Notes Payable
The
following table reflects the notes payable as of December 31, 2018
and 2017:
Issue Date
|
Maturity Date
|
2018
|
2017
|
Rate
|
|
|
|
|
|
Notes payable
|
|
|
|
|
11/29/17
|
11/29/19
|
$105,000
|
$105,000
|
2.06%
|
12/14/17
|
12/14/18
|
-
|
75,000
|
6.00%
|
Balance
|
|
$105,000
|
$180,000
|
|
|
|
|
|
|
Notes payable - in default
|
|
|
|
04/27/11
|
04/27/12
|
$5,000
|
$5,000
|
6.00%
|
06/23/11
|
08/23/11
|
25,000
|
25,000
|
6.00%
|
12/14/17
|
12/14/18
|
75,000
|
-
|
6.00%
|
03/07/18
|
04/15/18
|
25,000
|
-
|
6.00%
|
04/20/18
|
05/04/18
|
21,500
|
-
|
6.00%
|
08/21/18
|
09/21/18
|
1,000
|
-
|
6.00%
|
Balance
|
|
$152,500
|
$30,000
|
|
|
|
|
|
|
Notes payable - related parties, in default
|
|
|
02/24/10
|
02/24/11
|
$7,500
|
$7,500
|
6.00%
|
10/06/15
|
11/15/15
|
$10,000
|
$10,000
|
6.00%
|
11/02/17
|
12/02/17
|
-
|
11/13/71
|
6.00%
|
02/08/18
|
04/09/18
|
$1,000
|
-
|
6.00%
|
Balance
|
|
$18,500
|
$43,750
|
|
|
|
|
|
|
Balance - notes payable
|
$276,000
|
$253,750
|
|
Between
January 1, 2018 and December 31, 2018, the Company issued notes
payable and convertible notes payable totaling $277,700. Most of
the notes include interest at 6%. The principal amount of the notes
and interest is payable on the maturity date. The notes and accrued
interest are convertible into common stock at fixed conversion
prices at the lender’s option. The conversion prices and
maturity dates of these notes are detailed in the table in the
preceding page.
The
Company has evaluated the terms and conditions of the notes payable
and convertible notes under the guidance of ASC 815 and other
applicable guidance. The conversion feature of the convertible
notes met the definition of conventional convertible for purposes
of applying the conventional convertible exemption. The definition
of conventional contemplates a limitation on the number of shares
issuable under the arrangement. The note is convertible into a
fixed number of shares and there are no down round protection
features contained in the contracts. Since the convertible notes
achieved the conventional convertible exemption, the Company was
required to consider whether the hybrid contracts embody a
beneficial conversion feature. The calculation of the effective
conversion amount did result in a beneficial conversion
feature.
The
following tables reflect the aggregate allocation as of December
31:
|
|
|
Face
value of convertible notes payable
|
$
3,000
|
-
|
Beneficial
conversion feature
|
(1,401
)
|
-
|
Carrying
value
|
$
1,599
|
-
|
|
|
|
|
|
|
Face
value of convertible notes payable, related parties
|
$
29,200
|
-
|
Beneficial
conversion feature
|
(7,588
)
|
-
|
Carrying
value
|
$
21,612
|
-
|
|
|
|
Face
value of notes payable
|
$
105,000
|
$
180,000
|
Beneficial
conversion feature
|
(14,943
)
|
(35,844
)
|
Carrying
value
|
$
90,057
|
$
144,156
|
The
discounts on the convertible notes arose from the allocation of
basis to the beneficial conversion feature. The discount is
amortized through charges to interest expense over the term of the
debt agreement. For the twelve months ended December 31, 2018 and
2017, the Company recorded interest expense related to the
amortization of debt discounts in the amount of approximately
$139,000 and $80,600, respectively.
At
December 31, 2018 and 2017, combined accrued interest on the
convertible notes payable, notes payable and stockholder loans was
$268,863 and $220,732, respectively, and included in accounts
payable and accrued expenses on the accompanying balance
sheets.
During
the year ended December 31, 2018, the Company issued 16,100,000
shares of the Company’s restricted common stock as loan
origination fees on certain convertible notes payable and notes
payable. The fair value of these shares was determined on the
execution debt of the related loan and totaled $18,430 which was
recorded as a discount and amortized into interest expense over the
related debt. The discount was fully amortized as of December 31,
2018.
An
individual who is both related to the Company’s CEO and a
member of the Company’s Board of Directors agreed to defer
the maturity dates for purposes of the payment financing fees in
the form of shares of the Company’s restricted stock that the
Company would have to pay to the related note holder due to 4
separate promissory notes that went into default during the year
ended December 31, 2018. The related party note holder is entitled
to receive a total of 7,200,000 shares of the Company’s
restricted common stock as financing fees for Company defaulting on
repaying the 4 promissory notes, however the related party note
holder agreed to defer the penalty date for the shares to be owed
to him until May 1, 2019. The related party note holder also agreed
to defer any increase in the interest rate for any of his notes
that went into default during the year ended December 31, 2018
until May 1, 2019.
Convertible Notes Payable and Notes Payable Issued in
2018
During
the year ended December 31, 2018, the Company entered into the
following Convertible Notes Payable and Notes Payable
Agreements:
In
January of 2018, the Company entered into a convertible promissory
note agreement in the amount of $12,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before January 9, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0006 per
share.
In
January of 2018, the Company entered into a promissory note
agreement in the amount of $25,000 with a related party. This note
pays interest at a rate of 6% per annum and the principal and
accrued interest were due on or before March 2, 2018. The related
party lender received 2,000,000 shares of the Company’s
restricted common stock as a loan origination fee. The Company
agreed that if the note was not repaid in full by March 2, 2018
then the interest rate on the note would increase to 10% after that
date until the note is paid in full and the Company would be
obligated to pay an additional 1,000,000 shares of the Company
restricted common stock to the related party lender. This note was
repaid and the balance owed at December 31, 2018 was
$0.
In
February of 2018, the Company entered into a convertible promissory
note agreement in the amount of $6,000 with an individual. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before November 7, 2018. The note is
unsecured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.0006 per
share. This note is currently in default due to non payment of
principal and interest.
In
February of 2018, the Company entered into a promissory note
agreement in the amount of $1,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 9, 2018. This note was repaid and the balance
owed at December 31, 2018 was $0.
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $6,000 with an individual. This
note pays interest at a rate of 6% per annum and the principal and
accrued interest is due on or before September 6, 2018. The lender
received 500,000 shares of the Company’s restricted common
stock as a loan origination fee. The note is unsecured. This note
is currently in default due to non payment of principal and
interest.
In
March of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before April 15, 2018. The lender received
5,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is
unsecured.
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May14, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 4, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 11, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 15, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee and a $1,250 financing fee. This note was
repaid and the balance owed at December 31, 2018 was
$0.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $40,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 4, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is unsecured. The
Company repaid principal balance of $18,500 and the principal
balance owed was $21,500 at December 31, 2018.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before August 30, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before July 8, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $3,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $500 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
August of 2018, the Company entered into a promissory note
agreement in the amount of $1,000 with an individual. This note
pays interest at a rate of 6% per annum and the principal and
accrued interest were due on or before September 21, 2018. The
lender received 100,000 shares of the Company’s restricted
common stock as a loan origination fee. This note is currently in
default due to non payment of principal and interest. The note is
unsecured.
In
August of 2018, the Company entered into a convertible promissory
note agreement in the amount of $2,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before February 27, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
October of 2018, the Company entered into a promissory note
agreement in the amount of $10,000 with an individual. This note
pays interest at a rate of 1% per annum and the principal and
accrued interest were due on or before October 9, 2018. The lender
received 500,000 shares of the Company’s restricted common
stock as a loan origination fee. This note was repaid and the
balance owed at December 31, 2018 was $0.
In
October of 2018, the Company entered into a convertible promissory
note agreement in the amount of $1,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 2, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0008 per share. This
note is currently in default due to non payment of principal and
interest.
In
October of 2018, the Company entered into a convertible promissory
note agreement in the amount of $4,200 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 23, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0008 per
share.
In
October of 2018, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before April 29, 2019. The note is
unsecured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.0006 per
share. This note is currently in default due to non payment of
principal and interest.
In
November of 2018, the Company entered into a convertible promissory
note agreement in the amount of $2,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May 7, 2019. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0008 per share.
In
November of 2018, the Company entered into a convertible promissory
note agreement in the amount of $8,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May 7, 2019. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0008 per share.
Note Conversions
During
the year ended December 31, 2018, two different lenders converted
their outstanding principal and accrued interest into shares of the
Company’s common stock. Upon these conversions, the Company
issued an aggregate of 16,759,497 for $18,546 of principal balance
and $930 of accrued interest.
Shareholder Loans
At
December 31, 2018, the Company had eight loans outstanding to its
CEO totaling $6,548, consisting of a loan in the amount of $468
with a 6% annual rate of interest, a loan in the amount of $1,500
at 2% rate of interest and an option to convert the loan into
restricted shares of the Company’s common stock at $0.0005,
and the remaining six loans of $4,580 at 1% rate of
interest.
Convertible Notes Payable and Notes Payable, in
Default
As of
the date of this filing a total of $831,800 convertible notes
payable and notes payable are considered to be in default. Of this
amount $374,500 is with related parties. Certain convertible notes
payable and notes payable that are not paid upon maturity require
the Company to issue restricted common stock as a penalty for
nonpayment. During the year ended December 31, 2018, the Company
issued 36,000,000 and as 10,000,000 shares to be issued of
restricted common stock due to this nonpayment penalty and recorded
additional interest expense of $59,400 for the fair value of the
common stock shares determined on the date of
issuance.
The
Company does not have additional sources of debt financing to
refinance its convertible notes payable and notes payable that are
currently in default. If the Company is unable to obtain additional
capital, such lenders may file suit, including suit to foreclose on
the assets held as collateral for the obligations arising under the
secured notes. If any of the lenders file suit to foreclose on the
assets held as collateral, then the Company may be forced to
significantly scale back or cease its operations which would more
than likely result in a complete loss of all capital that has been
invested in or borrowed by the Company. The fact that the Company
is in default of several promissory notes held by various lenders
makes investing in the Company or providing any loans to the
Company extremely risky with a very high potential for a complete
loss of capital.
The
convertible notes that have been issued by the Company are
convertible at the lender’s option. These convertible notes
represent significant potential dilution to the Company’s
current shareholders as the convertible price of these notes is
generally lower than the current market price of the
Company’s shares. As such when these notes are converted into
shares of the Company’s common stock there is typically a
highly dilutive effect on current shareholders and it’s very
possible that such dilution may significantly negatively affect the
trading price of the Company’s common stock.
NOTE 9 – MATERIAL AGREEMENTS
Agreement to Explore a Shipwreck Site Located off of Brevard
County, Florida
In
March of 2014, Seafarer entered into a partnership and ownership
with Marine Archaeology Partners, LLC, with the formation of
Seafarer’s Quest, LLC. Such LLC was formed in the State of
Florida for the purpose of permitting, exploration and recovery of
artifacts from a designated area on the east coast of Florida. Such
site area is from a defined, contracted area by a separate entity,
which a portion of such site is designated from a previous
contracted holding through the State of Florida. Under such
agreement, Seafarer is responsible for costs of permitting,
exploration and recovery, and is entitled to 60% of such artifact
recovery. Seafarer has a 50% ownership, with designated management
of the LLC coming from Seafarer.
Florida Division of Historical Resources
Agreements/Permits
The
Company successfully renewed its permits for both Areas 1 and 2 for
the Melbourne Beach site. The Area 2 permit was renewed on January
14, 2019 for a period of three years. The Area 1 permit was renewed
on March 1, 2019 for a period of three years.
Federal Admiralty Judgement
As
previously noted on its form 8-K filed on November 22, 2017,
Seafarer was granted, through the United States District Court for
the Southern District of Florida, a final judgment for its federal
admiralty claim on the Juno Beach shipwreck
site.
Agreement with Probability and Statistics, Inc.
Seafarer
acquired a 1% ownership position in Probability and Statistics,
Inc. (P&S) for an exchange of shares of Seafarer’s
restricted common stock (See Note 5).
Certain Other Agreements
In
February of 2018, the Company entered into an agreement with an
individual to join the Company’s advisory council. Under the
terms of the advisory council agreement the advisor agreed to
provide various advisory services to the Company, including making
recommendations for both the short term and the long term business
strategies to be employed by the Company, monitoring and assessing
the Company's business and to advise the Company’s Board of
Directors with respect to an appropriate business strategy on an
ongoing basis, commenting on proposed corporate decisions and
identifying and evaluating alternative courses of action, making
suggestions to strengthen the Company's operations, identifying and
evaluating external threats and opportunities to the Company,
evaluating and making ongoing recommendations to the Board with
respect to the Company's business, and providing such other
advisory or consulting services as may be appropriate from time to
time. The term of the advisory council agreements is for one year.
In consideration for the performance of the advisory services, the
Company agreed to issue the advisor 4,250,000 shares of the
Company’s restricted common stock valued at approximately
$4,250. Per the terms of the agreement the shares vest at a rate of
1/12th of the amount per month over the term of the
agreement. If the advisor or the Company terminates the
advisory council agreement prior to the expiration of the one year
term, then the advisor has agreed to return to the Company for
cancellation any portion of the shares that have not vested. Under
the advisory council agreements, the Company has agreed to
reimburse the advisor for preapproved expenses.
In
February of 2018, the Company entered into a consulting agreement
with a consultant to advise the Company regarding certain
technologies. The Company issued 1,000,000 shares of its restricted
common stock to the consultant for the services. The consultant
agreed that all work performed under the agreement including
business and strategic plans and proposals works-made-for-hire
under U.S. copyright law and such works shall be the property of
the Company.
In
February of 2018, the Company entered into a subscription agreement
to sell 10,000,000 shares of restricted common stock to two
individuals in exchange for proceeds of $25,000. The Company also
agreed that the purchaser will be entitled to receive $125,000 of
treasure of their choice after both the Company has recovered a
minimum of $1,750,000 of artifacts/treasure and the State of
Florida has received its full share of treasure per any permits or
agreements. The purchaser will have the right to convert up to a
maximum of $125,000 worth of treasure that they have received into
shares of the Company’s restricted common stock at a discount
of 10% of the average trading price of the Company’s common
stock of the previous five days closing price provided that the
Company’s common stock is trading at or above $0.04 by
providing a written notice to the Company. The conversion option
will expire eighteen months after the Company first locates a
minimum of $1,750,000 worth of treasure. The value of any treasure
recovered will be determined by a mutually agreed upon third party
who is a recognized expert in the valuation of historic
artifacts.
In
March of 2018, the Company entered into an agreement with a
corporation to join the Company’s advisory council. Under the
terms of the advisory council agreement the advisor agreed to
provide various advisory services to the Company, including making
recommendations for both the short term and the long term business
strategies to be employed by the Company, monitoring and assessing
the Company's business and to advise the Company’s Board of
Directors with respect to an appropriate business strategy on an
ongoing basis, commenting on proposed corporate decisions and
identifying and evaluating alternative courses of action, making
suggestions to strengthen the Company's operations, identifying and
evaluating external threats and opportunities to the Company,
evaluating and making ongoing recommendations to the Board with
respect to the Company's business, and providing such other
advisory or consulting services as may be appropriate from time to
time. The term of the advisory council agreements is for one year.
In consideration for the performance of the advisory services, the
Company agreed to issue the advisor 4,000,000 shares of the
Company’s restricted common stock valued at approximately
$3,600. Per the terms of the agreement the shares vest at a rate of
1/12th of the amount per month over the term of the agreement. If
the advisor or the Company terminates the advisory council
agreement prior to the expiration of the one year term, then the
advisor has agreed to return to the Company for cancellation any
portion of the shares that have not vested. Under the advisory
council agreements, the Company has agreed to reimburse the advisor
for preapproved expenses.
In
April of 2018, the Company extended the term of a previous
agreement with two individuals who are related to the
Company’s CEO tocontinue serving as members of the
Company’s Board of Directors. Under the agreement, the
Directors agreed to provide various services to the Company
including making recommendations for both the short term and the
long term business strategies to be employed by the Company,
monitoring and assessing the Company's business and to advise the
Company’s Board of Directors with respect to an appropriate
business strategy on an ongoing basis, commenting on proposed
corporate decisions and identifying and evaluating alternative
courses of action, making suggestions to strengthen the Company's
operations, identifying and evaluating external threats and
opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect for one year and may be
terminated by either the Company or the Director by providing
written notice to the other party. The agreement also terminates
automatically upon the death, resignation or removal of the
Directors. Under the terms of the agreement, the Company agreed to
compensate the individuals via payment of 23,000,000 restricted
shares of its common stock each, a total of 46,000,000 shares, and
to negotiate future compensation on a year-by-year basis. The
Company also agreed to reimburse the individuals for preapproved
expenses.
In
April of 2018, the Company paid one of its consultants 22,833,000
of its restricted common stock in lieu of $15,983 cash for various
technology consulting services and research into certain
technologies for use in the Company’s
operations.
In
April of 2018, the Company issued 25,000,000 shares of restricted
common stock to one of its consultants. The Company believes that
the consultant has provided services at below market rates of
compensation and on favorable terms to the Company, including a
willingness to defer being paid cash for services for periods of
time. The shares were paid both as a partial adjustment to more
fairly compensate the consultant and as a bonus and inducement for
the consultant to continue to provide services to the Company under
terms that are favorable to the Company.
In
April of 2018, the Company issued 1,500,000 shares of restricted
common stock to one of its consultants. The Company believes that
the consultant has provided services at below market rates of
compensation and on favorable terms to the Company, including a
willingness to defer being paid cash for services for periods of
time. The shares were paid both as a partial adjustment to more
fairly compensate the consultant and as a bonus and inducement for
the consultant to continue to provide services to the Company under
terms that are favorable to the Company.
In
April of 2018, the Company issued a consultant 8,000,000 shares of
restricted common stock for providing various project management
services related to the Company’s shipwreck exploration and
recovery services. The Company believes that the consultant
has provided services at below market rates of compensation and on
favorable terms to the Company, including a willingness to defer
being paid cash for services for periods of time. The shares were
paid both as a partial adjustment to more fairly compensate the
consultant and as a bonus and inducement for the consultant to
continue to provide services to the Company under terms that are
favorable to the Company.
In
April of 2018, the Company entered into agreements with six
separate individuals to either join or rejoin the Company’s
advisory council. Under the advisory council agreements all of the
advisors agreed to provide various advisory services to the
Company, including making recommendations for both the short term
and the long term business strategies to be employed by the
Company, monitoring and assessing the Company's business and to
advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect to the Company's
business, and providing such other advisory or consulting services
as may be appropriate from time to time. The term of each of the
advisory council agreements is for one year. In consideration for
the performance of the advisory services, the Company agreed to
issue the advisors shares of the Company’s restricted common
stock including 5,000,000 to one of the advisors, 4,000,000 shares
each to three of the advisors, 2,000,000 shares to one of the
advisors, and 1,000,000 shares to one of the advisors, an aggregate
total of 20,000,000 restricted shares. According to the agreements
each of the advisors’ shares vest at a rate of 1/12 th of the
amount per month over the term of the agreement. If any of the
advisors or the Company terminates the advisory council agreements
prior to the expiration of the one year terms, then each of the
advisors whose agreement has been terminated has agreed to return
to the Company for cancellation any portion of their shares that
have not vested. Under the advisory council agreements, the Company
has agreed to reimburse the advisors for pre approved
expenses.
In
April of 2018, the Company agreed to provide to an individual who
had previously joined the Company’s advisory council an
additional 5,000,000 shares of restricted common stock for
extending the advisory council agreement and for efforts above and
beyond the services agreed to in the original advisory council
agreement.
In
April of 2018, the Company entered into a consulting agreement with
an individual for the purpose of contract management in the fields
of film and media. Under the terms of the agreement the Company
issued 500,000 shares of its restricted common stock to the
consultant for services. The Company also agreed to reimburse the
consultant for pre-approved expenses incurred in conjunction with
the performance of the services.
In
April of 2018, the Company entered into a consulting agreement with
a consultant to advise the Company regarding certain technologies.
The Company issued 2,000,000 shares of its restricted common stock
to the consultant for the services. The consultant agreed that all
work performed under the agreement including business and strategic
plans and proposals works-made-for-hire under U.S. copyright law
and such works shall be the property of the Company.
In
April of 2018, the Company entered extend a previous consulting
agreement with an individual for the purpose of contract management
in the fields of film and media. Under the terms of the agreement
the Company issued 3,500,000 million shares of its restricted
common stock to the consultant for services. The Company also
agreed to reimburse the consultant for pre-approved expenses
incurred in conjunction with the performance of the
services.
In
April of 2018, the Company entered into a consulting agreement with
a consultant to advise the Company regarding certain technology
strategies with regards to the Company’s business. The
Company issued 2,000,000 shares of its restricted common stock to
the consultant for the services. The consultant agreed that all
work performed under the agreement including business and strategic
plans and proposals works-made-for-hire under U.S. copyright law
and such works shall be the property of the Company.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its archeological consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its independent contractors involved in its diving
operations.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its business advisory consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its business advisory consultants.
In June
of 2018, the Company agreed to issue 500,000 shares as a bonus to
one of its advisory council members.
In June
of 2018, the Company entered into a consulting agreement with a
consultant to advise the Company regarding certain technologies.
The Company issued 6,000,000 shares of its restricted common stock
to the consultant for the services. The consultant agreed that all
work performed under the agreement including business and strategic
plans and proposals are the property of the Company.
In July
of 2018, the Company entered into an assignment of rights agreement
under which an individual agreed to assign all of the patent
rights, including right, title and interest to an original
inventive concept for a system for detecting precious metals buried
beneath the ocean floor to the Company.
In July
of 2018 the Company entered into an independent contractor
agreement with an individual for social media and website
management. Under the terms of the agreement the Company agreed to
pay $25,000 and issue 5,000,000 shares of restricted common stock
to the independent contractor for the services. Additionally the
Company agreed to pay an additional 1,500,000 shares and $1,500 per
month until the fee is paid in full and reimburse the independent
contractor for pre approved expenses. The agreement is effective
until the services are completed as determined by the Company.
During the year ended December 31, 2018, the Company issued the
independent contractor a total of 12,500,000 share its restricted
common stock in conjunction with the independent contractor
agreement.
In
August of 2018 the Company agreed to issue 60,000,000 shares of its
restricted common stock to a private corporation under a share
exchange agreement (see Note 5, Investment in Probability and
Statistics, Inc.).
In
September of 2018 the Company entered into an independent
contractor agreement with a limited liability company for
technology development services. Under the terms of the agreement
the Company agreed to pay $1,500 per month and reimburse the
independent contractor for pre approved expenses. The agreement is
effective until the services are completed as determined by the
Company.
In
October of 2018 the Company issued a total of 6,000,000 shares of
its restricted common stock to a consultant for business consulting
services for government contracting.
During
the year ended December 31, 2018 the Company issued 45,000,000
total shares of its restricted common stock to the holder of a
promissory note dated March 7, 2018 as a financing fee for not
repaying the loan.
In
October of 2018, the Company entered into an agreement with two
individuals to join the its Board of Directors. Under the
agreement, the Directors agreed to provide various services to the
Company including making recommendations for both the short term
and the long term business strategies to be employed by the
Company, monitoring and assessing the Company's business and to
advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect for one year and may be
terminated by either the Company or the Directors by providing
written notice to the other party. The agreement also terminates
automatically upon the death, resignation or removal of the
Directors. Under the terms of the agreement, the Company agreed to
compensate the individuals via payment of 20,000,000 restricted
shares of its common stock each, an aggregate total of 40,000,000
shares, and to negotiate future compensation on a year-by-year
basis. The Company also agreed to reimburse the individuals for
preapproved expenses.
In
November of 2018, the Company paid one of its consultants
36,363,363 shares of its restricted common stock valued at $47,272
to settle an invoice for various technology consulting services and
research of design of certain technologies for use in the
Company’s operations.
In
November of 2018, the Company paid one of its independent
contractors 6,942,857 shares of its restricted common stock to
settle invoices in the amount of $4,860 for services rendered for
the Company’s dive operations. These shares were not yet
issued as of December 31, 2018.
In
December of 2018, the Company paid one of its consultants 9,875,000
shares of its restricted common as payment for business consulting
and advisory services.
In
December of 2018 the Company issued a total of 10,250,000 shares of
restricted common stock to six independent contractors who provide
various services relating to the Company’s diving operations.
The shares were issued as retention bonuses as well to induce the
consultants to continue to provide services on favorable terms to
the Company.
In
December of 2018, the Company issued 5,000,000 shares of restricted
common stock to one of its consultants who provides various
strategic and business consulting services, assistance with
financial reporting, IT management and administrative services. The
Company believes that the consultant has provided services at below
market rates of compensation and on favorable terms to the Company,
including a willingness to defer being paid cash for services for
periods of time. The shares were paid both as a partial adjustment
to more fairly compensate the consultant and as a bonus and
inducement for the consultant to continue to provide services to
the Company under terms that are favorable to the
Company.
In
December of 2018, the Company issued 1,000,000 shares of restricted
common stock to one of its consultants who provides administrative
support and business consulting services. The Company believes that
the consultant has provided services at below market rates of
compensation and on favorable terms to the Company, including a
willingness to defer being paid cash for services for periods of
time. The shares were paid both as a partial adjustment to more
fairly compensate the consultant and as a bonus and inducement for
the consultant to continue to provide services to the Company under
terms that are favorable to the Company.
In
December of 2018, the Company issued 2,000,000 shares of restricted
common stock to one of its consultants who provides various
accounting and business consulting services. The Company believes
that the consultant has provided on favorable terms to the Company,
including a willingness to defer being paid cash for services for
periods of time. The shares were paid both as a partial adjustment
to more fairly compensate the consultant and as a bonus and
inducement for the consultant to continue to provide services to
the Company under terms that are favorable to the
Company.
In
December of 2018, the Company issued 1,000,000 shares of restricted
common stock to one of its vendors who provides Edgar filing
services. The Company believes that the vendor has provided on
favorable terms to the Company, including a willingness to defer
being paid cash for services for periods of time. The shares were
paid both as a partial adjustment to more fairly compensate the
consultant and as a bonus and inducement for the consultant to
continue to provide services to the Company under terms that are
favorable to the Company.
In
December of 2018, the Company entered into an agreement with an
individual to join the Company’s advisory council. Under the
advisory council agreement the advisor agreed to provide various
advisory services to the Company, including making recommendations
for both the short term and the long term business strategies to be
employed by the Company, monitoring and assessing the Company's
business and to advise the Company’s Board of Directors with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions and identifying and
evaluating alternative courses of action, making suggestions to
strengthen the Company's operations, identifying and evaluating
external threats and opportunities to the Company, evaluating and
making ongoing recommendations to the Board with respect to the
Company's business, and providing such other advisory or consulting
services as may be appropriate from time to time. The term of each
of the advisory council agreement is for one year. In consideration
for the performance of the advisory services, the Company agreed to
issue the advisor 2,000,000 shares of restricted common stock.
According to the agreements the advisor’s shares vest at a
rate of 166,667 shares per month over the term of the agreement. If
the advisor or the Company terminates the advisory council
agreement prior to the expiration of the one year term, the advisor
has agreed to return to the Company for cancellation any portion of
the shares that have not vested. Under the advisory council
agreement, the Company has agreed to reimburse the advisor for pre
approved expenses.
During the year ended December 31, 2018 the Company issued a total
of 45,000,000 shares of its restricted common stock valued at
$58,850 to the holder of a promissory note dated March 7, 2018 as a
financing fee for non payment of the loan’s principal
balance. At December 31, 2018 10,000,000 shares of common stock
remain to be issued.
The
Company has an informal consulting agreement with a limited
liability company that is owned and controlled by a person who is
related to the Company’s CEO to pay the related party
consultant a minimum of $3,000 per month to periodically provide
general business consulting and assessing the Company's business
and to advise management with respect to an appropriate business
strategy on an ongoing basis, commenting on proposed corporate
decisions, perform background research including background checks
and provide investigative information on individuals and companies
as requested by the Company and to assist, when needed, as an
administrative specialist to perform various administrative duties
and clerical services including reviewing the Company’s
agreements and books and records. The consultant provides the
services on an as needed basis. The services are provided under the
direction and supervision of the Company’s CEO. During the
year ended December 31, 2018 the Company paid the related party
limited liability consultant $39,100. At December 31, 2018
the Company owed the related party limited liability company
$11,150 for services rendered.
The
Company has an ongoing agreement with a limited liability company
that is owned and controlled by a person who is related to the
Company’s CEO to provide stock transfer agency services.
During the year ended December 31, 2018 the Company paid the
related party limited liability consultant $400. At December 31,
2018 the Company owed the related party limited liability company
$4,385 for services rendered.
The
Company has an agreement to pay an individual a minimum monthly fee
of $2,500 per month for archeological consulting
services.
The
Company has an informal consulting agreement to pay an individual a
minimum of $5,000 per month for business advisory, strategic
planning and consulting services, assistance with financial
reporting, IT management, and administrative services. The Company
also agreed to reimburse the consultant for expenses. The agreement
may be terminated by the Company or the consultant at any
time.
During the year ended December 31, 2018, the company issued an
aggregate total of 280,071,363 shares of its restricted common
stock and has 6,942,857 shares to be issued valued at $319,100 for
services.
NOTE 9 – LEGAL PROCEEDINGS
On June 18, 2013, Seafarer began litigation against Tulco
Resources, LLC, in a lawsuit filed in the Circuit Court in and for
Hillsborough County, Florida. Such suit was filed for against Tulco
based upon for breach of contract, equitable relief and injunctive
relief. Tulco was the party holding the rights under a permit to a
treasure site at Juno Beach, Florida. Tulco and Seafarer had
entered into contracts in March 2008, and later renewed under an
amended agreement on June 11, 2010. Such permit was committed to by
Tulco to be an obligation and contractual duty to which they would
be responsible for payment of all costs in order for the permit to
be reissued. Such obligation is contained in the agreement of March
2008 which was renewed in the June 2010 agreement between Seafarer
and Tulco. Tulco made the commitment to be responsible for payments
of all necessary costs for the gaining of the new permit. Tulco
never performed on such obligation, and Seafarer during the period
of approximately March 2008 and April 2012 had endeavored and even
had to commence a lawsuit to gain such permit which was awarded in
April 2012. Seafarer alleged in its complaint the expenditure of
large amounts of shares and monies for financing and for delays due
to Tulco’s non-performance. Seafarer sought monetary damages
and injunctive relief for the award of all rights held by Tulco to
Seafarer. Seafarer gained a default and final Judgment on such
matter on July 23, 2014. Seafarer is now in position to receive the
renewed permit in Seafarer’s name and rights only, with Tulco
removed per the Order of the Court. On March 4, 2015, the Court
awarded full rights to the Juno sight to Seafarer Exploration,
erasing all rights of Tulco Resources. The Company filed an
Admiralty Claim over such site in the United States District Court.
On October 21, 2016 a hearing on the Admiralty Claim in the United
States District Court for the Southern District of Florida was
held, where the Court Ordered actions to take place for ongoing
admiralty claim. The Court subsequently entered and Order directing
the arrest warrant for such site, and such arrest warrant was
issued by the Clerk of Court. Such arrest warrant was served by the
United States Marshalls Office in Palm Beach, Florida on July 7,
2017. The United States District Court Judge ordered service on the
claim on August 10, 2017. On November 14, 2017, Judge Kenneth Marra
of the United States District Court awarded Seafarer all rights as
the sole owner of the sunken vessel and any items on such
site.
On
September 3, 2014, the Company filed a lawsuit against Darrel
Volentine, of California. Mr. Volentine was sued in two counts of
libel per se under Florida law, as well as a count for injunction
against the Defendant to exclude and prohibit internet postings.
Such lawsuit was filed in the Circuit Court in Hillsborough County,
Florida. Such suit is based upon internet postings on
www.investorshub.com
.
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.
NOTE 10 – RELATED PARTY TRANSACTIONS
During
the years ended December 31, 2018 and 2017 the Company has had
extensive dealings with related parties:
In
January of 2017, the Company entered into a convertible promissory
note agreement in the amount of $5,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before March 12, 2017. The Company paid the related party
lender a loan origination fee of 1,000,000 shares of its restricted
common stock. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0005 per share. This note is
currently in default due to non payment of principal and
interest.
In
February of 2017, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before August 14, 2017. The note is not secured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.00075 per
share. The related party lender received 33,333,333
warrants to purchase shares of the Company’s common stock at
a price of $0.005.
This
note is currently in default due to non payment of principal and
interest.
In
February of 2017, the Company extended the term of a previous
agreement with two individuals who are related to the
Company’s CEO to continue serving as a member of the
Company’s Board of Directors. Under the agreement, the
Director agreed to provide various services to the Company
including making recommendations for both the short term and the
long term business strategies to be employed by the Company,
monitoring and assessing the Company's business and to advise the
Company’s Board of Directors with respect to an appropriate
business strategy on an ongoing basis, commenting on proposed
corporate decisions and identifying and evaluating alternative
courses of action, making suggestions to strengthen the Company's
operations, identifying and evaluating external threats and
opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect for one year and may be
terminated by either the Company or the Director by providing
written notice to the other party. The agreement also terminates
automatically upon the death, resignation or removal of the
Directors. Under the terms of the agreement, the Company agreed to
pay the Director 20,000,000 restricted shares of its common stock
each, 40,000,000 total shares, and to negotiate future compensation
on a year-by-year basis. The Company also agreed to reimburse the
Directs or for preapproved expenses.
In
March of 2017, the Company repaid $4,000 to its CEO in order to
repay a portion of the principal balance of a loan the CEO had
previously provided to the Company.
In
April of 2017, the Company repaid $2,000 to its CEO in order to
repay a portion of the principal balance of a loan the CEO had
previously provided to the Company.
In May
of 2017, the Company repaid $2,000 to its CEO in order to repay a
portion of the principal balance of a loan the CEO had previously
provided to the Company.
In July
of 2017, the Company’s CEO provided a loan to the Company in
the amount of $2,600. The loan pays interest at the rate of 1% per
annum. The loan was due on or before October 12, 2017.
In July
of 2017, the Company’s CEO provided a loan to the Company in
the amount of $3,000. The loan pays interest at the rate of 1% per
annum. The loan was due on or before July 13, 2017.
In
August of 2017, the Company’s CEO provided a loan to the
Company in the amount of $500. The loan pays interest at the rate
of 1% per annum. The loan was due on or before August 25,
2017.
In
August of 2017, the Company’s CEO provided a loan to the
Company in the amount of $400. The loan pays interest at the rate
of 1% per annum. The loan was due on or before August 25,
2017.
In
August of 2017, the Company entered into a promissory note
agreement in the amount of $2,500 with a related party. This loan
paid interest at a rate of 6% per annum and the principal and
accrued interest were due on or before August 16, 2017. The related
party lender received 250,000 shares of the Company’s
restricted common stock as a loan origination fee. This note is
currently in default due to non payment of principal and
interest.
In
August of 2017, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual who is
both a related to party and a member of the Company’s Board
of Directors. This loan pays interest at a rate of 6% per annum and
the principal and accrued interest was due on or before September
16, 2017. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.0008 per share. This note is currently in
default due to non payment of principal and interest.
In
October of 2017, the Company entered into a promissory note
agreement in the amount of $2,500 with a related party. This loan
paid interest at a rate of 6% per annum and the principal and
accrued interest were due on or before October 23, 2017. The
related party lender received 200,000 shares of the Company’s
restricted common stock as a loan origination fee. This note is
currently in default due to non payment of principal and
interest.
In
November of 2017, the Company entered into a promissory note
agreement in the amount of $26,250 with a related party. This loan
paid interest at a rate of 6% per annum and the principal and
accrued interest were due on or before December 2, 2017. The
related party lender received 2,000,000 shares of the
Company’s restricted common stock as a loan origination fee.
This note is currently in default due to non payment of principal
and interest.
During the year ended December 31,
2017 the Company had an informal agreement with a limited liability
company that is owned and controlled by a person who is related to
the Company’s CEO to pay the related party consultant a
minimum of $3,000 per month to provide general business consulting
and assessing the Company's business and to advise management with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions, perform period
background research including background checks and provide
investigative information on individuals and companies and to
assist, when needed, as an administrative specialist to perform
various administrative duties and clerical services including
reviewing the Company’s agreements and books and records.
During the year ended December 31, 2017 the Company paid related
party limited liability Company $46,000. The consultant provides
the services under the direction and supervision of the
Company’s CEO.
During
the year ended December 31, 2017 the Company had an ongoing
agreement with a limited liability company that is owned and
controlled by a person who is related to the Company’s CEO to
provide stock transfer agency services. During the year ended
December 31, 2017 the Company paid the related party transfer
agency $8,561.
In
January of 2018, the Company entered into a convertible promissory
note agreement in the amount of $12,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest is due
on or before January 9, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0006 per
share.
In
January of 2018 the Company repaid $26,250 or principal and $505 of
accrued interest to a related party lender in order to satisfy a
convertible promissory note. At December 31, 2018 the principal
balance of the note was $0.
In
January of 2018, the Company entered into a promissory note
agreement in the amount of $25,000 with a related party. This note
pays interest at a rate of 6% per annum and the principal and
accrued interest were due on or before March 2, 2018. The related
party lender received 2,000,000 shares of the Company’s
restricted common stock as a loan origination fee. The Company
agreed that if the note was not repaid in full by March 2, 2018
then the interest rate on the note would increase to 10% after that
date until the note is paid in full and the Company would be
obligated to pay an additional 1,000,000 shares of the Company
restricted common stock to the related party lender. This note was
repaid and the balance owed at December 31, 2018 was
$0.
In
February of 2018, the Company entered into a promissory note
agreement in the amount of $1,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 9, 2018. This note is currently in default due
to non payment of principal and interest. The note is
unsecured.
In
March of 2018, the Company’s CEO provided a loan to the
Company in the amount of $500. The loan pays interest at the rate
of 1% per annum. The loan was due on or before April 6, 2018. This
loan is currently in default due to non payment of principal and
interest.
In
March of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This note pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May14, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $3,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 4, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In
April of 2018, the Company extended the term of a previous
agreement with two individuals who are related to the
Company’s CEO tocontinue serving as members of the
Company’s Board of Directors. Under the agreement, the
Directors agreed to provide various services to the Company
including making recommendations for both the short term and the
long term business strategies to be employed by the Company,
monitoring and assessing the Company's business and to advise the
Company’s Board of Directors with respect to an appropriate
business strategy on an ongoing basis, commenting on proposed
corporate decisions and identifying and evaluating alternative
courses of action, making suggestions to strengthen the Company's
operations, identifying and evaluating external threats and
opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect for one year and may be
terminated by either the Company or the Director by providing
written notice to the other party. The agreement also terminates
automatically upon the death, resignation or removal of the
Directors. Under the terms of the agreement, the Company agreed to
compensate the individuals via payment of 23,000,000 restricted
shares of its common stock each, a total of 46,000,000 shares, and
to negotiate future compensation on a year-by-year basis. The
Company also agreed to reimburse the individuals for preapproved
expenses.
In
April of 2018, the Company’s CEO provided a loan to the
Company in the amount of $400. The loan pays interest at the rate
of 1% per annum. The loan was due on or before May 4,
2018.
In
April of 2018, the Company entered into a convertible promissory
note agreement in the amount of $25,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before June 11, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per share. This
note is currently in default due to non payment of principal and
interest.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 15, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee and a $1,250 financing fee. This note was
repaid and the balance owed at December 31, 2018 was
$0.
In
April of 2018, the Company entered into a promissory note agreement
in the amount of $25,000 with an individual. This note pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before May 4, 2018. The lender received
4,000,000 shares of the Company’s restricted common stock as
a loan origination fee. This note is currently in default due to
non payment of principal and interest. The note is
unsecured.
In
April of 2018 the Company repaid $25,000 of principal and $479 of
accrued interest to a related party lender in order to satisfy a
convertible promissory note. At December 31, 2018 the principal
balance of the note was $0.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before July 8, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In May
of 2018, the Company repaid $440 in principal plus $3 in accrued
interest to its CEO in order to repay a loan the CEO had previously
provided to the Company. The loan balance at December 31, 2018 was
$0.
In May
of 2018, the Company repaid $500 in principal plus $4 in accrued
interest to its CEO in order to repay a loan the CEO had previously
provided to the Company. The loan balance at December 31, 2018 was
$0.
In May
of 2018, the Company’s CEO provided a loan to the Company in
the amount of $4,000. The loan pays interest at the rate of 1% per
annum. This loan was repaid and the balance owed at December 31,
2018 was $0.
In May
of 2018, the Company repaid $400 in principal plus $1 in accrued
interest to its CEO in order to repay a loan the CEO had previously
provided to the Company. The loan balance at December 31, 2018 was
$0.
In May
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $25,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before August, 2018. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0007 per share. This note is currently
in default due to non payment of principal and
interest.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $3,000 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 12, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
In June
of 2018, the Company’s CEO provided a loan to the Company in
the amount of $200. The loan pays interest at the rate of 1% per
annum. The loan was due on or before July 14, 2018.
In June
of 2018, the Company entered into a convertible promissory note
agreement in the amount of $500 with an individual who is both
related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before September 20, 2018. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
In July
of 2018, the Company’s CEO provided a loan to the Company in
the amount of $800. The loan pays interest at the rate of 1% per
annum. The loan was due on or before August 11, 2018. This loan is
currently in default due to non payment of principal and
interest.
In July
of 2018, the Company’s CEO provided a loan to the Company in
the amount of $480. The loan pays interest at the rate of 1% per
annum. The loan was due on or before August 19, 2018. This loan is
currently in default due to non payment of principal and
interest.
In
August of 2018, the Company entered into a convertible promissory
note agreement in the amount of $2,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before February 27, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0007 per
share.
In
September of 2018, the Company’s CEO provided a loan to the
Company in the amount of $600. The loan pays interest at the rate
of 1% per annum. The loan was due on or before October 10, 2018.
This loan is currently in default due to non payment of principal
and interest.
In
October of 2018, the Company’s CEO provided a loan to the
Company in the amount of $200. The loan pays interest at the rate
of 1% per annum. The loan was due on or before November, 2018. This
loan is currently in default due to non payment of principal and
interest.
In
October of 2018, the Company entered into a convertible promissory
note agreement in the amount of $1,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 2, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0008 per share. This
note is currently in default due to non payment of principal and
interest.
In
October of 2018, the Company entered into a convertible promissory
note agreement in the amount of $4,200 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before April 23, 2019. The note is unsecured and is
convertible at the lender’s option into shares of the
Company’s common stock at a rate of $0.0008 per
share.
In
November of 2018, the Company’s CEO provided a loan to the
Company in the amount of $150. The loan pays interest at the rate
of 0% per annum. The loan had no maturity date and was repaid prior
to December 31, 2018.
In
November of 2018, the Company entered into a convertible promissory
note agreement in the amount of $2,000 with an individual who is
both related to the Company’s CEO and a member of the
Company’s Board of Directors. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May 7, 2019. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0008 per share.
In
November of 2018, the Company entered into a convertible promissory
note agreement in the amount of $8,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before May 7, 2019. The note is unsecured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0008 per share.
On
various dates during the year ended December 31, 2018 the Company
repaid its CEO a total of $20,568 principal and accrued interest
for various outstanding loans.
During
the year ended December 31, 2018 the Company had an informal
consulting agreement with a limited liability company that is owned
and controlled by a person who is related to the Company’s
CEO to pay the related party consultant a minimum of $3,000 per
month to periodically provide general business consulting and
assessing the Company's business and to advise management with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions, perform background
research including background checks and provide investigative
information on individuals and companies as requested by the
Company and to assist, when needed, as an administrative specialist
to perform various administrative duties and clerical services
including reviewing the Company’s agreements and books and
records. The consultant provides the services on an as needed
basis. The services are provided under the direction and
supervision of the Company’s CEO. During the year ended
December 31, 2018 the Company paid the related party limited
liability consultant $39,100. At December 31, 2018 the Company owed
the related party limited liability company $11,150 for services
rendered.
During
the year ended December 31, 2018, the Company has an ongoing
agreement with a limited liability company that is owned and
controlled by a person who is related to the Company’s CEO to
provide stock transfer agency services. During the year ended
December 31, 2018 the Company paid the related party limited
liability consultant $400. At December 31, 2018 the Company owed
the related party limited liability company $4,385 for services
rendered.
At December 31, 2018 and 2017 the following promissory notes and
convertible promissory notes were outstanding to related
parties:
See
Note 8 convertible notes payable and notes payable - related
parties and related parties in default.
NOTE 11 - SUBSEQUENT EVENTS
Per the
Company’s form 8-K filed on February 19, 2019, on February
15, 2019 the Board of Directors, pursuant to Section 607.0704,
Florida Statutes, with the Board of Directors acting as
shareholders of the Preferred Shares and pursuant to their own
resolution, voted to increase the authorized shares of the
Corporation from 3,900,000,000 common shares to 4,900,000,000
common shares. Such filing was processed to be effective with the
State of Florida on February 15, 2019.
Subsequent
to December 31, 2018 the Company sold or issued shares of its
common stock as follows (
unaudited):
(i)
|
sales
of 381,350,001 shares of common stock, used for general corporate
purposes, working capital and repayment of some debt;
|
(ii)
|
issuance
of 93,220,616 shares of common stock for services;
|
(iii)
|
issuance
of 8,227,795 shares of common stock for conversion and satisfaction
of accounts payable; and
|
(iv)
|
issuance of
15,000,000 shares of common stock for loan financing
fees.
|