Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 14, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | SEAFARER EXPLORATION CORP | ||
Entity Central Index Key | 1,106,213 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 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 Public Float | $ 3,885,758 | ||
Entity Common Stock, Shares Outstanding | 2,815,555,086 | ||
Amendment Description | The purpose of this amendment on form 10-K to Seafarer Exploration Corp's Annual Report for the period ended December 31, 2017, filed with the Securities and Exchange Commission on April 2, 2018 is solely to furnish Exhibit 101 to the Form 10-K in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 62,609 | $ 24,549 |
Prepaid expenses | 32,227 | 20,606 |
Deposits | 750 | 750 |
Total current assets | 95,586 | 45,905 |
Property and equipment, net | 20,308 | 54,292 |
Total Assets | 115,894 | 100,197 |
Current liabilities: | ||
Accounts payable and accrued expense | 279,288 | 332,106 |
Convertible notes payable, net of discounts of $35,844 and $22,423 | 144,156 | 27,327 |
Convertible notes payable, related parties, net of discounts of $-0- and $156 | 2,244 | |
Convertible notes payable, in default | 470,300 | 444,952 |
Convertible notes payable, in default - related parties | 234,500 | 196,500 |
Shareholder loan | 20,023 | 22,270 |
Notes payable, in default | 30,000 | 30,000 |
Notes payable, in default - related parties | 43,750 | 17,500 |
Total current liabilities | 1,222,017 | 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 December 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at December 31, 2017 and December 31, 2016 | ||
Common stock, $0.0001 par value 2,900,000,000 shares authorized; 2,7,84,317,155 and 2,194,976,061 shares issued and outstanding at December 31, 2017 and 2016 | 278,432 | 219,498 |
Additional paid-in capital | 12,293,080 | 11,485,588 |
Accumulated deficit | (13,677,635) | (12,677,788) |
Total stockholders' deficit | (1,106,123) | (972,702) |
Total liabilities and stockholders' deficit | 115,894 | 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 December 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at December 31, 2017 and December 31, 2016 | ||
Series B Preferred Stock | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2017 and December 31, 2016; Series B - 60 shares issued and outstanding at December 31, 2017 and December 31, 2016 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Discounts on convertible notes payable | $ 35,844 | $ 22,423 |
Discounts on convertible notes payable, related parties | $ 0 | $ 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 | 2,784,317,155 | 2,194,976,061 |
Common Stock, shares outstanding | 2,784,317,155 | 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 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred StockSeries A | Preferred StockSeries B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 1,332,102,348 | |||||
Beginning Balance, Value at Dec. 31, 2015 | $ 133,210 | $ 10,040,526 | $ (11,325,952) | $ (1,152,216) | ||
Stock issued for cash, Shares | 276,267,533 | |||||
Stock issued for cash, Value | $ 27,627 | 207,593 | 235,220 | |||
Common stock issued for services, Shares | 170,824,798 | |||||
Common stock issued for services, Value | $ 17,083 | 194,601 | 211,684 | |||
Stock issued for loan fees, Shares | 7,633,333 | |||||
Stock issued for loan fees, Value | $ 763 | 10,094 | 84,341 | |||
Stock issued upon conversion of notes payable and accrued interest, Shares | 382,348,049 | |||||
Stock issued upon conversion of notes payable and accrued interest, Value | $ 38,235 | 829,970 | 868,205 | |||
Additional shares issued under repricing agreements, Shares | 16,100,000 | |||||
Additional shares issued under repricing agreements, Value | $ 1,610 | (1,610) | ||||
To record the BCF and warrants associated with the issuance of new notes | 80,600 | 80,600 | ||||
Additional financing fees related to Westfield & Greentree | 73,484 | 73,484 | ||||
Stock issued for purchase of equipment, Shares | 25,000,000 | |||||
Stock issued for purchase of equipment, Amount | $ 2,500 | 22,500 | 25,000 | |||
Stock issued for settlement of notes payable, Shares | 17,000,000 | |||||
Stock issued for settlement of notes payable, Amount | $ 1,700 | 24,600 | 26,300 | |||
Common stock returned and cancelled in settlement of lawsuit, Shares | (32,300,000) | |||||
Common stock returned and cancelled in settlement of lawsuit, Amount | $ (3,230) | 3,230 | ||||
Net Loss | (1,351,836) | $ (1,351,836) | ||||
Preferred Stock Shares Outstanding | 7 | 60 | 67 | |||
Ending Balance, Shares at Dec. 31, 2016 | 2,194,976,061 | 2,194,976,061 | ||||
Ending Balance, Value at Dec. 31, 2016 | $ 219,498 | 11,485,588 | (12,677,788) | $ (972,702) | ||
Stock issued for cash, Shares | 371,588,889 | |||||
Stock issued for cash, Value | $ 37,159 | 356,381 | 393,540 | |||
Common stock issued for services, Shares | 143,950,008 | |||||
Common stock issued for services, Value | $ 14,395 | 224,395 | 238,790 | |||
Stock issued for loan fees, Value | 32,641 | 32,641 | ||||
Stock issued upon conversion of notes payable and accrued interest, Shares | 73,802,197 | |||||
Stock issued upon conversion of notes payable and accrued interest, Value | $ 7,380 | 159,091 | 166,471 | |||
Beneficial conversion rights in notes payable | 34,984 | 34,984 | ||||
Net Loss | $ (999,847) | |||||
Preferred Stock Shares Outstanding | 7 | 60 | 67 | |||
Ending Balance, Shares at Dec. 31, 2017 | 2,784,317,155 | 2,784,317,155 | ||||
Ending Balance, Value at Dec. 31, 2017 | $ 278,432 | $ 12,293,080 | $ (13,677,635) | $ (1,106,123) |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Consulting and contractor expenses | 404,072 | 397,468 |
Professional fees | 64,552 | 85,452 |
General and administrative expenses | 62,960 | 50,450 |
Depreciation expense | 33,984 | 33,984 |
Rent expense | 41,170 | 36,006 |
Surveying and site mapping | 15,660 | |
Vessel expense | 70,784 | 22,424 |
Travel expense | 40,002 | 49,152 |
Total operating expenses | 733,184 | 674,936 |
Loss from operations | (733,184) | (674,936) |
Other expense | ||
Loss extinguishment of debt | (2,638) | |
Interest expense, net | (264,025) | (676,900) |
Total other expense | (266,663) | (676,900) |
Net loss before income taxes | (99,847) | (1,351,836) |
Income taxes | ||
Net loss | $ (999,847) | $ (1,351,836) |
Net loss per share - basic and diluted | ||
Weighted average common shares outstanding - basic and diluted | 2,551,178,960 | 1,748,983,063 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||
Net loss | $ (999,847) | $ (1,351,836) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 33,984 | 33,984 |
Amortization of debt discount | 5,812 | 80,600 |
Loss (gain) on change in fair value of derivative | 476,154 | |
Common stock issued for services | 191,950 | 211,684 |
Common stock issued for financing fees | 2,900 | 84,341 |
Decrease (increase) in: | ||
Prepaid expenses | 87,569 | 7,951 |
Deposits | (434) | |
Increase in: | ||
Accounts payable and accrued expenses | 40,062 | 87,428 |
Net cash used in operating activities | (637,570) | (370,128) |
Cash flows from investing activities | ||
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 393,540 | 235,220 |
Proceeds from the issuance of convertible notes payable | 265,000 | 131,700 |
Proceeds from the issuance convertible notes payable, related parties | 28,000 | 23,400 |
Payment on convertible notes payable | (45,000) | |
Proceeds from loans from stockholders | 43,090 | 7,260 |
Payments on loans from stockholders | (9,000) | (8,500) |
Net cash provided by financing activities | 675,630 | 389,580 |
Net increase (decrease) in cash | 38,060 | 19,452 |
Cash - beginning of year | 24,549 | 5,097 |
Cash - end of year | 62,609 | 24,559 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
Noncash financing activities: | ||
Common stock issued for equipment | 25,000 | |
Convertible debt and accrued interest converted to common stock | $ 68,722 | $ 868,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from April 2, 2018. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any revenues for the foreseeable future. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2017 and 2016. Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates, as the inclusion of outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2017 and 2016. Components of loss per share for the respective years are as follows: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net loss attributable to common shareholders $ (999,847 ) $ (1,351,836 ) Weighted average shares outstanding: Basic and diluted 2,551,178,960 1,774,115,117 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. Property and Equipment and Depreciation Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31 2017 and 2016, respectively: 2017 2016 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 25,000 Less accumulated depreciation (338,117 ) (304,133 ) $ 20,308 $ 54,292 Depreciation expense was $33,984 for each of the years ended December 31, 2017 and 2016. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. ASC 360-10 provides guidance on accounting for property, plant, and equipment, and the related accumulated depreciation on those assets. ASC 360-10 also includes guidance on the impairment or disposal of long-lived assets. ASC 360-10 notes that long-lived tangible assets include land and land improvements, buildings, machinery and equipment, and furniture and fixtures. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2017 and 2016, respectively. Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. Revenue Recognition The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the years ended December 31, 2017 and 2016, the Company did not report any revenues. Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships. ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entity’s own stock and (2) considered to be settled in the reporting entity’s own stock. Such a determination will dictate whether an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2017, all of the Company’s convertible notes payable were classified as conventional instruments. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses, indexed debt. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK At December 31, 2017 the Company’s total authorized capital stock consists of 2,900,000,000 shares of common stock, $0.0001 par value per share. Preferred Stock The Company is authorized to sell or issue 50,000,000 shares of preferred stock. Series A Preferred Stock At December 31, 2017 and 2016, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. Series B Preferred Stock On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation. Warrants and Options At December 31, 2017 the Company had warrants to purchase a total of 145,333,333 shares of its restricted common stock outstanding: Term Amount Exercise Price 11/20/12 to 11/20/22 4,000,000 $ 0.0050 09/18/15 to 09/18/20 4,000,000 $ 0.0030 04/04/16 to 04/04/18 10,000,000 $ 0.0020 07/12/16 to 01/12/18 4,000,000 $ 0.0020 08/31/16 to 08/31/18 25,000,000 $ 0.0010 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 145,333,333 Warrants Issued During the Year Ended December 31, 2016 During the year ended December 31, 2016 the Company issued a total of 97,681,818 warrants to purchase shares of restricted common stock at prices ranging from $0.002 to $0.005, 44,681,818 warrants were issued under equity subscription agreements and 54,000,000 under convertible promissory notes. The warrants issued under convertible promissory note agreements were valued using the Black-Scholes model with the following asumptions. .. Year ended December 31, 2016 Expected life in years 1 to 6 years Stock price Volatility 229.73 % Risk free interest rates .69 to .80 % Expected dividends — Forfeiture rate — Warrants Issued During the Year Ended December 31, 2017 During the year ended December 31, 2016 the Company issued a total of 98,333,333 warrants to purchase shares of restricted common stock at prices ranging from $0.004 to $0.025, 40,00,000 warrants were issued under equity subscription agreements and 58,333,333 under convertible promissory notes. The warrants issued under convertible promissory note agreements were valued using the Black-Scholes model with the following assumptions… Year ended December 31, 2017 Expected life in years 1 to 5 years Stock price Volatility 205.80 % Risk free interest rates 1.36 % Expected dividends — Forfeiture rate — The following table summarizes common stock warrants activity: Weighted Average Warrants Exercise Price December 31, 2015 49,412,500 0.006 Granted 98,618,818 0.002 Exercised — Forfeited (21,399,500 ) 0.006 Outstanding, December 31, 2016 126,631,818 Granted 98,333,333 0.01 Exercised — Forfeited (79,631,818 ) 0.003 Outstanding, December 31, 2017 145,333,333 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 - INCOME TAXES At December 31, 2017 and 2016, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $13,300,000 and $12,300,000 for Federal purposes. The Federal carry forwards begin to expire in 2033. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. The Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2017 and 2016, the Company did not have a liability for unrecognized tax benefits. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2017 and 2016, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2011 through 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is currently in the process of filing tax returns for past years, due to the Company’s lack of revenue since inception management does not believe that there is any income tax liability for past years. There are currently no open federal or state tax years under audit. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Income tax at federal statutory rate (34.00 %) (34.00 %) State tax, net of federal effect (3.96 %) (3.96 %) 37.96 % 37.96 % Valuation allowance (37.96 ) (37.96 %) Effective rate 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2017 and 2016, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of approximately $13,300,000 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 December 31, 2017 and 2016. |
Lease Obligation
Lease Obligation | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 6 – LEASE OBLIGATION Corporate Office The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement commencing on July 20, 2017 through June 30, 2020 with base monthly rents of $1,252 from July 1, 2017 to June 30, 2018, $1,289 from July 1, 2018 to June 30, 2019, and $1,328 from July 1, 2019 to June 30, 2020. Under the terms of the lease there may be additional fees charged above the base monthly rental fee. As of December 31, 2017, future minimum rental payments required under this non-cancelable operating lease total $15,246 for the year ending December 31, 2018, $15,703 for the year ending December 31, 2019, and $7,967 for the year ending December 31, 2020. Operations House The Company has an operating lease for a house located in Palm Bay, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers, personnel, consultants and independent contractors involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2015 and expired on October 31, 2016. The Company pays $1,300 per month to lease the operations house. The term of the lease expired in October 2016, the Company is leasing the operations house on a month-to-month basis and anticipates continuing to lease the house for the foreseeable future. |
Convertible Notes Payable and N
Convertible Notes Payable and Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under paragraph 4 of EITF 00-19, which was superseded by ASC 815, and EITF 05-02, which was superseded by ASC 470. Convertible Notes Payable The following table reflects the convertible notes payable as of December 31, 2017 and 2016, Issue Date: Maturity Date 2017 2016 Interest Rate Convertible notes payable, in default: August 28, 2009 November 1, 2009 $ 4,300 $ 4,300 10.00 % April 7, 2010 November 7, 2010 70,000 70,000 6.00 % November 12, 2010 November 12, 2011 40,000 40,000 6.00 % October 31, 2012 April 30, 2013 8,000 8,000 6.00 % November 20, 2012 May 20, 2013 50,000 50,000 6.00 % January 19, 2013 July 30, 2013 5,000 5,000 6.00 % February 11, 2013 August 11, 2013 9,000 9,000 6.00 % September 25, 2013 March 25, 2014 10,000 10,000 6.00 % October 04, 2013 April 4, 2014 50,000 50,000 6.00 % October 30, 2013 October 30, 2014 50,000 50,000 6.00 % May 15, 2014 November 15, 2014 40,000 40,000 6.00 % October 13, 2014 April 13, 2015 25,000 25,000 6.00 % April 4, 2015 April 20, 2016 — 23,652 6.00 % June 29, 2015 December 29, 2015 25,000 25,000 6.00 % September 18, 2015 March 18, 2016 25,000 25,000 6.00 % April 04, 2016 October 4, 2016 10,000 10,000 6.00 % July 19, 2016 July 19, 2017 4,000 — 6.00 % August 24, 2016 February 24, 2017 20,000 — 6.00 % March 10, 2017 September 10, 2017 10,000 — 6.00 % March 14, 2017 September 14, 2017 15,000 — 6.00 % Balance $ 470,300 $ 444,952 Convertible notes payable - related parties, in default: January 09, 2009 January 9, 2010 $ 10,000 $ 10,000 10.00 % January 25, 2010 January 25, 2011 6,000 6,000 6.00 % January 18, 2012 July 18, 2012 50,000 50,000 8.00 % January 19, 2013 July 30, 2013 15,000 15,000 6.00 % July 26, 2013 January 26, 2014 10,000 10,000 6.00 % January 01, 2014 July 17, 2014 31,500 31,500 6.00 % May 27, 2014 November 27, 2014 7,000 7,000 6.00 % July 21, 2014 January 25, 2015 17,000 17,000 6.00 % October 16, 2014 April 16, 2015 21,000 21,000 6.00 % July 14, 2015 January 14, 2016 9,000 9,000 6.00 % January 12, 2016 July 12, 2016 5,000 5,000 6.00 % May 10, 2016 November 10, 2016 5,000 5,000 6.00 % May 10, 2016 November 10, 2016 5,000 5,000 6.00 % May 20, 2016 November 20, 2016 5,000 5,000 6.00 % July 12, 2016 January 12, 2017 5,000 — 6.00 % January 26, 2017 March 12, 2017 5,000 — 6.00 % February 24, 2017 August 24, 2017 25,000 — 6.00 % August 16, 2017 September 16, 2017 3,000 — 6.00 % Balance $ 234,500 $ 196,500 Balance, convertible notes payable $ 704,800 $ 641,452 Notes Payable The following table reflects the notes payable as of December 31, 2017 and 2016 : Issue Date: Maturity Date 2017 2016 Interest Rate Convertible notes payable: November 29, 2017 November 29, 2019 $ 105,000 $ — 2.06 % December 14, 2017 December 14, 2018 75,000 — 6.00 % Unamortized discount (35,844 ) — Balance $ 144,156 $ — Notes payable, in default: April 27, 2011 April 27, 2012 $ 5,000 $ 5,000 6.00 % June 23, 2011 August 23, 2011 25,000 25,000 6.00 % Balance $ 30,000 $ 30,000 Notes payable - related parties, in default: February 24, 2010 February 24, 2011 $ 7,500 $ 7,500 6.00 % October 6, 2015 November 15, 2015 10,000 10,000 6.00 % November 2, 2017 December 2, 2017 26,250 — 6.00 % Balance $ 43,750 $ 17,500 Issue Date Maturity Date December 31, 2016 Interest Rate Convertible notes payable: July 19, 2016 July 19, 2017 $ 4,000 6.00 % August 24, 2016 February 24, 2017 20,000 6.00 % August 31, 2016 August 31, 2017 25,750 6.00 % Unamortized discount (22,423 ) Balance $ 27,327 Convertible notes payable – related parties July 12, 2016 January 12,2017 $ 2,400 6.00 % Unamortized discount (156 ) $ 2,244 Notes Payable and Convertible Notes Payable Between January 1, 2017 and December 31, 2017, the Company issued notes payable and convertible notes payable totaling $331,923. The notes include interest at 6%. The principal amount of the notes and interest is payable on the maturity date. The notes and accrued interest are convertible into common stock at fixed conversion prices. The conversion prices and maturity dates of these notes are detailed in the table in the preceding page. The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815 and other applicable guidance. The conversion feature of four of the notes met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature. The following tables reflect the aggregate allocation as of December 31: 2017 2016 Face value of convertible notes payable $ 180,000 $ 49,750 Beneficial conversion feature (35,844 ) (22,423 ) Carrying value $ 144,156 $ 27,327 The discounts on the convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the term of the debt agreement. For the twelve months ended December 31, 2017 and 2016, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $80,600 and $80,600, respectively. At December 31, 2017 and 2016, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $220,732 and $154,790, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets. New Convertible Notes Payable and Notes Payable During the year ended December 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 unsecured 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 December 31, 2017, the loan was in default due to non-payment of principal and interest. The Company recorded a debt discount of $5,000. 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 was due on or before August 14, 2017. The note is unsecured 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 recorded a debt discount of $25,000. 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 was due on or before September 10, 2017. The note is unsecured 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. The Company recorded a debt discount of $15,000. 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 was due on or before September 10, 2017. The note is unsecured 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. The Company recorded a debt discount of $10,000. 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 was due on or before September 14, 2017. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0015 per share. The Company recorded a debt discount of $15,000. In August of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before August 16, 2017. The related party lender received 250,000 shares of the Company’s restricted common stock as a loan origination fee. The principal balance of the note of $2,500 plus $9 of accrued interest was repaid and the remaining balance of the note at December 31, 2017 was $0. The Company recorded a debt discount of $300. In August of 2017, the Company entered into a promissory note agreement in the amount of $2,673. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August 31, 2017. The lender received 1,000,000 shares of the Company’s restricted common stock as a loan origination fee. The note is unsecured. The Company recorded a debt discount of $1,400. In August of 2017, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both a related party 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 were due on or before September 16, 2017. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share. In October of 2017, the Company entered into a promissory note agreement in the amount of $25,000. This loan is non-interest bearing and the principal was due on or before November 3, 2017. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee and a $1,250 financing fee. The principal balance of the note plus accrued interest was repaid prior to December 31, 2017. The Company recorded a debt discount of $4,000. In October of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before October 23, 2017. The related party lender received 200,000 shares of the Company’s restricted common stock as a loan origination fee. The principal balance of the note of $2,500 plus $23 of accrued interest was repaid and the remaining balance of the note at December 3`, 2017 was $0. The Company recorded a debt discount of $240. In October of 2017, the Company entered into a promissory note agreement in the amount of $20,000. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before November 3, 2017. The lender received a loan origination fee of $1,000. The principal balance of the note plus accrued interest was repaid prior to December 31, 2017. In November of 2017, the Company entered into a promissory note agreement in the amount of $26,250 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before December 2, 2017. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. At December 31, 2017 the loan was in default due to non-payment of principal and interest. The Company recorded a debt discount of $2,200. In November of 2017, the Company entered into a participating promissory note agreement in the amount of $105,000 with a limited liability company. This loan pays interest at a rate of 2.06% per annum and the principal and accrued interest are due on or before November 29, 2019. The lender received 25,000,000 shares of the Company’s restricted common stock as a loan origination fee. The lender is also entitled to receive a total of $840,000 worth of treasure or artifacts located by Seafarer at any of Seafarer’s shipwreck sites after the State of Florida and/or other permitting agencies have received their share and after any other parties who have previously entered into any agreement to receive treasure or artifacts prior to the execution of the promissory note. The Company recorded a debt discount of $32,500. In December of 2017, the Company entered into a promissory note agreement in the amount of $75,000. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before December 14, 2018. The lender received 5,000,000 shares of the Company’s restricted common stock as a loan origination fee. The lender is also entitled to receive a total of $450,000 worth of treasure located by Seafarer at any of Seafarer’s shipwreck sites after the State of Florida and/or other permitting agencies have received their share and after any other parties who have previously entered into any agreement to receive treasure or artifacts prior to the execution of the promissory note. The Company recorded a debt discount of $5,000. Note Conversions During the year ended December 31, 2017 the following notes were converted into shares of the Company’s common stock: 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 December 31, 2017. A lender who had a convertible promissory note outstanding with a remaining principal balance of $25,750 elected to convert the principal balance of the note plus accrued interest and late into 30,950,000 shares of the Company’s common stock. The remaining principal balance of this note was $0 at December 31, 2017. A lender who had a convertible promissory note outstanding with a remaining principal balance of $15,000 elected to convert the principal balance of the note plus accrued interest of $1,328 into 15,000,000 shares of the Company’s common stock. The remaining principal balance of this note was $0 December 31, 2017. Shareholder Loans At December 31, 2017 the Company had six loans outstanding to its CEO totaling $20,023, consisting of a loan in the amount of $11,983 with a 6% annual rate of interest, a loan in the amount of $1,500 at 6% rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.002, a loan in the amount of $2,600 at 1% rate of interest, a loan in the amount of $3,000 at 1% rate of interest, a loan in the amount of $500 at 1% rate of interest, and a loan in the amount of $400 at 1% rate of interest. 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. |
Material Agreements
Material Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS | NOTE 8 – MATERIAL AGREEMENTS Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. Exploration Permit with the Florida Division of Historical Resources for an Area off of Melbourne Beach, Florida On July 28, 2014, Seafarer’s Quest, LLC, received a 1A-31 Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Melbourne Beach, Florida. This Permit became inactive on July 28, 2017 and there is no guarantee that the permit will be renewed or expanded however the Company has been working with the Florida Division of Historical Resources on the renewal of the permit . 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. Federal Admiralty Judgement As previously noted on its form 8-K filed on November 22, 2017, Seafarer was granted, through the United States District Court for the Southern District of Florida, a final judgment for its federal admiralty claim on the Juno Beach shipwreck site. 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 any treasure recovered 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 December 31, 2017, the loan was in default due to non-payment of principal and interest. In January of 2017, the Company entered into a stock 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 an 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 shares were issued to the advisor during the year ended December 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 agreed 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. The Financing and Rights agreement contains certain conditions and contingencies that must be met prior to the Company receiving any financing. As of the filing date of this report the Company has not received any financing under the agreement and it is possible that the Company will never receive any financing under the terms of the agreement. 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. In April of 2017, the Company entered into a one-year consulting agreement with a limited liability company for exploration and diving services, maintaining vessels and equipment, and providing operational management services. The Company has agreed to issue 4,000,008 million shares valued at approximately $13,600 to the consultant for the services. The shares vest over a one year period. The Company also agreed to pay for the consultants' campground and electrical services while the consultant is performing services for the Company. In April of 2017, the Company entered into a consulting agreement with an individual. Under the terms of the consulting agreement the individual agreed to provide advice to the Company with regards to its diving operations, for the purpose of exploring shipwrecks and recovering artifacts and any other services that are reasonably requested by the Company. The Company agreed to issue the consultant 2,000,000 shares of its restricted common stock valued at approximately $7,200. In May of 2017, the Company entered into an agreement with an individual who possesses an archeological background to join the Company’s advisory council. Under the terms of the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of the Company’s restricted common stock valued at approximately $5,000. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year terms, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses. In May of 2017 the Company agreed to issue one of its legal advisors 7,500,000 shares of restricted common stock for the performance of legal and consulting services. In July of 2017, the Company entered into a consulting agreement with an individual. Under the terms of the consulting agreement the individual agreed to provide services to the Company with regards to motivational speeches to shareholders, officers, and independent contractors. The term of the agreement is open ended and the Company agreed to issue the consultant 1,000,000 shares of its restricted common stock valued at approximately $1,600. In July of 2017, the Company entered into a consulting agreement with an individual. Under the terms of the consulting agreement the individual agreed to provide web development services to the Company. The term of the agreement is for 45 days and the Company agreed to issue the consultant 2,000,000 shares of its restricted common stock valued at approximately $3,200. In August of 2017, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the terms of the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of the Company’s restricted common stock valued at approximately $3,800 upon execution of the agreement and an additional 2,000,000 shares of common stock 30 days after the execution of the agreement. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses. In August of 2017, the Company agreed to issue 500,000 shares of its restricted common stock valued at approximately $550 to an individual as compensation for damage done to the individual’s vessel by one of the Company’s vessels during a storm. In September of 2017, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the terms of the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 1,000,000 shares of the Company’s restricted common stock valued at approximately $1,800. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year terms, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses. In October of 2017, the Company entered into a consulting agreement with a consultant for business advisory services with regards corporate communications. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company. In October of 2017, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company. In October of 2017, the Company entered into a consulting agreement with a consultant for to provide general business advisory services. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company. In November of 2017, the Company entered into a promissory note agreement in the amount of $105,000 with a limited liability company. This loan pays interest at a rate of 2.06% per annum and the principal and accrued interest are due on or before November 29, 2019. The lender received 25,000,000 shares of the Company’s restricted common stock as a loan origination fee. The lender is also entitled to receive a total of $840,000 worth of treasure or artifacts located by Seafarer at any of Seafarer’s shipwreck sites after the State of Florida and/or other permitting agencies have received their share and after any other parties who have entered into any agreement to receive treasure or artifacts prior to the execution of the promissory note agreement with the lender was executed. In November of 2017, the Company entered into a consulting agreement with a limited liability company for business advisory services with regards to artifact valuation, strategies on how to best capitalize on the use of artifacts and treasure, advice and consultation on appropriate media, and general business strategies with regards to shipwrecks and treasure. Under the terms of the agreement the Company issued 5,000,000 million shares of its restricted common stock to the consultant for the services and the Company agreed to issue an issue 5,000,000 shares of its restricted common stock to the consultant. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company. In December of 2017, the Company entered into a consulting agreement with an individual for as an advisor and for introductions for public relations purposes to print and television media. Under the terms of the agreement the Company issued 2,500,000 million shares of its restricted common stock to the consultant for services and the Company agreed to pay the consultant $2,500. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services. In December of 2017, the Company entered into a promissory note agreement in the amount of $75,000. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before December 14, 2018. The lender received 5,000,000 shares of the Company’s restricted common stock as a loan origination fee. The lender is also entitled to receive a total of $450,000 worth of treasure located by Seafarer at any of Seafarer’s shipwreck sites after the State of Florida and/or other permitting agencies have received their share and after any other parties who have entered into any agreement to receive treasure or artifacts prior to the execution of the promissory note agreement with the lender was executed. The Company has a verbal agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $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 assist, when needed, as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. During the year ended December 31, 2017 the Company paid related party limited liability Company $46,000. The consultant provides the services under the direction and supervision of the Company’s CEO The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2017 the Company paid the related party transfer agency $8,561. The Company has an agreement to pay an individual a minimum monthly fee of $2,500 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 | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 9 – LEGAL PROCEEDINGS On March 23, 2016 the Board of Directors signed a universal settlement agreement with the Plaintiffs in the litigation matters of Micah Eldred, et al., v. Seafarer Exploration, et al. Micah Eldred v. Seafarer Exploration Corp., et al., Hillsborough County, Florida Seafarer Exploration, et al. v. Micah Eldred, et al., The settlement called for both cases to be dismissed, with prejudice, and the Plaintiffs in case number 09-CA-30763 agreed to surrender and cancel all of their 32,300,000 shares of restricted common stock which were returned to the treasury of the Corporation. All such shares have been returned for cancellation. On March 23, 2016 Seafarer CEO signed the resolution to cancel the 32,300,000 shares and instructed the transfer agent ClearTrust LLC to cancel the shares and return them to treasury for the benefit of Seafarer thus reducing the number of outstanding shares by 32,300,000 shares. At the present time the dismissal has been filed and the case closed, with all shares cancelled. On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure 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 in position to receive 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. Such arrest warrant was served by the United States Marshalls Office in Palm Beach, Florida on July 7, 2017. The United States District Court Judge ordered service on the claim on August 10, 2017. On November 14, 2017, Judge Kenneth Marra of the United States District Court awarded Seafarer all rights as the sole owner of the sunken vessel and any items on such site. 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 October 24, 2016. The Court dismissed the Defendant’s motion after presentation of the Defendant’s case at the hearing. The Plaintiff has set the matter for entry of the attorney’s fees amount due from the Defendant for hearing in December 2016. As well the Plaintiff has set for hearing its motion for sanctions in the form of attorney’s fees for frivolous filing of the October 24 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 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017 the Company has had extensive dealings with related parties including the following: 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 paid 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 December 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 was 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. At December 31, 2017 the loan was in default due to non-payment of principal and interest. 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. In April of 2017, the Company repaid $2,000 to its CEO in order to repay a portion of the principal balance of a loan the CEO had previously provided to the Company. In May of 2017, the Company repaid $2,000 to its CEO in order to repay a portion of the principal balance of a loan the CEO had previously provided to the Company. In July of 2017, the Company’s CEO provided a loan to the Company in the amount of $2,600. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 12, 2017. In July of 2017, the Company’s CEO provided a loan to the Company in the amount of $3,000. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 13, 2017. In August of 2017, the Company’s CEO provided a loan to the Company in the amount of $500. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017. In August of 2017, the Company’s CEO provided a loan to the Company in the amount of $400. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017. In August of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before August 16, 2017. The related party lender received 250,000 shares of the Company’s restricted common stock as a loan origination fee. The principal balance of the note of $2,500 plus $9 of accrued interest was repaid and the balance of the note at December 31, 2017 was $0. In August of 2017, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both a related to party 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 was due on or before September 16, 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 $0.0008 per share. At December 31, 2017 the loan was in default due to non-payment of principal and interest. In October of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before October 23,, 2017. The related party lender received 200,000 shares of the Company’s restricted common stock as a loan origination fee. The principal balance of the note of $2,500 plus $23 of accrued interest was repaid and the balance of the note at December 31, 2017 was $0. In November of 2017, the Company entered into a promissory note agreement in the amount of $26,250 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before December 2, 2017. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. At December 31, 2017 the loan was in default due to non-payment of principal and interest. The Company has a verbal agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $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 assist, when needed, as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. During the year ended December 31, 2017 the Company paid related party limited liability Company $46,000. The consultant provides the services under the direction and supervision of the Company’s CEO. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2017 the Company paid the related party transfer agency $8,561. At December 31, 2017 the following promissory notes and 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 unsecured. 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 unsecured. 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 unsecured. 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 unsecured. 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 unsecured. 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 unsecured 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 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 unsecured. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated May 10, 2016 due to a person related to the Company’s CEO with a face amount of $5,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0005 per share. The convertible note payable was due on or before November 10, 2016 and is unsecured. 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 unsecured. 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 unsecured. 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 unsecured. The note is currently in default due to non-payment of principal and interest. A loan in the amount of $11,983 due to the Company’s CEO. The loan is unsecured and pays interest at a 6% per annum. A loan in the amount of $1,500 due to the Company’s CEO. The loan is not secured and pays interest at a 2% per annum. After the loan has aged for six months from December 16, 2016 the lender has the right to convert the loan into shares of the Company’s restricted common shares at a rate of $0.005 per share. 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 unsecured. 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 were due on or before August 14, 2017. The note is unsecured 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 note is currently in default due to non-payment of principal and interest. A loan in the amount of $2,600 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 12, 2017. The loan is currently in default. A loan in the amount of $3,000 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 13, 2017. The loan is currently in default. A loan to the Company in the amount of $500 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017. The loan is currently in default. A loan to the Company in the amount of $400 due to the Company’s CEO. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017. The loan is currently in default. A convertible note payable dated August 16, 2017 in the principal amount of $3,000 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 were due on or before September 16, 2017. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.008 per share. The note is currently in default due to non-payment of principal and interest. A convertible note payable dated November 2, 2017 in the principal amount of $26,250 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before December 2, 2017. The note is unsecured. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. At December 31, 2017 the note was in default due to non-payment of principal and interest. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Per the Company’s form 8-K filed on March 19, 2018, on March 5, 2018 the Board of Directors, pursuant to Section 607.0704, Florida Statutes, with 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 2,900,000,000 common shares to 3,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on March 9, 2018. Subsequent to December 31, 2017the Company sold or issued shares of its common stock as follows ( unaudited): (i) sales of 12,500,000 shares of common stock for proceeds of $27,500, used for general working capital purposes; (ii) issuance of 5,250,000 shares of common stock for services valued in the aggregate amount of $5,250; (iii) issuance of 10,507,947 shares of common stock for conversion and satisfaction of debt in the amount of $15,762; and (iv) issuance of 8,000,000 shares of common stock for loan financing fees in the amount of $7,000. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2017 and 2016. |
Earnings Per Share | Earnings Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates, as the inclusion of outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2017 and 2016. Components of loss per share for the respective years are as follows: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net loss attributable to common shareholders $ (999,847 ) $ (1,351,836 ) Weighted average shares outstanding: Basic and diluted 2,551,178,960 1,774,115,117 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. |
Property and Equipment and Depreciation | Property and Equipment and Depreciation Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31, 2017 and 2016, respectively: 2017 2016 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 25,000 Less accumulated depreciation (338,117 ) (304,133 ) $ 20,308 $ 54,292 Depreciation expense was $33,984 for each of the years ended December 31, 2017 and 2016. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. ASC 360-10 provides guidance on accounting for property, plant, and equipment, and the related accumulated depreciation on those assets. ASC 360-10 also includes guidance on the impairment or disposal of long-lived assets. ASC 360-10 notes that long-lived tangible assets include land and land improvements, buildings, machinery and equipment, and furniture and fixtures. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2017 and 2016, respectively. |
Use of Estimates | Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
Revenue Recognition | Revenue Recognition The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the years ended December 31, 2017 and 2016, the Company did not report any revenues. |
Convertible Notes Payable | Convertible Notes Payable The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships. ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entity’s own stock and (2) considered to be settled in the reporting entity’s own stock. Such a determination will dictate whether an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2017, all of the Company’s convertible notes payable were classified as conventional instruments. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses, indexed debt. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Earnings Per Share | For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Net loss attributable to common shareholders $ (999,847 ) $ (1,351,836 ) Weighted average shares outstanding: Basic and diluted 2,551,178,960 1,774,115,117 Loss per share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Property and Equipment and Depreciation | 2017 2016 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnetometer 25,000 25,000 Less accumulated depreciation (338,117 ) (304,133 ) $ 20,308 $ 54,292 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Warrants and Options | Term Amount Exercise Price 11/20/12 to 11/20/22 4,000,000 $ 0.0050 09/18/15 to 09/18/20 4,000,000 $ 0.0030 04/04/16 to 04/04/18 10,000,000 $ 0.0020 07/12/16 to 01/12/18 4,000,000 $ 0.0020 08/31/16 to 08/31/18 25,000,000 $ 0.0010 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 145,333,333 | |
Warrants Issued | Year ended December 31, 2017 Expected life in years 1 to 5 years Stock price Volatility 205.80 % Risk free interest rates 1.36 % Expected dividends — Forfeiture rate — | Year ended December 31, 2016 Expected life in years 1 to 6 years Stock price Volatility 229.73 % Risk free interest rates .69% to .80 % Expected dividends — Forfeiture rate — |
Common stock warrant activity | Warrants Weighted Average Exercise Price December 31, 2015 49,412,500 0.006 Granted 98,618,818 0.002 Exercised — Forfeited (21,399,500 ) 0.006 Outstanding, December 31, 2016 126,631,818 Granted 98,333,333 0.01 Exercised — Forfeited (79,631,818 ) 0.003 Outstanding, December 31, 2017 145,333,333 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Income tax at federal statutory rate (34.00 %) (34.00 %) State tax, net of federal effect (3.96 %) (3.96 %) 37.96 % 37.96 % Valuation allowance (37.96 ) (37.96 %) Effective rate 0.00 % 0.00 % |
Convertible Notes Payable and22
Convertible Notes Payable and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable The following table reflects the convertible notes payable as of December 31, 2017 and 2016, Issue Date: Maturity Date 2017 2016 Interest Rate Convertible notes payable, in default: August 28, 2009 November 1, 2009 $ 4,300 $ 4,300 10.00 % April 7, 2010 November 7, 2010 70,000 70,000 6.00 % November 12, 2010 November 12, 2011 40,000 40,000 6.00 % October 31, 2012 April 30, 2013 8,000 8,000 6.00 % November 20, 2012 May 20, 2013 50,000 50,000 6.00 % January 19, 2013 July 30, 2013 5,000 5,000 6.00 % February 11, 2013 August 11, 2013 9,000 9,000 6.00 % September 25, 2013 March 25, 2014 10,000 10,000 6.00 % October 04, 2013 April 4, 2014 50,000 50,000 6.00 % October 30, 2013 October 30, 2014 50,000 50,000 6.00 % May 15, 2014 November 15, 2014 40,000 40,000 6.00 % October 13, 2014 April 13, 2015 25,000 25,000 6.00 % April 4, 2015 April 20, 2016 — 23,652 6.00 % June 29, 2015 December 29, 2015 25,000 25,000 6.00 % September 18, 2015 March 18, 2016 25,000 25,000 6.00 % April 04, 2016 October 4, 2016 10,000 10,000 6.00 % July 19, 2016 July 19, 2017 4,000 — 6.00 % August 24, 2016 February 24, 2017 20,000 — 6.00 % March 10, 2017 September 10, 2017 10,000 — 6.00 % March 14, 2017 September 14, 2017 15,000 — 6.00 % Balance $ 470,300 $ 444,952 Convertible notes payable - related parties, in default: January 09, 2009 January 9, 2010 $ 10,000 $ 10,000 10.00 % January 25, 2010 January 25, 2011 6,000 6,000 6.00 % January 18, 2012 July 18, 2012 50,000 50,000 8.00 % January 19, 2013 July 30, 2013 15,000 15,000 6.00 % July 26, 2013 January 26, 2014 10,000 10,000 6.00 % January 01, 2014 July 17, 2014 31,500 31,500 6.00 % May 27, 2014 November 27, 2014 7,000 7,000 6.00 % July 21, 2014 January 25, 2015 17,000 17,000 6.00 % October 16, 2014 April 16, 2015 21,000 21,000 6.00 % July 14, 2015 January 14, 2016 9,000 9,000 6.00 % January 12, 2016 July 12, 2016 5,000 5,000 6.00 % May 10, 2016 November 10, 2016 5,000 5,000 6.00 % May 10, 2016 November 10, 2016 5,000 5,000 6.00 % May 20, 2016 November 20, 2016 5,000 5,000 6.00 % July 12, 2016 January 12, 2017 5,000 — 6.00 % January 26, 2017 March 12, 2017 5,000 — 6.00 % February 24, 2017 August 24, 2017 25,000 — 6.00 % August 16, 2017 September 16, 2017 3,000 — 6.00 % Balance $ 234,500 $ 196,500 Balance, convertible notes payable $ 704,800 $ 641,452 |
Notes Payable | Notes Payable The following table reflects the notes payable as of December 31, 2017 and 2016 : Issue Date: Maturity Date 2017 2016 Interest Rate Notes payable, in default: April 27, 2011 April 27, 2012 $ 5,000 $ 5,000 6.00 % June 23, 2011 August 23, 2011 25,000 25,000 6.00 % Balance $ 30,000 $ 30,000 Notes payable - related parties, in default: February 24, 2010 February 24, 2011 $ 7,500 $ 7,500 6.00 % October 6, 2015 November 15, 2015 10,000 10,000 6.00 % November 2, 2017 December 2, 2017 26,250 — 6.00 % Balance $ 43,750 $ 17,500 |
Aggregate allocations of Notes Payable | 2017 2016 Face value of convertible notes payable $ 180,000 $ 49,750 Beneficial conversion feature (35,844 ) (22,423 ) Carrying value $ 144,156 $ 27,327 |
Significant Accounting Polici23
Significant Accounting Policies - Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common stockholders | $ (999,847) | $ (1,351,836) |
Weighted average shares outstanding: | ||
Basic and diluted | 2,551,178,960 | 1,774,115,117 |
Loss per share: | ||
Basic and diluted | $ 0 | $ 0 |
Significant Accounting Polici24
Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and Equipment, net | $ 20,308 | $ 54,292 |
Less accumulated depreciation | (338,117) | (304,133) |
Diving Vessel | ||
Property and Equipment, net | 326,005 | 326,005 |
Generator | ||
Property and Equipment, net | 7,420 | 7,420 |
Magnetometer | ||
Property and Equipment, net | $ 25,000 | $ 25,000 |
Significant Account Policies (D
Significant Account Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Depreciation expense | $ 33,984 | $ 33,984 |
Capital Stock - Warrants and Op
Capital Stock - Warrants and Options (Details) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
November 20, 2012 to November 20, 2022 | ||
Warrants issued | 4,000,000 | |
Warrants, Exercise Price | $ 0.0050 | |
September 18, 2015 to September 18, 2020 | ||
Warrants issued | 4,000,000 | |
Warrants, Exercise Price | $ 0.0030 | |
April 4, 2016 to April 4, 2018 | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ 0.0020 | |
July 12, 2016 to January 18, 2018 | ||
Warrants issued | 4,000,000 | |
Warrants, Exercise Price | $ 0.0020 | |
August 31, 2016 to August 31, 2018 | ||
Warrants issued | 25,000,000 | |
Warrants, Exercise Price | $ 0.0010 | |
January 31, 2017 to January 31, 2018 | ||
Warrants issued | 40,000,000 | |
Warrants, Exercise Price | $ 0.0040 | |
February 14, 2017 to August 14, 2018 | ||
Warrants issued | 33,333,333 | |
Warrants, Exercise Price | $ 0.0050 | |
September 10, 2017 to September 10, 2019 | ||
Warrants issued | 15,000,000 | |
Warrants, Exercise Price | $ 0.0250 | |
September 10, 2017 to September 10, 2019 (2) | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ 0.0250 |
Capital Stock - Warrants Issued
Capital Stock - Warrants Issued (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock price volatility | 205.80% | 229.73% |
Risk free interest rates | 1.36% | |
Expected dividends | ||
Forfeiture rate | ||
Minimum | ||
Expected life in years | 1 year | 1 year |
Risk free interest rates | 0.69% | |
Maximum | ||
Expected life in years | 5 years | 6 years |
Risk free interest rates | 0.80% |
Capital Stock - Common stock wa
Capital Stock - Common stock warrant activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Warrants Outstanding | 145,333,333 | 126,631,818 | 49,412,500 |
Warrants Outstanding, Exercise Price | $ 0.006 | ||
Granted | 98,333,333 | 98,681,818 | |
Granted, Exercise Price | $ 0.01 | $ .002 | |
Exercised | |||
Exercised, Exercise Price | |||
Forfeited | (79,631,818) | (21,399,500) | |
Forfeited, Exercise Price | $ 0.003 | $ 0.006 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 09, 2018 | Feb. 10, 2014 | |
Common stock, shares authorized | 2,900,000,000 | 2,900,000,000 | 3,900,000,000 | |
Common stock, par value | $ 0.0001 | |||
Authorized preferred shares | 50,000,000 | 50,000,000 | ||
Preferred stock, shares issued | 67 | 67 | ||
Preferred Stock, shares outstanding | 67 | 67 | ||
Warrants outstanding | $ 145,333,333 | |||
Granted | 98,333,333 | 98,681,818 | ||
Minimum | ||||
Exercise price | $ 0.004 | $ .002 | ||
Maximum | ||||
Exercise price | $ .025 | $ .005 | ||
Series A | ||||
Preferred stock, shares issued | 7 | 7 | ||
Preferred Stock, shares outstanding | 7 | 7 | ||
Convertible shares terms | Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock | |||
Series B Preferred Stock | ||||
Authorized preferred shares | 50,000,000 | |||
Preferred stock, shares issued | 60 | 60 | ||
Preferred Stock, shares outstanding | 60 | 60 | ||
Convertible shares terms | 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. | |||
Subscription Agreement | ||||
Granted | 40,000,000 | 44,681,818 | ||
Convertible Promissory Notes | ||||
Granted | 58,333,333 | 54,000,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 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 ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 13,300,000 | $ 12,300,000 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Base monthly rent | $ 41,170 | $ 36,006 | |||
Future minimum rental payments, 1 year | 15,246 | ||||
Future minimum rental payments, 2 year | 15,703 | ||||
Future minimum rental payments, 3 year | $ 7,967 | ||||
Corporate Office | |||||
Base monthly rent | $ 1,328 | $ 1,289 | $ 1,252 | ||
Office space, area | ft² | 823 | ||||
Operations House | |||||
Base monthly rent | $ 1,300 |
Convertible Notes Payable and33
Convertible Notes Payable and Notes Payable - Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible notes payable, in default | $ 470,300 | $ 444,952 |
Convertible notes payable - related parties, in default, Total | 234,500 | 196,500 |
Convertible notes payable | 704,800 | 641,452 |
Convertible notes payable, Current | 144,156 | 27,327 |
Unamortized discount | (35,844) | |
November 29, 2017 | ||
Convertible notes payable, Current | $ 105,000 | |
Convertible notes payble, Current; Maturity Date | Nov. 29, 2019 | |
Convertible notes payeble, Current; Interest rate | 2.06% | |
December 14, 2017 | ||
Convertible notes payable, Current | $ 75,000 | |
Convertible notes payble, Current; Maturity Date | Dec. 14, 2018 | |
Convertible notes payeble, Current; Interest rate | 6.00% | |
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% | |
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 | $ .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 | $ .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 | $ .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 | $ .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 | $ 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 | $ 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 | $ .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 | $ .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 | $ .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 | $ .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 | $ .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 | $ .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 | $ .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 | $ .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 | $ .001 | |
July 19, 2016 | ||
Convertible notes payable, in default, Maturity date | Dec. 29, 2015 | |
Convertible notes payable, in default | $ 4,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0015 | |
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 | $ .001 | |
March 10, 2016 #2 | ||
Convertible notes payable, in default, Maturity date | Sep. 10, 2017 | |
Convertible notes payable, in default | $ 10,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0010 | |
March 14, 2016 | ||
Convertible notes payable, in default, Maturity date | Sep. 14, 2017 | |
Convertible notes payable, in default | $ 15,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0015 | |
January 09, 2009 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 9, 2010 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 10.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.015 | |
January 25, 2010 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2011 | |
Convertible notes payable - related parties, in default | $ 6,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .005 | |
January 18, 2012 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 18, 2012 | |
Convertible notes payable - related parties, in default | $ 50,000 | |
Convertible notes payable - related parties, in default, Interest rate | 8.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .004 | |
July 26, 2013 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 26, 2014 | |
Convertible notes payable - related parties, in default | $ 10,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .01 | |
January 01, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 17, 2014 | |
Convertible notes payable - related parties, in default | $ 31,500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .006 | |
May 27, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 27, 2014 | |
Convertible notes payable - related parties, in default | $ 7,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .007 | |
July 21, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 25, 2015 | |
Convertible notes payable - related parties, in default | $ 17,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .008 | |
October 16, 2014 | ||
Convertible notes payable - related parties, in default, Maturity date | Apr. 16, 2015 | |
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 | $ .0045 | |
July 14, 2015 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 14, 2016 | |
Convertible notes payable - related parties, in default | $ 9,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .003 | |
January 12, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 12, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .002 | |
May 10, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 10, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .0005 | |
May 10, 2016 #2 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 10, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .0005 | |
May 20, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Nov. 20, 2016 | |
Convertible notes payable - related parties, in default | $ 5,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .0005 | |
July 12, 2016 | ||
Convertible notes payable - related parties, in default, Maturity date | Jan. 12, 2017 | |
Convertible notes payable - related parties, in default | $ 2,400 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .0006 | |
January 26, 2017 | ||
Convertible notes payable - related parties, in default, Maturity date | Mar. 12, 2017 | |
Convertible notes payable - related parties, in default | $ 5,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
February 24, 2017 | ||
Convertible notes payable - related parties, in default, Maturity date | Aug. 24, 2017 | |
Convertible notes payable - related parties, in default | $ 25,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0075 | |
August 16, 2017 | ||
Convertible notes payable - related parties, in default, Maturity date | Sep. 16, 2017 | |
Convertible notes payable - related parties, in default | $ 3,000 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0008 |
Convertible Notes Payable and34
Convertible Notes Payable and Notes Payable - Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes payable, in default | $ 30,000 | $ 30,000 |
Notes payable, in default –related parties | 43,750 | $ 17,500 |
Notes payable, in default, Total | 17,500 | |
Notes Payable, Total | 50,173 | |
April 27, 2011 | ||
Notes payable, in default | $ 5,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - Maturity date | Apr. 27, 2012 | |
June 23, 2011 | ||
Notes payable, in default | $ 25,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - 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. 15, 2015 | |
Notes payable, in default –related parties | $ 10,000 | |
Notes payable, in default –related parties, Interest rate | 6.00% | |
November 2, 2017 | ||
Notes payable, in default –related parties, Maturity date | Dec. 2, 2017 | |
Notes payable, in default –related parties | $ 26,250 | |
Notes payable, in default –related parties, Interest rate | 6.00% |
Convertible Notes Payable and35
Convertible Notes Payable and Notes Payable - Aggregate allocations of Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible Notes Payable And Notes Payable - Aggregate Allocations Of Notes Payable Details | ||
Face value of convertible notes payable | $ 180,000 | $ 49,750 |
Beneficial conversion feature | (35,844) | (22,423) |
Carrying value | $ 144,156 | $ 27,327 |
Convertible Notes Payable and36
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Aug. 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Aug. 16, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | |
Debt discount | $ 35,844 | $ 35,844 | $ 35,844 | |||||||||
Convertible promissory note, remaining balance | $ 704,800 | $ 704,800 | $ 704,800 | $ 641,452 | ||||||||
Common stock issued | 2,784,317,155 | 2,784,317,155 | 2,784,317,155 | 2,194,976,061 | ||||||||
CEO, First Loan | ||||||||||||
Loan outstanding to related party | $ 11,983 | |||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||
CEO, Second Loan | ||||||||||||
Conversion price | $ .002 | |||||||||||
Loan outstanding to related party | $ 1,500 | |||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||
CEO, Third Loan | ||||||||||||
Loan outstanding to related party | $ 2,600 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Fourth Loan | ||||||||||||
Loan outstanding to related party | $ 3,000 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Fifth Loan | ||||||||||||
Loan outstanding to related party | $ 500 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Six Loan | ||||||||||||
Loan outstanding to related party | $ 400 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
Chief Executive Officer | ||||||||||||
Loan outstanding to related party | $ 500 | $ 2,600 | $ 20,023 | |||||||||
Loan payable, Interest rate | 1.00% | 1.00% | ||||||||||
Convertible Promissory Note | ||||||||||||
Total convertible notes issued | $ 75,000 | $ 26,250 | $ 25,000 | $ 2,500 | $ 15,000 | $ 25,000 | ||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||
Loan origination fee, shares | 5,000,000 | 25,000,000 | 4,000,000 | |||||||||
Financing fee | $ 5,000 | $ 2,200 | $ 1,250 | |||||||||
Debt discount | 4,000 | |||||||||||
Conversion price | $ .001 | $ .00075 | $ .0005 | |||||||||
Warrants issued | 15,000,000 | 33,333,333 | 33,333,333 | 250,000 | ||||||||
Warrant price per share | $ 0.025 | $ .005 | $ .005 | |||||||||
Convertible promissory note, remaining balance | 0 | $ 0 | $ 0 | |||||||||
Accrued interest | $ 9 | |||||||||||
Common stock issued | 2,500 | |||||||||||
Convertible Promissory Note Agreement 2 | ||||||||||||
Total convertible notes issued | $ 105,000 | $ 2,500 | $ 2,673 | $ 10,000 | ||||||||
Interest on note payable | 2.06% | 6.00% | 6.00% | 6.00% | ||||||||
Loan origination fee, shares | 25,000,000 | 200,000 | ||||||||||
Financing fee | $ 32,500 | |||||||||||
Debt discount | $ 240 | |||||||||||
Conversion price | $ .001 | |||||||||||
Warrants issued | 1,000,000 | 10,000,000 | ||||||||||
Warrant price per share | $ 0.025 | |||||||||||
Accrued interest | 23 | |||||||||||
Convertible Promissory Note Agreement 3 | ||||||||||||
Total convertible notes issued | $ 20,000 | $ 3,000 | $ 15,000 | |||||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | |||||||||
Financing fee | $ 1,000 | |||||||||||
Warrant price per share | $ 0.0008 | $ .0015 | ||||||||||
Note Conversion | ||||||||||||
Total convertible notes issued | 0 | |||||||||||
Convertible promissory note, remaining balance | 24,402 | 24,402 | 24,402 | |||||||||
Accrued interest | $ 2,242 | $ 2,242 | $ 2,242 | |||||||||
Common stock issued | 36,205,587 | 36,205,587 | 36,205,587 | |||||||||
Note Conversion #2 | ||||||||||||
Total convertible notes issued | $ 0 | |||||||||||
Convertible promissory note, remaining balance | $ 25,750 | $ 25,750 | $ 25,750 | |||||||||
Common stock issued | 30,950,000 | 30,950,000 | 30,950,000 | |||||||||
Note Conversion #3 | ||||||||||||
Total convertible notes issued | $ 0 | |||||||||||
Convertible promissory note, remaining balance | $ 15,000 | 15,000 | $ 15,000 | |||||||||
Accrued interest | $ 1,328 | $ 1,328 | $ 1,328 | |||||||||
Common stock issued | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||
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 | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Apr. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 1,345 | |||||||||||||
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 | ||||||||||||
Common stock issued for services, shares | 5,250,000 | |||||||||||||
Common stock issued for services, value | $ 5,250 | $ 191,950 | $ 211,684 | |||||||||||
Convertible Promissory Note | ||||||||||||||
Promissory note, amount | $ 75,000 | $ 105,000 | ||||||||||||
Promissory note, interest rate | 6.00% | 2.06% | ||||||||||||
Loan origination fee, shares | 5,000,000 | 25,000,000 | 4,000,000 | |||||||||||
Convertible Promissory Note Agreement 2 | ||||||||||||||
Shares of restricted stock issued | 5,000,000 | |||||||||||||
Loan origination fee, shares | 25,000,000 | 200,000 | ||||||||||||
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% | ||||||||||||
Loan origination fee, shares | 1,000,000 | |||||||||||||
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 | 2,000,000 | 22,000,000 | 2,000,000 | |||||||||||
Shares of restricted stock issued, value | $ 3,800 | |||||||||||||
Agreement Terms | In consideration for the performance of the advisory services, the Company agreed to issue the advisor 1,000,000 shares of the Company’s restricted common stock valued at approximately $1,800. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year terms, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses. | In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of the Company’s restricted common stock valued at approximately $3,800 upon execution of the agreement and an additional 2,000,000 shares of common stock 30 days after the execution of the agreement. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses. | 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% | |||||||||||||
Shares of restricted stock issued | 2,500,000 | 1,000,000 | 1,000,000 | 2,000,000 | ||||||||||
Shares of restricted stock issued, value | $ 2,500 | $ 1,600 | $ 7,200 | |||||||||||
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 | |||||||||||||
One-year Consulting Agreement | ||||||||||||||
Common stock issued for services, shares | 4,000,008 | |||||||||||||
Common stock issued for services, value | $ 13,600 | |||||||||||||
Advisory Council #2 | ||||||||||||||
Shares of restricted stock issued | 2,000,000 | |||||||||||||
Shares of restricted stock issued, value | $ 5,000 | |||||||||||||
Agreement Terms | Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year terms, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. | |||||||||||||
Legal Advisors | ||||||||||||||
Shares of restricted stock issued | 7,500,000 | |||||||||||||
Web Development Consulting Agreement | ||||||||||||||
Shares of restricted stock issued | 2,000,000 | |||||||||||||
Shares of restricted stock issued, value | $ 3,200 | |||||||||||||
Vessel Damage Compensation | ||||||||||||||
Shares of restricted stock issued | 500,000 | |||||||||||||
Shares of restricted stock issued, value | $ 550 | |||||||||||||
Consulting Agreement #2 | ||||||||||||||
Shares of restricted stock issued | 1,000,000 | |||||||||||||
Consulting Agreement #3 | ||||||||||||||
Shares of restricted stock issued | 1,000,000 | |||||||||||||
Quest, LLC | ||||||||||||||
Entitlement of artifact recovery | 60.00% | |||||||||||||
Ownership | 50.00% |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) | 12 Months Ended |
Dec. 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 ($) | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2017 | Nov. 30, 2017 | Nov. 02, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Feb. 14, 2017 | Jan. 31, 2017 | Jan. 26, 2017 | Dec. 31, 2016 | Jul. 12, 2016 | May 20, 2016 | May 10, 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 | $ 26,250 | $ 25,000 | $ 5,000 | $ 5,000 | $ 2,400 | $ 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 | $ .0006 | $ 0.0005 | $ .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 | 2,000,000 | 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 | 1,345 | |||||||||||||||||||||||||||||
August 16, 2017 | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 3,000 | |||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .008 | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 5,000 | |||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ 0.0005 | |||||||||||||||||||||||||||||
Convertible Notes Payable #2 [Member] | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 5,000 | |||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .0005 | |||||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 1,500 | |||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 2.00% | |||||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .005 | |||||||||||||||||||||||||||||
Loan outstanding to related party | $ 11,983 | |||||||||||||||||||||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||||||||||||||||||||
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 | $ 2,000 | $ 2,000 | |||||||||||||||||||||||||||
Payment per month to related party LLC | $ 3,000 | |||||||||||||||||||||||||||||
Loan outstanding to related party | $ 500 | $ 2,600 | $ 20,023 | |||||||||||||||||||||||||||
Loan payable, Interest rate | 1.00% | 1.00% | ||||||||||||||||||||||||||||
CEO, Second Loan | ||||||||||||||||||||||||||||||
Loan outstanding to related party | $ 400 | $ 3,000 | ||||||||||||||||||||||||||||
Loan payable, Interest rate | 1.00% | 1.00% | ||||||||||||||||||||||||||||
Related Party | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 26,250 | $ 2,500 | ||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | ||||||||||||||||||||||||||||
Loan origination fee | 2,000,000 | 200,000 | ||||||||||||||||||||||||||||
Loan repaid | $ 2,523 | |||||||||||||||||||||||||||||
Promissory Note | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 0 | $ 2,500 | ||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||||||||
Loan origination fee | 250,000 | |||||||||||||||||||||||||||||
Promissory Note #2 | ||||||||||||||||||||||||||||||
Convertible note payable, amount | $ 3,000 | |||||||||||||||||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | |||||||||||||||||||||||||||||
Convertible note payable, common stock price per share | $ .0008 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 09, 2018 | |
Subsequent Events Details Narrative | ||||
Subsequent Events Description | Per the Company’s form 8-K filed on March 19, 2018, on March 5, 2018 the Board of Directors, pursuant to Section 607.0704, Florida Statutes, with 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 2,900,000,000 common shares to 3,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on March 9, 2018. Subsequent to December 31, 2017the Company sold or issued shares of its common stock as follows ( unaudited): (i) sales of 12,500,000 shares of common stock for proceeds of $27,500, used for general working capital purposes; (ii) issuance of 5,250,000 shares of common stock for services valued in the aggregate amount of $5,250; (iii) issuance of 10,507,947 shares of common stock for conversion and satisfaction of debt in the amount of $15,762; and (iv) issuance of 8,000,000 shares of common stock for loan financing fees in the amount of $7,000. | |||
Shares authorized | 2,900,000,000 | 2,900,000,000 | 3,900,000,000 | |
Common stock sold | 12,500,000 | |||
Common stock value | $ 27,500 | |||
Common stock issued for services | 5,250,000 | |||
Common stock issued for services, value | $ 5,250 | $ 191,950 | $ 211,684 | |
Conversion of common stock | 10,507,947 | |||
Value of common stock converted | $ 15,762 | |||
Common stock issued for financing fees | 8,000,000 | |||
Common stock issued for financing fees, value | $ 7,000 | $ 2,900 | $ 84,341 |