SFRX Seafarer Exploration Corp (PK)

Part 1: Financial Information

 

Statements in this Form 10-Q Quarterly Report may be “forward-looking statements.”  Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions.  These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management.  These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other documents which we file with the Securities and Exchange Commission.

 

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, compliance with government regulations and permits, agreements with third parties to conduct operations, competition, fulfillment of contractual obligations by other parties and general economic conditions.  Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by Federal Securities law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Item 1. Financial Statements

 

SEAFARER EXPLORATION CORP.
CONDENSED BALANCE SHEETS (Unaudited)
	March 31,	December 31,
	2019	2018
ASSETS
Current Assets
Cash	$ 39,249	$ -
Prepaid expenses	81,611	2,060
Deposits and other receivables	750	750
Total Current Assets	121,610	2,810
Right to use asset	19,032
Investment in P & S, Inc.	78,000	78,000
TOTAL ASSETS	$ 218,642	$ 80,810
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft	$ -	$ 2,919
Accounts payable and accrued expenses	426,982	480,951
Convertible notes payable, net of discounts of $9,786 and $1,401, respectively	4,214	1,599
Convertible notes payable, related parties, net of discounts of $0 and $7,588, respectively	22,260	21,612
Convertible notes payable, in default	457,300	457,300
Convertible notes payable, in default - related parties	355,000	341,000
Notes payable, net of discounts of $11,072 and $14,943, respectively	93,928	90,057
Notes payable, in default	105,000	152,500
Notes payable, in default - related parties	18,500	18,500
Lease liability, current portion	14,887	-
Shareholder loan	1,700	6,548
Total Current Liabilities	1,484,884	1,572,986
Lease liability, less current portion	4,223	-
TOTAL LIABILITIES	1,503,993	1,572,986
Stockholders' Deficit
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued	-	-
Series A - 7 shares issued and outstanding at March 31, 2019 and December 31, 2018	-
Series B - 60 shares issued and outstanding at March 31, 2019 and December 31, 2018	-
Common stock, $0.0001 par value - 3,900,000,000 shares authorized; 3,966,825,185 and 3,518,252,964 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	394,780	350,573
Common stock to be issued, $0.0001 par value, 23,192,857 shares outstanding at December 31, 2018	2,319	2,319
Additional paid in capital	16,632,755	13,109,751
Accumulated deficit	(15,315,205 )	(14,954,819 )
TOTAL STOCKHOLDERS' DEFICIT	(1,285,351 )	(1,492,176 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 218,642	$ 80,810

 

 See notes to unaudited condensed financial statements.

 

 

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SEAFARER EXPLORATION CORP.
CONDENSED STATEMENTS OF OPERATIONS
	For the Three Months Ended
	March 31,
	2019	2018
	(Unaudited)	(Unaudited)
Operating Expenses
Consulting and contractor expenses	$ 227,610	$ 146,776
Vessel maintenance and dockage	11,355	7,840
Professional fees	31,760	23,595
General and administrative expense	27,764	17,348
Depreciation expense	-	8,496
Rent expense	12,807	8,639
Travel and entertainment expense	14,557	17,430
Total operating expenses	325,853	230,124
Net loss from operations	(325,853 )	(230,124 )
Other Income (Expense):
Interest expense	(36,033 )	(31,139 )
Dividend income	1,500	-
Total other expense	(34,533 )	(31,139 )
Net loss	$ (360,386 )	$ (261,263 )
Basic and diluted loss per share	$ (0.00 )	$ (0.00 )
Weighted average number of shares outstanding	3,709,707,307	2,806,163,638

 

 

 

 

 

 

 

See notes to unaudited condensed financial statements.

 

 

 

 

 

 

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SEAFARER EXPLORATION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
									Additional
	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Common Stock to Be Issued		Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Total
Balance, December 31, 2017	7	-	60	-	2,784,317,155	278,432	-	-	12,293,080	(13,677,635 )	(1,106,123 )
Common stock issued for cash	-	-	-	-	10,000,000	1,000	-	-	24,000	-	25,000
Stock issued to convert notes payable	-	-	-	-	10,510,000	1,051	-	-	13,949	-	15,000
Beneficial conversion feature	-	-	-	-	-	-	-	-	19,571	-	19,571
Stock issued for services	-	-	-	-	5,250,000	525	-	-	4,725	-	5,250
Stock issued for financing cost	-	-	-	-	8,500,000	850	-	-	6,500	-	7,350
Net Loss	-	-	-	-	-	-	-	-	-	(261,264 )	(261,264 )
Balance, March 31, 2018	7	-	60	-	2,818,577,155	281,858	-	-	12,361,825	(13,938,899 )	(1,295,216 )

 

	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Common Stock to Be Issued		Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Total
Balance, December 31, 2018	7	-	60	-	3,518,252,964	350,573	23,192,857	2,319.00	13,109,751	(14,954,819 )	(1,492,176 )
Common stock issued for cash	-	-	-	-	346,066,667	34,607	-	-	327,243	-	361,850
Stock issued to convert notes payable	-	-	-	-	1,284,938	128	-	-	900	-	1,028
Beneficial conversion feature	-	-	-	-	-	-	-	-	10,500	-	10,500
Stock issued for services	-	-	-	-	89,720,616	8,972	-	-	177,361	-	186,333
Stock issued for financing cost	-	-	-	-	5,000,000	500	-	-	7,000	-	7,500
Net Loss	-	-	-	-	-	-	-	-	-	(360,386 )	(360,386 )
Balance, March 31, 2019	7	-	60	-	3,960,325,185	394,780	23,192,857	2,319	13,632,755	(15,315,205 )	(1,285,351 )

 

See notes to unaudited condensed financial statements.

 

 

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SEAFARER EXPLORATION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
	For the Three Months Ended
	March 31,
	2019	2018
	(Unaudited)	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (360,386 )	$ (261,263 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	-	8,496
Amortization right of use asset	3,543	-
Amortization of beneficial conversion feature and loan fees	13,634	13,959
Common stock issued for services	106,782	5,250
Common stock issued for closing costs	-	900
Common stock and warrants issued for non-payment of notes payable	7,500
Decrease in:
Prepaid expenses and deposits	-	24,377
Increase in:	-
Accounts payable and accrued expenses	(53,941 )	56,422
Operating lease liabilities	(3,466 )
Net Cash Used in Operating Activities	(286,334 )	(151,859 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in bank overdraft	(2,919 )	-
Proceeds from the issuance of common stock	361,850	25,000
Proceeds from the issuance of convertible notes payable	11,000	12,000
Payments on convertible notes payable, in default	-	(10,000 )
Proceeds from the issuance convertible notes payable, related party	7,000	37,000
Proceeds from notes payable	-	25,000
Payments on notes payable	(46,500 )
Proceeds from notes payable, related party		25,000
Payments on notes payable related party	-	(26,250 )
Proceeds (payments) on loans to stockholders	(4,848 )	1,500
Net Cash Provided By Financing Activities	325,583	89,250
NET INCREASE (DECREASE) IN CASH	39,249	(62,609 )
CASH, BEGINNING OF PERIOD	-	62,609
CASH, END OF PERIOD	$ 39,249	$ -
Cash per balance sheet	39,249	-
	-	-
Supplemental disclosure of cash flow information:
Cash paid for interest expense	$ -	$ 2,711
Cash paid for income taxes	$ -	$ -
Noncash operating and financing activities:
Convertible debt and accrued interest to converted to common stock	$ 1,028	$ 15,000
Beneficial conversion feature on convertible notes payable	$ 10,500	$ -
Stock issued for prepaid services	$ 105,950	$ -
Operating lease liabilities and right of use asset	$ 22,575

 

See notes to unaudited condensed financial statements.

 

8

 

SEAFARER EXPLORATION CORP. AND SUBSIDIARIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

 

The accompanying condensed financial statements of Seafarer Exploration Corp. (“Seafarer” or the “Company”) are unaudited, but in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  

 

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and footnotes included in the Company’s Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2019. The results of operations for the three month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2019 or for any future period.

 

NOTE 1 - DESCRIPTION OF BUSINESS

 

Seafarer Exploration Corp. (the “Company”), formerly Organetix, Inc. (“Organetix”), was incorporated on May 28, 2003 in the State of Delaware.

 

The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, recovery, and conservation of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand.  The Company is also actively seeking to partner with revenue producing companies in order to generate revenue streams to support its historic shipwreck exploration and recovery operations.

 

NOTE 2 - GOING CONCERN

 

These condensed financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from May 20, 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 condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Company’s condensed financial statements. The condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the condensed financial statements. 

  

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 were no cash equivalents at March 31, 2019 and December 31, 2018.

     

 

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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.

 

Earnings Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.  Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at March 31, 2019 and 2018.

 

As of March 31, 2019, and 2018, the Company’s outstanding convertible debt and warrants would result in approximately 562,032,480 and 460,942,744 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.

 

 

 

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Impairment of Long-Lived Assets

 

In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the quarters ended March 31, 2019 and 2018.

 

Use of Estimates

 

The process of preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

 

Convertible Notes Payable

 

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 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 March 31, 2019 and 2018, 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.

 

 

 

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Stock Based Compensation

 

The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment ”, in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.

 

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 ”. The Company measures the fair value of the equity instruments issued based on the fair value of the Company’s stock on contract execution and recognizes the value of the award over the service period .

 

Fully vested and non-forfeitable shares issued prior to the services being performed are classified as prepaid expenses.

 

 

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 adopted this standard on January 1, 2019 and did not have a material impact on the condensed financial statements.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting , which is intended to simplify the accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC 606. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and disclosures.

 

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.

 

NOTE 4 – STOCKHOLDERS’ DEFICIT

 

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 March 31, 2019 and 2018, 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.

 

12

 

 

Common Stock Issuances

 

During the three month period ended March 31, 2019, the Company issued the following shares of common stock:

 

We issued 346,066,667 common stock shares for total proceeds of $361,850.

 

We issued 1,284,938 common stock shares for the conversion of $1,000 of convertible note principal and $28 of accrued interest for a total of $1,028

 

We issued 89,720,616 fully vested and non-forfeitable common stock shares for services provided by consultants, contractors, advisory members, board members, and other service providers (see Note 9). We determined the fair value of the shares issued using the stock price on date of issuance. Compensation expense is recognized as the services are provided to the Company. For the three-month period ended March 31, 2019, we incurred $106,782 of compensation expense for stock issued for services and have a prepaid expenses of $81,611 at March 31, 2019 for stock issued prior to services being performed.

 

We issued 5,000,000 common stock shares to one of our convertible note payable lenders as a penalty for failure to repay the convertible note when due. The value of these shares was determined to be $7,500 based on the market price of the stock on date issued in accordance with the convertible note payable agreement.

 

Warrants and Options

 

The Company did not issue any warrants or options during the three month period ended March 31, 2019.

 

At March 31, 2019 the Company had warrants to purchase a total of 33,000,000 shares of its restricted common stock outstanding.

 

The following table shows the warrants outstanding at March 31, 2019:

 

	Number of Shares
Term	March 31, 2019	Exercise Price
11/10/12 to 11/20/22	4,000,000	0.0050
09/18/15 to 09/18/20	4,000,000	0.0030
09/10/17 to 09/10/19	15,000,000	0.0250
09/10/17 to 09/10/19	10,000,000	0.0250
	33,000,000

 

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.

  

NOTE 6 - LEASE OBLIGATION

 

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.

 

 

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NOTE 7 - OPERATING LEASE AND RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

 

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 6%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended March 31, 2019 and 2018, the Company recorded $3,945 and $0, respectively as operating lease expense which is included in rent expenses on the statements of operations.

 

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 month 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 about the base monthly rental fee.

 

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $22,575.

 

Right-of- use assets are summarized below:

 

	March 31,2019
	(Unaudited)
Office lease (remaining lease term of 15 months)	$ 22,575
Less accumulated amortization	(3,543 )
Right-of-use assets, net	$ 19,032

 

Amortization on the right -of -use asset is included in rent expense on the statements of operations.

 

Operating Lease liabilities are summarized below:

 

	March 31,2019
	(Unaudited)
Office lease	$ 19,110
Less: current portion	(14,887 )
Long term portion	$ 4,223

 

Maturity of lease liabilities are as follows:

 

Nine months ended December 31, 2019	$ 11,835
Year ending 2020	7,968
Less: Present value discount	(693 )
Lease liability	$ 19,110

 

NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

 

Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under ASC 470.

  

 

 

14

 

 

Convertible Notes Payable

 

The following table reflects the convertible notes payable at March 31, 2019:

 

Date	Due Date	Face Amount	Rate	Conversion Rate
Convertible notes payable
10/29/18	04/29/19	$3,000	6.00%	0.00070
01/03/19	07/03/19	$1,000	6.00%	0.00100
03/16/19	09/16/19	$10,000	6.00%	0.00100
Balance		$14,000
Convertible notes payable - related parties
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	$8,060	6.00%	0.00080
01/08/19	07/08/19	$7,000	6.00%	0.00080
Balance		$22,260

Convertible notes payable - in default
08/28/09	11/01/09	$4,300	10.00%	0.01500
04/07/10	11/07/10	$70,000	6.00%	0.00800
11/12/10	11/12/11	$40,000	6.00%	0.00500
10/31/12	04/30/13	$8,000	6.00%	0.00400
11/20/12	05/20/13	$50,000	6.00%	0.00500
01/19/13	07/30/13	$5,000	6.00%	0.00400
02/11/13	08/11/13	$9,000	6.00%	0.00600
09/25/13	03/25/14	$10,000	6.00%	0.01250
10/04/13	04/04/14	$50,000	6.00%	0.01250
10/30/13	10/30/14	$50,000	6.00%	0.01250
05/15/14	11/15/14	$40,000	6.00%	0.00700
10/13/14	04/13/15	$25,000	6.00%	0.00500
06/29/15	12/29/15	$25,000	6.00%	0.00300
09/18/15	03/18/16	$25,000	6.00%	0.00200
04/04/16	10/04/16	$10,000	6.00%	0.00100
07/19/16	07/19/17	$4,000	6.00%	0.00150
08/24/16	02/24/17	$20,000	6.00%	0.00100
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

 

 

15

 

 

Convertible notes payable - related parties, in default
01/09/09	01/09/10	$10,000	10.00%	0.01500
01/25/10	01/25/11	$6,000	6.00%	0.00500
01/18/12	07/18/12	$50,000	8.00%	0.00400
01/19/13	07/30/13	$15,000	6.00%	0.00400
07/26/13	01/26/14	$10,000	6.00%	0.01000
01/17/14	07/17/14	$31,500	6.00%	0.00600
05/27/14	11/27/14	$7,000	6.00%	0.00700
07/21/14	01/25/15	$17,000	6.00%	0.00800
10/16/14	04/16/15	$21,000	6.00%	0.00450
07/14/15	01/14/16	$9,000	6.00%	0.00300
01/12/16	07/12/16	$5,000	6.00%	0.00200
05/10/16	11/10/16	$5,000	6.00%	0.00050
05/10/16	11/10/16	$5,000	6.00%	0.00050
05/20/16	11/20/16	$5,000	6.00%	0.00050
07/12/16	01/12/17	$5,000	6.00%	0.00060
01/26/17	03/12/17	$5,000	6.00%	0.00050
02/14/17	08/14/17	$25,000	6.00%	0.00075
08/16/17	09/16/17	$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
01/09/18	01/09/19	$12,000	6.00%	0.00060
08/27/18	02/27/19	$2,000	6.00%	0.00070
Balance		$355,000
Balance - convertible notes payable		$848,500
Less unamortized discounts		$9,786
		$838,774

 

 

 

 

16

 

Notes Payable

 

The following table reflects the notes payable at March 31, 2019:

 

Date	Due Date	Face Amount	Rate
Notes payable
11/29/17	11/29/19	$105,000	2.06%
Balance		$105,000
Notes payable - in default
04/27/11	04/27/12	$5,000	6.00%
06/23/11	08/23/11	$25,000	6.00%
12/14/17	12/14/18	$75,000	6.00%
Balance		$105,000
Notes payable - related parties, in default
02/24/10	02/24/11	$7,500	6.00%
10/06/15	11/15/15	$10,000	6.00%
02/08/18	04/09/18	$1,000	6.00%
Balance		$18,500
Balance - notes payable		$228,500
Less unamortized discounts		$11,072
		$217,428

 

New Convertible Notes Payable and Notes Payable

 

During the three month period ended March 31, 2019 the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:

 

In January of 2019, the Company entered into a convertible promissory note agreement in the amount of $1,000 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 July 3, 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 $0.0010 per share.

 

In January of 2019, the Company entered into a convertible promissory note agreement in the amount of $7,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before July 8, 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 $0.008 per share.

 

In March of 2019, the Company entered into a convertible promissory note agreement in the amount of $10,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before September 16, 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 $0.0010 per share.

 

During the three month period ended March 31, 2019, the Company recorded a beneficial conversion feature of $10,500 on the convertible notes payable issued which was recorded as discount and will be amortized to interest expense over the related term of the convertible debt. For the period ended March 31, 2019, the Company recorded amortization of debt discounts of $13,634.

 

Note Conversion

 

A lender converted the principal and accrued interest for a convertible promissory note outstanding with a principal balance of $1,000 into 1,284,938 shares of the Company’s common stock. The remaining principal balance of this note was $0 at March 31, 2019.

 

 

 

17

 

 

Shareholder Loans

 

At March 31, 2019 the Company had eight loans outstanding to its CEO totaling $1,700, consisting of a loan in the amount of $1,500 with a 2% annual rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.0005, and a loan in the amount of $200 at 1% rate of interest.

   

 

Convertible Notes Payable and Notes Payable, in Default

 

The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital.

 

The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into shares of the Company’s common stock there is typically a highly dilutive effect on current shareholders and very possible that such dilution may significantly negatively affect the trading price of the Company’s common stock.

 

Subsequent to March 31, 2019 the following convertible notes payable went into default:

 

1)

A convertible note payable originally due April 29, 2019 with a face amount of $3,000;

2)

A convertible note payable due to a related party originally due April 2, 2019 with a face amount of $1,000;

3)

A convertible note payable due to a related party originally due April 23, 2019 with a face amount of $4,200;

4)

A convertible note payable due to a related party originally due May 7, 2019 with a face amount of $2,000; and

5)

A convertible note payable due to a related party originally due May 14, 2019 with a face amount of $8,000.

 

See Note 12 for further subsequent events.

 

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).

 

 

18

 

 

Certain Other Agreements and Commitments

 

In January of 2019, the Company extended the term of previous agreements with four individuals to continue serving as members of the Company’s Board of Directors. Two of the individuals are related to the Company’s CEO. 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 previous agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to compensate two of the individuals via payment of 22,000,000 restricted shares of its common stock each, and two of the individuals via payment of 3,666,667 shares of the Company’s restricted common stock, an aggregate total of 51,333,334 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.

 

In January of 2019 the Company entered into a services agreement with a limited liability company. Under the terms of the agreement the limited liability company agreed to provide engineering review and assessment, systems engineering, program management, technical team coordination, consultative support, etc. as deemed appropriate by the Company. The Company agreed to pay the limited liability company various rates ranging from $35 to $125 per hour depending on the specific services provided. The term of the agreement is until January 24, 2020 unless otherwise extended or terminated in writing by either party.

 

In January of 2019 the Company entered into a consulting agreement with a limited liability company for corporate identity and digital branding services. Under the terms of the agreement the Company paid the consultant 5,000,000 shares of its restricted common stock. The term of the agreement is open ended.

 

In February of 2019, the Company issued a consultants 5,300,000 shares of its restricted common for business consulting and advisory services.

 

In February of 2019 the Company issued 12,500,000 shares of its restricted common stock for past legal services. The attorney agreed that the payment of the 12,500,000 shares satisfied all outstanding debts for legal services owed the law firm.

 

During the three month period ended March 31, 2019, the Company issued a consultant a total of 3,000,000 share its restricted common stock in conjunction with a consulting agreement from July 2018 for social media and website management.

 

During the three month period ended March 31, 2019, the Company paid a issued a total of 7,000,000 share its restricted common stock on various dates under consulting agreements for assistance with procuring a marina slip, general business consulting and corporate communications.

 

During the three month period ended March 31, 2019, the Company issued a consultant a total of 3,000,000 share its restricted common stock in conjunction with a consulting agreement from July 2018 for social media and website management.

 

In March of 2019, the Company issued three independent contractors a total of 600,000 share its restricted common stock as a bonus for providing services to the Company on favorable terms including the willingness to defer cash payments for lengthy periods of time.

 

In March of 2019, the Company entered into an independent contractor agreement with an individual for technology consulting services. Under the terms of the agreement the Company agreed to issue 3,500,000 shares of the Company’s restricted common stock. The agreement is effective until the September 16, 2019.

 

In March of 2019, the Company entered into an agreement with an individual to provide continuing technology consulting services regarding the development of a submersible device for potential use in the Company’s operations. The Company agreed to pay the consultant $7,000 per month for three months plus an additional $3,000 per month in restricted shares of the Company’s restricted common stock. The Company issued the consultant 987,282 shares of its restricted common stock. The term of the agreement is for three months until June 6, 2019.

 

In March of 2019, the Company entered into an agreement with two individuals to join or rejoin the Company’s advisory council. Under the advisory council agreement 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 agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisors an aggregate total of 7,000,000 shares of restricted common stock, 5,000,000 shares to one advisor and 2,000,000 shares to the other advisor. If the advisors or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisors 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 advisors for pre approved expenses.

 

 

19

 

 

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 limited liability company 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. At March 31, 2019 the Company owed the related party consultant $0 for services rendered. The consultant provides the services under the direction and supervision of the Company’s CEO

 

The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. At March 31, 2019 the Company owed the related party limited liability company $9,839 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 agreement to pay an individual consultant a minimum of $3,500 per month for administrative and shareholder support and services.

 

The Company has an informal consulting agreement to pay a limited liability company a minimum of $6,500 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.

 

NOTE 10 – 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 . On or about October 15, 2015, the Company and Volentine entered into a stipulation whereby Volentine admitted to his tortious conduct, however the stipulated damages agreed to were rejected by the Court. The Defendant is the subject of a contempt of court motion which was heard on April 7, 2016, whereby the Court found a violation and modified the injunction against the Defendant, and imposed other matters of potential penalties against the Defendant. The Court also awarded attorney’s fees against the Defendant on behalf of Seafarer for such motion. The Defendant subsequently attempted to have such ruling, evidence and testimony attacked through a motion heard before the Court on October 24, 2016. The Court dismissed the Defendant’s motion after presentation of the Defendant’s case at the hearing. The Plaintiff had set the matter for entry of the attorney’s fees amount due from the Defendant for hearing in December 2016. As well the Plaintiff has set for hearing its motion for sanctions in the form of attorney’s fees for frivolous filing of the October 24th motion, which motion was also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. On December 7, 2016, the Court held a hearing on the Defendant’s motion for sanctions, and essentially attempting to rehear the motion for contempt against the Defendant. The Court dismissed the Defendant’s motions, and renewed the ability of the Company to seek attorney’s fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered an Order denying the Defendant’s motion for summary judgment. The Company has a pending motion for sanctions related to the Defendant’s filing of the motion for summary judgment which has not been set for hearing. The Company will be attempting to set such matter for trial during 2019.

   

 

20

 

 

NOTE 11 – RELATED PARTY TRANSACTIONS

 

During the three month period ended March 31, 2019 the Company has had extensive dealings with related parties including the following:

 

In January of 2019, the Company entered into a convertible promissory note agreement in the amount of $7,000 with an individual who is related to the Company’s CEO. This note pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before July 8, 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 $0.008 per share. This note is currently in default due to non payment of principal and interest.

 

On various dates during the three month period ended March 31, 2019 the Company repaid its CEO a total of $4,848 principal and accrued interest to repay various outstanding loans.

 

The Company has a verbal 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 limited liability company 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. At March 31, 2019 the Company owed the related party consultant $0 for services rendered. The consultant provides the services under the direction and supervision of the Company’s CEO      

  

The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. At March 31, 2019 the Company owed the related party limited liability company $9,839 for services rendered. 

 

At March 31, 2019 the following promissory notes and shareholder loans were outstanding to related parties:

 

See Note 8 convertible notes payable and notes payable - related parties and related parties in default.

 

NOTE 12 – SUBSEQUENT EVENTS

 

Subsequent to March 31, 2019 the Company sold or issued shares of its common stock as follows :

 

(i)	sales of 79,150,000 shares of common stock under subscription agreements for approximately $102,200 in proceeds, used for general corporate purposes, working capital and repayment of debt;
(ii)	issuance of 11,250,00 shares of common stock for services; and
(iii)	issuance of 11,464,220 shares of common stock for conversion and satisfaction of accounts payable.

 

 

 

 

 

 

 

21

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

FORWARD LOOKING STATEMENTS

 

The following discussion contains certain forward-looking statements that are subject to business and economic risks and uncertainties, and which speak only as of the date of this annual report. No one should place strong or undue reliance on any forward-looking statements. The use in this Form 10-Q of such words as "believes", "plans", "anticipates", "expects", "intends", and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The Company’s actual results or actions may differ materially from these forward-looking statements for due to many factors and the success of the Company is dependent on our efforts and many other factors including, primarily, our ability to raise additional capital. Such factors include, among others, the following: our ability to continue as a going concern, general economic and business conditions; competition; success of operating initiatives; our ability to raise capital and the terms thereof; changes in business strategy or development plans; future revenues; the continuity, experience and quality of our management; changes in or failure to comply with government regulations or the lack of government authorization to continue our projects; and other factors referenced in the Form 10-Q. This Item should be read in conjunction with the financial statements, the related notes and with the understanding that the Company’s actual future results may be materially different from what is currently expected or projected by the Company.

 

We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Such forward-looking statements are based on the beliefs and estimates of our management, as well as on assumptions made by and information currently available to us at the time such statements were made. Forward looking statements are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward looking statements, including, without limitation, the failure to successfully locate cargo and artifacts from the Juno Beach shipwreck site and a number of other risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements, either as a result of the matters set forth or incorporated in this Report generally and certain economic and business factors, some of which may be beyond our control.

 

We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

Overview

 

General

 

The Company’s principal business plan is to develop the infrastructure and technology to engage in the archaeologically-sensitive exploration, recovery and conservation of historic shipwrecks. Once artifacts have been properly conserved, they may be made available for scientific research and allowed to be displayed for the public.

 

The Company’s secondary business is to develop revenue streams to support its historic shipwreck exploration and recovery operations.

 

The Company believes it may eventually be conducting archaeological research around the world and potentially supporting governmental or quasi-governmental organizations, universities and affiliated research groups and private research entities in the documentation of historic shipwrecks based on their discretion. The business plan also includes in-depth archival research and translation of historical documents from various international archives and repositories. These translations of archival research will be made available to government states, university researchers, and other responsible academic parties upon reasonable request.

 

In addition to the research, the Company intends to maintain periodic ongoing education of personnel involved in its operations. Furthermore, the Company has also hired additional archaeologists on a consulting basis to further the Company’s depth in archaeology and to further insure that all sensitive archaeological guidelines are met or exceeded.

   

The exploration and recovery of historic shipwrecks involves a multi-year, multi-stage process. It may take many years and/or be prohibitively expensive to locate, if any are ever located at all, and recover valuable artifacts from historic shipwrecks. Locating and recovering valuable artifacts is very difficult, expensive, and rare. If the Company is not able to successfully locate artifacts or treasure with significant value, then there is a high probability that the Company will face adverse consequences, including a complete loss of all capital invested in or borrowed by the Company.

     

Underwater recovery operations are inherently difficult and dangerous and may be delayed or suspended by inclement weather, sea conditions or other natural hazards. In addition, even though sea conditions in a particular search location may be somewhat predictable, the possibility exists that unexpected conditions may occur, and already have occurred, that adversely affect the Company’s operations. For safety reasons, the Company chooses to not work in seas over three feet. To date in 2018 the Company has had limited days to work because the seas have generally been over three feet. It is also possible that natural hazards may prevent or significantly delay search and recovery operations.     

 

 

22

 

 

In addition to natural hazards there are constant repair and maintenance issues with historic shipwreck exploration and recovery vessels, the Company’s primary exploration vessel is an older vessel that was originally used in other capacities and has been converted for use in historic shipwreck exploration and recovery operations. The repairs, maintenance and upkeep of vessels, is time consuming and has been very expensive and there may be significant periods of vessel down time, and already has been, that results from needed repairs being made or a lack of current financing to make repairs to the vessel.

  

There are very restrictive international, federal and state laws that govern the exploration and recovery of historic shipwrecks. While the Company has been able to obtain some permits, there is no guarantee that the Company will be able to secure future permits or be able to enter into agreements with government agencies in order to explore and recover historic shipwrecks.

 

Obtaining permits and entering into agreements with governmental and quasi-governmental agencies to conduct historic shipwreck exploration and recovery operations is generally a very complex, time consuming, and expensive process. Furthermore, the process of entering into agreements and/or obtaining permits may be subject to lengthy delays, possibly in excess of a year. Some governmental agencies may refuse to issue permits to the Company for recovery of artifacts or intentionally delay the permitting process.

 

The reasons for a lengthy permitting process may be due to a number of potential factors including but not limited to requests by permitting agencies for additional information, submitted applications that need to be revised or updated, newly discovered information that needs to be added to an application or agreement, changes to either the agreement or permit terms or revisions to other information contained in the permit, excessive administrative time lags at permitting agencies, etc. The length of time it takes to obtain permits or enter into agreements may cause the Company to expend significant resources while gearing up to do work with little or no visibility as to the timing of receiving a permit.

 

It is also possible that permits that are sought for potential future international projects may never be issued, and if issued, may not be legal or honored by the entities that issued them. Even if the Company is able to obtain permits for shipwreck projects there is a possibility that the shipwrecks may have already been recovered or may not be found, or may not have had anything valuable on board at the time that they sank.

 

It is the Company’s intent to find shipwrecks where available research suggests there were not any previous recovery efforts or past recovery efforts failed or were not completed. In the event that valuable artifacts are located and recovered, it is possible that the cost of recovery will exceed the value of the artifacts recovered. It is also possible that other entities, including both private parties and governmental entities, will assert conflicting claims and challenge the Company’s rights to the recovered artifacts which could lead to lengthy and expensive legal issues.

 

Moreover, there is the possibility that should the Company be successful in locating and salvaging artifacts that have significant archeological and/or monetary value, that a country whose ship was salvaged may attempt to claim ownership of the artifacts by pursuing litigation. Such litigation, if it were to occur, would more than likely be very expensive. In the event that the Company is able to make a valid claim to artifacts or other items at a shipwreck site, there is a risk of theft of such items at sea, both before or after the recovery or while the artifacts are in transit to a safe destination, as well as when stored in a secured location. Such thefts may not be adequately covered by insurance. The Company does have plans for security at sea, but may never implement such plans. Based on a number of these and other potential issues the Company could spend a great deal of time and invest a large sum in a specific shipwreck project and receive very little or no salvage claim or revenue for its work.

 

There are a number of significant issues and challenges including, but not limited to, government regulation and/or the Company’s inability to secure permits and contracts, lack of financing, lack of revenue and cash flow and continued losses from operations that make the exploration and recovery of historic shipwrecks a speculative business venture that carries a high degree of risk. There is also significant expense involved in research and ongoing educational programs. Research expenses involve paying scientists for translations, dues and fees for various historical entities such as archives, travel and accommodations, and research materials. 

 

In the past the Company has investigated various technologies and non-scientific equipment to help better explore or document our sites. To present date, nothing has been proven to work. The Company will continue to experiment with unproven technologies and will actively work with third parties or independent contractors to develop its own proprietary technology. The cost of scientist, equipment, and laboratories for inventing proprietary technology will be expensive and will negatively impact the Company. The Company will also continue to investigate media opportunities.

 

There is a possibility that the Company will be forced to cease its operations if it is not successful in eventually locating valuable artifacts or treasure. If the Company were to cease its operations, and not find or engage another business entity, then it is likely that there would be complete loss of all capital invested in or borrowed by the Company. As such, an investment in Seafarer is speculative and highly risky.

 

This type of business venture is extremely speculative in nature and carries a tremendous amount of risk. An investment in our securities is speculative and very risky and should only be considered by those investors or lenders who do not require liquidity and who can afford to suffer a complete and total loss of their investment.

 

 

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There is currently a limited trading market for our securities. We cannot assure when and if an active-trading market in our shares will be established, or whether any such market will be sustained or sufficiently liquid to enable holders of shares of our common stock to liquidate their investment in our company. The sale of unregistered and restricted securities by current shareholders, including shares issued to consultants and shares issued to settle convertible promissory notes or to settle other loans and debt, may cause a significant decline in the market price of the Company’s securities. Regulatory agencies are also making it difficult for broker dealers to accept stock certificates from issuers of low priced stocks, even though the issuer is fully reporting and current.

 

An investor should consider consulting with professional financial advisers before making an investment in our securities.    

 

Plan of Operation

 

The Company has taken the following steps to implement its business plan:

 

●	To date, the Company has devoted its time towards establishing its business to develop the infrastructure capable of researching, exploring, recovering and conserving historic shipwrecks. The Company has performed some research, exploration and recovery activities.

 

●	Spent considerable time and money researching potential shipwrecks including obtaining information from foreign archives.

 

●	Although the Company has not generated revenues to date, with the exception of some nominal revenue from dividends, our business goals continue to evolve. Relationships are being developed with scientists, as well as with for profit companies and a local university.

 

●	The Company continues to review revenue producing opportunities including joint ventures with other companies and potentially governmental agencies. These opportunities have been slow to develop, but the Company will continue to pursue those endeavors.
●	The Company has investigated various types of equipment and technology to expedite the process of finding artifacts other than iron or ferrous metals. Most have been of no help, but the Company continues to explore new technology. The Company may develop its own proprietary technology or work with third parties to develop technology to aid in its exploration and recovery operations, which will require additional time and financing.
●	The Company has investigated media opportunities and will continue to evaluate different media strategies.
●	The Company is actively looking to partner with revenue producing companies like Probability and Statistics Inc.

 

The Company has previously performed some exploration and recovery operations at what it believes to be a shipwreck site located off of the coast of Florida in northern Palm Beach County, more specifically in an area known as “Juno Beach” (the “Juno Beach Shipwreck”). The Company had previously obtained a recovery permit from the State of Florida for the Juno Beach site. The recovery permit expired in April of 2014. In March of 2015, Seafarer was awarded full rights to the Juno site pursuant to a court order, erasing all rights of the Company’s previous partner with regards to the site. The Juno site was arrested permanently to Seafarer by the U.S. Marshal’s offices in July 7 of 2017 and in November 2017 the Company was granted final judgment on its federal admiralty claim for the Juno Beach shipwreck site. The Company is preparing to attempt to renew the permit, however there is no guarantee that a renewal permit will be issued to the Company.

 

The Company believes it is possible the Juno Beach shipwreck site may potentially contain remnants of a sunken 1500s era ship; however, the Company does not have definitive evidence of the ship’s country of origin. Due to the fact that the Company does not currently have sufficient data to positively identify the potential Juno Beach shipwreck, or its country of origin, it is not possible to determine whether or not the ship was originally carrying cargo of any significant value. To date the Company has not located the main body of a shipwreck at the Juno Beach site, only a lot of shipwreck material and remnants including pottery, porcelain, cannon balls, musket balls, ballast stones, nails, spikes, wood and scattered pieces of a sunken ship.

 

The Company has determined that a large part of the magnetometer survey of the Juno Beach Shipwreck site that was previously provided to the Company and to the State of Florida by a past partner has an area that was intentionally deleted from the survey. The Company will complete a magnetometer survey of the entire deleted area when certain conditions are met. There is also possibility that there are no artifacts of significant value located at the Juno Beach shipwreck site. Even if there are valuable artifacts and/or treasure located at the site, recovering them may be difficult due to a variety of challenges that include, but are not limited to; inclement weather, hazardous ocean conditions, large amounts of sand that cover large areas of the site, lack of the necessary equipment to be able to dig deep enough into the sand, etc. 

  

There is a purported historic shipwreck site in the waters off of Brevard County Florida that the Company desires to investigate. In February 2013, the Company signed an agreement with a third party who has previously explored this site for the right to investigate the site. 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. There are a significant number of challenges inherent in the exploration and recovery of historic shipwrecks, including the possibility that the Company will never find artifacts of value at the site.

 

 

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In July of 2014, Seafarer’s Quest, LLC received a 1A-31 Exploration Permit with a Dig and Identify modification (the “Permit”) from the Florida Division of Historical Resources for an area identified as Area 2 off of Cape Canaveral, Florida. The Permit was active for three years from the date of issuance. Seafarer on behalf of Seafarer’s Quest, LLC, has been primarily focusing its operations on this site when the weather permits. In addition to the Company’s main salvage vessel, the Company has utilized additional owned and rented vessels in order to perform search and identify operations at this site. Inclement weather and difficult sea conditions have hampered the Company’s ability to perform exploration operations at this site to date. An archeologist with the technical skills, knowledge, and experience from around the world was hired to help insure the integrity of the work. The Company has applied for permits from the State of Florida for two additional areas that were formerly permitted solely by an affiliate of Marine Archeological Partners, LLC. The Permit for one of the additional areas was given to the Company on July 6, 2016 and identified as Area 1. Both permits for Area 1 and Area 2 have been renewed in 2019 for an additional 3 years.

 

The Company regularly reviews opportunities to perform exploration and recovery operations at purported historic shipwreck sites. The Company currently does have some specific plans to perform exploration and recovery operations at other shipwreck sites in the future, however these plans are subject to change based on a number of factors. The Company is actively reviewing other potential historic shipwreck sites, including sites located internationally, for possible exploration and recovery. Should the Company decide that it will pursue exploration and recovery activities at other potential shipwreck sites, it may be necessary to obtain various permits as well as environmental permits.

 

The Company is also actively researching, exploring and testing new technology to help more accurately understand current and future wreck sites in an unobtrusive manner. Up to the date of this filing, all tests of new and unproven technology and methods have failed.

 

Additionally, the Company is reviewing a few business opportunities that may allow it to eventually generate revenue streams to support the operational expenses of Seafarer. Seafarer has also acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of Seafarer’s restricted stock. The Company also has a commission only contract with P&S for any business it brings to P&S. The Company has received dividend payments from P&S.  

  

The Company continually monitors media rights for potential revenue opportunities. The Company has talked to multiple media entities to further understand the advantages offered. Management believes media can represent a potential future revenue opportunity for the Company, if the right circumstances arise. 

 

This type of business venture is extremely speculative in nature and carries a tremendous amount of risk. An investment in our securities is speculative and very risky and should only be considered by those investors or lenders who do not require liquidity and who can afford to suffer a complete and total loss of their investment.

 

Limited Operating History

 

The Company has not currently generated any revenue from operations and does not expect to report any significant revenue from operations for the foreseeable future.

 

At March 31, 2019, the Company had a working capital deficit of $1,363,274. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof.

 

Since inception, the Company has funded its operations through common stock issuances and loans in order to meet its strategic objectives; however, there can be no assurance that the Company will be able to obtain further funds to continue with its efforts to establish a new business. There is a very significant risk that the Company will be unable to obtain financing to fund its operation and as such the Company may be forced to cease operations at any time which would likely result in a complete loss of all capital that has been invested in and/or borrowed by the Company to date.

 

The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities, while building out its infrastructure in order to explore and salvage historic shipwreck sites and establishing itself in the marketplace. Based on our historical rate of expenditures, the Company expects to expend its available cash in less than one month from May 20, 2019.

 

The Company’s ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow or achieve or sustain profitability, which may have a material adverse effect on the Company’s business, operations, and financial results, as well as its ability to make payments on its debt obligations, and the Company may be forced to cease operations.

 

The Company’s lack of operating cash flow and reliance on the sale of its commons stock and loans to fund operations is extremely risky. If the Company is unable to continue to raise capital or obtain loans or other financing on terms that are acceptable to the Company, or at all, then it is highly likely that the Company will be forced to cease operations. If the Company ceases its operations, then it is likely that all capital invested in and/or borrowed by the Company will be lost.  

 

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Results of Operations

 

The Company’s net loss for the three month period ended March 31, 2019 was $360,386 as compared to a net loss of $261,263 during the three month period ended March 31, 2018, an increase of approximately 40% year-over-year. The increase in net losses in 2019 was primarily due to an increase in consulting and contractor expenses. Consulting and contractor expense was $227,610 for the three month period ended March 31, 2019 versus $146,776 for the same period in 2018, an increase of nearly 55.1%. The increase in consulting and contractor expenses in 2019 was largely a result of stock based compensation being paid to several consultants for strategy and business consulting, advisory council, technology consulting, legal fees, operations, and the payment of Board of Directors’ fees and cash fees paid to various consultants. Interest expense for the three month period ended March 31, 2019 was $36,033 versus $31,139 for the same period in 2018. The increase of approximately 15.7% in interest expense was due to the impact of fair value measurement of various convertible notes. During the three month period ended March 31, 2019, professional fees were $31,760 as compared to $23,595 during the three month period ended March 31, 2018, an increase of nearly 34.6%. During the three month period ended March 31, 2019, general and administrative expenses were $27,764 as compared to $17,348 during the three month period ended March 31, 2018, an increase of 60%. The Company incurred vessel related expenses of $11,355 during the three month period ended March 31, 2019 versus $7,840 during the three month period ended March 31, 2018, an increase of approximately 44.8%. The increase in vessel related expenses were primarily due to repairs to the Company’s main salvage vessel and some additional repairs and dockage for other vessels. The Company did incur some expenses for repairs to the main salvage vessel in 2018, and the Company also deferred making some repairs, however the Company believes that extensive repairs will be needed in the foreseeable future on both the main salvage vessel and some lighter repairs on other vessels that the Company intends to utilize in its exploration efforts. The Company incurred travel and entertainment expenses of $14,557 during the three month period ended March 31, 2019 as compared to $17,430 during the three month period ended March 31, 2018, an approximate 16.5% decrease on a quarter-over-quarter basis. Rent expense was $12,807 during the three month period ended March 31, 2019 versus $8,639 for the same period in 2018, an increase of approximately 48.3%.

 

Liquidity and Capital Resources

 

At March 31, 2019, we had cash in the bank of $39,249. During the period ended March 31, 2019 we incurred a net loss of $360,386. At March 31, 2019, we had $121,610 in current assets and $1,484,884 in current liabilities, leaving us a working capital deficit of $1,363,274.

 

Lack of Liquidity

 

A major financial challenge and significant risk facing the Company is a lack of liquidity. The Company continued to operate with significant debt and a working capital deficit during the period ended March 31, 2019. This working capital deficit indicates that the Company is unable to meet its short-term liabilities with its current assets. This working capital deficit is extremely risky for the Company as it may be forced to cease its operations due to its inability to meet its current obligations. If the Company is forced to cease its operations then it is highly likely that all capital invested in and/or loaned to the Company will be lost.

 

The expenses associated with being a small publicly traded company attempting to develop the infrastructure to explore and salvage historic shipwrecks recovery are extremely onerous, especially given that the Company does not currently generate any revenues and does not expect to generate any revenues in the near future. There are ongoing expenses associated with operations that are incurred whether the Company is conducting shipwreck exploration and recovery operations or not. Vessel maintenance, particularly for an older vessel such as the Company’s main salvage vessel, upkeep expenses and docking fees are continuous and unavoidable regardless of the Company’s operational status. Management anticipates the Company may need to put the vessel in dry dock in order for additional repairs to be made. These repairs and maintenance are expensive and have a negative impact on the Company’s cash position.

 

In addition to the operations expenses, a publicly traded company also incurs the significant recurring corporate expenses related to maintaining publicly traded status, which include, but are not limited to accounting, legal, audit, executive, administrative, corporate communications, rent, telephones, etc. The recurring expenses associated with being a publicly traded company are very burdensome for smaller public companies such as Seafarer. This lack of liquidity creates a very risky situation for the Company in terms of its ability to continue operating, which in turn makes owning shares of the Company’s common stock extremely risky and highly speculative. The Company’s lack of liquidity may cause the Company to be forced to cease operations at any time which would likely result in a complete loss of all capital invested in or borrowed by the Company to date.

 

Due to the fact that the Company does not generate any revenues and does not expect to generate revenues for the foreseeable future the Company must rely on outside equity and debt funding. The combination of the ongoing operational, even during times when there is little to no exploration or recovery activities taking place, and corporate expenses as well as the need for outside financing creates a very risky situation for the Company and its shareholders. This working capital shortfall and lack of access to cash to fund corporate activities is extremely risky and may force the Company to cease its operations which would more than likely result in a complete loss of all capital invested in or loaned to the Company to date.

   

If we are unable to secure additional financing, the Company's business may fail and our stock price will likely be materially adversely affected and all capital invested in or borrowed by the Company will likely be lost.

 

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Lack of Revenues and Cash Flow/Significant Losses from Operations

 

The exploration and recovery of historic shipwrecks requires a multi-year, multi stage process and it may be many years before any revenue is generated from exploration and recovery activities, if ever. The Company believes that it may be several years before it is able to generate any cash flow from its operations, if any are ever generated at all. Without revenues and cash flow the Company does not have reliable cash flow to pay its expenses.

 

The Company relies on outside financing in the form of equity and debt and it is possible that the Company may not be able to obtain outside financing in the future. If the Company is not able to obtain financing it would more than likely be forced to cease operations and all of the capital that has been invested in or borrowed by the Company would be lost. If the Company is unable to secure additional financing, our business may fail or our operating results and our stock price may be materially adversely affected. The raising of additional financing would in all likelihood result in dilution or significant reduction in the value of the Company’s securities.

 

The Company may not be able to continue as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in the Company or borrowed by the Company will be lost. The report of our independent auditors for the years ended December 31, 2018 and 2017 raises substantial doubt as to our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the three month periods ended March 31, 2019 and 2018, we have experienced operating losses in every year since our inception resulting in an accumulated deficit. Our financial results as of March 31, 2019 raise substantial doubts about the Company’s ability to continue as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in the Company or borrowed by the Company will be lost.

 

The Company has experienced a net loss in every fiscal year since inception. The Company’s losses from operations were $325,853 for the three month period ended March 31, 2019 and $230,124 for the three month period ended March 31, 2018. The Company believes that it will continue to generate losses from its operation for the foreseeable future and the Company may not be able to generate a profit in the long-term, or ever. Due to the significance of these of these matters there is substantial doubt about the Company’s ability to continue as a going concern. Any investment in the Company’s securities is very speculative with a very high chance of a total loss of all invested capital.

 

Convertible Notes Payable and Notes Payable, in Default

 

The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default regarding several loans 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 equity there is typically a highly dilutive effect on current shareholders and very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. Furthermore, management intends to have discussions or has already had discussions with several of the promissory note holders who do not currently have convertible notes regarding converting their notes into equity. Any such amended agreements to convert promissory notes into equity would more than likely have a highly dilutive effect on current shareholders and there is a very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. 

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires us to make estimates and judgments which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities (see Note 3, Summary of Significant Accounting Policies, contained in the notes to the Company’s financial statements for the periods ended March 31, 2019 and 2018).  On an ongoing basis, we evaluate our estimates.  We base our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources.  Actual results may differ from these estimates based upon different assumptions or conditions; however, we believe that our estimates are reasonable.

 

Management is aware that certain changes in accounting estimates employed in generating financial statements can have the effect of making the Company look more or less profitable than it actually is.  Management does not believe that either the Company or its auditors have made any such changes in accounting estimates.

 

 

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Off-balance Sheet Arrangements

 

None.

   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies.

     

Item 4. Controls and Procedures

 

Management’s Responsibility for Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s controls over financial reporting are designed under the supervision of the Company’s Principal Executive Officer/Principal Financial Officer to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the Company’s management, including the Company’s principal executive officer/principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our principal executive officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of March 31, 2019.  Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

 

The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud.  A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met.  Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

The Company has limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited resources and personnel, including those described below.

 

*	The Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

 

*	We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

 

*	We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the managements view that to have audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company's financial statements.
*	We have not achieved an optimal segregation of duties for executive officers of the Company.

 

A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company's limited resources and personnel.

 

 

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Remediation Efforts to Address Deficiencies in Disclosure Controls and Procedures

 

As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below.  As of March 31, 2019 we did not have sufficient capital and/or operations to implement any of the remedial measures described below.

 

*

Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company's financial statements to allow for proper segregation of duties, as well as additional resources for control documentation.

 

*	Assessing the duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers.

 

*

Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members.

 

(b) Change in Internal Control Over Financial Reporting

 

The Company has not made any change in our internal control over financial reporting during the period ended March 31, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Part II. Other Information

 

Item 1. 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 . On or about October 15, 2015, the Company and Volentine entered into a stipulation whereby Volentine admitted to his tortious conduct, however the stipulated damages agreed to were rejected by the Court. The Defendant is the subject of a contempt of court motion which was heard on April 7, 2016, whereby the Court found a violation and modified the injunction against the Defendant, and imposed other matters of potential penalties against the Defendant. The Court also awarded attorney’s fees against the Defendant on behalf of Seafarer for such motion. The Defendant subsequently attempted to have such ruling, evidence and testimony attacked through a motion heard before the Court on October 24, 2016. The Court dismissed the Defendant’s motion after presentation of the Defendant’s case at the hearing. The Plaintiff had set the matter for entry of the attorney’s fees amount due from the Defendant for hearing in December 2016. As well the Plaintiff has set for hearing its motion for sanctions in the form of attorney’s fees for frivolous filing of the October 24th motion, which motion was also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. On December 7, 2016, the Court held a hearing on the Defendant’s motion for sanctions, and essentially attempting to rehear the motion for contempt against the Defendant. The Court dismissed the Defendant’s motions, and renewed the ability of the Company to seek attorney’s fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered an Order denying the Defendant’s motion for summary judgment. The Company has a pending motion for sanctions related to the Defendant’s filing of the motion for summary judgment which has not been set for hearing. The Company will be attempting to set such matter for trial during 2019.

 

Item 1A.   Risk Factors

 

Not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the three month period ended March 31, 2019, the Company issued or agreed to issue 96,220,616 shares of its restricted common stock to several consultants for board of directors’ fees, legal, operations, advisory council, website development and maintenance, technology consulting fees, general business consulting, etc. The Company also issued 5,000,000 shares of its restricted common shares to a lender as a penalty fee for the non payment of principal and interest related to a promissory note that had come due. The Company believes that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and based on the fact that such securities were issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Company’s proposed business by virtue of their affiliation with the Company.

 

 

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During the three month period ended March 31, 2019, the Company entered into a subscription agreements to sell 346,066,667 shares of its restricted common stock in exchange for proceeds of $361,850 and additional consideration. The proceeds that were received were used for general corporate purposes, working capital and the repayment of debt.

   

Exemptions from Registration for Sales of Restricted Securities.

 

The issuance of securities referenced above were issued to persons who the Company believes were either “accredited investors,” or “sophisticated investors” who, by reason of education, business acumen, experience or other factors, were fully capable of evaluating the risks and merits of an investment in us; and each had prior access to all material information about us. None of these transactions involved a public offering. An appropriate restrictive legend was placed on each certificate that has been issued, prohibiting public resale of the shares, except subject to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) or in compliance with Rule 144. The Company believes that the offer and sale of these securities was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) under the Securities Act of 1933 (the “Act”) thereof, and/or Regulation D. There may be additional exemptions available to the Company.

 

Issuance of Securities Due to Conversion of Notes and Debt

 

During the three month period ended March 31, 2019, the holder of a promissory note with a principal balance of $1,000 elected to convert all of the balance of the note plus accrued interest into 1,284,938 shares of the Company’s common stock. The Company believes that the offer and sale of these securities were exempt from the registration requirements of the Securities Act pursuant to Sections 3(a)(9) under the Securities Act of 1933, as amended.

 

Item 3. Defaults Upon Senior Securities

 

See Part I, Item 2, notes payable and convertible notes payable, in default, for discussion of defaults on certain debt obligations of the Company.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None

  

Item 6. Exhibits

 

Set forth below is a list of the exhibits to this quarterly report on Form 10-Q.

 

Exhibit Number	Description
*31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and  Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities and  Exchange Act of 1934, as amended, and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*99.1	Temporary Hardship Exemption
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Schema
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase
**101.DEF	XBRL Taxonomy Extension Definition Linkbase
**101.LAB	XBRL Taxonomy Extension Label Linkbase
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase

 

* Filed herewith.

** To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	Seafarer Exploration Corp.

 

Date: May 20, 2019	By:	/s/ Kyle Kennedy
		Kyle Kennedy President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer and Principal Accounting Officer)

 

 

Date: May 20, 2019	By:	/s/ Charles Branscum
		Charles Branscum, Director

 

 

Date: May 20, 2019	By:	/s/ Robert L. Kennedy
		Robert L. Kennedy, Director

 

 

Date: May 20, 2019	By:	/s/ Thomas Soeder
		Thomas Soeder, Director

 

 

Date: May 20, 2019	By:	/s/ Bradford Clark
		Bradford Clark, Director

 

 

 

 

 

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