Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SEAFARER EXPLORATION CORP | |
Entity Central Index Key | 1,106,213 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2017 | |
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 | 2,429,980,249 | |
Amendment Description | The purpose of this amendment on form 10-Q to Seafarer Exploration Corp's Quarterly Report for the period ended March 31, 2017, filed with the Securities and Exchange Commission on May 15, 2017 is solely to furnish Exhibit 101 to the Form 10-QK in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 62,478 | $ 24,549 |
Prepaid expenses | 102,683 | 20,606 |
Deposits | 750 | 750 |
Total current assets | 165,911 | 45,905 |
Property and equipment, net | 45,796 | 54,292 |
Total Assets | 211,707 | 100,197 |
Current liabilities: | ||
Accounts payable and accrued expense | 341,363 | 332,106 |
Convertible notes payable, net of discounts of $48,352 and $22,423 | 21,398 | 27,327 |
Convertible notes payable, related parties, net of discounts of $18,750 and $156 | 6,250 | 2,244 |
Convertible notes payable, in default | 441,300 | 444,952 |
Convertible notes payable, in default - related parties | 206,500 | 196,500 |
Shareholder loan | 17,070 | 22,270 |
Notes payable, in default | 30,000 | 30,000 |
Notes payable, in default - related parties | 17,500 | 17,500 |
Total current liabilities | 1,081,381 | 1,072,899 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
Common stock, $0.0001 par value 2,900,000,000 shares authorized; 2,416,055,632 and 2,194,976,061 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 241,606 | 219,498 |
Additional paid-in capital | 11,887,490 | 11,485,588 |
Accumulated deficit | (12,998,770) | (12,677,788) |
Total stockholders' deficit | (869,674) | (972,702) |
Total liabilities and stockholders' deficit | 211,707 | 100,197 |
Series A | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
Series B | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at March 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at March 31, 2017 and December 31, 2016 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Discounts on convertible notes payable | $ 48,352 | $ 22,423 |
Discounts on convertible notes payable, related parties | $ 18,750 | $ 156 |
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 | |
Common stock, shares authorized | 2,900,000,000 | 2,900,000,000 |
Common stock, shares issued | 2,416,055,632 | 2,194,976,061 |
Common Stock, shares outstanding | 2,416,055,632 | 2,194,976,061 |
Series A | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Consulting and contractor expenses | 121,113 | 77,454 |
Vessel Maintenance and Dockage | 13,025 | |
Professional fees | 18,180 | 20,500 |
General and administrative expenses | 32,543 | 9,010 |
Depreciation expense | 8,496 | 8,496 |
Rent expense | 13,593 | 9,448 |
Surveying and site mapping | 15,595 | |
Travel and entertainment | 10,444 | 16,001 |
Total operating expenses | 232,989 | 140,909 |
Income (Loss) from operations | (232,989) | (140,909) |
Other income (expense) | ||
Interest (expense) income, net | (87,993) | (61,071) |
Total other income (expense) | (87,993) | (61,071) |
Net loss | $ (320,982) | $ (201,980) |
Net loss per share - basic and diluted | ||
Weighted average common shares outstanding - basic and diluted | 1,345,436,472 | 1,345,436,472 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities | ||
Net loss | $ (320,982) | $ (201,980) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 8,496 | 8,496 |
Amortization of debt discount and interest expense on beneficial conversion feature of convertible notes | 15,575 | |
Unrealized gains/losses on fair value changes in derivatives | (9,742) | 29,730 |
Common stock issued for services | 119,700 | 8,000 |
Non-cash finance costs | 1,200 | 2,340 |
Decrease in: | ||
Prepaid expenses | 12,608 | |
Increase in: | ||
Accounts payable and accrued expenses | 9,257 | 51,873 |
Net cash provided (used) by operating activities | (192,071) | (73,358) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 160,000 | 22,000 |
Proceeds from the issuance of convertible notes payable | 40,000 | 33,000 |
Proceeds from convertible notes payable, related party | 30,000 | 5,000 |
Proceeds from loans from stockholders | 4,260 | |
Proceeds from notes payable | 17,000 | |
Net cash provided by financing activities | 230,000 | 81,260 |
Net increase in cash | 37,929 | 7,902 |
Cash - beginning of period | 24,549 | 5,097 |
Cash - end of period | 62,478 | 12,999 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
Noncash financing activities: | ||
Issuance of Common stock upon conversion of convertible debt and accrued interest | $ 73,160 | $ 92,572 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 - DESCRIPTION OF BUSINESS Seafarer Exploration Corp. (the “Company”), formerly Organetix, Inc. (“Organetix”), was incorporated on May 28, 2003 in the State of Delaware. The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, and recovery of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand. Seafarer currently has two different wreck sites under permit with the State of Florida, one wreck site in the permit renewal process and one wreck site under contract with a private party and is working closely with the Florida Department of Historical Resources and the Florida Bureau of Archeological Research to research and document these, and additional, wreck sites. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN These condensed financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. 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 May 15, 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 condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Company’s condensed financial statements. The condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the condensed financial statements. Accounting Method The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. Revenue Recognition The Company 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 periods ended March 31, 2017 and 2016, the Company did not report any revenues. Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at March 31, 2017 and 2016. Fair Value of Financial Instruments 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. 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 March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 32,420 Less accumulated depreciation (312,629 ) (304,133 ) $ 45,796 $ 54,292 Depreciation expense for each of the three month periods ended March 31, 2017 and 2016 amounted to $8,496. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the periods ended March 31, 2017 and 2016. Employee Stock Based Compensation The FASB issued SFAS No.123 (revised 2004), Share-Based Payment Non-Employee Stock Based Compensation The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Use of Estimates The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The classification of derivative instruments, including the determination of whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months from the balance sheet date. Convertible Notes Payable at Fair Value The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Loss Per Share | NOTE 4 - LOSS PER SHARE Components of loss per share for the three months ended March 31, 2017 and 2016 are as follows: For the Three Months Ended March 31, 2017 For the Three Months Ended March 31, 2016 Net loss attributable to common stockholders $ (320,982 ) $ (201,980 ) Weighted average shares outstanding: Basic and diluted 2,262,309,103 1,345,436,472 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
CAPITAL STOCK | NOTE 5 - CAPITAL STOCK On February 24, 2017, 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 to 2,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on March 2, 2017. As a result, the Company is authorized to issue 2,900,000,000 shares of $0.0001 par value common stock. In January of 2017, the Company entered into a subscription agreement to sell 17,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $75,000. The Company also agreed that the purchaser will be entitled to receive $500,000 of treasure of their choice after both the Company has recovered a minimum of $1,200,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $500,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,200,000 worth of treasure. The value of the treasure will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. Preferred Stock The Company is authorized to sell or issue 50,000,000 shares of preferred stock. Series A Preferred Stock At March 31, 2017, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. As of March 31, 2017 and 2016, no shares of preferred stock had been converted into shares of the Company’s common stock. Series B Preferred Stock On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation. Warrants and Options During the three month period ended March 31, 2017, the Company issued the following warrants in connection with the issuances of indebtedness (see Note 8): Term Amount Exercise Price 01/31/17 to 01/31/18 40,000,000 $0.0040 02/14/17 to 08/14/18 33,333,333 $0.0050 09/10/17 to 09/10/19 15,000,000 $0.0250 09/10/17 to 09/10/19 10,000,000 $0.0250 Total warrants issued 98,333,333 As of March 31, 2017, the Company had a total of 220,515,151 warrants outstanding to purchase common stock with exercise prices ranging from $0.001 to $0.025 per share. In January of 2017, the Company entered into a subscription agreement to sell 40,000,000 shares of restricted common stock at a price $0.0005 share to an individual in exchange for proceeds of $20,000. The Company also agreed that the purchaser will be entitled to receive warrants to purchase 40,000,000 shares of the Company’s restricted common stock. The warrants are exercisable at a price of 0.004 per share for a period of one year from January 31, 2017. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: For the Three For the Three 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 March 31, 2017 and December 31, 2016, the Company’s only significant deferred income tax asset was an estimated net tax operating loss of $12,600,000 and $12,300,000 respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of March 31, 2017 and December 31, 2016. The Company is preparing and reviewing information for tax returns for past years. Due to the Company’s lack of revenue since inception, management does not anticipate that there is any income tax liability for past years. Management has evaluated tax positions in accordance with ASC 740 and has not identified any tax positions, other than those discussed above, that require disclosure. |
Lease Obligation
Lease Obligation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 7 - LEASE OBLIGATION The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The lease expires on June 30, 2017, and calls for base monthly rent of $1,251. 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 Company pays $1,300 per month to lease the operations house. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 8 - 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 ASC 470. Convertible Notes Payable The following table reflects the convertible notes payable at March 31, 2017: Issue Date: Maturity Date 2017 Interest Rate Conversion Rate Convertible notes payable: July 19, 2016 July 19, 2017 4,000 6.00% 0.0015 August 31, 2016 August 31, 2017 25,750 6.00% 0.0010 March 10, 2016 September 10, 2017 15,000 6.00% 0.0010 March 10, 2016 September 10, 2017 10,000 6.00% 0.0010 March 14, 2016 September 14, 2017 15,000 6.00% 0.0015 Unamortized discounts (48,352) Balance 21,398 Convertible notes payable - related party: February 24, 2017 August 24, 2017 25,000 6.00% 0.0075 Unamortized discounts (18,750) Balance 6,250 Convertible notes payable, in default: 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 12, 2011 40,000 6.00% 0.0050 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 October 04, 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% 0.0030 September 18, 2015 March 18, 2016 25,000 6.00% 0.0020 April 04, 2016 October 4, 2016 10,000 6.00% 0.0010 August 24, 2016 February 24, 2017 20,000 6.00% 0.0010 Balance 441,300 Convertible notes payable - related parties, in default: January 09, 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 January 19, 2013 July 30, 2013 15,000 6.00% 0.0040 July 26, 2013 January 26, 2014 10,000 6.00% 0.0100 January 01, 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% 0.0020 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 July 12, 2016 January 12, 2017 5,000 6.00% 0.0006 January 26, 2017 March 12, 2017 5,000 6.00% Balance 206,500 Balance, convertible notes payable 675,448 Notes Payable The following table reflects the notes payable at March 31, 2017: Issue Date: Maturity Date 2017 Interest Rate Notes payable, in default: April 27, 2011 April 27, 2012 5,000 6.00% June 23, 2011 August 23, 2011 25,000 6.00% Balance 30,000 Notes payable - related parties, in default: February 24, 2010 February 24, 2011 7,500 6.00% October 6, 2015 November 15, 2015 10,000 6.00% Balance 17,500 Balance, notes payable 47,500 New Convertible Notes Payable and Notes Payable During the three month period ended March 31, 2017 the Company entered into the following Convertible Notes Payable and Notes Payable Agreements: In January of 2017, 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 principal and accrued interest was due on or before March 12, 2017. The Company agreed to pay the related party lender a loan origination fee of 1,000,000 shares of its restricted common stock. 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. At March 31, 2017 the loan was in default due to non-payment of principal and interest. In February of 2017, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before August 14, 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 $0.00075 per share. The related party lender received 33,333,333 warrants to purchase shares of the Company’s common stock at a price of $0.005. In March of 2017, the Company entered into a convertible promissory note agreement in the amount of $15,000 with a corporation. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before September 10, 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 $0.001 per share. The lender received 15,000,000 warrants to purchase shares of the Company’s common stock at a price of $0.025. In March of 2017, the Company entered into a convertible promissory note agreement in the amount of $10,000 with a corporation. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before September 10, 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 $0.001 per share. The lender received 10,000,000 warrants to purchase shares of the Company’s common stock at a price of $0.025. In March of 2017, the Company entered into a convertible promissory note agreement in the amount of $15,000 with a corporation. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before September 14, 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 $0.0015 per share. Note Conversion A lender who had a convertible promissory note outstanding with a remaining principal balance of $24,402 elected to convert the principal balance of the note plus accrued interest and late fees of $2,242 into 36,205,587 shares of the Company’s common stock. The remaining principal balance of this note was $0 at March 31, 2017. 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 March 31, 2017 the Company had two loans outstanding to its CEO totaling $17,483, consisting of a loan in the amount of $15,983 with a 6% annual rate of interest and a loan in the amount of $1,200 at 6% rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.002. |
Material Agreements
Material Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS | NOTE 9 – MATERIAL AGREEMENTS Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of 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 2017, the Company entered into a subscription agreement to sell 17,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $75,000. The Company also agreed that the purchaser will be entitled to receive $500,000 of treasure of their choice after both the Company has recovered a minimum of $1,200,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $500,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,200,000 worth of treasure. The value of the treasure will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. In January of 2017, 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 principal and accrued interest was due on or before March 12, 2017. The Company agreed to pay the related party lender a loan origination fee of 1,000,000 shares of its restricted common stock. 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. At March 31, 2017 the loan was in default due to non-payment of principal and interest. In January of 2017, the Company entered into a subscription agreement to sell 40,000,000 shares of restricted common stock at a price $0.0005 share to an individual in exchange for proceeds of $20,000. The Company also agreed that the purchaser will be entitled to receive warrants to purchase 40,000,000 shares of the Company’s restricted common stock. The warrants are exercisable at a price of 0.004 per share for a period of one year from January 31, 2017. In January of 2017, the Company amended agreement with an individual who had previously joined the Company’s advisory council in 2016. Under the amended advisory council agreement the Company agreed to pay the advisor an additional 2,000,000 shares of restricted common stock for efforts above and beyond the services agreed to in the original advisory council agreement, in particular advice and expertise pertaining to a certain technology that the Company desired to utilize in its exploration operations. The 2,000,000 were issued to the advisor during the three month period ended March 31, 2017. In February of 2017, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before August 14, 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 $0.00075 per share. The related party lender received 33,333,333 warrants to purchase shares of the Company’s common stock at a price of $0.005. In February of 2017, the Company entered into an agreement with a corporation under which the corporation agreed to provide consulting services utilizing a technology to assist the Company with shipwreck site and artifact location and identification. The consultant agrees to utilize the technology system at a designated shipwreck site to ascertain and/or verify the presence of valuable artifacts in a specific area. The Company agreed to pay the consultant 5% royalty with a cap of $1,500,000 for anything of value located at the site. The Company also agreed to pay the consultant a 20% royalty from the recovery of materials located and verified by the technology in the areas surrounding the designated site. The Company also paid the consultant of $30,000 for the utilization of the technology to provide the Company with specific data under a trial survey as to the approximate location of various items of value. In February of 2017, 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 February of 2017, the Company extended the term of a previous agreement with a second 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 February of 2017, 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 5,000,000 shares each to two of the advisors, 4,000,000 shares each to four of the advisors and 3,000,000 shares to one of the advisors, an aggregate total of 22,000,000 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 March of 2017, the Company entered into a Financing and Rights agreement with a limited liability company. Under the terms of the agreement the limited liability company agreed to provide financing for the Company for the exploration, recovery and all other related requirements necessary for the related permitted offshore underwater search and recovery for a site located off of Juno Beach, Florida and several additional sites that have been identified by a third party to Seafarer as being located off of the East Coast of Florida in areas that would be subject to Federal Admiralty claims should opportunities arise for the exploration and recovery of historic shipwrecks at these sites. The Company has agreed to enter into a separate agreement with the third party for the specific location of the potential additional shipwreck sites and as such the rights to these sites that the Company may receive due its agreement with the third party are included as a part of the Financing and Rights agreement. In exchange for the services and rights to be provided by the Company under its core business and such applicable rights under such judgments and permits, the limited liability company agreed to provide project capital for the Juno Site project in the amount of up to $800,000, within ninety days of the approval of the recovery permit necessary for such site. In return for such capital contribution, the Company agreed to pay to the limited liability company a portion of such division of artifacts, revenue. In the event that the limited liability company has contributed capital toward the enterprise in any amount and treasure and artifacts are found at any time in the future under the Company or any related party, then the limited liability company shall be entitled to a percentage of its share of such artifacts or revenue created from such site, so long as a minimum funding of $100,000 has been committed in the furtherance of the recovery effort. In its sole discretion, the limited liability company may, if it chooses to do so, contribute such necessary capital for the necessary actions to gain such permit for such recovery operations on such Juno Site. The limited liability company agreed to provide the funding in exchange for exclusive rights to portions of artifacts recovered from such site, or revenues created from such. The agreement further states that capital provided to the Company by the limited liability Company shall be sued exclusively for actions or operations on the Juno Site, unless another site is mutually agreed upon, for dive operations, surveys and scanning as necessary, boat and vessel expenses, compensation and site management expenses, fuel and other related costs to the Juno Site project. The limited liability company will have the right to withhold and approve funding if the funding is not required for recovery operations on the Juno Site. After a the State of Florida has taken its share of any artifacts and treasure per any future permits or agreements for the Juno Site, the limited liability Company will be entitled to receive 20% of the first $10,000,000 of artifacts/treasure recovered, 15% of the amount of any artifacts/treasure recovered with a value greater than $10,000,000 to $50,000,000, 10% of the amount of any artifacts/treasure recovered with a value greater than $50,000,000 for a period of three years, and 5% of the amount of any treasure/artifacts recovered with a value greater than $50,000,000 for five years. Additionally, the limited liability company has been made aware that Seafarer has had negotiations with a separate third party for the location of several additional shipwreck sites. The limited liability company will be given exclusive rights to any sites that the Company gains from the third party with the sites becoming a part of this agreement. Per the agreement the sites are unproven, never scanned and presumed to be unsearched and highly speculative as to whether there are any shipwrecks or shipwreck material on the sites however such sites are included in the Financing and Rights agreement. For any of the sites that Seafarer acquires the rights to from the third party, the limited liability Company will be entitled to receive 20% of the first $10,000,000 of artifacts/treasure recovered, 15% of the amount of any artifacts/treasure recovered with a value greater than $10,000,000 to $50,000,000, 10% of the amount of any artifacts/treasure recovered with a value greater than $50,000,000 for a period of three years, and 5% of the amount of any treasure/artifacts recovered with a value greater than $50,000,000 for five years. Seafarer and the limited liability company may also agree to revenue sharing from the sales of artifacts/treasure. If Seafarer has not previously contracted with any party as to media rights, then the Company and the limited liability company agreed that the limited liability company will be allowed to make or cause a media venture at its own expense. Each party will have portion of the revenues from such venture from whatever source. Such media rights are only applicable to the Juno Site and the potential third party site projects that are subject to the Financing and Rights agreement. 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. The consultant provides the services under the direction and supervision of the Company’s CEO. At March 31, 2017, the Company owed the related party limited liability company $3,000 for services rendered. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. At March 31, 2017, the Company owed the related party limited liability company $4,226 for transfer agency services rendered and fees. The Company has an agreement to pay an individual a monthly fee of $1,500 per month for archeological consulting services. The Company has a verbal 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 may be terminated by the Company or the consultant at any time. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 10 – LEGAL PROCEEDINGS On March 23, 2016 the Board of Directors signed a universal settlement agreement with the Plaintiffs in the litigation matters of Micah Eldred, et al., v. Seafarer Exploration, et al. Micah Eldred v. Seafarer Exploration Corp., et al., Hillsborough County, Florida Seafarer Exploration, et al. v. Micah Eldred, et al., The settlement called for both cases to be dismissed, with prejudice, and the Plaintiffs in case number 09-CA-30763 agreed to surrender and cancel all of their 32,300,000 shares of restricted common stock which were returned to the treasury of the Corporation. All such shares have been returned for cancellation. On March 23, 2016 Seafarer CEO signed the resolution to cancel the 32,300,000 shares and instructed the transfer agent ClearTrust LLC to cancel the shares and return them to treasury for the benefit of Seafarer thus reducing the number of outstanding shares by 32,300,000 shares. At the present time the dismissal has been filed and the case closed, with all shares cancelled. On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure cite at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer 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 the Defendant to exclude and prohibit internet postings. Such lawsuit was filed in the Circuit Court in Hillsborough County, Florida. Such suit is based upon internet postings on www.investorshub.com th motion, which motion is also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. On December 7, 2016, the Court held a hearing on the Defendant’s motion for sanctions, and essentially attempting to rehear the motion for contempt against the Defendant. The Court dismissed the Defendant’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 the Defendant’s motion for summary judgment. The Company has a pending motion for sanctions related to the Defendant’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 | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS During the three month period ended March 31, 2017: In January of 2017, 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 principal and accrued interest was due on or before March 12, 2017. The Company agreed to pay the related party lender a loan origination fee of 1,000,000 shares of its restricted common stock. 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. At March 31, 2017 the loan was in default due to non-payment of principal and interest. In February of 2017, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before August 14, 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 $0.00075 per share. The related party lender received 33,333,333 warrants to purchase shares of the Company’s common stock at a price of $0.005. In February of 2017, 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 February of 2017, 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 March of 2017, the Company repaid $4,000 to its CEO in order to repay a portion of the principal balance of a loan 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. The consultant provides the services under the direction and supervision of the Company’s CEO. At March 31, 2017, the Company owed the related party limited liability company $3,000 for services rendered. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. At March 31, 2017, the Company owed the related party limited liability company $4,226 for transfer agency services rendered and fees. At March 31, 2017 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 principal 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 previously a director of the corporation. The loan is not secured and pays interest at a rate of 6% per annum and the principal 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 principal 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 and a member of the Company’s Board of Directors 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 a person who is related to the Company’s CEO and a member of the Company’s Board of Directors. The loan is not secured and pays interest at a rate of 6% per annum and the principal 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 who is related to the Company’s CEO and a member of the Company’s Board of Directors 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 was due on or before January 12, 2017 and is not secured. The note is currently in default due to non-payment of principal and interest. A loan in the amount of $15,983 due to the Company’s CEO. The loan is not secured and pays interest at a 6% per annum. A loan in the amount of $1,200 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. A convertible loan dated January 26, 2017 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 March 12, 2017 and is not secured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated February 14, 2017 in the principal amount of $25,000 due to a person who is related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before August 14, 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 $0.00075 per share. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Subsequent to March 31, 2017: The Company sold 39,000,000 shares of restricted common stock for proceeds of $68,000, used for general working capital purposes and repayment of debt. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting Method | Accounting Method The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company 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 periods ended March 31, 2017 and 2016, the Company did not report any revenues. |
Earnings Per Share | Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at March 31, 2017 and 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. |
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 March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 32,420 Less accumulated depreciation (312,629 ) (304,133 ) $ 45,796 $ 54,292 Depreciation expense for each of the three month periods ended March 31, 2017 and 2016 amounted to $8,496. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the periods ended March 31, 2017 and 2016. |
Employee Stock Based Compensation | Employee Stock Based Compensation The FASB issued SFAS No.123 (revised 2004), Share-Based Payment |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services |
Use of Estimates | Use of Estimates The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. The classification of derivative instruments, including the determination of whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months from the balance sheet date. |
Convertible Notes Payable at Fair Value | Convertible Notes Payable at Fair Value The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4. This guidance allows an entity that initially recognizes a hybrid financial instrument that under paragraph 815-15-25-1 would be required to be separated into a host contract and a derivative instrument may irrevocably elect to initially and subsequently measure that hybrid financial instrument in its entirety at fair value (with changes in fair value recognized in earnings). The fair value election is also available when a previously recognized financial instrument subject to a re-measurement event and the separate recognition of an embedded derivative. The fair value election may be made instrument by instrument. For purposes of this paragraph, a re-measurement event (new basis event) is an event identified in generally accepted accounting principles, other than the recognition of an other-than-temporary impairment, that requires a financial instrument to be re-measured to its fair value at the time of the event but does not require that instrument to be reported at fair value on a continuous basis with the change in fair value recognized in earnings. Examples of re-measurement events are business combinations and significant modifications of debt as defined in Subtopic 470-50. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Property and Equipment and Depreciation | March 31, 2017 December 31, 2016 Diving vessel $ 326,005 $ 326,005 Equipment 32,420 32,420 Less accumulated depreciation (312,629 ) (304,133 ) $ 45,796 $ 54,292 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Components of loss per share | For the Three Months Ended March 31, 2017 For the Three Months Ended March 31, 2016 Net loss attributable to common stockholders $ (320,982 ) $ (201,980 ) Weighted average shares outstanding: Basic and diluted 2,262,309,103 1,345,436,472 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Capital Stock - Warrants and Op
Capital Stock - Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Warrants issued | Term Amount Exercise Price 01/31/17 to 01/31/18 40,000,000 $0.0040 02/14/17 to 08/14/18 33,333,333 $0.0050 09/10/17 to 09/10/19 15,000,000 $0.0250 09/10/17 to 09/10/19 10,000,000 $0.0250 Total warrants issued 98,333,333 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | For the Three For the Three Income tax at federal statutory rate (34.00 )% (34.00 )% State tax, net of federal effect (3.96 )% (3.96 )% 37.96 % 37.96 % Valuation allowance (37.96 )% (37.96 )% Effective rate 0.00 % 0.00 % |
Convertible Notes Payable and23
Convertible Notes Payable and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Issue Date: Maturity Date 2017 Interest Rate Conversion Rate Convertible notes payable: July 19, 2016 July 19, 2017 4,000 6.00% 0.0015 August 31, 2016 August 31, 2017 25,750 6.00% 0.0010 March 10, 2016 September 10, 2017 15,000 6.00% 0.0010 March 10, 2016 September 10, 2017 10,000 6.00% 0.0010 March 14, 2016 September 14, 2017 15,000 6.00% 0.0015 Unamortized discounts (48,352) Balance 21,398 Convertible notes payable - related party: February 24, 2017 August 24, 2017 25,000 6.00% 0.0075 Unamortized discounts (18,750) Balance 6,250 Convertible notes payable, in default: 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 12, 2011 40,000 6.00% 0.0050 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 October 04, 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% 0.0030 September 18, 2015 March 18, 2016 25,000 6.00% 0.0020 April 04, 2016 October 4, 2016 10,000 6.00% 0.0010 August 24, 2016 February 24, 2017 20,000 6.00% 0.0010 Balance 441,300 Convertible notes payable - related parties, in default: January 09, 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 January 19, 2013 July 30, 2013 15,000 6.00% 0.0040 July 26, 2013 January 26, 2014 10,000 6.00% 0.0100 January 01, 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% 0.0020 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 July 12, 2016 January 12, 2017 5,000 6.00% 0.0006 January 26, 2017 March 12, 2017 5,000 6.00% Balance 206,500 Balance, convertible notes payable 675,448 |
Notes Payable | Issue Date: Maturity Date 2017 Interest Rate Notes payable, in default: April 27, 2011 April 27, 2012 5,000 6.00% June 23, 2011 August 23, 2011 25,000 6.00% Balance 30,000 Notes payable - related parties, in default: February 24, 2010 February 24, 2011 7,500 6.00% October 6, 2015 November 15, 2015 10,000 6.00% Balance 17,500 Balance, notes payable 47,500 |
Significant Accounting Polici24
Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Property and Equipment, net | $ 45,796 | $ 54,292 | |
Less accumulated depreciation | $ (312,629) | (304,133) | |
Diving Vessel | |||
Property and Equipment, net | 326,005 | $ 326,005 | |
Equipment | |||
Property and Equipment, net | $ 32,420 | $ 32,420 |
Significant Account Policies (D
Significant Account Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Depreciation expense | $ 8,496 | $ 8,496 |
Loss Per Share - Components of
Loss Per Share - Components of loss per share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common stockholders | $ (320,982) | $ (201,980) |
Weighted average shares outstanding: | ||
Basic and diluted | 2,262,309,103 | 1,345,436,472 |
Loss per share: | ||
Basic and diluted | $ 0 | $ 0 |
Capital Stock - Warrants and 27
Capital Stock - Warrants and Options (Details) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Warrants issued | 98,333,333 | |
01/31/17 to 01/31/18 | ||
Warrants issued | 40,000,000 | |
Warrants, Exercise Price | $ 0.0040 | |
02/14/17 to 08/14/18 | ||
Warrants issued | 33,333,333 | |
Warrants, Exercise Price | $ 0.0050 | |
09/10/17 to 09/10/19 | ||
Warrants issued | 15,000,000 | |
Warrants, Exercise Price | $ 0.0250 | |
09/10/17 to 09/10/19 | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ 0.0250 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 10, 2014 | |
Common stock, shares authorized | 2,900,000,000 | 2,900,000,000 | |||
Common stock, par value | $ 0.0001 | ||||
Authorized preferred shares | 50,000,000 | 50,000,000 | |||
Warrants outstanding | $ 220,515,151 | ||||
Minimum | |||||
Exercise price | $ .001 | ||||
Maximum | |||||
Exercise price | $ .025 | ||||
Series A | |||||
Shares of common stock from the conversion of each share of preferred stock | 214,289 | ||||
Percent of any found artifacts found | 1.00% | ||||
Series B | |||||
Authorized preferred shares | 50,000,000 | ||||
Preferred shares created | 60 | ||||
Voting power total | 60.00% | ||||
Subscription Agreement 1 | |||||
Shares of restricted stock issued | 17,000,000 | ||||
Shares of restricted stock issued, value | $ 75,000 | ||||
Value of treasure receivable | 500,000 | ||||
Value of artifacts/treasure recovered | $ 1,200,000 | ||||
Agreement Terms | The purchaser will have the right to convert up to a maximum of $500,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,200,000 worth of treasure. The value of the treasure will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. | ||||
Subscription Agreement 2 | |||||
Shares of restricted stock issued | 40,000,000 | ||||
Shares of restricted stock issued, value | $ 20,000 | ||||
Agreement Terms | The Company also agreed that the purchaser will be entitled to receive warrants to purchase 40,000,000 shares of the Company’s restricted common stock. The warrants are exercisable at a price of 0.004 per share for a period of one year from January 31, 2017. |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | (34.00%) | (34.00%) |
State tax, net of federal effect | (3.96%) | (3.96%) |
Income taxes | 37.96% | 37.96% |
Valuation allowance | (37.96%) | (37.96%) |
Effective rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 12,600,000 | $ 12,300,000 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)ft² | |
Base monthly rent | $ 13,593 | $ 9,448 | |
Corporate Office | |||
Base monthly rent | $ 1,251 | ||
Office space, area | ft² | 823 | ||
Operations House | |||
Base monthly rent | $ 1,300 |
Convertible Notes Payable and32
Convertible Notes Payable and Notes Payable - Convertible Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Convertible notes payable | $ 21,398 |
Convertible notes payable, Interest rate | 0.00% |
Convertible notes payable, Unamortized discount | $ (48,352) |
Convertible notes payable, Total | 675,448 |
Convertible notes payable - related party | 6,250 |
Convertible notes payable - related parties, Unamortized discount | (18,750) |
Convertible notes payable, in default | 441,300 |
Convertible notes payable - related parties, in default, Total | $ 206,500 |
July 19, 2016 | |
Convertible notes payable, Maturity date | Jul. 19, 2017 |
Convertible notes payable | $ 4,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ 0.0015 |
August 31, 2016 | |
Convertible notes payable, Maturity date | Aug. 31, 2017 |
Convertible notes payable | $ 25,750 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0010 |
March 10, 2016 | |
Convertible notes payable, Maturity date | Sep. 10, 2017 |
Convertible notes payable | $ 15,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0010 |
March 10, 2016 #2 | |
Convertible notes payable, Maturity date | Sep. 10, 2017 |
Convertible notes payable | $ 10,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0010 |
March 14, 2016 | |
Convertible notes payable, Maturity date | Sep. 14, 2017 |
Convertible notes payable | $ 15,000 |
Convertible notes payable, Interest rate | 6.00% |
Convertible notes payable, Conversion rate | $ / shares | $ .0015 |
February 24, 2017 | |
Convertible notes payable - related party, Maturity date | Aug. 24, 2017 |
Convertible notes payable - related party | $ 25,000 |
Convertible notes payable - related parties, Interest rate | 6.00% |
Convertible notes payable - related parties, Conversion rate | $ / shares | $ .0075 |
August 28, 2009 | |
Convertible notes payable, in default, Maturity date | Nov. 1, 2009 |
Convertible notes payable, in default | $ 4,300 |
Convertible notes payable, in default, Interest rate | 10.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.015 |
April 7, 2010 | |
Convertible notes payable, in default, Maturity date | Nov. 7, 2010 |
Convertible notes payable, in default | $ 70,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .008 |
November 12, 2010 | |
Convertible notes payable, in default, Maturity date | Nov. 12, 2011 |
Convertible notes payable, in default | $ 40,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .005 |
October 31, 2012 | |
Convertible notes payable, in default, Maturity date | Apr. 30, 2013 |
Convertible notes payable, in default | $ 8,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .004 |
November 20, 2012 | |
Convertible notes payable, in default, Maturity date | May 20, 2013 |
Convertible notes payable, in default | $ 50,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .005 |
January 19, 2013 | |
Convertible notes payable, in default, Maturity date | Jul. 30, 2013 |
Convertible notes payable, in default | $ 5,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ 0.004 |
Convertible notes payable - related parties, in default, Maturity date | Jul. 30, 2013 |
Convertible notes payable - related parties, in default | $ 15,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ 0.0040 |
February 11, 2013 | |
Convertible notes payable, in default, Maturity date | Aug. 11, 2013 |
Convertible notes payable, in default | $ 9,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .006 |
September 25, 2013 | |
Convertible notes payable, in default, Maturity date | Mar. 25, 2014 |
Convertible notes payable, in default | $ 10,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .0125 |
October 04, 2013 | |
Convertible notes payable, in default, Maturity date | Apr. 4, 2014 |
Convertible notes payable, in default | $ 50,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .0125 |
October 30, 2013 | |
Convertible notes payable, in default, Maturity date | Oct. 30, 2014 |
Convertible notes payable, in default | $ 50,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .0125 |
May 15, 2014 | |
Convertible notes payable, in default, Maturity date | Nov. 15, 2014 |
Convertible notes payable, in default | $ 40,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .007 |
October 13, 2014 | |
Convertible notes payable, in default, Maturity date | Apr. 13, 2015 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .005 |
June 29, 2015 | |
Convertible notes payable, in default, Maturity date | Dec. 29, 2015 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .003 |
September 18, 2015 | |
Convertible notes payable, in default, Maturity date | Mar. 18, 2016 |
Convertible notes payable, in default | $ 25,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .002 |
April 04, 2016 | |
Convertible notes payable, in default, Maturity date | Oct. 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 | $ / shares | $ .001 |
August 24, 2016 | |
Convertible notes payable, in default, Maturity date | Feb. 24, 2017 |
Convertible notes payable, in default | $ 20,000 |
Convertible notes payable, in default, Interest rate | 6.00% |
Convertible notes payable, in default, Conversion rate | $ / shares | $ .001 |
January 09, 2009 | |
Convertible notes payable - related parties, in default | $ 10,000 |
Convertible notes payable - related parties, in default, Interest rate | 10.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ 0.015 |
January 25, 2010 | |
Convertible notes payable - related parties, in default | $ 6,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .005 |
January 18, 2012 | |
Convertible notes payable - related parties, in default | $ 50,000 |
Convertible notes payable - related parties, in default, Interest rate | 8.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .004 |
July 26, 2013 | |
Convertible notes payable - related parties, in default | $ 10,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .01 |
January 01, 2014 | |
Convertible notes payable - related parties, in default | $ 31,500 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .006 |
May 27, 2014 | |
Convertible notes payable - related parties, in default | $ 7,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .007 |
July 21, 2014 | |
Convertible notes payable - related parties, in default | $ 17,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .008 |
October 16, 2014 | |
Convertible notes payable - related parties, in default | $ 21,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .0045 |
July 14, 2015 | |
Convertible notes payable - related parties, in default | $ 9,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .003 |
January 12, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .002 |
May 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 | $ / shares | $ .0005 |
May 10, 2016 #2 | |
Convertible notes payable - related parties, in default | $ 5,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .0005 |
May 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 | $ / shares | $ .0005 |
July 12, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible notes payable - related parties, in default, Conversion rate | $ / shares | $ .0006 |
January 26, 2017 | |
Convertible notes payable - related parties, in default | $ 5,000 |
Convertible notes payable - related parties, in default, Interest rate | 6.00% |
Convertible Notes Payable and33
Convertible Notes Payable and Notes Payable - Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Notes Payable | $ 30,000 |
Notes payable, in default –related parties | 17,500 |
Notes payable, in default, Total | 30,000 |
Notes Payable, Total | 47,500 |
April 27, 2011 | |
Notes Payable | $ 5,000 |
Notes Payable, Interest Rate | 6.00% |
Notes Payable, Maturity Date | Apr. 27, 2012 |
June 23, 2011 | |
Notes Payable | $ 25,000 |
Notes Payable, Interest Rate | 6.00% |
Notes Payable, Maturity Date | Aug. 23, 2011 |
February 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% |
October 06, 2015 | |
Notes payable, in default –related parties, Maturity date | Nov. 12, 2015 |
Notes payable, in default –related parties | $ 10,000 |
Notes payable, in default –related parties, Interest rate | 6.00% |
Convertible Notes Payable and34
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 13, 2016 | Jul. 12, 2016 | Mar. 31, 2016 | Jan. 12, 2016 | Oct. 06, 2015 | |
Warrants issued | 98,333,333 | 98,333,333 | ||||||||
Convertible promissory note, remaining balance | $ 21,398 | $ 21,398 | $ 27,327 | |||||||
Common stock issued | 2,416,055,632 | 2,416,055,632 | 2,194,976,061 | |||||||
Loan outstanding to related party | $ 1,200 | $ 15,983 | $ 1,200 | $ 19,983 | ||||||
Loan payable, Interest rate | 0.00% | 0.00% | ||||||||
CEO, Second Loan | ||||||||||
Conversion price | $ .002 | |||||||||
Loan outstanding to related party | $ 12,000 | |||||||||
Loan payable, Interest rate | 6.00% | |||||||||
Chief Executive Officer | ||||||||||
Loan outstanding to related party | $ 15,983 | |||||||||
Loan payable, Interest rate | 6.00% | |||||||||
Convertible Promissory Note | ||||||||||
Total convertible notes issued | $ 15,000 | $ 25,000 | ||||||||
Interest on note payable | 6.00% | 6.00% | ||||||||
Conversion price | $ .001 | $ .00075 | $ .0005 | $ .001 | ||||||
Warrants issued | 15,000,000 | 33,333,333 | 15,000,000 | |||||||
Warrant price per share | $ .025 | $ .005 | $ .025 | |||||||
Convertible Promissory Note Agreement 2 | ||||||||||
Total convertible notes issued | $ 10,000 | |||||||||
Interest on note payable | 6.00% | |||||||||
Conversion price | $ .001 | $ .001 | ||||||||
Warrants issued | 10,000,000 | 10,000,000 | ||||||||
Warrant price per share | $ .025 | $ .025 | ||||||||
Convertible Promissory Note Agreement 3 | ||||||||||
Total convertible notes issued | $ 15,000 | |||||||||
Interest on note payable | 6.00% | |||||||||
Conversion price | $ .0015 | $ .0015 | ||||||||
Note Conversion | ||||||||||
Total convertible notes issued | $ 0 | |||||||||
Convertible promissory note, remaining balance | $ 24,402 | 24,402 | ||||||||
Accrued interest | $ 2,242 | $ 2,242 | ||||||||
Common stock issued | 36,205,587 | 36,205,587 | ||||||||
Convertible Promissory Note | ||||||||||
Total convertible notes issued | $ 5,000 | |||||||||
Interest on note payable | 6.00% | |||||||||
Loan origination fee, shares | 1,000,000 |
Material Agreements (Details Na
Material Agreements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Mar. 31, 2017 | |
Payment of restricted common stock to Director | 20,000,000 | 20,000,000 | ||
Payment per month to related party LLC | $ 3,000 | $ 3,000 | ||
Outstanding debt related to transfer agency services | 4,226 | |||
Ongoing agreement, payment per month for archeological consulting services | 1,500 | 1,500 | ||
Ongoing consulting agreement for business advisory services payment per month | 5,000 | $ 5,000 | ||
Subscription Agreement 1 | ||||
Shares of restricted stock issued | 17,000,000 | |||
Shares of restricted stock issued, value | $ 75,000 | |||
Value of treasure receivable | 500,000 | |||
Value of artifacts/treasure recovered | $ 1,200,000 | |||
Agreement Terms | The purchaser will have the right to convert up to a maximum of $500,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,200,000 worth of treasure. The value of the treasure will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts. | |||
Convertible Promissory Note | ||||
Agreement Terms | 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 $0.00075 per share. The related party lender received 33,333,333 warrants to purchase shares of the Company’s common stock at a price of $0.005. | The Company agreed to pay the related party lender a loan origination fee of 1,000,000 shares of its restricted common stock. 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. At March 31, 2017 the loan was in default due to non-payment of principal and interest. | ||
Promissory note, amount | $ 25,000 | $ 5,000 | ||
Promissory note, interest rate | 6.00% | 6.00% | ||
Subscription Agreement 2 | ||||
Shares of restricted stock issued | 40,000,000 | |||
Shares of restricted stock issued, value | $ 20,000 | |||
Agreement Terms | The Company also agreed that the purchaser will be entitled to receive warrants to purchase 40,000,000 shares of the Company’s restricted common stock. The warrants are exercisable at a price of 0.004 per share for a period of one year from January 31, 2017. | |||
Restricted common stock, price per share | $ .0005 | |||
Advisory Council | ||||
Shares of restricted stock issued | 22,000,000 | 2,000,000 | ||
Agreement Terms | 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 5,000,000 shares each to two of the advisors, 4,000,000 shares each to four of the advisors and 3,000,000 shares to one of the advisors, an aggregate total of 22,000,000 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. | |||
Consulting Agreement | ||||
Entitlement of artifact recovery | 5.00% | |||
Value of artifacts/treasure recovered | $ 1,500,000 | |||
Royalty on recovery of materials on designated site | 20.00% | |||
Utilization of technology expense | $ 30,000 | |||
Financing And Rights Agreement | ||||
Value of artifacts/treasure recovered | $ 800,000 | |||
Agreement Terms | After a the State of Florida has taken its share of any artifacts and treasure per any future permits or agreements for the Juno Site, the limited liability Company will be entitled to receive 20% of the first $10,000,000 of artifacts/treasure recovered, 15% of the amount of any artifacts/treasure recovered with a value greater than $10,000,000 to $50,000,000, 10% of the amount of any artifacts/treasure recovered with a value greater than $50,000,000 for a period of three years, and 5% of the amount of any treasure/artifacts recovered with a value greater than $50,000,000 for five years. Additionally, the limited liability company has been made aware that Seafarer has had negotiations with a separate third party for the location of several additional shipwreck sites. The limited liability company will be given exclusive rights to any sites that the Company gains from the third party with the sites becoming a part of this agreement. Per the agreement the sites are unproven, never scanned and presumed to be unsearched and highly speculative as to whether there are any shipwrecks or shipwreck material on the sites however such sites are included in the Financing and Rights agreement. For any of the sites that Seafarer acquires the rights to from the third party, the limited liability Company will be entitled to receive 20% of the first $10,000,000 of artifacts/treasure recovered, 15% of the amount of any artifacts/treasure recovered with a value greater than $10,000,000 to $50,000,000, 10% of the amount of any artifacts/treasure recovered with a value greater than $50,000,000 for a period of three years, and 5% of the amount of any treasure/artifacts recovered with a value greater than $50,000,000 for five years. Seafarer and the limited liability company may also agree to revenue sharing from the sales of artifacts/treasure. If Seafarer has not previously contracted with any party as to media rights, then the Company and the limited liability company agreed that the limited liability company will be allowed to make or cause a media venture at its own expense. Each party will have portion of the revenues from such venture from whatever source. Such media rights are only applicable to the Juno Site and the potential third party site projects that are subject to the Financing and Rights agreement. | |||
Commitment to further recovery | $ 100,000 | |||
Quest, LLC | ||||
Entitlement of artifact recovery | 60.00% | |||
Ownership | 50.00% |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) | 3 Months Ended |
Mar. 31, 2017shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Restricted common stock surrendered and cancelled | 32,300,000 |
Increase (decrease) in outstanding restricted shares | (32,300,000) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2017 | Feb. 28, 2017 | Feb. 14, 2017 | Jan. 31, 2017 | Jan. 26, 2017 | Jul. 13, 2016 | Jul. 12, 2016 | May 20, 2016 | May 10, 2016 | Mar. 31, 2016 | Jan. 12, 2016 | Oct. 06, 2015 | Jul. 14, 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 | |
Convertible note payable, amount | $ 25,000 | $ 5,000 | $ 5,000 | $ 2,400 | $ 5,000 | $ 5,000 | $ 5,000 | $ 10,000 | $ 9,000 | $ 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% | 6.00% | 6.00% | 8.00% | 6.00% | 6.00% | 10.00% | ||||
Convertible note payable, common stock price per share | $ .00075 | $ .0005 | $ .0005 | $ .005 | $ .0006 | $ 0.0005 | $ .0005 | $ .0020 | $ .0030 | $ 0.0045 | $ 0.008 | $ 0.007 | $ 0.006 | $ 0.01 | $ 0.004 | $ 0.004 | $ 0.005 | $ 0.015 | |||||
Loan origination fee | 1,000,000 | ||||||||||||||||||||||
Shares entitled to lender | 500,000 | ||||||||||||||||||||||
Payment of restricted common stock | 20,000,000 | ||||||||||||||||||||||
Payment per month to related party LLC | $ 3,000 | ||||||||||||||||||||||
Outstanding debt related to transfer agency services | $ 4,226 | ||||||||||||||||||||||
Loan outstanding to related party | $ 1,200 | $ 15,983 | $ 1,200 | $ 19,983 | |||||||||||||||||||
Loan payable, Interest rate | 0.00% | ||||||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||
Convertible note payable, amount | $ 25,000 | ||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | ||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .005 | ||||||||||||||||||||||
Option to convert common stock, rate per share | $ .00075 | ||||||||||||||||||||||
Shares entitled to lender | 20,000,000 | ||||||||||||||||||||||
Payment of restricted common stock | 20,000,000 | ||||||||||||||||||||||
Loan repaid | $ 4,000 | ||||||||||||||||||||||
Payment per month to related party LLC | $ 3,000 | ||||||||||||||||||||||
Loan outstanding to related party | $ 15,983 | ||||||||||||||||||||||
Loan payable, Interest rate | 6.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended |
May 15, 2017USD ($)shares | |
Subsequent Events Details Narrative | |
Restricted shares sold | shares | 39,000,000 |
Proceeds from sale of restricted common stock | $ | $ 68,000 |