4, 2016 | |
Convertible notes payable, in default | $ 10,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.001 | |
Notes Issued Jan 9, 2009 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 9, 2010 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 10.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0150 | |
Notes Issued Jan 25, 2010 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2011 | |
Convertible notes payable - related parties, in default | $ 6,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0050 | |
Notes Issued Jan 18, 2012 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 18, 2012 | |
Convertible notes payable - related parties, in default | $ 50,000 | |
Convertible notes payable - related parties, in default, Interest rate | 8.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0040 | |
Notes Issued Jul 26, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 26, 2014 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0100 | |
Notes Issued Jan 17, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 17, 2014 | |
Convertible notes payable - related parties, in default | $ 31,500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0060 | |
Notes Issued May 27, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 27, 2014 | |
Convertible notes payable - related parties, in default | $ 7,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0070 | |
Notes Issued Jul 21, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2015 | |
Convertible notes payable - related parties, in default | $ 17,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0080 | |
Notes Issued Oct 16, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Oct. 22, 2014 | |
Convertible notes payable - related parties, in default | $ 21,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0045 | |
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 | $ 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 | $ 0.002 | |
Notes Issued May 10, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 10, 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 | $ 0.00050 | |
Notes Issued May 20, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 20, 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 | $ 0.00050 |
Convertible Notes Payable and32
Convertible Notes Payable and Notes Payable - Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Notes payable, in default –related parties | $ 17,500 | |
Notes payable, in default | $ 47,500 | |
Notes Issued Feb 24, 2010 | ||
Notes payable, in default –related parties, Maturity date | Feb. 24, 2011 | |
Notes payable, in default –related parties | $ 7,500 | |
Notes payable, in default –related parties, Interest rate | 6.00% | |
Notes Issued 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% |
Convertible Notes Payable and33
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Feb. 29, 2016 | |
Total convertible notes issued | $ 104,150 | $ 109,000 | |
Interest expense related to the amortization of debt discounts | 116,000 | 80,600 | |
Accrued interest on notes payable | 154,790 | 135,581 | |
Convertible notes payable, fair value | $ 311,076 | ||
Chief Executive Officer | |||
Loan outstanding to related party | $ 19,983 | $ 4,000 | |
Loan payable, Interest rate | 6.00% | 6.00% | |
CEO, Second Loan | |||
Loan outstanding to related party | $ 1,200 | ||
Loan payable, Interest rate | 6.00% | ||
Conversion price | $ 0.002 | ||
CEO, Third Loan | |||
Loan outstanding to related party | $ 1,500 | ||
Loan payable, Interest rate | 2.00% | ||
Lender (A) | |||
Total convertible notes issued | $ 38,000 | ||
Accrued interest on notes payable | 6,652 | ||
Portion of principal converted to common stock | $ 14,348 | ||
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 | $ 7,000 | ||
Notes converted into shares of common stock | 7,000,000 | ||
Remaining principal of convertible note | $ 0 | ||
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 |
Material Agreements (Details Na
Material Agreements (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jul. 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 | $ 3,000 | ||||||
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 | 4,000,000 | 5,000,000 | 2,000,000 | ||||
Open Ended Consultant Agreement 2 | |||||||
Payment of restricted common stock | 5,000,000 | 2,500,000 | 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 | ||||||
Advisory Council Agreement | |||||||
Payment of restricted common stock | 2,000,000 | ||||||
Vesting shares per month | 333,333 | ||||||
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 | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Aug. 31, 2016 | Jul. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 30, 2016 | Jul. 12, 2016 | Jun. 30, 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 | $ 2,400 | $ 5,000 | $ 5,000 | $ 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% | 6.00% | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | ||||||||||
Convertible note payable, common stock price per share | $ 0.0006 | $ 0.0005 | $ 0.0005 | $ 0.002 | $ .0030 | $ .0020 | $ 0.0045 | $ 0.008 | $ 0.007 | $ 0.006 | $ 0.01 | $ 0.004 | $ 0.004 | $ 0.005 | $ 0.015 | ||||||||||||
Repayment of convertible note | $ 55,100 | ||||||||||||||||||||||||||
CEO, Second Loan | |||||||||||||||||||||||||||
Restricted Common Stock Issued | 500,000 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
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 | $ 1,500 | $ 1,500 | $ 4,000 | ||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 2.00% | 2.00% | 6.00% | ||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .005 | $ .005 | $ 0.002 | ||||||||||||||||||||||||
Repayment of convertible note | $ 4,100 | $ 8,500 | |||||||||||||||||||||||||
Loan outstanding to related party | $ 19,983 | $ 19,983 | $ 4,000 | ||||||||||||||||||||||||
Loan payable, Interest rate | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||
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 | $ 5,000 | ||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | ||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ 0.005 | ||||||||||||||||||||||||||
Warrants issued | 10,000,000 | ||||||||||||||||||||||||||
Warrant conversion price | $ .002 | ||||||||||||||||||||||||||
Loans to Related Party | |||||||||||||||||||||||||||
Repayment of convertible note | $ 3,180 | ||||||||||||||||||||||||||
Related LLC | |||||||||||||||||||||||||||
Payment to related party LLC | $ 32,950 | ||||||||||||||||||||||||||
Outstanding debt related to transfer agency services | 5,950 | ||||||||||||||||||||||||||
Related LLC (2) | |||||||||||||||||||||||||||
Payment to related party LLC | 2,000 | ||||||||||||||||||||||||||
Outstanding debt related to transfer agency services | $ 2,736 | ||||||||||||||||||||||||||
Note #2 | |||||||||||||||||||||||||||
Convertible note payable, amount | $ 5,000 | ||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | ||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ 0.0005 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2017 | Mar. 02, 2017 | Feb. 24, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Shares authorized | 2,900,000,000 | 2,500,000,000 | 2,500,000,000 | 1,500,000,000 | |
Shares issued, shares | 2,194,976,061 | 1,332,102,348 | |||
Shares issued, value | $ 219,498 | $ 133,210 | |||
Transaction (i) | |||||
Shares issued, shares | 57,000,000 | ||||
Shares issued, value | $ 80,000 | ||||
Transaction (ii) | |||||
Shares issued, shares | 51,524,000 | ||||
Shares issued, value | $ 175,800 | ||||
Transaction (iv) | |||||
Shares issued, shares | 26,524,000 | ||||
Shares issued, value | $ 26,524 | ||||
Transaction (iv) | |||||
Shares issued, shares | 89,212,790 |