Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | SEAFARER EXPLORATION CORP | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2018 | ||
Trading Symbol | SFRX | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001106213 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 7,175,851 | ||
Entity Common Stock, Shares Outstanding | 3,942,094,084 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Description | <font style="font: normal 10pt Times New Roman, Times, Serif; text-transform: none; letter-spacing: normal; word-spacing: 0px">The purpose of this amendment on form 10-K to Seafarer Exploration Corp's Annual Report for the period ended December 31, 2018, filed with the Securities and Exchange Commission on April 16, 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.</font></p>" id="sjs-B22"><p style="font: 13.33px Arial, Helvetica, Sans-Serif; color: rgb(0, 0, 0)"><font style="font: normal 10pt Times New Roman, Times, Serif; text-transform: none; letter-spacing: normal; word-spacing: 0px">The purpose of this amendment on form 10-K to Seafarer Exploration Corp's Annual Report for the period ended December 31, 2018, filed with the Securities and Exchange Commission on April 16, 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.</font></p> | ||
Entity Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 62,609 | |
Prepaid expenses | 2,060 | 32,227 |
Deposits and other receivables | 750 | 750 |
Total current assets | 2,810 | 95,586 |
Property and equipment, net | 20,308 | |
Investment at cost | 78,000 | |
Total Assets | 80,810 | 115,894 |
Current liabilities: | ||
Overdraft | 2,919 | |
Accounts payable and accrued expense | 480,951 | 279,288 |
Convertible notes payable, net of discounts of $1,401 and $0 | 1,599 | |
Convertible notes payable, related parties, net of discounts of $7,588 and $-0- | 21,612 | |
Convertible notes payable, in default | 457,300 | 470,300 |
Convertible notes payable, in default - related parties | 341,000 | 234,500 |
Notes payable, net of discount of $14,943 and $35,844 | 90,057 | 144,156 |
Notes payable, in default | 152,500 | 30,000 |
Notes payable, in default - related parties | 18,500 | 43,750 |
Shareholder loan | 6,548 | 20,023 |
Total current liabilities | 1,572,986 | 1,222,017 |
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, 2018 and 2017; Series B - 60 shares issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.0001 par value 4,900,000,000 shares authorized; 3,518,152,964 and 2,784,317,155 shares issued and outstanding at December 31, 2018 and 2017 | 350,573 | 278,432 |
Common stock to be issued, $0.0001 par value, 23,192,857 shares outstanding at December 31, 2018 | 2,319 | |
Additional paid-in capital | 13,109,751 | 12,293,080 |
Accumulated deficit | (14,954,819) | (13,677,635) |
Total stockholders' deficit | (1,492,176) | (1,106,123) |
Total liabilities and stockholders' deficit | 80,810 | 115,894 |
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, 2018 and 2017; Series B - 60 shares issued and outstanding at December 31, 2018 and 2017 | ||
Series B | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued; Series A - 7 shares issued and outstanding at December 31, 2018 and 2017; Series B - 60 shares issued and outstanding at December 31, 2018 and 2017 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Discounts on convertible notes payable | $ 1,401 | $ 0 |
Discounts on convertible notes payable, related parties | 7,588 | 0 |
Discounts on notes payable | $ 14,943 | $ 35,844 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 67 | 67 |
Preferred Stock, shares outstanding | 67 | 67 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,900,000,000 | 4,900,000,000 |
Common stock, shares issued | 3,518,152,964 | 2,784,317,155 |
Common Stock, shares outstanding | 3,518,152,964 | 2,784,317,155 |
Series A | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 7 | 7 |
Preferred Stock, shares outstanding | 7 | 7 |
Series B | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 60 | 60 |
Preferred Stock, shares outstanding | 60 | 60 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Consulting and contractor expenses | 747,886 | 404,072 |
Vessel Maintenance and Dockage | 58,309 | 70,784 |
Professional fees | 74,340 | 64,552 |
General and administrative expenses | 60,165 | 62,960 |
Depreciation expense | 20,308 | 33,984 |
Rent expense | 34,185 | 41,170 |
Surveying and site mapping | 15,660 | |
Travel and entertainment expense | 54,636 | 40,002 |
Total operating expenses | 1,049,829 | 733,184 |
Loss from operations | (1,049,829) | (733,184) |
Other income (expense): | ||
Interest expense | (228,855) | (264,025) |
Dividend income | 1,500 | |
Loss on extinguishment of debt | (2,638) | |
Total other expense | (227,355) | (266,663) |
Net loss | $ (1,277,184) | $ (999,847) |
Net loss per share - basic and diluted | ||
Weighted average common shares outstanding - basic and diluted | 3,103,881,581 | 2,551,178,960 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred StockSeries A | Preferred StockSeries B | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2016 | 2,194,976,061 | ||||||
Beginning 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 | ||||
Stock issued upon conversion of notes payable and accrued interest, Value | $ 4,824 | 60,328 | 65,152 | ||||
Stock issued to convert interest, Shares | 25,562,885 | ||||||
Stock issued to convert interest, Amount | $ 2,556 | 98,763 | 101,319 | ||||
Warrants issued for financing cost, Shares | |||||||
Warrants issued for financing cost, Amount | 32,641 | 32,641 | |||||
Beneficial conversion rights in notes payable | 34,984 | 34,984 | |||||
Stock issued for board of director fees, Shares | 40,000,000 | ||||||
Stock issued for board of director fees, Amount | $ 4,000 | 64,000 | 68,000 | ||||
Stock issued for advisory fees, Shares | 38,000,000 | ||||||
Stock issued for advisory fees, Amount | $ 3,800 | 61,700 | 65,500 | ||||
Stock issued for consulting expense, Shares | 19,500,008 | ||||||
Stock issued for consulting expense, Amount | $ 1,950 | 37,200 | 39,150 | ||||
Stock issued for legal services, Shares | 7,500,000 | ||||||
Stock issued for legal services, Amount | $ 750 | 18,000 | $ 18,750 | ||||
Stock issued for financing cost, Shares | 38,450,000 | ||||||
Stock issued for financing cost, Amount | $ 3,845 | 42,995 | $ 46,840 | ||||
Investment purchased with stock (P&S), Shares | |||||||
Stock issued for repairs, Shares | 500,000 | ||||||
Stock issued for repairs, Amount | $ 50 | 500 | $ 550 | ||||
Net Loss | (999,847) | $ (999,847) | |||||
Preferred Stock Shares Outstanding | 7 | 60 | |||||
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) | |||
Stock issued for cash, Shares | 325,004,949 | 6,250,000 | |||||
Stock issued for cash, Value | $ 32,500 | $ 625 | 255,977 | $ 289,102 | |||
Common stock issued for services, Shares | 280,071,363 | 6,942,857 | 134,833 | ||||
Stock issued upon conversion of notes payable and accrued interest, Value | $ 1,676 | 17,800 | $ 19,476 | ||||
Warrants issued for financing cost, Shares | |||||||
Warrants issued for financing cost, Amount | |||||||
Beneficial conversion rights in notes payable | 107,623 | 107,623 | |||||
Stock issued for services, Shares | 280,071,363 | 6,942,857 | |||||
Stock issued for services, Amount | $ 26,754 | $ 694 | 291,651 | 319,100 | |||
Stock issued for financing cost, Shares | 52,100,000 | 10,000,000 | |||||
Stock issued for financing cost, Amount | $ 5,210 | $ 1,000 | 71,620 | 77,830 | |||
Investment purchased with stock (P&S), Shares | 60,000,000 | ||||||
Investment purchased with stock (P&S), Amount | $ 6,000 | 72,000 | 78,000 | ||||
Net Loss | (1,277,184) | $ (1,277,184) | |||||
Preferred Stock Shares Outstanding | 60 | ||||||
Ending Balance, Shares at Dec. 31, 2018 | 3,518,252,964 | 23,192,857 | 3,518,152,964 | ||||
Ending Balance, Value at Dec. 31, 2018 | $ 350,573 | $ 2,319 | $ 13,109,751 | $ (14,954,819) | $ (1,492,176) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | ||
Net loss | $ (1,277,184) | $ (999,847) |
Adjustments to reconcile net income to net cash provided (used) by operating activities | ||
Depreciation | 20,308 | 33,984 |
Amortization of beneficial conversion feature of the notes payable | 138,557 | 5,812 |
Common stock issued for services | 319,100 | 191,950 |
Common stock and warrants issued for non-payment of notes payable | 63,284 | 2,900 |
Decrease in: | ||
Prepaid expenses and deposits | 30,167 | 87,569 |
Increase in: | ||
Accounts payable and accrued expenses | 201,663 | 40,062 |
Net cash used in operating activities | (504,105) | (637,570) |
Cash flows from investing activities | ||
Cash flows from financing activities: | ||
Increase in bank overdraft | 2,919 | |
Proceeds from the issuance of common stock | 289,102 | 393,540 |
Proceeds from the issuance of convertible notes payable | 15,000 | 265,000 |
Payments on convertible notes payable | (10,000) | (45,000) |
Proceeds from the issuance convertible notes payable, related parties | 135,700 | 28,000 |
Proceeds from note payable | 101,000 | |
Payments on notes payable | (53,500) | |
Proceeds from notes payable, related party | 26,000 | |
Payments on notes payable related party | (51,250) | |
Proceeds from loans to stockholders | 8,085 | 43,090 |
Payments to shareholders | (21,560) | (9,000) |
Net cash provided by financing activities | 441,496 | 675,630 |
Net increase (decrease) in cash | (62,609) | 38,060 |
Cash - beginning | 62,609 | 24,549 |
Cash - ending | 62,609 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
Noncash financing activities: | ||
Convertible debt and accrued interest converted to common stock | 19,476 | 68,722 |
Acquisition of investment with common stock shares | 78,000 | |
Beneficial conversion feature on convertible notes payable | 107,623 | |
Stock issued for loan origination fees | $ 19,680 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
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 Company filed a Certificate of Domestication to redomicile in the State of Florida on July 26, 2011. 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, 2018 | |
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 15, 2019. 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, 2018 | |
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, 2018 and 2017. 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, 2018 and 2017. As of December 31, 2018, and 2017, the Company’s outstanding convertible debt and warrants is would result in approximately 546,378,995 and 435,594,101 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. Fair Value of Financial Instruments 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 2018 and 2017, respectively: 2018 2017 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnatometer 25,000 25,000 Less accumulated depreciation $ (358,425 ) (338,117 ) Balance $ 0 $ 20,308 Depreciation expense was $20,308 for the year ended December 31, 2018 and $33,984 for the year ended and 2017. 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, 2018 and 2017, 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 Effective January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. 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, 2018 and 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. Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “ Equity Based payments to Non-employees Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting All other 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, 2018 | |
Capital Stock | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK The Company’s total authorized capital stock consists of 4,900,000,000 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, 2018 and 2017, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. 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. Common Stock Issuances During the years ended December 31, 2018 and 2017 the Company issued the following shares of common stock: 2018 2017 Common shares issued for cash 325,004,949 371,588,889 Common stock issued to convert notes payable and accrued interest 16,759,497 73,802,197 Common stock issued for services 280,071,363 143,950,008 Common stock issued for financing costs 52,100,000 — Investment purchased with stock 60,000,000 — Total 733,935,809 589,341,094 Common Stock to be Issued At December 31, 2018 the Company recorded 6,250,000 shares of common stock to be issued for cash. At December 31, 2018 the Company recorded 6,942,857 shares of common stock to be issued for services. At December 31, 2018 the Company recorded 10,000,000 shares of common stock to be issued for financing costs. Warrants and Options At December 31, 2018 and 2017 the Company had warrants to purchase a total of 33,000,000 and 145,333,333 shares respectively of its restricted common stock outstanding. The following table shows the warrants outstanding: Number of Shares Number of Shares Term 2018 2017 Exercise Price 11/10/12 to 11/20/22 4,000,000 4,000,000 0.0050 09/18/15 to 09/18/20 4,000,000 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 15,000,000 0.0250 09/10/17 to 09/10/19 10,000,000 10,000,000 0.0250 33,000,000 145,333,333 Warrants Issued and Expired During the Year Ended December 31, 2018 The Company did not issue any warrants during the years ended December 31, 2018. During the year ended December 31, 2018, 112,333,333 warrants expired. Warrants Issued During the Year Ended December 31, 2017 During the year ended December 31, 2017 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 — |
Investment in Probabilities and
Investment in Probabilities and Statistics, Inc. | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Investment in Probabilities and Statistics, Inc. | NOTE 5 – INVESTMENT IN PROBABILITY AND STATISTICS, INC. The Company entered into a share exchange agreement with Probability and Statistics, Inc. (“P&S”), a privately held corporation, in August of 2018. Under the terms of the share exchange agreement, the Company agreed to issue 60,000,000 shares of its restricted common stock to P&S in exchange for 10,000 common shares of P&S or a 1% interest. All shares issued by both parties under the agreement have all rights and entitlements as the common stock of every other shareholder of such share class. The investment in P&S was valued at $78,000. The value of the investment in P&S was accounted for as the total value of the Company’s shares issued to P&S on the date of the share exchange agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES At December 31, 2018 and 2017, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $14,600,000 and $13,300,000 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, 2018 and 2017, 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, 2018 and 2017, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2013 through 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject. 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, 2018 For the Year Ended December 31, 2017 Income tax at federal statutory rate (21.00 %) (34.00 %) State tax, net of federal effect (3.96 %) (3.96 %) (23.96 %) (37.96 %) Valuation allowance 23.96 % 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, 2018 and 2017, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of approximately $14,600,000 and $13,300,000, 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, 2018 and 2017. |
Lease Obligation
Lease Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
LEASE OBLIGATION | NOTE 7 – LEASE OBLIGATION Corporate Office The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement commencing on July 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, 2018, future minimum rental payments required under this non-cancelable operating lease total $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. Total rental expense during the years ended December 31, 2018 and 2017 on these leases was $34,185 and $41,170. |
Convertible Notes Payable and N
Convertible Notes Payable and Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under 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, 2018 and 2017: Issue Date Maturity Date 2018 2017 Rate Conversion Price Convertible notes payable 10/29/18 04/29/19 $ 3,000 — 6.00 % 0.00070 Balance $ 3,000 $ 0 Convertible notes payable - related parties 01/09/18 01/09/19 $ 12,000 — 6.00 % 0.00060 08/27/18 02/27/19 2,000 — 6.00 % 0.00070 10/02/18 04/02/19 1,000 — 6.00 % 0.00080 10/23/18 04/23/19 4,200 — 6.00 % 0.00070 11/07/18 05/07/19 2,000 — 6.00 % 0.00080 11/14/18 05/14/19 8,000 — 6.00 % 0.00080 Balance $ 29,200 $ 0 Convertible notes payable - in default 08/28/09 11/01/09 $ 4,300 $ 4,300 10.00 % 0.01500 04/07/10 11/07/10 70,000 70,000 6.00 % 0.00800 11/12/10 11/12/11 40,000 40,000 6.00 % 0.00500 10/31/12 04/30/13 8,000 8,000 6.00 % 0.00400 11/20/12 05/20/13 50,000 50,000 6.00 % 0.00500 01/19/13 07/30/13 5,000 5,000 6.00 % 0.00400 02/11/13 08/11/13 9,000 9,000 6.00 % 0.00600 09/25/13 03/25/14 10,000 10,000 6.00 % 0.01250 10/04/13 04/04/14 50,000 50,000 6.00 % 0.01250 10/30/13 10/30/14 50,000 50,000 6.00 % 0.01250 05/15/14 11/15/14 40,000 40,000 6.00 % 0.00700 10/13/14 04/13/15 25,000 25,000 6.00 % 0.00500 06/29/15 12/29/15 25,000 25,000 6.00 % 0.00300 09/18/15 03/18/16 25,000 25,000 6.00 % 0.00200 04/04/16 10/04/16 10,000 10,000 6.00 % 0.00100 07/19/16 07/19/17 4,000 4,000 6.00 % 0.00150 08/24/16 02/24/17 20,000 20,000 6.00 % 0.00100 03/10/17 09/10/17 — $ 10,000 6.00 % 0.00100 03/14/17 09/14/17 — $ 15,000 6.00 % 0.00150 03/06/18 09/06/18 6,000 — 6.00 % 0.00060 02/06/18 11/07/18 6,000 — 6.00 % 0.00060 Balance $ 457,300 $ 470,300 Convertible notes payable - related parties, in default 01/09/09 01/09/10 $ 10,000 $ 10,000 10.00 % 0.01500 01/25/10 01/25/11 6,000 6,000 6.00 % 0.00500 01/18/12 07/18/12 50,000 50,000 8.00 % 0.00400 01/19/13 07/30/13 15,000 15,000 6.00 % 0.00400 07/26/13 01/26/14 10,000 10,000 6.00 % 0.01000 01/17/14 07/17/14 31,500 31,500 6.00 % 0.00600 05/27/14 11/27/14 7,000 7,000 6.00 % 0.00700 07/21/14 01/25/15 17,000 17,000 6.00 % 0.00800 10/16/14 04/16/15 21,000 21,000 6.00 % 0.00450 07/14/15 01/14/16 9,000 9,000 6.00 % 0.00300 01/12/16 07/12/16 5,000 5,000 6.00 % 0.00200 05/10/16 11/10/16 5,000 5,000 6.00 % 0.00050 05/10/16 11/10/16 5,000 5,000 6.00 % 0.00050 05/20/16 11/20/16 5,000 5,000 6.00 % 0.00050 07/12/16 01/12/17 5,000 5,000 6.00 % 0.00060 01/26/17 03/12/17 5,000 5,000 6.00 % 0.00050 02/14/17 08/14/17 25,000 25,000 6.00 % 0.00075 08/16/17 09/16/17 3,000 3,000 6.00 % 0.00080 03/14/18 05/14/18 25,000 — 6.00 % 0.00070 04/04/18 06/04/18 3,000 — 6.00 % 0.00070 04/11/18 06/11/18 25,000 — 6.00 % 0.00070 05/08/18 07/08/18 25,000 — 6.00 % 0.00070 05/30/18 08/30/18 25,000 — 6.00 % 0.00070 06/12/18 09/12/18 3,000 — 6.00 % 0.00070 06/20/18 09/12/18 500 — 6.00 % 0.00070 Balance $ 341,000 $ 234,500 Balance - convertible notes payable $ 830,500 $ 704,800 Notes Payable The following table reflects the notes payable as of December 31, 2018 and 2017: Issue Date Maturity Date 2018 2017 Rate Notes payable 11/29/17 11/29/19 $ 105,000 $ 105,000 2.06 % 12/14/17 12/14/18 — 75,000 6.00 % Balance $ 105,000 $ 180,000 Notes payable - in default 04/27/11 04/27/12 $ 5,000 $ 5,000 6.00 % 06/23/11 08/23/11 25,000 25,000 6.00 % 12/14/17 12/14/18 75,000 — 6.00 % 03/07/18 04/15/18 25,000 — 6.00 % 04/20/18 05/04/18 21,500 — 6.00 % 08/21/18 09/21/18 1,000 — 6.00 % Balance $ 152,500 $ 30,000 Notes payable - related parties, in default 02/24/10 02/24/11 $ 7,500 $ 7,500 6.00 % 10/06/15 11/15/15 $ 10,000 $ 10,000 6.00 % 11/02/17 12/02/17 — 11/13/71 6.00 % 02/08/18 04/09/18 $ 1,000 — 6.00 % Balance $ 18,500 $ 43,750 Balance - notes payable $ 276,000 $ 253,750 Between January 1, 2018 and December 31, 2018, the Company issued notes payable and convertible notes payable totaling $277,700. Most of 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 at the lender’s option. 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 notes payable and convertible notes under the guidance of ASC 815 and other applicable guidance. The conversion feature of the convertible 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: 2018 2017 Face value of convertible notes payable $ 3,000 — Beneficial conversion feature (1,401 ) — Carrying value $ 1,599 — 2018 2017 Face value of convertible notes payable, related parties $ 29,200 — Beneficial conversion feature (7,588 ) — Carrying value $ 21,612 — 2018 2017 Face value of notes payable $ 105,000 $ 180,000 Beneficial conversion feature (14,943 ) (35,844 ) Carrying value $ 90,057 $ 144,156 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, 2018 and 2017, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $139,000 and $80,600, respectively. At December 31, 2018 and 2017, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $268,863 and $220,732, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets. During the year ended December 31, 2018, the Company issued 16,100,000 shares of the Company’s restricted common stock as loan origination fees on certain convertible notes payable and notes payable. The fair value of these shares was determined on the execution debt of the related loan and totaled $18,430 which was recorded as a discount and amortized into interest expense over the related debt. The discount was fully amortized as of December 31, 2018. An individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors agreed to defer the maturity dates for purposes of the payment financing fees in the form of shares of the Company’s restricted stock that the Company would have to pay to the related note holder due to 4 separate promissory notes that went into default during the year ended December 31, 2018. The related party note holder is entitled to receive a total of 7,200,000 shares of the Company’s restricted common stock as financing fees for Company defaulting on repaying the 4 promissory notes, however the related party note holder agreed to defer the penalty date for the shares to be owed to him until May 1, 2019. The related party note holder also agreed to defer any increase in the interest rate for any of his notes that went into default during the year ended December 31, 2018 until May 1, 2019. Convertible Notes Payable and Notes Payable Issued in 2018 During the year ended December 31, 2018, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements: In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 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 January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. In January of 2018, the Company entered into a promissory note agreement in the amount of $25,000 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 March 2, 2018. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. The Company agreed that if the note was not repaid in full by March 2, 2018 then the interest rate on the note would increase to 10% after that date until the note is paid in full and the Company would be obligated to pay an additional 1,000,000 shares of the Company restricted common stock to the related party lender. This note was repaid and the balance owed at December 31, 2018 was $0. In February of 2018, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before November 7, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest. In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note was repaid and the balance owed at December 31, 2018 was $0. In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before September 6, 2018. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee. The note is unsecured. This note is currently in default due to non payment of principal and interest. In March of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before April 15, 2018. The lender received 5,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured. In March of 2018, 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 note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 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 June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, 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 June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 15, 2018. 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. This note was repaid and the balance owed at December 31, 2018 was $0. In April of 2018, the Company entered into a promissory note agreement in the amount of $40,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured. The Company repaid principal balance of $18,500 and the principal balance owed was $21,500 at December 31, 2018. In May of 2018, 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 30, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In May of 2018, 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 July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 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 September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 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 September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In August of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before September 21, 2018. The lender received 100,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured. In August of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 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 February 27, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In October of 2018, the Company entered into a promissory note agreement in the amount of $10,000 with an individual. This note pays interest at a rate of 1% per annum and the principal and accrued interest were due on or before October 9, 2018. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee. This note was repaid and the balance owed at December 31, 2018 was $0. In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $1,000 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 April 2, 2019. 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. This note is currently in default due to non payment of principal and interest. In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $4,200 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 April 23, 2019. 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 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 29, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest. In November of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 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 May 7, 2019. 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 November of 2018, the Company entered into a convertible promissory note agreement in the amount of $8,000 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 May 7, 2019. 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. Note Conversions During the year ended December 31, 2018, two different lenders converted their outstanding principal and accrued interest into shares of the Company’s common stock. Upon these conversions, the Company issued an aggregate of 16,759,497 for $18,546 of principal balance and $930 of accrued interest. Shareholder Loans At December 31, 2018, the Company had eight loans outstanding to its CEO totaling $6,548, consisting of a loan in the amount of $468 with a 6% annual rate of interest, a loan in the amount of $1,500 at 2% rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.0005, and the remaining six loans of $4,580 at 1% rate of interest. Convertible Notes Payable and Notes Payable, in Default As of the date of this filing a total of $831,800 convertible notes payable and notes payable are considered to be in default. Of this amount $374,500 is with related parties. Certain convertible notes payable and notes payable that are not paid upon maturity require the Company to issue restricted common stock as a penalty for nonpayment. During the year ended December 31, 2018, the Company issued 36,000,000 and as 10,000,000 shares to be issued of restricted common stock due to this nonpayment penalty and recorded additional interest expense of $59,400 for the fair value of the common stock shares determined on the date of issuance. 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 it’s 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
MATERIAL AGREEMENTS | NOTE 9 – MATERIAL AGREEMENTS Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida In March of 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. Florida Division of Historical Resources Agreements/Permits The Company successfully renewed its permits for both Areas 1 and 2 for the Melbourne Beach site. The Area 2 permit was renewed on January 14, 2019 for a period of three years. The Area 1 permit was renewed on March 1, 2019 for a period of three years. 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. Agreement with Probability and Statistics, Inc. Seafarer acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of shares of Seafarer’s restricted common stock (See Note 5). Certain Other Agreements In February of 2018, 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 4,250,000 shares of the Company’s restricted common stock valued at approximately $4,250. 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 term, 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 February of 2018, 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 February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 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 $125,000 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 $1,750,000 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 March of 2018, the Company entered into an agreement with a corporation 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 4,000,000 shares of the Company’s restricted common stock valued at approximately $3,600. 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 term, 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 April of 2018, the Company extended the term of a previous agreement with two individuals who are related to the Company’s CEO tocontinue serving as members of the Company’s Board of Directors. Under the agreement, the Directors 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 Directors. Under the terms of the agreement, the Company agreed to compensate the individuals via payment of 23,000,000 restricted shares of its common stock each, a total of 46,000,000 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses. In April of 2018, the Company paid one of its consultants 22,833,000 of its restricted common stock in lieu of $15,983 cash for various technology consulting services and research into certain technologies for use in the Company’s operations. In April of 2018, the Company issued 25,000,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In April of 2018, the Company issued 1,500,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In April of 2018, the Company issued a consultant 8,000,000 shares of restricted common stock for providing various project management services related to the Company’s shipwreck exploration and recovery services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In April of 2018, the Company entered into agreements with six 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 to one of the advisors, 4,000,000 shares each to three of the advisors, 2,000,000 shares to one of the advisors, and 1,000,000 shares to one of the advisors, an aggregate total of 20,000,000 restricted shares. According to the agreements each of the advisors’ shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If any of the advisors or the Company terminates the advisory council agreements prior to the expiration of the one year terms, then each of the advisors whose agreement has been terminated has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre approved expenses. In April of 2018, the Company agreed to provide to an individual who had previously joined the Company’s advisory council an additional 5,000,000 shares of restricted common stock for extending the advisory council agreement and for efforts above and beyond the services agreed to in the original advisory council agreement. In April of 2018, the Company entered into a consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 500,000 shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services. In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 2,000,000 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 April of 2018, the Company entered extend a previous consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 3,500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services. In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technology strategies with regards to the Company’s business. The Company issued 2,000,000 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 June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its archeological consultants. In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its independent contractors involved in its diving operations. In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants. In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants. In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its advisory council members. In June of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 6,000,000 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 are the property of the Company. In July of 2018, the Company entered into an assignment of rights agreement under which an individual agreed to assign all of the patent rights, including right, title and interest to an original inventive concept for a system for detecting precious metals buried beneath the ocean floor to the Company. In July of 2018 the Company entered into an independent contractor agreement with an individual for social media and website management. Under the terms of the agreement the Company agreed to pay $25,000 and issue 5,000,000 shares of restricted common stock to the independent contractor for the services. Additionally the Company agreed to pay an additional 1,500,000 shares and $1,500 per month until the fee is paid in full and reimburse the independent contractor for pre approved expenses. The agreement is effective until the services are completed as determined by the Company. During the year ended December 31, 2018, the Company issued the independent contractor a total of 12,500,000 share its restricted common stock in conjunction with the independent contractor agreement. In August of 2018 the Company agreed to issue 60,000,000 shares of its restricted common stock to a private corporation under a share exchange agreement (see Note 5, Investment in Probability and Statistics, Inc.). In September of 2018 the Company entered into an independent contractor agreement with a limited liability company for technology development services. Under the terms of the agreement the Company agreed to pay $1,500 per month and reimburse the independent contractor for pre approved expenses. The agreement is effective until the services are completed as determined by the Company. In October of 2018 the Company issued a total of 6,000,000 shares of its restricted common stock to a consultant for business consulting services for government contracting. During the year ended December 31, 2018 the Company issued 45,000,000 total shares of its restricted common stock to the holder of a promissory note dated March 7, 2018 as a financing fee for not repaying the loan. In October of 2018, the Company entered into an agreement with two individuals to join the its Board of Directors. Under the agreement, the Directors 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 Directors by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to compensate the individuals via payment of 20,000,000 restricted shares of its common stock each, an aggregate total of 40,000,000 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses. In November of 2018, the Company paid one of its consultants 36,363,363 shares of its restricted common stock valued at $47,272 to settle an invoice for various technology consulting services and research of design of certain technologies for use in the Company’s operations. In November of 2018, the Company paid one of its independent contractors 6,942,857 shares of its restricted common stock to settle invoices in the amount of $4,860 for services rendered for the Company’s dive operations. These shares were not yet issued as of December 31, 2018. In December of 2018, the Company paid one of its consultants 9,875,000 shares of its restricted common as payment for business consulting and advisory services. In December of 2018 the Company issued a total of 10,250,000 shares of restricted common stock to six independent contractors who provide various services relating to the Company’s diving operations. The shares were issued as retention bonuses as well to induce the consultants to continue to provide services on favorable terms to the Company. In December of 2018, the Company issued 5,000,000 shares of restricted common stock to one of its consultants who provides various strategic and business consulting services, assistance with financial reporting, IT management and administrative services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In December of 2018, the Company issued 1,000,000 shares of restricted common stock to one of its consultants who provides administrative support and business consulting services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In December of 2018, the Company issued 2,000,000 shares of restricted common stock to one of its consultants who provides various accounting and business consulting services. The Company believes that the consultant has provided on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In December of 2018, the Company issued 1,000,000 shares of restricted common stock to one of its vendors who provides Edgar filing services. The Company believes that the vendor has provided on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company. In December of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of restricted common stock. According to the agreements the advisor’s shares vest at a rate of 166,667 shares per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreement, the Company has agreed to reimburse the advisor for pre approved expenses. During the year ended December 31, 2018 the Company issued a total of 45,000,000 shares of its restricted common stock valued at $58,850 to the holder of a promissory note dated March 7, 2018 as a financing fee for non payment of the loan’s principal balance. At December 31, 2018 10,000,000 shares of common stock remain to be issued. The Company has an informal consulting 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 periodically 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 background research including background checks and provide investigative information on individuals and companies as requested by the Company 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. The consultant provides the services on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $39,100. At December 31, 2018 the Company owed the related party limited liability company $11,150 for services rendered. The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $400. At December 31, 2018 the Company owed the related party limited liability company $4,385 for services rendered. 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 an informal consulting agreement to pay an individual 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. During the year ended December 31, 2018, the company issued an aggregate total of 280,071,363 shares of its restricted common stock and has 6,942,857 shares to be issued valued at $319,100 for services. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 9 – LEGAL PROCEEDINGS On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure site at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleged in its complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer sought 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 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 filed an Admiralty Claim over such site in the United States District Court. 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. The Court subsequently entered and Order directing the arrest warrant for such site, and such arrest warrant was issued by the Clerk of Court. 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS During the years ended December 31, 2018 and 2017 the Company has had extensive dealings with related parties: 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. This note is currently 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. This note is currently in default due to non payment of principal and interest. In February of 2017, the Company extended the term of a previous agreement with two individuals who are 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 Directors. Under the terms of the agreement, the Company agreed to pay the Director 20,000,000 restricted shares of its common stock each, 40,000,000 total shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Directs or 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. This note is currently in default due to non payment of principal and interest. 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. This note is currently 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. This note is currently in default due to non payment of principal and interest. 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. This note is currently in default due to non payment of principal and interest. During the year ended December 31, 2017 the Company had an informal 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. During the year ended December 31, 2017 the Company had 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. In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 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 is due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. In January of 2018 the Company repaid $26,250 or principal and $505 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At December 31, 2018 the principal balance of the note was $0. In January of 2018, the Company entered into a promissory note agreement in the amount of $25,000 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 March 2, 2018. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. The Company agreed that if the note was not repaid in full by March 2, 2018 then the interest rate on the note would increase to 10% after that date until the note is paid in full and the Company would be obligated to pay an additional 1,000,000 shares of the Company restricted common stock to the related party lender. This note was repaid and the balance owed at December 31, 2018 was $0. In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note is currently in default due to non payment of principal and interest. The note is unsecured. In March of 2018, 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 April 6, 2018. This loan is currently in default due to non payment of principal and interest. In March of 2018, 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 note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 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 June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, the Company extended the term of a previous agreement with two individuals who are related to the Company’s CEO tocontinue serving as members of the Company’s Board of Directors. Under the agreement, the Directors 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 Directors. Under the terms of the agreement, the Company agreed to compensate the individuals via payment of 23,000,000 restricted shares of its common stock each, a total of 46,000,000 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses. In April of 2018, 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 May 4, 2018. In April of 2018, 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 June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 15, 2018. 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. This note was repaid and the balance owed at December 31, 2018 was $0. In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured. In April of 2018 the Company repaid $25,000 of principal and $479 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At December 31, 2018 the principal balance of the note was $0. In May of 2018, 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 July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In May of 2018, the Company repaid $440 in principal plus $3 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0. In May of 2018, the Company repaid $500 in principal plus $4 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0. In May of 2018, the Company’s CEO provided a loan to the Company in the amount of $4,000. The loan pays interest at the rate of 1% per annum. This loan was repaid and the balance owed at December 31, 2018 was $0. In May of 2018, the Company repaid $400 in principal plus $1 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0. In May of 2018, 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, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest. In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 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 September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. In June of 2018, the Company’s CEO provided a loan to the Company in the amount of $200. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 14, 2018. In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 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 September 20, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. In July of 2018, the Company’s CEO provided a loan to the Company in the amount of $800. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 11, 2018. This loan is currently in default due to non payment of principal and interest. In July of 2018, the Company’s CEO provided a loan to the Company in the amount of $480. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 19, 2018. This loan is currently in default due to non payment of principal and interest. In August of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 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 February 27, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. In September of 2018, the Company’s CEO provided a loan to the Company in the amount of $600. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 10, 2018. This loan is currently in default due to non payment of principal and interest. In October of 2018, the Company’s CEO provided a loan to the Company in the amount of $200. The loan pays interest at the rate of 1% per annum. The loan was due on or before November, 2018. This loan is currently in default due to non payment of principal and interest. In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $1,000 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 April 2, 2019. 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. This note is currently in default due to non payment of principal and interest. In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $4,200 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 April 23, 2019. 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 November of 2018, the Company’s CEO provided a loan to the Company in the amount of $150. The loan pays interest at the rate of 0% per annum. The loan had no maturity date and was repaid prior to December 31, 2018. In November of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 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 May 7, 2019. 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 November of 2018, the Company entered into a convertible promissory note agreement in the amount of $8,000 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 May 7, 2019. 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. On various dates during the year ended December 31, 2018 the Company repaid its CEO a total of $20,568 principal and accrued interest for various outstanding loans. During the year ended December 31, 2018 the Company had an informal consulting 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 periodically 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 background research including background checks and provide investigative information on individuals and companies as requested by the Company 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. The consultant provides the services on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $39,100. At December 31, 2018 the Company owed the related party limited liability company $11,150 for services rendered. During the year ended December 31, 2018, 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, 2018 the Company paid the related party limited liability consultant $400. At December 31, 2018 the Company owed the related party limited liability company $4,385 for services rendered. At December 31, 2018 and 2017 the following promissory notes and convertible promissory notes were outstanding to related parties: See Note 8 convertible notes payable and notes payable - related parties and related parties in default. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Per the Company’s form 8-K filed on February 19, 2019, on February 15, 2019 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 3,900,000,000 common shares to 4,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on February 15, 2019. Subsequent to December 31, 2018 the Company sold or issued shares of its common stock as follows ( unaudited): (i) sales of 381,350,001 shares of common stock, used for general corporate purposes, working capital and repayment of some debt; (ii) issuance of 93,220,616 shares of common stock for services; (iii) issuance of 8,227,795 shares of common stock for conversion and satisfaction of accounts payable; and (iv) issuance of 15,000,000 shares of common stock for loan financing fees. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017. |
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, 2018 and 2017. As of December 31, 2018, and 2017, the Company’s outstanding convertible debt and warrants is would result in approximately 546,378,995 and 435,594,101 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 2018 and 2017, respectively: 2018 2017 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnatometer 25,000 25,000 Less accumulated depreciation $ (358,425 ) (338,117 ) Balance $ 0 $ 20,308 Depreciation expense was $20,308 for the year ended December 31, 2018 and $33,984 for the year ended and 2017. |
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, 2018 and 2017, 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 Roecognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. |
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, 2018 and 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. |
Stock Based Compensation | Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “ Equity Based payments to Non-employees |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting All other 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 Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property and Equipment and Depreciation | 2018 2017 Diving vessel $ 326,005 $ 326,005 Generator 7,420 7,420 Magnatometer 25,000 25,000 Less accumulated depreciation $ (358,425 ) (338,117 ) Balance $ 0 $ 20,308 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Capital Stock | |
Common Stock Issuances | 2018 2017 Common shares issued for cash 325,004,949 371,588,889 Common stock issued to convert notes payable and accrued interest 16,759,497 73,802,197 Common stock issued for services 280,071,363 143,950,008 Common stock issued for financing costs 52,100,000 — Investment purchased with stock 60,000,000 — Total 733,935,809 589,341,094 |
Warrants and Options | Number of Shares Number of Shares Term 2018 2017 Exercise Price 11/10/12 to 11/20/22 4,000,000 4,000,000 0.0050 09/18/15 to 09/18/20 4,000,000 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 15,000,000 0.0250 09/10/17 to 09/10/19 10,000,000 10,000,000 0.0250 33,000,000 145,333,333 |
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 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 Income tax at federal statutory rate (21.00 %) (34.00 %) State tax, net of federal effect (3.96 %) (3.96 %) (23.96 %) (37.96 %) Valuation allowance 23.96 % 37.96 % Effective rate 0.00 % 0.00 % |
Convertible Notes Payable and_2
Convertible Notes Payable and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable The following table reflects the convertible notes payable as of December 31, 2018 and 2017: Issue Date Maturity Date 2018 2017 Rate Conversion Price Convertible notes payable 10/29/18 04/29/19 $ 3,000 — 6.00 % 0.00070 Balance $ 3,000 $ 0 Convertible notes payable - related parties 01/09/18 01/09/19 $ 12,000 — 6.00 % 0.00060 08/27/18 02/27/19 2,000 — 6.00 % 0.00070 10/02/18 04/02/19 1,000 — 6.00 % 0.00080 10/23/18 04/23/19 4,200 — 6.00 % 0.00070 11/07/18 05/07/19 2,000 — 6.00 % 0.00080 11/14/18 05/14/19 8,000 — 6.00 % 0.00080 Balance $ 29,200 $ 0 Convertible notes payable - in default 08/28/09 11/01/09 $ 4,300 $ 4,300 10.00 % 0.01500 04/07/10 11/07/10 70,000 70,000 6.00 % 0.00800 11/12/10 11/12/11 40,000 40,000 6.00 % 0.00500 10/31/12 04/30/13 8,000 8,000 6.00 % 0.00400 11/20/12 05/20/13 50,000 50,000 6.00 % 0.00500 01/19/13 07/30/13 5,000 5,000 6.00 % 0.00400 02/11/13 08/11/13 9,000 9,000 6.00 % 0.00600 09/25/13 03/25/14 10,000 10,000 6.00 % 0.01250 10/04/13 04/04/14 50,000 50,000 6.00 % 0.01250 10/30/13 10/30/14 50,000 50,000 6.00 % 0.01250 05/15/14 11/15/14 40,000 40,000 6.00 % 0.00700 10/13/14 04/13/15 25,000 25,000 6.00 % 0.00500 06/29/15 12/29/15 25,000 25,000 6.00 % 0.00300 09/18/15 03/18/16 25,000 25,000 6.00 % 0.00200 04/04/16 10/04/16 10,000 10,000 6.00 % 0.00100 07/19/16 07/19/17 4,000 4,000 6.00 % 0.00150 08/24/16 02/24/17 20,000 20,000 6.00 % 0.00100 03/10/17 09/10/17 — $ 10,000 6.00 % 0.00100 03/14/17 09/14/17 — $ 15,000 6.00 % 0.00150 03/06/18 09/06/18 6,000 — 6.00 % 0.00060 02/06/18 11/07/18 6,000 — 6.00 % 0.00060 Balance $ 457,300 $ 470,300 Convertible notes payable - related parties, in default 01/09/09 01/09/10 $ 10,000 $ 10,000 10.00 % 0.01500 01/25/10 01/25/11 6,000 6,000 6.00 % 0.00500 01/18/12 07/18/12 50,000 50,000 8.00 % 0.00400 01/19/13 07/30/13 15,000 15,000 6.00 % 0.00400 07/26/13 01/26/14 10,000 10,000 6.00 % 0.01000 01/17/14 07/17/14 31,500 31,500 6.00 % 0.00600 05/27/14 11/27/14 7,000 7,000 6.00 % 0.00700 07/21/14 01/25/15 17,000 17,000 6.00 % 0.00800 10/16/14 04/16/15 21,000 21,000 6.00 % 0.00450 07/14/15 01/14/16 9,000 9,000 6.00 % 0.00300 01/12/16 07/12/16 5,000 5,000 6.00 % 0.00200 05/10/16 11/10/16 5,000 5,000 6.00 % 0.00050 05/10/16 11/10/16 5,000 5,000 6.00 % 0.00050 05/20/16 11/20/16 5,000 5,000 6.00 % 0.00050 07/12/16 01/12/17 5,000 5,000 6.00 % 0.00060 01/26/17 03/12/17 5,000 5,000 6.00 % 0.00050 02/14/17 08/14/17 25,000 25,000 6.00 % 0.00075 08/16/17 09/16/17 3,000 3,000 6.00 % 0.00080 03/14/18 05/14/18 25,000 — 6.00 % 0.00070 04/04/18 06/04/18 3,000 — 6.00 % 0.00070 04/11/18 06/11/18 25,000 — 6.00 % 0.00070 05/08/18 07/08/18 25,000 — 6.00 % 0.00070 05/30/18 08/30/18 25,000 — 6.00 % 0.00070 06/12/18 09/12/18 3,000 — 6.00 % 0.00070 06/20/18 09/12/18 500 — 6.00 % 0.00070 Balance $ 341,000 $ 234,500 Balance - convertible notes payable $ 830,500 $ 704,800 |
Notes Payable | Notes Payable The following table reflects the notes payable as of December 31, 2018 and 2017: Issue Date Maturity Date 2018 2017 Rate Notes payable 11/29/17 11/29/19 $ 105,000 $ 105,000 2.06 % 12/14/17 12/14/18 — 75,000 6.00 % Balance $ 105,000 $ 180,000 Notes payable - in default 04/27/11 04/27/12 $ 5,000 $ 5,000 6.00 % 06/23/11 08/23/11 25,000 25,000 6.00 % 12/14/17 12/14/18 75,000 — 6.00 % 03/07/18 04/15/18 25,000 — 6.00 % 04/20/18 05/04/18 21,500 — 6.00 % 08/21/18 09/21/18 1,000 — 6.00 % Balance $ 152,500 $ 30,000 Notes payable - related parties, in default 02/24/10 02/24/11 $ 7,500 $ 7,500 6.00 % 10/06/15 11/15/15 $ 10,000 $ 10,000 6.00 % 11/02/17 12/02/17 — 11/13/71 6.00 % 02/08/18 04/09/18 $ 1,000 — 6.00 % Balance $ 18,500 $ 43,750 Balance - notes payable $ 276,000 $ 253,750 |
Aggregate allocation of notes payable | 2018 2017 Face value of convertible notes payable $ 3,000 — Beneficial conversion feature (1,401 ) — Carrying value $ 1,599 — 2018 2017 Face value of convertible notes payable, related parties $ 29,200 — Beneficial conversion feature (7,588 ) — Carrying value $ 21,612 — 2018 2017 Face value of notes payable $ 105,000 $ 180,000 Beneficial conversion feature (14,943 ) (35,844 ) Carrying value $ 90,057 $ 144,156 |
Significant Accounting Polici_4
Significant Accounting Policies - Property and Equipment and Depreciation (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and Equipment, net | $ 20,308 | |
Less accumulated depreciation | 0 | (20,308) |
Diving Vessel | ||
Property and Equipment, net | 326,005 | 326,005 |
Generator | ||
Property and Equipment, net | 7,420 | 7,420 |
Magnatometer | ||
Property and Equipment, net | $ 25,000 | $ 25,000 |
Significant Account Policies (D
Significant Account Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Depreciation expense | $ 20,308 | $ 33,984 |
Capital Stock - Common Stock Is
Capital Stock - Common Stock Issuances (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capital Stock | ||
Common stock issued for cash | 325,004,949 | 371,588,889 |
Common stock issued upon conversion of notes | 16,759,497 | 73,802,197 |
Common stock issued for services | 280,071,363 | 143,950,008 |
Common stock issued for financing costs | 52,100,000 | |
Investment purchased with stock | 60,000,000 | |
Total | 733,935,809 | 589,341,094 |
Capital Stock - Warrants and Op
Capital Stock - Warrants and Options (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants issued | 33,000,000 | 145,333,333 |
November 20, 2012 to November 20, 2022 | ||
Warrants issued | 4,000,000 | 4,000,000 |
Warrants, Exercise Price | $ 0.0050 | $ 0.0050 |
September 18, 2015 to September 18, 2020 | ||
Warrants issued | 4,000,000 | 4,000,000 |
Warrants, Exercise Price | $ 0.0030 | $ 0.0030 |
September 10, 2017 to September 10, 2019 | ||
Warrants issued | 15,000,000 | 15,000,000 |
Warrants, Exercise Price | $ 0.0250 | $ 0.0250 |
September 10, 2017 to September 10, 2019 (2) | ||
Warrants issued | 10,000,000 | 10,000,000 |
Warrants, Exercise Price | $ 0.0250 | $ 0.0250 |
April 04, 2016 to April 04, 2018 | ||
Warrants issued | 10,000,000 | |
Warrants, Exercise Price | $ 0.0020 | |
July 12, 2016 to January 12, 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 |
Capital Stock - Warrants Issued
Capital Stock - Warrants Issued (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Stock price volatility | 205.80% |
Risk free interest rates | 1.36% |
Expected dividends | |
Forfeiture rate | |
Minimum | |
Expected life in years | 1 year |
Maximum | |
Expected life in years | 5 years |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Feb. 10, 2014 | |
Common stock, shares authorized | 4,900,000,000 | 4,900,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Authorized preferred shares | 50,000,000 | 50,000,000 | |
Preferred stock, shares issued | 67 | 67 | |
Preferred Stock, shares outstanding | 67 | 67 | |
Common stock to be issued for cash | 6,250,000 | ||
Common stock to be issued for services | 6,942,857 | ||
Common stock to be issued for financing costs | 10,000,000 | ||
Warrants outstanding | $ 33,000,000 | $ 145,333,333 | |
Warrants expired | 112,333,333 | ||
Warrants issued | 98,333,333 | ||
Series A | |||
Preferred stock, shares issued | 7 | 7 | |
Preferred Stock, shares outstanding | 7 | 7 | |
Convertible shares terms | <font style="font-size: 10pt">Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. </font></p>" id="sjs-B17"><p style="margin: 0"><font style="font-size: 10pt">Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock.  </font></p> | <font style="font-size: 10pt">Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. </font></p>" id="sjs-C17"><p style="margin: 0"><font style="font-size: 10pt">Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock.  </font></p> | |
Series B | |||
Authorized preferred shares | 50,000,000 | ||
Preferred stock, shares issued | 60 | 60 | |
Preferred Stock, shares outstanding | 60 | 60 | |
Convertible shares terms | <font style="font-size: 10pt">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.</font></p>" id="sjs-B22"><p style="margin: 0; text-align: justify"><font style="font-size: 10pt">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.</font></p> | ||
Convertible Promissory Notes | |||
Warrants issued | 40,000,000 | ||
Subscription Agreement | |||
Warrants issued | 58,333,333 |
Investment in Probabilities a_2
Investment in Probabilities and Statistics, Inc. (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Aug. 28, 2018 | |
Stock issued, value | $ 78,000 | |
Restricted Common Stock | ||
Shares issued | 60,000,000 | |
Common Stock | P & S | ||
Common shares received | 10,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | (24.00%) | (34.00%) |
Income taxes | (3.96%) | (3.96%) |
Income tax rate prior to valutation allowance | (23.96%) | (37.96%) |
Valuation allowance | 23.96% | 37.96% |
Effective rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net tax operating loss | $ 14,600,000 | $ 13,300,000 |
Lease Obligation (Details Narra
Lease Obligation (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Base monthly rent | $ 34,185 | $ 41,170 | |||
Corporate Office | |||||
Base monthly rent | $ 1,328 | $ 1,289 | $ 1,252 | ||
Future minimum rental payments | $ 7,967 | $ 15,703 | |||
Operations House | |||||
Base monthly rent | $ 1,300 |
Convertible Notes Payable and_3
Convertible Notes Payable and Notes Payable - Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible notes payable, in default | $ 457,300 | |
Convertible notes payable - related parties, in default | 341,000 | |
Convertible notes payable | 830,500 | |
Convertible notes payable, Current | 1,599 | |
Convertible notes payable, related parties | 29,200 | |
October 29, 2018 | ||
Convertible notes payable, Current | $ 3,000 | |
Convertible notes payble, Current; Maturity Date | Apr. 29, 2019 | |
Convertible notes payeble, Current; Interest rate | 6.00% | |
February 6, 2018 | ||
Convertible notes payable, Current | $ 6,000 | |
Convertible notes payble, Current; Maturity Date | Nov. 7, 2018 | |
Convertible notes payeble, Current; Interest rate | 6.00% | |
Convertible notes payable, Conversion Rate | $ .0006 | |
January 9, 2018 | ||
Convertible notes payable, related parties | $ 12,000 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ 0.0006 | |
Convertible notes payable, related parties; maturity date | Jan. 9, 2019 | |
August 27, 2018 | ||
Convertible notes payable, related parties | $ 2,000 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ 0.0007 | |
Convertible notes payable, related parties; maturity date | Feb. 27, 2018 | |
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 6, 2018 | ||
Convertible notes payable, in default, Maturity date | Sep. 6, 2018 | |
Convertible notes payable, in default | $ 6,000 | |
Convertible notes payable, in default, Interest rate | 6.00% | |
Convertible notes payable, in default, Conversion rate | $ 0.0006 | |
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 | $ 5,000 | |
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% | |
Convertible notes payable - related parties, in default, Conversion rate | $ .0005 | |
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 | |
March 14, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | May 14, 2018 | |
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 | $ 0.0006 | |
April 4, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Jun. 4, 2018 | |
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 | $ 0.0007 | |
April 11, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Jun. 11, 2018 | |
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 | $ 0.0007 | |
May 30, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Aug. 30, 2018 | |
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 | $ 0.0007 | |
May 08, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Jul. 8, 2018 | |
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 | $ 0.0007 | |
June 12, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Sep. 12, 2018 | |
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 | $ 0.0007 | |
June 20, 2018 | ||
Convertible notes payable - related parties, in default, Maturity date | Sep. 12, 2018 | |
Convertible notes payable - related parties, in default | $ 500 | |
Convertible notes payable - related parties, in default, Interest rate | 6.00% | |
Convertible notes payable - related parties, in default, Conversion rate | $ 0.0007 | |
October 10, 2018 | ||
Convertible notes payable, related parties | $ 1,000 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ 0.00080 | |
Convertible notes payable, related parties; maturity date | Apr. 2, 2019 | |
October 23, 2018 | ||
Convertible notes payable, related parties | $ 4,200 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ 0.00070 | |
Convertible notes payable, related parties; maturity date | Apr. 23, 2019 | |
November 07, 2018 | ||
Convertible notes payable, related parties | $ 2,000 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ .00080 | |
Convertible notes payable, related parties; maturity date | May 7, 2019 | |
November 14, 2018 | ||
Convertible notes payable, related parties | $ 8,000 | |
Convertible notes payable, related parties; interest rate | 6.00% | |
Convertible notes payable, related parties; conversion rate | $ 0.00080 | |
Convertible notes payable, related parties; maturity date | May 14, 2019 |
Convertible Notes Payable and_4
Convertible Notes Payable and Notes Payable - Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes payable, in default | $ 152,500 | |
Notes payable, in default –related parties | 18,500 | |
Notes Payable, Total | 276,000 | |
Notes payable | 105,000 | |
Notes payable, unamortized discount | $ (20,012) | |
November 29, 2017 | ||
Notes payable, Maturity Date | Nov. 29, 2019 | |
Notes payable | $ 105,500 | |
Notes payable interest rate | 2.06% | |
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 | |
December 14, 2017 | ||
Notes payable, in default | $ 75,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - Maturity date | Dec. 14, 2018 | |
March 7, 2018 | ||
Notes payable, in default | $ 25,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - Maturity date | Apr. 15, 2018 | |
April 20, 2018 | ||
Notes payable, in default | $ 34,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - Maturity date | May 4, 2018 | |
August 21, 2018 | ||
Notes payable, in default | $ 1,000 | |
Notes payable, in default - Interest rate | 6.00% | |
Notes payable, in default - Maturity date | Sep. 21, 2018 | |
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% | |
February 08, 2018 | ||
Notes payable, in default –related parties, Maturity date | Apr. 9, 2018 | |
Notes payable, in default –related parties | $ 1,000 | |
Notes payable, in default –related parties, Interest rate | 6.00% |
Convertible Notes Payable - Agg
Convertible Notes Payable - Aggregate allocation of notes payab (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Beneficial conversion feature | $ (138,557) | $ (5,812) |
Convertible Notes Payable | ||
Face value of note payable | 3,000 | |
Beneficial conversion feature | (1,401) | |
Carrying value | 1,599 | |
Convertible Notes Payable, Related Parties | ||
Face value of note payable | 29,200 | |
Beneficial conversion feature | (7,588) | |
Carrying value | 21,612 | |
Notes Payable | ||
Face value of note payable | 105,000 | 180,000 |
Beneficial conversion feature | (14,943) | (35,844) |
Carrying value | $ 90,057 | $ 144,156 |
Convertible Notes Payable and_5
Convertible Notes Payable and Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted common stock issued | 16,100,000 | |||||||||||
Fair value of restricted common stock | $ 18,430 | |||||||||||
Total convertible notes issued | 277,700 | |||||||||||
Interest expense | $ 139,000 | $ 80,600 | ||||||||||
Interest on note payable | 6.00% | |||||||||||
Warrants issued | 33,000,000 | 145,333,333 | ||||||||||
Convertible promissory note, remaining balance | $ 830,500 | |||||||||||
Accrued interest | $ 268,863 | $ 220,732 | ||||||||||
Common stock issued | 3,518,152,964 | 2,784,317,155 | ||||||||||
Convertible notes payable and notes payable in default | $ 831,800 | |||||||||||
Convertible notes payable and notes payable in default, related parties | $ 374,500 | |||||||||||
Common stock issued as nonpayment penlty | 36,000,000 | |||||||||||
Common stock issued as nonpayment penlty, interest expense | $ 59,400 | |||||||||||
CEO, First Loan | ||||||||||||
Loan outstanding to related party | $ 468 | |||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||
CEO, Second Loan | ||||||||||||
Conversion price | $ 0.0005 | |||||||||||
Loan outstanding to related party | $ 1,500 | |||||||||||
Loan payable, Interest rate | 6.00% | |||||||||||
CEO, Third Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Fourth Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Fifth Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Six Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Seventh Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO, Eighth Loan | ||||||||||||
Loan outstanding to related party | $ 4,580 | |||||||||||
Loan payable, Interest rate | 1.00% | |||||||||||
CEO | ||||||||||||
Loan outstanding to related party | $ 6,548 | |||||||||||
Convertible Promissory Note | ||||||||||||
Total convertible notes issued | $ 2,000 | $ 1,000 | $ 2,000 | $ 6,000 | $ 1,000 | $ 6,000 | ||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||
Loan origination fee, shares | 500,000 | |||||||||||
Conversion price | $ 0.0008 | $ 0.0007 | $ .0006 | |||||||||
Convertible Promissory Note #2 | ||||||||||||
Total convertible notes issued | $ 8,000 | $ 4,200 | $ 25,000 | |||||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | |||||||||
Conversion price | $ 0.0008 | $ 0.0006 | ||||||||||
Convertible Promissory Note #3 | ||||||||||||
Total convertible notes issued | $ 3,000 | |||||||||||
Interest on note payable | 6.00% | |||||||||||
Conversion price | $ 0.0006 | |||||||||||
Note Conversion | ||||||||||||
Convertible promissory note, remaining balance | 18,546 | |||||||||||
Accrued interest | $ 930 | |||||||||||
Common stock issued | 16,759,497 | |||||||||||
Convertible Promissory Note | ||||||||||||
Total convertible notes issued | $ 3,000 | $ 25,000 | $ 3,000 | $ 12,000 | ||||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||
Conversion price | $ 0.0007 | $ 0.0006 | ||||||||||
Promissory Note | ||||||||||||
Total convertible notes issued | $ 10,000 | $ 1,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Interest on note payable | 1.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||
Loan origination fee, shares | 500,000 | 100,000 | 4,000,000 | 5,000,000 | 2,000,000 | |||||||
Financing fee | $ 1,250 | |||||||||||
Convertible Promissory Note #2 | ||||||||||||
Total convertible notes issued | $ 500 | $ 25,000 | $ 25,000 | |||||||||
Interest on note payable | 6.00% | 6.00% | 6.00% | |||||||||
Conversion price | $ 0.0007 | |||||||||||
Promissory Note #2 | ||||||||||||
Total convertible notes issued | $ 40,000 | |||||||||||
Interest on note payable | 6.00% | |||||||||||
Loan origination fee, shares | 4,000,000 |
Material Agreements (Details Na
Material Agreements (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding debt related to transfer agency services | $ 435 | ||
Ongoing agreement, payment per month for archeological consulting services | 25,000 | ||
Ongoing consulting agreement for business advisory services payment per month | $ 5,000 | ||
Common stock issued for services, shares | 134,833 | ||
Consulting Agreement | |||
Ongoing consulting agreement for business advisory services payment per month | $ 3,000 | ||
Common stock issued for services, shares | 1,000,000 | ||
Owed for services rendered | $ 4,000 | ||
Subscription Agreement 2 | |||
Shares of restricted stock issued | 10,000,000 | ||
Shares of restricted stock issued, value | $ 25,000 | ||
Agreement Terms | </p> <p style="font: 9.5pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 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 $125,000 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 $1,750,000 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.</p> <p style="margin: 0pt"></p>" id="sjs-D14"><p style="margin: 0pt"></p> <p style="font: 9.5pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 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 $125,000 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 $1,750,000 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.</p> <p style="margin: 0pt"></p> | ||
Subscription Agreement 3 | |||
Agreement Terms | In February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 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 $125,000 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 $1,750,000 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.</p>" id="sjs-B16"><p style="font: 9.5pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">In February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 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 $125,000 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 $1,750,000 worth of treasure. The value of any treasure recovered will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts.</p> | ||
Quest, LLC | |||
Entitlement of artifact recovery | 60.00% | ||
Ownership | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 |
CEO | |||||||||||||||||||
Loan repaid | $ 4,000 | $ 2,000 | $ 2,000 | $ 4,000 | |||||||||||||||
Payment per month to related party LLC | $ 3,000 | ||||||||||||||||||
Loan outstanding to related party | $ 6,548 | ||||||||||||||||||
CEO Loan | |||||||||||||||||||
Loan outstanding to related party | $ 150 | $ 200 | $ 600 | $ 500 | $ 2,600 | ||||||||||||||
Loan payable, Interest rate | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||
CEO Loan 2 | |||||||||||||||||||
Loan outstanding to related party | $ 400 | $ 3,000 | |||||||||||||||||
Loan payable, Interest rate | 1.00% | 1.00% | |||||||||||||||||
Promissory Note | |||||||||||||||||||
Convertible note payable, amount | $ 25,000 | $ 25,000 | $ 25,000 | $ 26,250 | $ 2,500 | $ 2,500 | |||||||||||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | 6.00% | 5.00% | 6.00% | 6.00% | |||||||||||||
Convertible note payable, common stock price per share | $ 0.0007 | $ 0.005 | $ 0.0006 | ||||||||||||||||
Loan origination fee | 4,000,000 | 33,333,333 | 2,000,000 | 200,000 | 200,000 | 250,000 | |||||||||||||
Convertible Promissory Note | |||||||||||||||||||
Convertible note payable, amount | $ 2,000 | $ 1,000 | $ 3,000 | $ 2,000 | $ 25,000 | $ 3,000 | $ 25,000 | $ 12,000 | $ 3,000 | $ 5,000 | |||||||||
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% | |||||||||
Convertible note payable, common stock price per share | $ 0.0008 | $ 0.0008 | $ 0.0007 | $ 0.0007 | $ 0.0007 | $ 0.0007 | $ 0.0006 | $ .0006 | $ 0.0008 | $ 0.0005 | |||||||||
Loan origination fee | 1,000,000 | ||||||||||||||||||
Loan repaid | $ 26,250 | ||||||||||||||||||
Accrued interest paid | $ 505 | ||||||||||||||||||
Convertible Promissory Note #2 | |||||||||||||||||||
Convertible note payable, amount | $ 8,000 | $ 4,200 | $ 500 | $ 25,000 | $ 25,000 | ||||||||||||||
Convertible note payable, interest rate per annum | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||
Convertible note payable, common stock price per share | $ 0.0008 | $ 0.0008 | $ 0.0007 | $ 0.0007 | $ 0.0007 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 4 Months Ended |
Apr. 16, 2019shares | |
Subsequent Events | |
Common stock sold | 381,350,001 |
Common stock issued | 93,220,616 |
Common stock issued, conversion of debt | 8,227,795 |
Shares issued for loan financing fee | 15,000,000 |