SEAFARER EXPLORATION CORP (Form: 10-K, Received: 03/31/2015 17:01:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K

______________

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For year ended December 31, 2014

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SEAFARER EXPLORATION CORP.

(Exact name of registrant as specified in its charter)

Florida	90-0473054
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14497 N. Dale Mabry Highway, Suite 209N, Tampa, Florida 33618

(Address of principal executive offices)(Zip code)

Registrant’s telephone number: (813) 448-3577

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o		Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $17,460,659 as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the OTC:BB reported for such date. Shares of common stock held by each officer and director, and by each person who owns 10% or more of the outstanding common stock, have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 23, 2015 the Registrant had 1,041,796,090 outstanding shares of its common stock, $0.0001 par value.

SEAFARER EXPLORATION CORP.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2.	PROPERTIES	11
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	12

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
ITEM 6.	SELECTED FINANCIAL DATA	15
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 8.	FINANCIAL STATEMENTS	22
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	23
ITEM 9A.	CONTROLS AND PROCEDURES	23
ITEM 9B.	OTHER INFORMATION	24

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	25
ITEM 11.	EXECUTIVE COMPENSATION	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	28
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	31

PART IV
ITEM 15.	EXHIBITS	32
SIGNATURES		33

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

Statements in this Form 10-K under "Item 1. Business", "Item 2. Properties", "Item 3. Legal Proceedings", "Item 7. Management's Discussions and Analysis of Financial Condition and Results of Operations" and elsewhere constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Seafarer Exploration Corp., a company organized under the laws of Florida, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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-K.

The use in this Form 10-K 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 success of the Company is dependent on our efforts and many other factors including, primarily, our ability to raise additional capital.

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 based on 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 historic shipwreck sites 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 or as a result of certain economic and business factors, some of which may be beyond our control.

We disclaim any obligation to subsequently 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.

As used in this Form 10-K, the terms “we,” “us,” “our,” “Seafarer,” and the “Company” mean Seafarer Exploration Corp. unless otherwise indicated.

PART I

Item 1. Business.

Summary

Seafarer Exploration Corp. ("the Company" or "Seafarer"), a Florida Corporation, was incorporated on May 28, 2003. The Company formerly operated under the name Organetix, Inc. (“Organetix”). The Company's principal business plan is to develop the infrastructure to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks.

The exploration and recovery of historic shipwrecks is by nature extremely speculative, and there is a high degree of risk inherent in this type of business venture. The exploration and recovery of historic shipwrecks involves a multi-year, multi stage process and it may take several years and/or be prohibitively expensive to locate and recover valuable artifacts, if any are ever located at all, from historic shipwreck sites. It is possible that the Company will never locate any valuable artifacts from historic shipwreck sites.

There are a number of other significant challenges and risks regarding this type of business venture that make it extremely risky with high potential that the Company could fail. If the Company were to cease its operations, it is likely that there would be complete loss of all capital invested in and/or borrowed by the Company to date.

Change of Control

In June of 2008, Organetix entered into a Share Exchange Agreement with Seafarer Exploration, Inc. (“Seafarer Inc.”), a private company formed under the laws of Florida, and the shareholders of Seafarer, Inc. pursuant to which Organetix agreed to acquire all of the outstanding shares of common stock of Seafarer, Inc. from its shareholders. As consideration for the acquisition of the 18,905,083 shares of Seafarer, Inc., Organetix agreed to issue an aggregate of 131,243,235 shares of Common stock, $0.0001 par value to the Seafarer, Inc. shareholders. Following this transaction, the shareholders of Seafarer, Inc. controlled the majority of the Organetix common stock and Seafarer, Inc.’s management assumed operational and management control of Organetix. As a result, this reverse merger transaction was treated retroactively as a recapitalization with Seafarer, Inc. being treated as the acquirer for accounting purposes.

In July of 2008, Organetix filed a Certificate of Ownership with the Secretary of State of the State of Delaware to merge Seafarer Exploration Corp., a wholly-owned subsidiary, into Organetix. Pursuant to the Certificate of Ownership, Organetix’s Articles of Incorporation were amended to change its name to Seafarer Exploration Corp. Also during 2008, the Company changed its fiscal year end from April 30 to December 31.

No Revenue and Operating Losses

The Company expects to continue to incur significant operating losses and to generate negative cash flows from operating activities while developing the infrastructure necessary for the exploration and recovery of historic shipwreck sites and while actually exploring historic shipwreck sites.

Item 1. Business, continued

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. Based on our historical rate of expenditures, the Company expects to expend its available cash in less than one month from March 31, 2015. 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 would materially and adversely affect its 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 its operations.

General

The Company’s principal business plan is to develop the infrastructure to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks and to actively search for, explore, and recover historic shipwrecks. This type of business venture is extremely speculative in nature and there is a tremendous amount of risk that any capital invested in and/or borrowed by the Company could be lost.

It has been estimated that there are over three million undiscovered shipwrecks around the world and a few of these shipwrecks were lost with verifiable cargoes that contained valuable materials, including artifacts and treasure. However, many of these shipwrecks may have very little archaeological or historical value, and furthermore, a very high percentage of these shipwrecks would not have been carrying valuable cargo including artifacts or treasure of any kind.

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 and the probability that the Company will locate valuable artifacts or treasure is extremely remote. If the Company is not able to locate artifacts or treasure with significant value then there is high probability that the Company will face adverse consequences.

Underwater recovery operations are inherently difficult and dangerous and may be delayed or suspended by 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. It is also possible that natural hazards may prevent or significantly delay search and recovery operations.

In addition to natural hazards there are constant repair and maintenance issues with treasure salvage vessels which tend to be older vessels that were originally used in other industries that have been converted for use in shipwreck exploration and recovery. The repairs, maintenance and upkeep of this type of vessel, and in particular the Company’s main salvage vessel, is very time consuming and expensive and there may be significant periods of vessel down time that result from lack of financing to make repairs to the vessel.

Furthermore there are very strict 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 enter into agreements with government agencies in order to explore and salvage historic shipwrecks. There is a substantial risk that government entities may enact legislation that is so strict that any recovery of artifacts and cargo from historic shipwrecks will be nearly impossible. Additionally, permits and agreements with governmental agencies to conduct historic shipwreck exploration and recovery operations are expensive, in terms of both direct costs and ongoing compliance costs. It is also entirely possible that the Company will not be successful in obtaining title or permission to excavate certain wrecks. It is 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 salvaged or may not be found, or may not have had anything valuable on board at the time that they sank. The Company does research on its’ targeted sites, but that research may not prove out. In the event that valuable artifacts are located and recovered it is possible that the cost of recovery will be greater than 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.

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. 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. 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 and risky business venture with a high degree of risk that the Company may fail. There is a possibility that the Company will be forced to cease its operations if it is not successful in eventually locating valuable artifacts. If the Company were to cease its operations, 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 extremely speculative and of exceptionally high risk with a very high probability that all capital invested in and/or borrowed by the Company may be lost.

Item 1. Business, continued

Competition

There are a number of competing entities who are engaged in various aspects of the exploration and salvage of historic shipwrecks, and in the future other competitors may emerge. Some of these companies are publicly traded companies and there are a number of small private companies, as well as some loosely affiliated groups and individuals, who claim to be in this business as well. Many of these entities may be better capitalized and may have greater resources to devote to the pursuit of locating and salvaging historic shipwrecks. Many of these competing entities may also have significantly more experience than the Company in the exploration and recovery of historic shipwrecks. The Company is at a material competitive disadvantage as compared to competing entities that are better capitalized, have more resources and/or who possess greater experience in the business.

The expenses associated with being a small publicly traded company engaged in the historic shipwreck recovery business are very prohibitive. The cost of operations may include the cost of buying or leasing a vessel, regular vessel maintenance and upkeep, ongoing vessel repairs due to wear and tear and damage by natural or human causes, docking fees, fuel, upgrades, equipment costs, personnel costs, insurance, registration costs, permitting, temporary lodging and provisions for divers and other personnel, etc. In addition to the operations expenses, a publicly traded company also incurs the significant recurring costs of maintaining publicly traded status, which include, but are not limited to administrative, accounting, audit, executive, legal, etc. These combined expenses are particularly burdensome for a smaller public company. The recurring expenses associated with being a publicly traded company focused on the exploration and recovery of historic shipwrecks may cause the Company to be at a significant competitive disadvantage when compared to some of its competitors who are private companies or compared to its competitors who are larger public companies.

Lack of Revenues and Cash Flow/Significant Losses from Operations

The exploration and recovery of historic shipwrecks involves 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 any steady cash flow to rely on 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 the Company or borrowed by the Company could be lost.

The Company has experienced a net loss in every fiscal year since the reverse merger in 2008. The Company’s losses from operations were $1,164,744 for the year ended December 31, 2014 and $1,879,438 for the year ended December 31, 2013. The Company believes that it will continue to generate losses from its operations for the foreseeable future and it may not be able to generate a profit in the long-term, or ever.

Governmental Regulation

There are very strict international, federal and state laws that govern the exploration and recovery of historic shipwrecks. There is no guarantee that the Company will be able to secure permits or enter into agreements with government agencies in order to explore and salvage historic shipwrecks although the Company has secured permits in the past. There is a substantial risk that government entities may enact legislation that is so strict that any recovery of artifacts and cargo from historic shipwrecks will be nearly impossible. Additionally, permits and agreements with governmental agencies to conduct historic shipwreck exploration and recovery operations are expensive, both in terms of direct and ongoing compliance costs. It is 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.

The laws and regulations regarding the exploration and recovery of historic shipwrecks in waters controlled by the State of Florida are complex. A large amount of time and expense is required, in terms of Company resources to comply with the existing laws and regulations. The State of Florida has, in the past, proposed new rules and regulations regarding the exploration and recovery of shipwrecks in Florida waters. The Company believes any new rules and regulations that are implemented into law would likely increase the cost of compliance and potentially force the Company to cease its operations. It is possible that the State of Florida may enact additional laws that ultimately make it impossible to conduct business as a commercial shipwreck exploration and recovery firm. It may also be possible that the State of Florida attempts to enact legislation that altogether bans the commercial exploration and recovery of historic shipwrecks in State controlled waters.

There is a possibility that new governmental regulations could be enacted at any time at the international, federal or state level that would make it impossible for the Company to continue to attempt to locate and salvage historic shipwrecks. Governmental regulation at all levels may substantially increase the costs and expenses incurred by the Company to obtain permits and agreements and comply with the regulations and represent a very significant risk to the Company and all companies engaged in the commercial exploration and recovery of historical shipwrecks. There is a possibility that governmental regulation could be enacted that would make it impossible for the Company to conduct commercial exploration and recovery of historic shipwrecks anywhere in the world.

Item 1. Business, continued

There are also strict environmental regulations associated with the exploration and recovery of historical shipwrecks. In order to explore and salvage shipwrecks that are located in state controlled waters, the Company must obtain permission from both federal authorities and state environmental agencies in order to conduct operations. There is always the possibility that the Company could be denied access to a historic shipwreck site based on federal or state environmental concerns.

Litigation

The Company has been engaged in various litigations (See “Legal Proceedings” below). A negative outcome in these actions could adversely affect the Company’s business. We could be subject to future litigations that could materially affect our ability to operate our business, which would negatively impact our results of operations and financial condition.

Historic Shipwreck Exploration and Recovery in Florida

The full time diving season for historic shipwreck exploration and recovery in Florida waters is generally considered to be the summer months, from approximately the middle of May through Labor Day, although good weather conditions may allow operations to extend into the fall and winter months at certain historic shipwreck sites. Inclement weather and hazardous ocean conditions may hamper year round historical shipwreck exploration and recovery efforts in Florida waters.

Other factors that may hinder the Company’s ability to conduct year round operations include a lack of financing, the expiration of permits and agreements or the need to renew or enter into permits and agreements with various governmental or quasi governmental agencies, and the inability to locate and retain skilled, competent and experienced personnel. During down times, the Company's operations personnel may, among other duties, spend time researching sites, reviewing site plans, maps, charts, and other related information and performing maintenance, overhaul, cleaning, etc.

Juno Beach Shipwreck Site

The Company has previously performed 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 believes that it is possible that the Juno Beach shipwreck site may potentially contain remnants of a sunken Spanish 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. Only remnants including pottery, porcelain, cannon balls, musket balls, ballast stones, nails, spikes, wood and scattered pieces of a sunken ship have been located to date, no main shipwreck body has been located.

It is also possible that a ship began to break up on the site but the body of the ship actually sank in another area that is outside of the designated Juno Beach site and all that was left on the Juno Beach site were scattered remnants of the original ship that have little or no archeological or actual value. There is a possibility that there are no artifacts of significant value located on the Juno Beach shipwreck site. The chance that the Company will ultimately recover valuable artifacts or treasure from the Juno Beach shipwreck site is remote. Currently the permit with the Florida Bureau of Archaeological Research (“FBAR”) is being renewed in the name of Seafarer Exploration Corp under a judge’s order.

Furthermore, many of the historical ships from the 1500s to the 1700s that sank off of the coast of Florida were not carrying treasure or other valuable cargo. It is possible that the cargo the ship was originally carrying, if any, had little or no value at the time that the ship sank. Many ships of this period were supply ships that carried cargo such as food stores, water, supplies, etc., and if found, this type of cargo would more than likely be completely worthless in modern times.

Additionally, there is a very large amount of sand covering portions of the Juno Beach Shipwreck site and in the highly unlikely scenario that there are valuable artifacts located on the site it may be extremely challenging to recover them due to the degree of difficulty in being able to dig deep enough under the sand to access them. There is a possibility that the Company will never recover any artifacts or cargo of any significant value from the Juno Beach Shipwreck site.

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 against Tulco 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 through April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. As of March 24, 2014, Seafarer, through Counsel with the assistance of a licensed investigator, established there was no party or individual to be served from Tulco due to the death of the former Manager, and having no other legal person or entity to serve, has established that it will seek the entry of a default judgment, and final judgment for award of all rights to such site for contractual and other rights held by Tulco. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Although there are no guarantees that a new, updated permit will be issued, Seafarer is now working with the State of Florida for the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to the Company, erasing all rights of Tulco Resources.

Item 1. Business, continued

The Company has performed limited, minimal exploration and salvage activities at the Juno Beach site in 2014. It is possible that in the future, the Company will only be able to periodically explore and salvage the Juno Beach site due to vessel repairs and a lack of financing. There may be extended periods of down time where the Company is not performing any operations at the site.

The Juno Beach Shipwreck site is an extremely speculative and highly risky project as far as the potential for the Company to ever locate valuable artifacts or treasure. Although the Company has recovered various artifacts that it believes are interesting, it has not located artifacts and/or treasure of any significant value from the Juno Beach Shipwreck site. 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 extremely difficult or impossible 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, ongoing maintenance and repair issues with the Company’s main salvage vessel, permitting issues and/or a lack of financing, etc. The chance that the Company will ultimately recover valuable artifacts or treasure from the Juno Beach shipwreck site is very unlikely, however the possibility exists.

Moreover, the Company does not currently have sufficient data to positively identify the potential Juno Beach shipwreck, or its country of origin, and it is therefore not possible to determine whether or not the ship was originally carrying cargo of any significant value. Only remnants including pottery, porcelain, cannon balls, musket balls, ballast stones, nails, spikes, wood and scattered pieces of a sunken ship have been located to date; no main shipwreck body has been located. It is also possible that a ship began to break up on the site but the main body of the ship actually sank in another area that is outside of the designated Juno Beach site area and all that was left on the Juno Beach site were scattered remnants of the original ship that have little or no archeological or actual value. There is a possibility that there are no artifacts of significant value located on the Juno Beach shipwreck site.

Lantana Shipwreck Site

There is a historic shipwreck site located off of Lantana Beach Florida in which the Company has received a three stage permit from the Florida Division of Historical Resources. The permit is for three years starting in November 2012 and ending in November 2015. The permit may be renewed at the end of the third year. Phase 1 of the permit has been completed. The Company's plan was to eventually salvage the site in an archeologically sensitive manner once Phase 2 was completed. An archeologist with the technical skills, knowledge, and experience from around the world was hired to help insure the integrity of the work.

Under the permit, the Company began remote sensing at the site with a cesium vapor magnetometer and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2, testing was done, which confirmed a mid-to-late 18 th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects the Company is not pursuing Phase 3 at the Lantana site at this time, but will review the site at a later date that has not yet been determined.

There are a significant number of challenges inherent in the exploration and salvage of historic shipwrecks and it is highly likely that the Company will never recover any artifacts or treasure of any significant value from the Lantana site.

North Florida Shipwreck Site

There is a purported historic shipwreck site in the waters off of Brevard County Florida that the Company desires to explore. In February 2013, the Company signed an agreement with a third party who has previously explored this site for the right to explore the site. It is the Company's plan to request a salvage permit from the State of Florida for the site as soon as the research design report is completed. If a salvage permit is granted and the requisite environmental permits are obtained, then the Company plans to salvage the site in an archeologically sensitive manner. An archeologist with the technical skills, knowledge, and experience from around the world has been hired to help insure the integrity of the work. There are a significant number of challenges inherent in the exploration and salvage of historic shipwrecks, including the possibility that the Company will never find artifacts of value at the site.

Item 1. Business, continued

In 2014 the Company performed various exploration and recovery operations at this site, including leasing two vessels to work with alongside its main salvage vessel. The Company was hampered from performing extensive operations on the site by poor weather conditions during the fall/winter months in 2014 and so far in 2015. The Company plans to begin extensive operations on the site as soon as the weather permits in 2015.

The Company regularly reviews opportunities to perform exploration and recovery operations at purported historic shipwreck sites; however the Company does not have any specific plans to perform exploration and recovery operations at other shipwreck sites at the present time. The Company is actively reviewing other potential historic shipwreck sites for possible exploration and recovery. Should the Company decide that it will pursue exploration and salvage activities at other potential shipwreck sites it may be necessary to obtain salvage permits as well as environmental permits.

Certain Agreements

On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. Further actions toward the permitting have been taken for such site and the Company and partnership are awaiting the review of such permit request by the State of Florida. As of December 31, 2014, the partnership has had no operations.

Florida Division of Historical Resources Agreements/Permits

As previously noted on its form 8-K filed on May 9, 2011, the Company and Tulco received a 1A-31 Recovery Permit from the Florida Division of Historical Resources. The Recovery Permit was active through April 25, 2014. The Permit authorizes Seafarer to dig and recover artifacts from the designated site at Juno Beach, Florida. It will be necessary for the Company to obtain a renewal to the Recovery Permit for the Juno Beach shipwreck site in order to continue to perform exploration and recovery work at the site after April 25, 2014. Currently the permit with the FBAR is being renewed in the name of Seafarer Exploration Corp. under a judge’s order. The permit had not been issued as of the filing of this report.

On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit the Company began remote sensing at the site with a cesium vapor magnotemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2 testing was done which confirmed a mid to late 18 th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects the Company is not pursuing Phase 3 at the Lantana site at this time but review the site at a later date that has not yet been determined.

On July 28, 2014 the Company’s partnership with Marine Archeological Partners, LLC, Seafarer’s Quest, LLC received a 1A-31 Recovery Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Cape Canaveral, Florida. The Permit is active for three years from the date of issuance.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 1B. Unresolved Staff Comments.

Not required for smaller reporting companies.

Item 2. Properties.

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 on July 1, 2013 for its current location. Under the terms of the amended lease agreement, the lease term has been extended to June 30, 2015, with a base monthly rent of $1,235 from July 1, 2014 through June 30, 2015. There may be additional monthly charges for pro-rated maintenance, late fees, etc. As of December 31, 2014, future minimum rental payments required under this non-cancelable operating lease was $7,407, all of which is due during 2015.

The Company has an operating lease for a house located in Merritt Island, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015. As of December 31, 2014, future minimum rental payments required under this non-cancelable lease was $19,800, all of which is due during 2015.

Item 3. Legal Proceedings.

Since December 11, 2009, the Company, has been involved in a lawsuit where it was named as a Defendant, along with its CEO and transfer agent in Case Number 09-CA-030763, filed in the Circuit Court of Hillsborough County, Florida. The lawsuit was brought in the name of 31 individuals and 1 corporation. The lawsuit alleges that the Company, its CEO, and its transfer agent wrongfully refused to remove the restrictive legend from certain shares of the Company’s common stock that are collectively owned by the plaintiffs, which prevented the plaintiffs from selling or transferring their shares of the Company’s common stock. The plaintiffs allege that they have lost approximately $1,041,000 as of the date of the lawsuit. Such lawsuit continued to a hearing of the Plaintiffs’ motion for summary judgment against the Defendants including Seafarer, which was heard on September 1, 2011 and denied by the Court. Litigation of the matter has continued and the Company has presented evidence and arguments of law that the shares were distributed from their original recipient, Micah Eldred, in an illegal sale to another corporate entity. The Company further contends in its pleadings that such shares were then illegally purchased back by Eldred, then distributed in a manner by Eldred to others including the 31 other Plaintiffs to avoid reporting requirements under the Securities Act and as Eldred had a duty to report as a principal of a brokerage. The actions by Eldred, as pled by the Corporation, is that on or about October 8, 2008, Eldred gifted most of the 34,700,000 shares to certain friends, family, and employees (i.e., the Plaintiffs named in this Complaint), and kept ownership of 4, 140,000 shares.

On September 11, 2013, the Parties attended a voluntary mediation, which ended in an impasse.

Some discovery had progressed to the point that Seafarer had, on September 25, 2013, filed a Motion to File Counterclaims and Third-Party Complaint (“Motion for Leave to File Counterclaim”) along with a proposed Counterclaim. Such counterclaims were filed in December 2013. Included in the counterclaim was an allegation of conspiracy between Eldred and Sean Murphy for the publication of false information which Seafarer sued Murphy for and received a judgment for libel against Murphy on April 1, 2011 for $5,080,000. Thus the counterclaim was filed against the Plaintiffs: Micah Eldred, Michael J. Daniels, Carl Dilley, Heather Dilley, James Eldred, Mary R. Eldred, Michole Eldred, Nathan Eldred, Toni A. Eldred, Diane J. Harrison, Ioulia Hess, Olessia Kritskaia, Anna Krokhina, George Lindner, Elizabeth Lizzano, Karen Lizzano, Robert Lizzano, Abby Lord, Jillian Mally, Ekaterina Messinger, Susan Miller, Michael Mona, Matthew J. Presy, Oksana Savchenko, Vanessa A. Verbosh, Alan Wolper, Sarah Wolper, and Christine Zitman. On April 23, 2014, the trial court ruled on the Counter-Claim Defendants’ motion to dismiss and ordered the dismissal of the claims for section 517.301 violations, conspiracy and fraud. The court ruled that the Corporation did not have standing and was not in privity with the counter-claim defendants at the time of their alleged actions so the company could not maintain the action, unlike private shareholders who could have standing. Thus the Company attempted to protect the shareholders by such suit, but was ruled against as not having standing to do so.

On October 18, 2013, the Plaintiffs filed a Notice of Removal to Federal Court in the Tampa Division of the United States District Court, citing the allegation that such lawsuit should be moved to Federal Court based upon the Defendants proposed counterclaims of Federal law. The pleading for removal contained the allegation by the Plaintiffs that they had the consent of all the listed Plaintiffs to remove the matter to Federal Court. On November 4, 2013, Seafarer filed a Motion to Remand back to State Court in the Federal Court, citing legal argument and the undisputed facts that removal to Federal Court was improper as having no basis in law, and asking for attorney’s fees from the Plaintiffs for such removal. On November 7, 2013, Judge James Moody of the United States District Court entered an Order granting the Remand Motion of Seafarer, finding that “Plaintiffs removed the case based on their assumption that the counterclaim would establish federal jurisdiction. Plaintiffs’ removal is patently without merit.” Judge Moody further held “Plaintiffs’ removal had no basis under the law or facts. Simply put, the removal was not objectively reasonable.” Accordingly, the Court Ordered the case sent back to State Court and that the Federal Court would award Defendants [Seafarer] a reasonable amount of attorney’s fees and costs.” Seafarer collected such attorney’s fees through counsel. Such case was remanded to the Circuit Court in Hillsborough County, where Seafarer had the motion to file the Counterclaims and Third Party Claims heard and an Order Granting the filing and service of such claims was made by Circuit Judge Paul Huey on December 13, 2013. Seafarer filed such complaint and served such Counterclaim Defendants and Third Party Defendants during the months of December 2013 and January 2014. Such complaint included claims by Seafarer for damages including punitive damages against the Plaintiffs for their actions, which is alleged to have materially damaged the Corporation and its shareholders. Such litigation continues and the Company will continue to fight the release of such shares for sale. It is the position of Seafarer that due to the actions involved with such shares, they are tainted and should be ordered to be cancelled. Seafarer intends to continuously pursue this defense will assist any shareholders with any claims they may have against the Plaintiffs who hold such shares as to their actions which may have harmed any shareholders who were shareholders at the time of the Plaintiff’s action.

Item 3. Legal Proceedings, continued

In early October 2013, counsel for Seafarer was contacted by counsel representing the listed Plaintiff, CADEF: The Childhood Autism Foundation (CADEF), as to their being named in the lawsuit as Plaintiffs in the State Court action and the litigation being done in their name. Pursuant to those discussions, on November 5, 2013, Seafarer, Kyle Kennedy (individually), Cleartrust LLC and CADEF entered into a Settlement Agreement and Release from Litigation. CADEF agreed to surrender all rights to the 1,000,000 shares in its name, as well as causing dismissal of any such claims against the Seafarer, Kennedy and Cleartrust that had been brought in their name in the lawsuit. Specifically, CADEF agreed: “CADEF agrees that the following matters of fact exist based upon the knowledge of its Board of Directors and Principals: A) The Board of Directors of CADEF had no knowledge of the share certificate ever being issued for its benefit or the existence of such share certificate until recently in the month of October 2013 when such shares were sent to them. B) The Board of Directors of CADEF never authorized the filing of the lawsuit cited above or to be a party to such. C) Because of the above in B) CADEF’s Board of Directors was never advised of any settlement offer being made by the Defendants nor of the mediation held on September 11, 2013. On approximately October 30, 2013 CADEF delivered such 1,000,000 shares to counsel for Seafarer. Such shares were cancelled subsequently. Seafarer believes this pattern activity.

During the fall of 2014, the Company through counsel, conducted a number of depositions in the matter, including Micah Eldred and other parties. As well the Company filed three motions against the Defendants. Included in these motions were a motion to dismiss for fraudulent conduct in the naming of a party as a plaintiff which had no knowledge of the lawsuit, and failure to related settlement offers to the Plaintiffs. The second motion was for sanctions for intentional destruction of documentary evidence related to such shares. As to the second motion, the Court entered an order granting the motion for sanctions, finding that the Defendants had intentionally destroyed evidence, but the Court abated determining the sanctions until a later date. The third motion was to dismiss for fraudulent conduct, wherein the Plaintiffs allege that the Defendant, Eldred had made illicit offers to elicit false testimony. Both of the motions for sanctions are currently pending before the Court. As well in the first week of January 2015, the Defendants filed two simultaneous motions for summary judgment for dismissal of all counts in the case. That motion for summary judgment is currently pending before the Court.

In the ongoing litigation in the above case against Micah Eldred and associated persons to protect the interests of the shareholders, the Corporation followed up on its counter-claims against Eldred by the filing of a notice of appeal of the dismissal of such claims, to the Second District Court of Appeal for Florida on May 17, 2014. On May 29, 2014, the Company was served a secondary lawsuit in Hillsborough County. The lawsuit by challenges the creation of the Preferred B Series of Shares and the increase in authorized shares. The lawsuit in the opinion of the Corporation and multiple counsel has no merit since the corporation’s articles of incorporation and Florida statutes allow for the creation of the preferred shares, and thus the increase in authorized shares. The Corporation is defending such lawsuit and seeking dismissal by motion.

On March 2, 2010, the Company filed a complaint naming, Sean Murphy as a Defendant who formerly provided services as a captain, diver, and general laborer to the Company as a defendant in the Circuit Court of Hillsborough County, Florida case number 10-CA-004674. The lawsuit contains numerous counts against the defendant, including civil theft, breach of contract, libel and negligence. On April 5, 2011, a six person jury in Hillsborough County, Florida found in favor of the Company and found that the Defendant was responsible for $5,080,000 in compensatory damages. In 2012, the Company attempted to schedule a trial for the punitive damages, but the Court cancelled the trial due to scheduling of priority cases. The Company is currently seeking final entry of not only the judgment, but will be exercising collection matters against the Defendant. The Company intends to pursue collection, no matter the ability of the Defendant to pay.

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 alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. As of March 24, 2014, Seafarer, through Counsel with the assistance of a licensed investigator, established there was no party or individual to be served from Tulco due to the death of the former Manager, and having no other legal person or entity to serve, has established that it will seek the entry of a default judgment, and final judgment for award of all rights to such site for contractual and other rights held by Tulco. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now working with the State for the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources.

The Company currently has litigation pending in Pinellas County, the Sixth Judicial Circuit, Civil Case No. 11-05539-Cl-19 naming Keith Webb Individually and Blue Water Ventures of Key West Inc. as party Defendants. There is a signed Settlement Stipulation in place however and an Order of Court entered acknowledging the same, otherwise ordering and directing the party Defendants to timely comply with the same and at this time the agreement is current and otherwise in compliance. There are currently no counterclaims or adverse liabilities of record in the above case.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is presently quoted on the Pink Sheets under the symbol “SFRX”, as reflected below, though the current trading volume is small. No assurance can be given that any market for our common stock will continue in the future or be maintained. If an “established trading market” ever develops in the future, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the Securities and Exchange Commission by members of management or others may have a substantial adverse impact on any such market and the sale of restricted securities by management or others may significantly depress the market price of the Company’s shares.

There is currently a limited trading market for our securities on the Pink Sheets. 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. If an active public market should develop in the future, the sale of unregistered and restricted securities by current shareholders may have a substantial impact on any such market.

During the year ended December 31, 2014 the Company’s share price traded below $0.01 for more than 30 days and as a result is now quoted on the Pink Sheets. Accordingly, an investment in our securities should only be considered by those investors who do not require liquidity and can afford to suffer a total loss of their investment. An investor should consider consulting with professional advisers before making such an investment.

Furthermore, the price of our common stock may be subject to a very high degree of volatility, which makes owning shares of our common stock highly risky. Our stock price fluctuated between $0.0040 and $0.0245 for the year ended December 31, 2014, and $0.0047 and $0.0440 for the year ended December 31, 2013. The price of our shares may fluctuate significantly despite the absence of any apparent reason. In addition, our stock is thinly traded, leading to even greater volatility. You should expect this volatility to continue.

The range of high and low bid prices for our common stock during each quarter for 2013 and 2014 is shown below. The over-the-counter quotations reflect inter-dealer prices, with retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Such prices were determined from information derived from www.nasdaq.com and do not necessarily reflect transactions, retail markups, markdowns or commissions.

Quarter Ended	High Price		Low Price
March 31, 2013		0.0400		0.0047
June 30, 2013		0.0440		0.0151
September 30, 2013		0.0400		0.0146
December 31, 2013		0.0245		0.0138
March 31, 2014		0.0190		0.0111
June 30, 2014		0.0200		0.0126
September 30, 2014		0.0245		0.0105
December 31, 2014		0.0155		0.0040

Penny Stock

Our stock is considered to be a penny stock. Our stock is subject to certain provisions of the Securities Exchange Act of 1934 (the “Exchange Act”), commonly referred to as the “penny stock” rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Since our stock is deemed to be a penny stock, trading is subject to additional sales practice requirements of broker-dealers.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - continued

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Approximate Number of Holders of Common Stock

The approximate number of record holders of our common stock at March 23, 2015 was 1,758 shareholders holding 343,730,919 restricted shares in certificated securities and 698,065,171 non restricted shares.

Transfer Agent

The Company’s stock transfer agent is ClearTrust, LLC (“ClearTrust”). ClearTrust’s address is 16540 Pointe Village Drive, Suite 201 Lutz, Florida 33558 and their telephone number is (813) 235-4490. ClearTrust is owned and controlled by a person who is related to the Company’s CEO.

Dividend Policy

The Company did not declare cash dividends during the years ended December 31, 2014 and 2013. It is not anticipated that cash dividends will be paid at any time in the foreseeable future as the Company intends to retain earnings, if any, for use in the development of its business. The payment of dividends is contingent upon the Company's future earnings, if any, the Company's financial condition and its capital requirements, general business conditions and other factors.

Equity Compensation Plans

The Company has not established any formal equity compensation plans as of the date of this Annual Report on Form 10-K; however, the Company reserves the right to do so at a later date.

Reports to Security Holders

Seafarer Exploration Corp. is a reporting company pursuant to the Securities and Exchange Act of 1934. As such, the Company makes available its annual report which includes audited financial statements, and its quarterly reports which include unaudited financial statements.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - continued

Recent Sales of Unregistered Securities

During the three month period ended December 31, 2014, the Company issued 336,000 of its restricted shares of its common stock to various consultants. These shares were issued for legal, executive, operations, financial and administrative consulting services. During the year ended December 31, 2014, the Company issued 12,998,141 of its restricted shares of its common stock to various consultants. These shares were issued for archeological, business advisory, legal, executive, operations, corporate and financial, corporate communications, administrative consulting services. During the year ended December 31, 2014 a related party vendor agreed to convert a portion of its debt, $7,683 into 768,293 shares of the Company’s common stock 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 such securities were issued for services rendered to sophisticated and/or accredited investors.

The Company issued securities and reported these issuances, which were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in our Forms 10-Q for the quarters ended March 31, 2014, June 30, 2014, and September 30, 2014. On various dates during the three month period ended December 31, 2014, the Company entered into subscription agreements to sell 20,725,000 shares of its restricted common stock to five investors and receive proceeds of $69,120. The proceeds were used for general corporate purposes, working capital and the payment of debt. During the year ended December 31, 2014 the Company entered into subscription agreements to sell 67,420,357 shares of its restricted common stock and received proceeds of $398,616. The proceeds were used for general corporate purposes, working capital and the payment 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 December 31, 2014 the holders of two convertible promissory notes with an aggregate face value of $47,092 elected to convert the principal balance of their notes plus accrued interest into 11,917,754 shares of the Company’s common stock and the holder of a convertible note with an original face value of $107,000 elected to convert $35,000 of the principal balance of the note into 9,956,709 shares of the Company’s common stock. These amounts include 736,450 shares issued to a related party investor. During the year ended December 31, 2014 the holders of various convertible promissory notes with an aggregate face value of $249,773 elected to convert the principal balance of their notes plus accrued interest of into 61,721,283 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.

Repurchase of Securities

During the years ended December 31, 2014 and 2013, the Company did not purchase any shares of its common stock and the Company is not likely to purchase any shares in the foreseeable future.

Stock Option Grants

The Company does not have any compensatory stock option grants outstanding at this time.

Item 6. Selected Financial Data.

Not required for smaller reporting companies.

Item 7. 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 Company’s actual results or actions may differ materially from these forward-looking statements for many reasons. This Item should be read in conjunction with the financial statements and 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Overview

General

The Company’s principal business plan is to develop the infrastructure to engage in the archaeologically-sensitive exploration and recovery of historic shipwrecks. This type of business venture is extremely speculative in nature and there is a tremendous amount of risk that any capital invested in and/or borrowed by the Company will be lost.

It has been estimated that there are over three million undiscovered shipwrecks around the world and a few of these shipwrecks were lost with verifiable cargoes that contained valuable materials, including artifacts and treasure. However, the majority of these shipwrecks may have very little archaeological or historical value, and furthermore, a very high percentage of these shipwrecks would not have been carrying valuable cargo including artifacts or treasure of any kind.

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 and recover valuable artifacts from historic shipwrecks. Locating and recovering valuable artifacts is difficult and the probability that the Company will locate valuable artifacts or treasure is remote. If the Company is not able to locate artifacts or treasure with significant value then there is a high probability that the Company will fail and all capital invested in or borrowed by the Company will be lost.

Underwater recovery operations are inherently difficult and dangerous and may be delayed or suspended by weather, sea conditions or other natural hazards. Even though sea conditions in a particular search location may be somewhat predictable, the possibility exists that unexpected conditions may occur that adversely affect the Company’s operations. It is also possible that natural hazards may prevent or significantly delay search and recovery operations.

In addition to natural hazards, there are constant repair and maintenance issues with salvage vessels, which tend to be older vessels that were originally used in other industries which have been converted for use in shipwreck exploration and recovery. The repairs, maintenance and upkeep of this type of vessel, and in particular the Company’s main salvage vessel, is very time consuming and expensive and there may be significant periods of vessel down time that result from lack of financing to make repairs to the vessel.

Furthermore, there are very strict international, federal and state laws that govern the exploration and recovery of historic shipwrecks. There is no guarantee that the Company will be able to secure permits or enter into agreements with government agencies in order to explore and salvage historic shipwrecks. There is a very substantial risk that government entities may enact legislation that is so strict that any recovery of artifacts and cargo from historic shipwrecks will be nearly impossible. Additionally, permits and agreements with governmental agencies to conduct historic shipwreck exploration and recovery operations are expensive, in terms of both direct costs and ongoing compliance costs. It is also entirely possible that the Company will not be successful in obtaining title or permission to excavate certain wrecks. It is 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Even if the Company is able to obtain permits for shipwreck projects, there is a possibility that the shipwrecks may have already been salvaged or may not be found, or may not have had anything valuable on board at the time that they sank. In the event that valuable artifacts are located and recovered, it is possible that the cost of recovery will be greater than 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.

Moreover, there is the possibility that should the Company be successful in locating and salvaging artifacts that have significant archeological and/or monetary value, a country whose ship was salvaged may attempt to claim ownership of the artifacts by pursuing litigation. 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. 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 additional 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 very speculative and risky business venture with a very high degree of risk that the Company may fail. There is a possibility that the Company will be forced to cease its operations if it is not successful in eventually locating valuable artifacts. If the Company were to cease its operations, 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 extremely speculative and of exceptionally high risk with a high probability that all capital invested in and/or borrowed by the Company may be lost.

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, may cause a significant drop in the market price of the Company’s securities.

Accordingly, an investment in our securities is highly speculative and extremely risky and should only be considered by those investors who do not require liquidity and who can afford to suffer a total loss of their investment. An investor should consider consulting with professional advisers before making an investment in securities.

Plan of Operation

During the years ended December 31, 2014 and 2013, 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 exploring, salvaging and recovering historic shipwrecks. The Company has also performed some exploration and recovery activities.

Spent considerable time researching potential shipwrecks, including obtaining information from foreign archives.

Although the Company has not generated revenues to date our development activities continue to evolve.

The Company has evaluated various opportunities to enter into agreements or contracts to conduct exploration and recovery operations at known historic shipwreck locations or potential locations. The Company has previously spent some of its efforts exploring what it believes is a historic shipwreck site located off of Juno Beach, Florida. The Company and Tulco renewed their Exploration Agreement regarding the Juno Beach Shipwreck site in June of 2010. The original three year term of the Exploration Agreement was valid until June 8, 2013 and both Seafarer and Tulco had the option to extend the agreement for an additional three years. There have been no discussions between Tulco and Seafarer regarding extending the Exploration Agreement.

As previously noted on its form 8-K filed on May 9, 2011, the Company and Tulco received a Recovery Permit from the Florida Division of Historical Resources. The Recovery Permit authorized Seafarer to dig and recover artifacts from the designated site at Juno Beach, Florida. 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 for breach of contract, equitable relief and injunctive relief. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Although there are no guarantees that a new, updated permit will be issued, Seafarer is now working with the State of Florida for the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to the Company, erasing all rights of Tulco Resources.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

The Juno Beach Shipwreck site is a speculative and highly risky project as far as the potential for the Company to ever locate valuable artifacts or treasure. Although the Company has recovered various artifacts that it believes are interesting, it has not located artifacts and/or treasure of any significant value from the Juno Beach Shipwreck site. There is also the 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 extremely difficult or impossible due to a variety of challenges that include, but are not limited to; inclement weather, hazardous ocean conditions, strong Gulf Stream currents, deep amounts of sand that cover large areas of the site, lack the necessary equipment to be able to dig deep enough into the sand, ongoing maintenance and repair issues with the Company’s main salvage vessel, permitting issues and/or a lack of financing, etc.

Moreover, the Company does not currently have sufficient data to positively identify the potential Juno Beach shipwreck, or its country of origin, and it is therefore not possible to determine whether or not the ship was originally carrying cargo of any significant value. Only remnants and scattered pieces of a sunken ship have been located to date; no main shipwreck body has been located. It is also possible that a ship began to break up on the site but the body of the ship actually sank in another area that is outside of the designated Juno Beach site area and all that was left on the Juno Beach site were scattered remnants of the original ship that have little or no archeological or actual value. There is a possibility that there are no artifacts of significant value located on the Juno Beach shipwreck site. The chance that the Company will ultimately recover valuable artifacts or treasure from the Juno Beach shipwreck site is very remote.

There is a historic shipwreck site located off of Lantana Beach Florida in which the Company has received a three stage permit from the Florida Division of Historical Resources. The permit is for three years starting in November 2012 and ending in November 2015. The permit may be renewed at the end of the third year. Phase 1 of the permit has been completed. The Company's plan was to salvage the site in an archeologically sensitive manner once Phase 2 has been completed. An archeologist with the technical skills, knowledge, and experience from around the world was hired to help insure the integrity of the work.

Under the permit, the Company began remote sensing at the site with a cesium vapor magnetemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2, testing was done which confirmed a mid to late 18th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects, the Company is not pursuing Phase 3 at the Lantana site at this time, but will review the site at a later date that has not yet been determined.

There is a purported historic shipwreck site in the waters off of Brevard County, Florida that the Company desires to explore. In February 2013, the Company signed an agreement with a third party, who has previously explored this site, for the right to explore the site. On March 1, 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. There are a significant number of challenges inherent in the exploration and salvage of historic shipwrecks, including the possibility that the Company will never find artifacts of value at the site.

On July 28, 2014, Seafarer’s Quest, LLC received a 1A-31 Recovery Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Cape Canaveral, Florida. The Permit is active for three years from the date of issuance. The Company has been primarily focusing its operations on this site when the weather permts. In addition to the Company’s main salvage vessel, the Company is utilizing two additional rented vessels in order to perform search and recovery operations at this site.

If the Company is not able to perform any exploration or recovery operations, then it may have to suspend or cease its operations. If the Company ceases its previously stated efforts, there are currently no plans to pursue other business opportunities.

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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

At December 31, 2014, the Company had a working capital deficit of $1,437,634. 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 March 31, 2015.

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 common 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.

Results of Operations

The Company’s net loss for the year ended December 31, 2014 was $2,151,361 as compared to a net loss of $2,174,354 for the year ended December 31, 2013, a decrease of roughly 1.06% on a year-over-year basis. The decrease in the net loss for the year ended December 31, 2014 was primarily attributable to a decrease in consulting and independent contractor expenses, a decrease in professional fees, and a decrease in vessel related expenses while there was also a significant increase in interest expenses due to the impact of fair value measurement adjustments on several convertible promissory notes. The Company incurred consulting and contractor expenses of $661,899 during the year ended December 31, 2014 versus $1,219,602 for the year ended December 31, 2013. The 46% decrease in consulting related expenses was due to a decrease in stock based compensation paid to consultants and independent contractors for services as well as during the year ended December 31, 2013 the Company made a one-time stock issuance of 10,0000,000 shares to a company for the rights to explore a potential shipwreck site. No such payment was made in 2014. For the year ended December 31, 2014, the Company incurred professional fees of $128,344 as compared to $296,668 for the year ended December 31, 2013. The primary reason for the approximate 57% decrease in professional fees during the year ended December 31, 2014 is that the Company paid less stock based compensation in relation to an ongoing lawsuit and for other general legal matters and the payment of significantly higher levels of stock based compensation for accounting services in 2013. The Company incurred vessel related expenses of $89,631 during the year ended December 31, 2014 versus $126,472 during the year ended December 31, 2013, a decrease of approximately 29%. The 29% decrease in vessel expense was due to the Company having completed extensive repair and maintenance work on its main salvage vessel in prior years and having fewer serious maintenance issues during 2014. The Company has tried to keep repair costs lower for its main salvage vessel by being more proactive with vessel maintenance, however due to the advancing age of the vessel, the Company anticipates that it will continue to require repairs and in some cases major unforeseen repairs. The Company incurred travel and entertainment expenses of $142,792 during the year ended December 31, 2014 as compared to $105,040 during the year ended December 31, 2013, an increase of approximately 36% in 2014. Travel and entertainment expense increased due to international travel by management and an archeological consultant for research purposes and the payments and reimbursement of travel and lodging expenses for certain independent contractors involved in the Company’s operations while they were working on site. General and administrative expenses increased from $64,258 in the year ended December 31, 2013 to $78,345 in the year ended December 31, 2014, an increase of approximately 22%. The approximate 235% increase in total other expenses was largely due to a significant increase in interest expenses from the impact of the fair value measurement adjustments on several convertible promissory notes, as well as a legal settlement during the year ended December 31, 2014.

Liquidity and Capital Resources

At December 31, 2014, we had $12,424 cash in the bank. During the year ended December 31, 2014 and the year ended December 31, 2013, we incurred net losses of $2,151,361 and $2,174,354, respectively. At December 31, 2014, we had $61,598 in current assets and $1,499,232 in current liabilities, leaving us a working capital deficit of $1,437,634.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

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 year ended December 31, 2014. 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 borrowed by 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 prohibitive, 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 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 or no exploration or salvage 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, our business may fail and our stock price will likely be materially adversely affected.

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 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, 2014 and 2013 raises substantial doubt as to our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the year ended December 31, 2014 and 2013, we have experienced operating losses in every year since our inception resulting in an accumulated deficit. Our independent auditors believe, based on our financial results as of December 31, 2014, that such results raised 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 the reverse merger in 2008. The Company’s losses from operations were $1,164,744 for the year ended December 31, 2014 and $1,879,438 for the year ended December 31, 2013. The Company believes that it will continue to generate losses from its operations for the foreseeable future and the Company may not be able to generate a profit in the long-term, or ever.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Convertible Notes Payable and Notes Payable, in Default

At December 31, 2014, the Company had convertible notes payable, and notes payable with a face value of $812,800 of which $ 508,300 were 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. Some of these note holders have already amended their notes and converted the notes into equity. Based on conversations with other note holders, the Company believes that additional note holders will amend their notes to contain a convertibility clause and eventually convert the notes into equity.

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, Significant Accounting Policies, contained in the notes to the Company’s financial statements for the years ended December 31, 2014 and 2013 contained in this filing). 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 the Company has made any such changes in accounting estimates.

Off-balance Sheet Arrangements

None.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 8. Financial Statements.

SEAFARER EXPLORATION CORP.

FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

TABLE OF CONTENTS

	Page No.
Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Changes in Stockholders’ Deficit	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6 - F-31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Seafarer Exploration Corporation

We have audited the accompanying balance sheets of Seafarer Exploration Corporation as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. Seafarer Exploration Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seafarer Exploration Corporation as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net losses and negative cash flows since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion on the financial statements is not modified with respect to this matter.

/s/ Accell Audit & Compliance, P.A.

Tampa, Florida March 31, 2015

F-1

SEAFARER EXPLORATION CORP.

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

	2014			2013
Assets

Current assets:
Cash	$	12,424		$	578
Prepaid expenses		29,991			26,824
Settlement receivable		18,000			-
Advances to shareholder		-			3,267
Deposits and other receivables		1,183			1,183
Total current assets		61,598			31,852

Property and equipment, net		96,255			130,239

Investment in common stock		-			1,100
Total assets	$	157,853		$	163,191

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expense	$	191,967		$	142,583
Convertible notes payable, net of discounts of $14,148 and $120,533		10,852			139,457
Convertible notes payable, related parties, net of discounts of $15,064 and $26,889		22,936			24,111
Convertible notes payable, in default		341,300			191,300
Convertible notes payable, in default - related parties		129,500			113,500
Convertible notes payable, at fair value		761,677			-
Shareholder loan		3,500			-
Notes payable, in default		30,000			30,000
Notes payable, in default - related parties		7,500			7,500
Total current liabilities		1,499,232			648,451

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued
Series A - 7 shares issued and outstanding at December 31, 2014 and 2013		-			-
Series B - 60 shares issued and outstanding at December 31, 2014 and -0- issued
and outstanding at December 31, 2013		-			-
Common stock, $0.0001 par value - 1,200,000,000 shares authorized; 986,356,130 and
844,216,349 shares issued and outstanding at December 31, 2014 and 2013		98,636			84,422
Additional paid-in capital		8,734,606			7,453,578
Accumulated deficit		(10,174,621	)		(8,023,260	)
Total stockholders' deficit		(1,341,379	)		(485,260	)
Total liabilities and stockholders' deficit	$	157,853		$	163,191

See accompanying notes to the financial statements.

F-2

SEAFARER EXPLORATION CORP.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	2014			2013
Revenue	$	-		$	-

Expenses:
Consulting and contractor expenses		661,899			1,219,602
Professional fees		128,344			296,668
General and administrative expense		78,345			64,258
Depreciation expense		33,984			33,984
Rent expense		29,749			33,414
Vessel expense		89,631			126,472
Travel and entertainment expense		142,792			105,040
Total operating expenses		1,164,744			1,879,438

Income (loss) from operations		(1,164,744	)		(1,879,438	)

Other income (expense):
Interest expense		(1,015,517	)		(356,170	)
Legal Settlement		30,000			-
Interest income		-			99,701
Impairment loss		(1,100	)		-
Loss on extinguishment of debt		-			(38,447	)
Total other income (expense)		(986,617	)		(294,916	)

Net loss	$	(2,151,361	)	$	(2,174,354	)

Net loss per share - basic and diluted	$	-		$	-
Weighted average common shares outstanding - basic and diluted		904,898,653			806,432,658

See accompanying notes to the financial statements.

F-3

SEAFARER EXPLPLORATION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

							Additional
	Common			Common			Paid-in		Accumulated
	Stock			Stock value			Capital		Deficit			Total
Balance, December 31, 2012		739,313,459		$	73,931		$	5,356,866	$	(5,848,906	)	$	(418,109	)

Common stock issued for services		47,714,330			4,772			1,142,767		-			1,147,539

Common stock issued on conversion of notes payable and
stockholder loans		30,893,929			3,090			268,262		-			271,352

Common stock issued for subscription agreements		26,580,335			2,658			275,685		-			278,343

Common stock issued to extinguish outstanding invoices		1,964,296			196			56,733		-			56,929

Beneficial conversion feature arising from convertible note
financing		-			-			353,040		-			353,040

Cancellation of common shares		(2,250,000	)		(225	)		225		-			-

Net loss		-			-			-		(2,174,354	)		(2,174,354	)
Balance, December 31, 2013		844,216,349			84,422			7,453,578		(8,023,260	)		(485,260	)

Common stock issued for services		12,998,141			1,300			193,935		-			195,235

Common stock issued on conversion of notes payable and
stockholder loans		61,721,283			6,172			544,152		-			550,324

Common stock issued for subscription agreements		67,420,357			6,742			391,874		-			398,616

Beneficial conversion feature arising from convertible note
financing		-			-			151,067		-			151,067

Net loss		-			-			-		(2,151,361	)		(2,151,361	)
Balance, December 31, 2014		986,356,130		$	98,636		$	8,734,606	$	(10,174,621	)	$	(1,341,379	)

See accompanying notes to the financial statements.

F-4

SEAFARER EXPLORATION CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	2014			2013
Operating activities
Net loss	$	(2,151,361	)	$	(2,174,354	)
Adjustments to reconcile net loss to
net cash provided (used) by operating activities
Depreciation		33,984			33,984
Amortization of debt discount and interest expense on
beneficial conversion feature of convertible notes		269,277			185,715
Interest (income) expense on fair value adjustment		717,006			-
Common stock issued for services		195,235			1,204,468
Impairment of assets		1,100			-
Decrease (increase) in:
Settlement receivable		(18,000	)		-
Prepaid expenses		(3,167	)		9,190
Advances from shareholder		3,267			-
Increase (decrease) in:
Accounts payable and accrued expenses		49,384			2,313
Net cash provided (used) by operating activities		(903,275	)		(738,684	)

Cash flows from investing activities		-			-

Cash flows from financing activities:
Proceeds from the issuance of common stock		398,616			278,343
Proceeds from the issuance convertible notes payable		456,505			303,000
Proceeds from the issuance convertible notes payable, related
parties		81,505			144,000
Payment on convertible notes payable		(25,005	)		(30,000	)
Proceeds from loans from stockholders		5,500			8,750
Payments on loans from stockholders		(2,000	)		(8,750	)
Net cash provided by financing activities		915,121			695,343

Net increase (decrease) in cash		11,846			(43,341	)

Cash - beginning of year		578			43,919
Cash - ending of year	$	12,424		$	578

Supplemental disclosure of cash flow information:
Cash paid for interest expense	$	5,000		$	-
Cash paid for income taxes	$	-		$	-
Noncash operating and financing activities:
Common stock issued to satisfy outstanding invoices	$	-		$	56,929
Convertible debt converted and accrued interest to common
stock	$	550,324		$	271,352

See accompanying notes to the financial statements.

F-5

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

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

The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, and recovery of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand. Seafarer currently has two different wreck sites under permit with the State of Florida and one wreck site under contract with a private party and is working closely with the Florida Department of Historical Resources and the Florida Bureau of Archeological Research to research and document these, and additional, wreck sites.

NOTE 2 - GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from March 31, 2015. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any revenues for the foreseeable future.

Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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

F-6

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2014 and 2013.

Earnings Per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there because outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2014 and 2013.

Components of loss per share for the respective years are as follows:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Net loss attributable to common shareholders	$	(2,151,361	)	$	(2,174,354	)

Weighted average shares outstanding:
Basic and diluted		904,898,653			806,432,658

Loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

F-7

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES, continued

	●	Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities.

	●	Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly.

	●	Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s derivative liability is determined using Level 1 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments.

Property and Equipment and Depreciation

Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31:

	2014			2013
Diving vessel	$	325,000		$	325,000
Generator		7,420			7,420
Less accumulated depreciation		(236,165	)		(202,181	)
	$	96,255		$	130,239

Depreciation expense for the years ended December 31, 2014 and 2013 amounted to $33,984.

F-8

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES, continued

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. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2014 and 2013, respectively.

Use of Estimates

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

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the years ended December 31, 2014 and 2013, the Company did not report any revenues.

Convertible Notes Payable

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2014 and 2013, 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. 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.

F-9

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES, continued

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 4 – CAPITAL STOCK

As of December 31, 2014 the Company was authorized to issue 1,200,000,000 shares of $0.0001 par value common stock.

Preferred Stock

The Company is authorized to sell or issue 50,000,000 shares of preferred stock.

Series A Preferred Stock

At December 31, 2014 the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock. As of December 31, 2014 and 2013, no shares of preferred stock had been converted into shares of the Company’s common stock.

Series B Preferred Stock

On February 10, 2014, the Board of Directors of the Company under the authority granted under Article V of the Articles of Incorporation, defined and created a new preferred series of shares from the 50,000,000 authorized preferred shares. Pursuant to Article V, the Board of Directors has the power to designate such shares and all powers and matters concerning such shares. Such share class shall be designated Preferred Class B. The preferred class was created for 60 Preferred Class B shares. Such shares each have a voting power equal to one percent of the outstanding shares issued (totaling 60%) at the time of any vote action as necessary for share votes under Florida law, with or without a shareholder meeting. Such shares are non-convertible to common stock of the Company and are not considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a Corporate body, and shall not be placed into any individual name. Such shares were considered issued at the time of this resolution’s adoption, and do not require a stock certificate to exist, unless selected to do so by the Board for representational purposes only. Such shares are considered for voting as a whole amount, and shall be voted for any matter by a majority vote of the Board of Directors. Such shares shall not be divisible among the Board members, and shall be voted as a whole either for or against such a vote upon the vote of the majority of the Board of Directors. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares are not transferable except in the case of a change of control of the Corporation when such shares shall continue to be held by the Board of Directors. Such shares have the authority to vote for all matters that require a share vote under Florida law and the Articles of Incorporation.

F-10

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – CAPITAL STOCK, continued

Warrants and Options

As of December 31, 2014, a convertible note holder had a warrant to purchase 4,000,000 shares of its common stock with an exercise price of $0.005 per share for a period of ten years beginning on November 20, 2012.

NOTE 5 - INCOME TAXES

At December 31, 2014 and 2013, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $10,175,000 and $8,023,000 for Federal purposes. The Federal carry forward begin to expire in 2033. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.

The Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2014 and 2013, the Company did not have a liability for unrecognized tax benefits.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2014 and 2013, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2010 through 2014 remain open to examination by the major taxing jurisdictions to which the Company is subject. There are currently no open federal or state tax years under audit.

Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time.

The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Income tax at federal statutory rate		(34.00	%)		(34.00	%)
State tax, net of federal effect		(3.96	%)		(3.96	%)
		37.96	%		37.96	%
Valuation allowance		(37.96	%)		(37.96	%)
Effective rate		0.00	%		0.00	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As of December 31, 2014 and 2013, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of $10,175,000 and $8,023,000, respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2014 and 2013.

F-11

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – LEASE OBLIGATION

Corporate Office

The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement on July 1, 2013 for its current location. Under the terms of the amended lease agreement, the lease term has been extended to June 30, 2015, with a base monthly rent of $1,200 from July 1, 2013 to June 30, 2014 and a base monthly rent of $1,235 from July 1, 2014 through June 30, 2015. There may be additional monthly charges for pro-rated maintenance, late fees, etc.

As of December 31, 2014, future minimum rental payments required under this non-cancelable operating lease total $7,407 for the year ending December 31, 2015.

Operations House

As of December 31, 2014, future minimum rental payments required under this non-cancelable lease total $19,800 for the year ending December 31, 2015.

F-12

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under paragraph 4 of EITF 00-19, which was superseded by ASC 815, and EITF 05-02, which was superseded by ASC 470.

Convertible Notes Payable

The following table reflects the convertible notes payable, other than the notes that have been remeasured to fair value which are discussed later in Note 7, as of December 31, 2014:

Issue	Maturity	December 31,				December 31,		Interest		Conversion
Date	Date	2014				2013		Rate		Rate
Convertible notes Payable:
October 13, 2014	April 13, 2015	$	25,000		$	-		6.00	%	0.0050
January 28,2013	January 28, 2014		-			25,000		6.00	%	0.0050
January 28,2013	January 28, 2014		--			25,000		6.00	%	0.0050
August 8, 2013	February 11, 2014		-			40,000		6.00	%	0.0100
September 18, 2013	March 18, 2013		-			20,000		6.00	%	0.0125
September 25, 2013	March 25, 2014		-			10,000		6.00	%	0.0125
October 21, 2013	April 21, 2014		-			40,000		6.00	%	0.0100
October 4, 2013	May 12, 2013		-			50,000		6.00	%	0.0125
October 30, 2013	October 30, 2014		-			49,990		6.00	%	0.0125
			25,000			259,990
Unamortized discounts			(14,148	)		(120,553	)
Balance		$	10,852		$	139,457

Convertible notes payable, in default
October 31, 2012	April 30, 2013	$	8,000	$	8,000	6.00	%	0.0040
July 16, 2012	July 30, 2013		5,000		5,000	6.00	%	0.0050
November 20, 2012	May 20, 2013		50,000		50,000	6.00	%	0.0050
January 19, 2013	July 30, 2013		5,000		5,000	6.00	%	0.0040
February 11, 2013	August 11, 2013		9,000		9,000	6.00	%	0.0060
September 25, 2013	March 25, 2014		10,000		-	6.00	%	0.0125
August 28, 2009	November 1, 2009		4,300		4,300	10.00	%	0.0150
April 7, 2010	November 7, 2010		70,000		70,000	6.00	%	0.0080
November 12, 2010	November 7, 2011		40,000		40,000	6.00	%	0.0050
October 4, 2013	April 4, 2014		50,000		-	6.00	%	0.0125
October 30, 2013	October 30, 2014		50,000		-	6.00	%	0.0125
May 15, 2014	November 15, 2014		40,000		-	6.00	%	0.0070
			341,300		191,300
Unamortized discount			-		-
Balance		$	341,300	$	191,300

Convertible notes payable - related party, in default
January 7, 2013	June 30, 3013	$	-	$	7,500	6.00	%	0.0040
January 19, 2013	July 30, 2013		15,000		15,000	6.00	%	0.0040
February 7, 2013	August 7, 2013		-		10,000	6.00	%	0.0050
July 9, 2013	December 19, 2013		-		15,000	6.00	%	0.0150

F-13

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

January 9, 2009	January 9, 2010		10,000			10,000	6.00	%	0.0150
January 25, 2010	January 25, 2011		6,000			6,000	6.00	%	0.0050
January 18, 2012	July 18, 2012		50,000			50,000	8.00	%	0.0040
July 26, 2013	January 26, 2014		10,000			-	6.00	%	0.0100
January 17, 2014	July 17, 2014		31,500			-	6.00	%	0.0060
May 27, 2014	November 27, 2014		7,000			-	6.00	%	0.0070
			129,500			113,500
Unamortized discount			-			-
Balance		$	129,500		$	113,500

Convertible notes payable - related party
July 21, 2014	January 25, 2015	$	17,000		$	-	6.00	%	0.0080
October 16, 2014	April 16, 2015		21,000			-	6.00	%	0.0045
July 17, 2013	January 17, 2014		-			30,000	6.00	%	0.0010
July 26, 2013	January 26, 2014		-			10,000	6.00	%	0.0010
November 12, 2013	May 12, 2014		-			11,000	6.00	%	0.0125
			38,000			51,000
Unamortized discount			(15,064	)		(26,889)
Balance		$	22,936		$	24,111

Notes Payable

The following table reflects the notes payable as of December 31, 2014 and 2013:

Issue Date	Maturity Date		2014		2013	Interest Rate
Notes payable, in default –related parties:
February 24, 2010	February 24, 2011	$	7,500	$	7,500	6.00	%

Notes payable, in default:
June 23, 2011	August 23, 2011		25,000		25,000	6.00	%
April 27, 2011	April 27, 2012		5,000		5,000	6.00	%
			30,000		30,000

		$	37,500	$	37,500

Convertible Notes Payable

Between January 1, 2014 and December 31, 2014, the Company issued eight (8) convertible notes payable totaling $151,500. The notes include interest at 6%. The principal amount of the notes and interest is payable on the maturity date. The notes and accrued interest are convertible into common stock at fixed conversion prices. The conversion prices and maturity dates of these notes are detailed in the table in the above page.

The Company has evaluated the terms and conditions of the convertible notes under the guidance of ASC 815 and other applicable guidance. The conversion feature of four of the notes met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The note is convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature.

F-14

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

The following tables reflect the aggregate allocation as of December 31:

	2014			2013
Face value of convertible notes payable	$	151,500		$	310,990

Beneficial conversion feature		(29,212	)		(147,422	)

Carrying value	$	122,288		$	163,568

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, 2014, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $232,657.

At December 31, 2014 and 2013, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $91,754 and $59,267, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets.

Shareholder Loan

At December 31, 2014 the Company had a loan outstanding to a shareholder in the amount of $3,500 at 0% interest. Subsequent to December 31, 2014 the Company repaid the $3,500 loan to the shareholder.

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 total loss of capital.

Convertible Notes at Fair Value

Convertible Note Payable Dated January 16, 2014 at Fair Value

On January 16, 2014, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $50,000, bears interest at 6.0% per annum and was due on July 16, 2014. The note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 50% multiplied by the lowest closing price during the last twenty (20) trading days prior to closing, but not less than $0.002 per share.

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable, the Company recognized a day-one derivative loss totaling $51,431 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a loss of $51,431 on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

During the year ended December 31, 2014, the note was converted into 6,866,666 shares of common stock.

F-15

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

Convertible Note Payable Dated March 17, 2014 at Fair Value

On March 17, 2014, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $40,000, bears interest at 8.0% per annum and is due on March 17, 2015. The note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 57% multiplied by the lowest closing bid price for the Company’s common stock during the fifteen (15) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $31,321 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $31,321 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

During the year ended December 31, 2014, the note was converted into 11,181,304 shares of common stock.

Convertible Note Payable Dated April 24, 2014 at Fair Value

On April 24, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $107,000, including $7,000 of original issue discount, bears interest at 12.0% per annum and is due on April 24, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price for the Company’s common stock during the twenty (20) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $166,771 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $166,771 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

F-16

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

During the year ended December 31, 2014, the Company repaid $20,000 of the principle and converted $35,000 of the note into 9,956,709 shares of common stock. The Balance of the note at December 31, 2014 was $52,000 with an approximate fair value of $167,000 .

Convertible Note Payable Dated August 21, 2014 at Fair Value

On August 21, 2014, the Company entered into a convertible note payable with a corporation. The convertible note payable, with a face value of $40,000, bears interest at 8.0% per annum and is due on August 21, 2015. The note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 57% multiplied by the lowest closing bid price for the Company’s common stock during the fifteen (15) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $34,971 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $34,971 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

At December 31, 2014, the $40,000 face value convertible note payable was recorded at its fair value of $137,614.

Convertible Note Payable Dated September 08, 2014 at Fair Value

On September 08, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $53,500, including $3,500 of original issue discount,, bears interest at 12.0% per annum and is due on September 8, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price two trading prices for the Company’s common stock during the twenty (20) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $42,080 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $42,080 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

F-17

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

At December 31, 2014, the $53,500 face value convertible note payable was recorded at its fair value of $174,726.

Convertible Note Payable Dated November 5, 2014 at Fair Value

On November 5, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $53,000, bears interest at 8.0% per annum and is due on July 31, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable on November 5, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $22,057 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $22,057 loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

At December 31, 2014 the convertible note payable, at fair value, was recorded at $155,344.

Convertible Note Payable Dated December 17, 2014 at Fair Value

On December 17, 2014, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $43,000, bears interest at 8.0% per annum and is due on September 19, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”).

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable on December 17, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $40,980 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $40,980 loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

F-18

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

At December 31, 2014 the convertible note payable, at fair value, was recorded at $126,503

Convertible Note Payable Dated October 22, 2012

On October 22, 2012, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on July 24, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”).

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

During the year ended December 31, 2013, the Company repaid $30,000 in principal and the remaining $12,500 in principal was converted into 1,136,364 shares of the Company’s common stock.

Convertible Note Payable Dated December 18, 2012

On December 18, 2012, the Company entered into a convertible note payable with a corporation. The note payable, with a face value of $42,500, bears interest at 8.0% per annum and is due on September 20, 2013. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”).

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

During the year ended December 31, 2013, the full $42,500 in principal and $1,700 in accrued interest was converted into 3,226,278 shares of the Company’s common stock.

F-19

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, continued

The following tables summarize the effects on earnings associated with changes in the fair values of the convertible notes payable, at December 31, 2014 and 2013:

	$	2014	$	2013
Face value of the convertible notes payable		241,000		-
Interest expense to record the convertible notes at
fair value on the date of issuance		389,611		-
Interest expense to mark to market the convertible notes
		131,066		-
Fair value, end of year	$	761,677	$	-

NOTE 8 – MATERIAL AGREEMENTS

Agreement to Explore a Shipwreck Site Located off of Brevard County, Florida

Exploration Permit with the Florida Division of Historical Resources for an Area off of Juno Beach, Florida

Exploration Permit with the Florida Division of Historical Resources for an Area off of Lantana, Florida

On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit the Company began remote sensing at the site with a cesium vapor magnotemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2 testing was done which confirmed a mid to late 18th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects, the Company is not pursuing Phase 3 at the Lantana site at this time, but review the site at a later date that has not yet been determined.

Exploration Permit with the Florida Division of Historical Resources for an Area off of Cape Canaveral, Florida

Certain Other Agreements

F-20

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – MATERIAL AGREEMENTS, continued

In February of 2014, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 2,000,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for preapproved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statements of operations.

In March of 2014 the Company entered into an agreement with a marine survey company. Under the terms of the agreement the survey company agreed to provide a forty foot survey vessel and captain in order to provide multi-beam data collection and processing on a daily basis for an area to be designated by the Company. Processed data will be provided to the Company in order to evaluate the area that was surveyed.

The Company agreed to pay the surveying company $3,500 per day plus fuel costs. Future surveying services will be provided to the Company at a daily rate of $1,850 plus company stock equal to or greater than $2,000 with a written guarantee as to the minimum value of the stock. The Company issued 142,900 shares to the principal of the marine survey company for services rendered under the agreement.

In April of 2014 the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreements 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 agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor an aggregate total of 300,000 restricted shares of its common stock. According to the agreement the shares vest at a rate of 25,000 per month during the term of the agreement. If the advisory council agreements are terminated prior to the expiration of the one year terms, then each of the advisors 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. The Company issued 300,000 shares of its restricted common stock to the advisor during the year ended December 31, 2014.

In May of 2014 the Company issued 2,000,000 shares of its restricted common stock to a consultant for various business advisory, financial and strategic consulting services. The Company believes that the consultant has provided services at below market rates of compensation and the shares were paid both for services rendered and to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company.

F-21

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – MATERIAL AGREEMENTS, continued

In July of 2014, the Company entered into a consulting agreement with a corporation under which the consultant agreed to provide various advisory services and corporate communications consulting services as an independent contractor. The consultant is not providing any legal advice nor acting as an investment advisor is not exclusive. The term of the agreement is for one year and the Company agreed to pay the consultant $4,000 per month while the agreement is in effect and issue the consultant 1,500,000 shares of its restricted common stock. The 1,500,000 shares were issued to the consultant and are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

In July of 2014, the Company agreed to lease a slip in Cape Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $354 per month including taxes for use of the slip.

In August of 2014, the Company agreed to lease a slip in Port Canaveral for one of its vessels. The lease is month to month and the Company agreed to pay $922 per month including taxes for use of the slip.

In August of 2014, the Company agreed to rent a vessel from a third party for $150 per day that the vessel is actually used by the Company. A day of usage is defined as any day the boat is put in the water and started, the boat may be used by the Company for up to twelve hours per day. The Company must pay an additional fee of $200 for every two hundred hours that it utilizes the boat. The agreement may be cancelled at any time by either party.

In October of 2014, the Company entered into an agreement to lease a house in Merritt Island Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015. As of December 31, 2014, future minimum rental payments required under this non-cancelable lease was $19,800, all of which is due during 2015.

The Company has an ongoing verbal agreement with a limited liability company that is controlled by a person who is related to the Company’s CEO to pay the related party consultant $3,000 per month to provide general business consulting, industry research, monitoring 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 and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services under the direction and supervision of the Company’s CEO. All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

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 December 31, 2014, the Company owed the related party limited liability company $29,850 for transfer agency services rendered and for the reimbursement of legal fees. In January 2014 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $7,683 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 768,293 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $7,683 from the sale of the stock, then the consultant is entitled to receive up to an additional 700,000 shares of common stock or a cash payment until the balance is paid in full. In March of 2014 the related party limited liability company also agreed to provide various corporate consulting, strategic planning and training under a separate consulting agreement and the Company agreed to pay 500,000 shares of its restricted common stock under the consulting agreement. All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for providing ongoing business advisory and strategic planning and consulting services, assistance with financial reporting. IT management, and administrative services. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion. The Company also agreed to reimburse the consultant for certain expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time. All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

The Company has an ongoing agreement to pay a limited liability company a monthly fee for archeological services and the review of historic shipwreck research consulting services.

All fees paid to the related party consultant during the period ended December 31, 2014 and 2013 are included as an expense in consulting and contractor expenses in the accompanying statements of operations.

F-22

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – DIVISON OF ARTIFACTS AND TREASURE

Under the Exploration Agreement with Tulco that was renewed on June 8, 2010, the Company is required to split any artifacts or treasure that it successfully recovers from the Juno Beach Shipwreck site with the FLDHR and Tulco. Tulco and the Company, assuming that the FLDHR’s portion will be 20%, have agreed to the following division of artifacts and treasure:

20% to the FLDHR

40% to Tulco

40% to the Company

More specifically, the FLDHR has the right to select up to 20% of the total value of recovered artifacts and treasure for the State's museum collection. After the FLDHR has selected those artifacts and treasure that it feels will complement its collection, then the Company and Tulco will split the remaining artifacts and treasure equally.

In addition to the division of artifacts with the FLDHR and Tulco, the Company has entered into agreements where it may be required to pay additional percentages of its net share of any artifacts that it recovers at the Juno Beach Shipwreck site:

●

The Company may elect to pay its divers or other personnel involved in the search for artifacts by giving them a percentage of the artifacts that they locate after a division of artifacts takes place with the FLDHR and Tulco. At the present time, the Company does not have any written agreements to pay any of its dive personnel a net percentage of any recovered artifacts; however, the Company reserves the right to do so in the future.

●

The Company has become aware that an individual has made a claim that he has a legally valid and binding agreement with Tulco to receive a percentage of any artifacts recovered from the Juno Beach Shipwreck. The individual has purportedly claimed that his agreement with Tulco was executed several years prior to the Company and Tulco entering into the Exploration Agreement in March 2007. The Company has not been able to verify the legal standing of this claim. If this alleged agreement exists and is legally valid and binding, or if there are other agreements that have a valid, legal claim on the Juno Beach Shipwreck site, then such consequences may have a material adverse effect on the Company and its prospects.

NOTE 10 – LEGAL PROCEEDINGS

On September 11, 2013, the Parties attended a voluntary mediation, which ended in an impasse.

F-23

NOTE 10 – LEGAL PROCEEDINGS, continued

F-24

NOTE 10 – LEGAL PROCEEDINGS, continued

On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure cite at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleges in their complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer seeks monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. As of March 24, 2014, Seafarer, through Counsel with the assistance of a licensed investigator, established there was no party or individual to be served from Tulco due to the death of the former Manager, and having no other legal person or entity to serve, has established that it will seek the entry of a default judgment, and final judgment for award of all rights to such site for contractual and other rights held by Tulco. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now working with the State for the renewed permit to be in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources.

NOTE 11 – RELATED PARTY TRANSACTIONS

In January of 2014, a related party shareholder provided the Company with a short term loan in the amount of $2,000. The Company repaid the related party shareholder the entire $2,000 balance during the year ended December 31, 2014. The Company did not pay any interest or fees to the related party shareholder for providing the short term loan.

In January of 2014, the Company entered into a convertible loan agreement in the amount of $31,500 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before July 17, 2014. 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 $0.006 per share.

In February of 2014, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 2,000,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

In April of 2014 the Company entered into a convertible promissory agreement in the amount of $5,005 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before October 22, 2014. 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 $0.007 per share.

In May of 2014 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 loan pays interest at a rate of 6% per annum and the principle and accrued interest was due on or before November 27, 2014. 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 $0.007 per share.

In June of 2014 an individual who is related to the Company’s CEO entered into a subscription agreement to purchase 900,000 shares of the Company’s restricted common stock at a price of $0.007 per share and the Company received proceeds of $6,300.

F-25

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – RELATED PARTY TRANSACTIONS , continued

On various dates in April, May and June of 2014 a related party investor converted the principal balance plus accrued interest of three convertible promissory notes and the accrued interest of three separate promissory notes into 4,492,150 shares of the Company’s common stock.

On various dates in August and September of 2014 a related party investor converted the principal balances totaling $40,000 plus the accrued interest of two convertible promissory notes into 5,125,000 shares of the Company’s common stock.

In July of 2014 the Company entered into a convertible promissory note agreement in the amount of $17,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before January 25, 2015. 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 $0.008 per share.

In August of 2014, a related party investor converted the accrued interest of $10,000 of a convertible promissory note into 2,500,000 shares of the Company’s common stock.

In September of 2014, the Company’s CEO provided an interest free loan to the Company in the amount of $1,500. The entire loan balance was repaid prior to September 30, 2014 and no interest or fees of any kind were paid to the CEO for providing the loan.

In October of 2014, a related party investor converted the principal balance and accrued interest of $5,160 of a convertible promissory note into 736,450 shares of the Company’s common stock.

In October of 2014 the Company entered into a convertible promissory note agreement in the amount of $21,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest are due on or before April 16, 2015. 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 $0.045 per share.

F-26

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – RELATED PARTY TRANSACTIONS , continued

The Company agreed to rent a cesium vapor magnetometer from a related party. As of December 31, 2014 the Company and the related party had not entered into a written rental agreement and were still negotiating the amount to be paid in order for the Company to lease the magnetometer and had not entered. No payments or funds were owed to the related party as of December 31, 2014.

At December 31, 2014 the following promissory notes and shareholder loans were outstanding to related parties:

A convertible note payable dated January 9, 2009 due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 10% per annum with interest payments to be paid monthly and is convertible at the note holder’s option into the Company’s common stock at $0.015 per share. The convertible note payable was due on or before January 9, 2010 and is secured. This convertible note payable is currently in default due to non-payment of principal and interest.

A convertible note payable dated January 25, 2010 in the principal amount of $6,000 with a person who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principle and accrued interest were due on or before January 25, 2011. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.005 per share. This loan is currently in default due to non-payment of principal and interest.

A note payable dated February 24, 2010 in the principal amount of $7,500 with a corporation. The Company’s CEO is a director of the corporation and a former Director of the Company is an officer of the corporation. The loan is not secured and pays interest at a rate of 6% per annum and the principle and accrued interest were due on or before February 24, 2011. This loan is currently in default due to non-payment of principal and interest.

A convertible note payable dated January 18, 2012 in the amount of $50,000 with two individuals who are related to the Company’s CEO. This loan pays interest at a rate of 8% per annum and the principle and accrued interest were due on or before July 18, 2012. The note is secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.004 per share. The note is currently in default due to non-payment of principal and interest.

A convertible note payable dated January 19, 2013 due to a person related to the Company’s CEO with a face amount of $15,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.004 per share. The convertible note payable was due on or before July 30, 2013 and is not secured. The note is currently in default due to non-payment of principal and interest.

A convertible note payable dated July 26, 2013 due to a person related to the Company’s CEO with a face amount of $10,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.01 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest.

A convertible note payable dated January 17, 2014 due to a person related to the Company’s CEO with a face amount of $31,500. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.006 per share. The convertible note payable is due on or before July 17, 2015 and is not secured. The note is currently in default due to non-payment of principal and interest.

A convertible note payable dated May 27, 2014 due to a person related to the Company’s CEO with a face amount of $7,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.007 per share. The convertible note payable was due on or before November 27, 2014 and is not secured.

A convertible note payable dated July 21, 2014 due to a person related to the Company’s CEO with a face amount of $17,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.008 per share. The convertible note payable was due on or before January 26, 2014 and is not secured. The note is currently in default due to non-payment of principal and interest.

F-27

SEAFARER EXPLORATION CORP.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – RELATED PARTY TRANSACTIONS , continued

A convertible note payable dated October 16, 2014 due to a person related to the Company’s CEO with a face amount of $21,000. This note bears interest at a rate of 6% per annum with accrued interest to be paid at the time that the principal balance is repaid or the note is converted into shares of the Company’s common stock. The note is convertible at the note holder’s option into the Company’s common stock at $0.0045 per share. The convertible note payable is due on or before April 16, 2015 and is not secured.

NOTE 12 - SUBSEQUENT EVENTS

None.

F-28

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

None.

Item 9A. Controls and Procedures.

(a) Management’s Annual Report on Internal Control over Financial Reporting.

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 and 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 and 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) promulgated under the Exchange Act, as of December 31, 2014. 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.

Internal Control Over Financial Reporting

As of December 31, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was 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.

Item 9A. Controls and Procedures, continued

*	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.

Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting

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 December 31, 2014 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.

Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised).

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

(b) Change in Internal Control Over Financial Reporting

The Company has not made any change in our internal control over financial reporting during the year ended December 31, 2014.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Name	Age	Position
Kyle Kennedy	54	President, Chief Executive Officer, Chairman of the Board
Charles Branscumb	44	Director
Robert L. Kennedy	63	Director

Kyle Kennedy

President, Chief Executive Officer, Chairman of the Board

In 2001, Kyle Kennedy co-founded Spartan Group Holdings, Inc., a group of companies offering security sales and trading and investment banking services. In 2003, Mr. Kennedy was also one of the founders of Island Stock Transfer, a securities transfer and processing company with whom he is still associated. Prior experience includes: August 1995 to Present – President of Kennedy and Associates, Business Consultants; March 1998 to December 1998 – Vice President Corporate Finance, Palm State Equities, Inc.; January 1999 to September 1999 – Vice President Investment Banking, 1st American Investment Banking; September 1999 to May 2000 – President and CEO, Nowtrade Corp. Mr. Kennedy is a senior financial executive, CEO, and President, with over 28 years experience in the brokerage business. He has held the following licenses: Series 3, 4, 7, 52, 63, 24 and 55. He created, built and co-managed over $400 million of assets in money management, with specific focus in equity analysis. Mr. Kennedy’s public company experience includes his position as Executive Vice President and ultimately, acting President, of a public holding company with four diverse operating entities. He performed the day to day operations of the company and management. He was directly responsible for the turnaround of this complex, diverse holding company and successfully developed and implemented a creditor workout plan, negotiating with over 100 creditors, collection agencies and attorneys.

Charles Branscum

Director

Mr. Branscum has spent most of his professional career working for Arkansas Steel Associates, LLC (“ASA”). Mr. Branscum is currently the rolling mill foreman for ASA.

Robert L. Kennedy

Dr. Robert L. “Rob” Kennedy is a Professor in the Office of Educational Development of the University of Arkansas for Medical Sciences (UAMS) in Little Rock, Arkansas. Prior to that, he was Clinical Professor and Chair of the Department of Nursing Science, and Director of the Scholarship and Research Center, all in the UAMS. He has worked in the areas of evaluation, research, statistics, and technology in several universities, including the University of Arkansas at Little Rock, Western Kentucky University, the University of Central Arkansas, and was an adjunct with the University of Central Michigan and the University of Memphis. His Ph.D. was awarded from the University of Missouri, Columbia, in Higher Education with majors in Educational Psychology and Mathematical Statistics. He has consulted with numerous school districts and businesses, done extensive research and documentation, and is a past-president of both the Mid-South Educational Research Foundation and the Mid-South Educational Research Association (MSERA). He maintains an active interest in MSERA, chairing the Publications Committee and presenting during annual meetings. He also reviews for the organization's journal, Research in the Schools.

Family Relationships

Charles Branscum and Robert L. Kennedy are both related to Seafarer’s CEO, Kyle Kennedy.

Director Positions in Other Public Companies

No director holds any directorship in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act. No director holds any directorship in a company registered as an investment company under the Investment Company Act of 1940.

Code of Conduct

As the Board of Directors only has three directors, no Audit or Strategy Committee has been established. The Company does not have a standing nominating committee or any committee performing a similar function. For the above reasons, the Company has not adopted a code of ethics although the Company intends to adopt a code of ethics.

The Company believes that its future success will depend on the abilities and continued service of its CEO, Kyle Kennedy, and some its consultants. If the Company were to lose the services of Mr. Kennedy it may be very likely that the Company would be severely harmed and its business adversely affected. The Company also has several key consultants who have been very instrumental in the growth and development of the Company, particularly in the areas of archeological research and diving operations, corporate financial consulting, strategic planning and corporate advisory services and the Company believes that it is very important to its long-term success to retain the services of these consultants.

Item 11. Executive Compensation.

Officers Summary Compensation Table

Name and Principal Position	Period End	Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kyle Kennedy (1)	12/31/14		--		--	--	--	--	--	$417	$417
	12/31/13		--		--	--	--	--	--	--	--
	12/31/12		--		--	--	--	--	--	--	--

(1)

The Company does not pay a salary, bonus or stock compensation to Mr. Kennedy. The Company does not accrue any salary, stock based compensation, benefits or other compensation on behalf of Mr. Kennedy. Mr. Kennedy did not receive any stock based compensation during the years ended December 31, 2014, December 31, 2013 and December 31, 2012. The Company’s Board of Directors agreed that it would provide compensation to Mr. Kennedy beginning in 2015, however the amount of compensation had has not yet been determined. The Company also agreed to provide Mr. Kennedy with health insurance starting in November of 2014. During the year ended December 31, 2014 the Company paid $417 in health insurance premiums for Mr. Kennedy. As a part of his duties as CEO, Mr. Kennedy is required to travel extensively on Company business as the Company’s dive operations are on the east coast of Florida and the Company’s headquarters are located on the west coast of Florida. The Company decided that it would be less expensive for Mr. Kennedy to use his personal vehicle than to lease him a car. In lieu of leasing a car for Mr. Kennedy to use for Company business, Mr. Kennedy uses his personal vehicle for Company business. The Company provides Mr. Kennedy with periodic expense advances and reimbursements, including travel reimbursements for mileage and fuel for the use of his personal vehicle for Company business and reimburses him for various other Company business related expenses. The Company also paid $5,713 in 2014, $3,890 in 2013, $5,490 and in 2012 for Mr. Kennedy’s cellular telephone, text, and wireless data plan.

Officer Compensation

All compensation paid to executives who were officers of the Company for the years ending December 31, 2014, 2013 and 2012, is reflected in the Officers Summary Compensation Table.

Directors Summary Compensation Table

Name and Principal Position	Period End	Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kyle Kennedy (1)	12/31/14		--		--	--	--	--	--	--	--
	12/31/13		--		--	--	--	--	--	--	--
	12/31/12		--		--	--	--	--	--	--	--

Charles Branscum (2)	12/31/14		--		--	--	--	--	--	--	--
	12/31/13		--		--	$26,250	--	--	--	--	$26,250
	12/31/12		--		--	$18,900	--	--	--	--	$18,900

Dr. Robert Kennedy (3)	12/31/14		--		--	$29,000	--	--	--	--	$29,000
	12/31/13		--		--	$26,000	--	--	--	--	$26,000
	12/31/12		--		--	--	--	--	--	--	--

Item 11. Executive Compensation, continued

(1)	During the years ended December 31, 2014, 2013 and 2012, the Company did not pay any Director’s fees to Mr. Kennedy.

(2)	During the year ended December 31, 2014, the Company did not pay any fees to Mr. Branscum for his participation as a member of the Board of Directors. During the year ended December 31, 2013, the Company paid a fee of 1,500,000 restricted shares of its common stock to Mr. Branscum, valued at $26,250, in exchange for his participation as a member of the Board of Directors. During the year ended December 31, 2012 the Company paid a fee of 3,000,000 restricted shares of its common stock to Mr. Branscum, valued at $18,900, in exchange for his participation as a member of the Board of Directors
(3)	During the year ended December 31, 2014, the Company paid a fee of 2,000,000 restricted shares of its common stock to Dr. Robert Kennedy, valued at $29,000, in exchange for his participation as a member of the Board of Directors. During the year ended December 31, 2013, the Company paid a fee of 4,000,000 restricted shares of its common stock to Dr. Robert Kennedy, valued at $26,000, in exchange for his participation as a member of the Board of Directors.

Director Compensation

The Company does not have a formal compensation plan in place for its directors. All compensation paid to directors who were directors of the Company during the years ended December 31, 2014, 2013 and 2012 is reflected in the Directors Summary Compensation Table.

Employment Agreements

None.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following tables set forth certain information regarding beneficial ownership of our capital stock as of the date hereof by (i) each person whom we know to beneficially own more than five percent (5%) of any class of our common stock, (ii) each of our directors, (iii) each of the executive officers and (iv) all our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned.

Our total authorized capital stock consists of 1,200,000,000 shares of common stock, $0.0001 par value per share. As of March 23, 2015, there were 1,041,796,090 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to our stockholders.

This table reflects shares that were issued and outstanding as of March 23, 2015.

			Percentage
			Of Common
			Shares
		Shares of Common Stock	Beneficially
Name and Address of Beneficial Owner (1)		Beneficially Owned	Owned (2)
Kyle Kennedy – President, CEO and Chairman of the Board		35,500,000 (3)	3.41%
Charles Branscum – Director		15,000,000	1.44%
All directors and officers as a group (2 persons)		66,340,267	6.37%
Credo Argentarius, LLC		35,500,000 (3)	3.41%
Robert L. Kennedy		15,840,267	1.52%

(1)	Unless otherwise indicated, the address of each person listed below is c/o Seafarer Exploration Corp, 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618.
(2)	Percentages are based on 1,041,796,090 shares of common stock issued and outstanding at March 23, 2015.
(3)	For the purposes of this table, the share amounts being shown as beneficially owned by Mr. Kennedy include: 35,500,000 shares legally owned by Credo Argentarius, LLC (“Credo”), an entity controlled by Mr. Kennedy’s wife. This statement shall not be construed as an admission that Mr. Kennedy is, for the purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any of the securities set forth in the preceding sentence.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

In February of 2014, the Company entered into an agreement with an individual who is related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Director. Under the terms of the agreement, the Company agreed to pay the Director 2,000,000 restricted shares of its common stock at the execution of the agreement and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Director for pre-approved expenses. The 2,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement.

In August of 2014, a related party investor converted the accrued interest of $10,000 of a convertible promissory note into 2,500,000 shares of the Company’s common stock.

In October of 2014, a related party investor converted the principal balance and accrued interest of $5,160 of a convertible promissory note into 736,450 shares of the Company’s common stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence, continued

At December 31, 2014 the following promissory notes and shareholder loans were outstanding to related parties:

Item 13. Certain Relationships and Related Transactions, and Director Independence, continued

Item 14. Principal Accounting Fees and Services

Audit Related Fees

For the years ended December 31, 2014 and 2013, the Company paid $29,000 and $28,000 respectively, in fees for professional services rendered for the audit and review of our financial statements.

Tax Fees

For the years ended December 31, 2014 and 2013, the Company paid $0 in fees for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the years ended December 31, 2014 and 2013.

PART IV

Item 15. Exhibits

(2)	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

2.1	Form of Share Exchange Agreement dated June 4, 2008 by and among Organetix, Inc., Seafarer Exploration, Inc. and each of the shareholders of Seafarer Exploration incorporated by reference to Form 8-K filed with the Commission on June 10, 2008.

(3)	Articles of Incorporation and By-laws

3.1	Amended and Restated Certificate of Incorporation of Organetix, Inc. incorporated by reference to Organetix, Inc.’s Schedule 14C Definitive Information Statement filed with the Commission on May 6, 2008.

3.2	Certificate of Amendment to the Certificate of Incorporation to merge Seafarer Exploration Corp., a wholly-owned subsidiary of the Company into the Company with the Secretary of State of the State of Delaware. Pursuant to the Certificate of Amendment, the Company’s Articles of Incorporation were amended to change its name from Organetix, Inc. to Seafarer Exploration Corp. dated July 17, 2008, incorporated by reference to Form 8-K filed with the Commission on July 24, 2008.

(10)	Material Contracts

10.1	Agreement by and between Tulco Resources, Ltd., and Seafarer Exploration, Inc. dated February 2007, incorporated by reference to Form 8-K filed with the Commission on June 8, 2010.

10.2	Agreement by and between Heartland Treasure Quest and Seafarer Exploration Corp. dated February 1, 2013, incorporated by reference to Form 10-K filed with the Commission on April 14, 2014.

10.3	Fee Settlement Agreement by and between ClearTrust, LLC and Seafarer Exploration Corp. dated January 28, 2014.

10.4	Board of Directors Letter Agreement by and between Dr. Robert Kennedy and Seafarer Exploration Corp. dated February 28, 2014.

10.5	Seafarers Quest, LLC Operating Agreement March 03, 2014.

10.6	Surveying Agreement by between Land and Sea, Inc. and Seafarer Exploration Corp. dated March 24, 2014.

10.7	Consulting Agreement by and between Worldwide Financial Marketing, Inc. and Seafarer Exploration Corp. dated July 1, 204.

31.1	Certification of Chief Executive Officer and Principal Accounting Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14. Filed with this Form 10-K.

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed with this Form 10-K.

101.INS	XBRL Instance Document. Filed with this Form 10-K.

101.SCH	XBRL Taxonomy Extension Schema. Filed with this Form 10-K.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase. Filed with this Form 10-K.

101.DEF	XBRL Taxonomy Extension Definition Linkbase. Filed with this Form 10-K.

101.LAB	XBRL Taxonomy Extension Label Linkbase. Filed with this Form 10-K.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase. Filed with this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Seafarer Exploration Corp.


Date: March 31 , 2015	By:	/s/ Kyle Kennedy
		Kyle Kennedy President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer and Principal Accounting Officer)

Date: March 31, 2015	By:	/s/ Charles Branscum
		Charles Branscum, Director

Date: March 31, 2015	By:	/s/ Robert L. Kennedy
		Robert L. Kennedy, Director

EXHIBIT 10.3

Fee Settlement Agreement

Recitals

AGREEMENT entered into this 28th day of January, 2014, by and between Seafarer Exploration Corp (the "Company"), and ClearTrust, LLC ("Transfer Agent").

WHEREAS, the Transfer Agent has incurred various reimbursable expenses resulting directly from acting as transfer agent for the Company, and the Company is obligated to reimburse the Transfer Agent for said expenses.

NOW, THEREFORE, the Company and Transfer Agent hereby agree to settle the amount owed to the Transfer Agent with shares of restricted stock. The parties hereto agree as follows:

1. Legal Expenses Owed

The transfer agent has incurred reimbursable expenses and invoiced the Company as detailed in the table below:

Date of Invoice to Company	Invoice Number	Amount	Reason for Invoice
9/4/13	2733	$918	Legal expenses related to "Eldred vs. Seafarer" case
10/4/13	2822	$540	Legal expenses related to "Eldred vs. Seafarer" case
10/23/13	2833	$184.45	Legal expenses related to "Eldred vs. Seafarer" case
10/28/13	2838	$2779	Legal expenses related to "Eldred vs. Seafarer" case
1/9/14	3124	$3261.48	Legal expenses related to "Eldred vs. Seafarer" case
	TOTAL	$7,682.93

2. Issuance of Stock

The Company shall reimburse the Transfer Agent cashless with a non-refundable payment of 768,293 shares of restricted common stock of the Company. The Transfer Agent may sell the shares in the public marketplace in reliance on Rule 144 or negotiate the sale of the shares in a privately negotiated transaction. Regardless the manner of sale, the Transfer Agent must apply all proceeds gained by the sale of the shares to the open invoices listed in the table above.

Should the Transfer Agent realize less proceeds than the total due in the table above, the Transfer Agent may request up to 700,000 additional shares of stock or a cash payment to

cover the difference in the amount owed.

5. Severability

In the event that any one or more provisions herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

6. Miscellaneous

This Agreement (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede ail prior understandings and agreements as to such subject matter; (ii) may be amended or modified only by a writing executed by the party against whom enforcement is sought; (iii) shall inure to the benefit of and be binding upon the respective heirs, administrators, personal representatives, successors and assigns of the parties hereto; and (iv) shall be governed by and construed in accordance with the laws of Florida.

IN WITNESS WHEREOF, the parties hereto have executed this Fee Settlement Agreement as of the date and year first above written.

CLEARTRUST, LLC:

/s/ Kara Kennedy

Kara Kennedy, Director

SEAFARER EXPLOTION CORP.

/s/Kyle Kennedy

Kyle Kennedy, Director

EXHIBIT 10.4

February 28th, 2014

Robert L. Kennedy 41 Timberlane Trail

Conway, AR 72034-3611

Dear Robert L. Kennedy:

On behalf of Seafarer Exploration Corp. (the Company"), I am very pleased to offer you a position on the Company's Board of Directors.

As a member of the Company's Board of Directors, you will be invited to attend Board of Director meetings, either in person or on the telephone. In addition, your name and biography may appear on the Company's website and corporate identity materials. Your service as a member of the Board of Directors will be subject to the Company's Board of Directors Terms and Conditions attached hereto as Exhibit A, to which you agree by your signature below (the "Terms").

On behalf of the Company, I am excited about you serving as a member of the Board of Directors and look forward to your continued input and guidance.

Sincerely,

Seafarer Exploration Corp.

/s/Kyle Kennedy

Kyle Kennedy

Chief Executive Officer and Chairman of the Board of Directors

I agree to and accept the position as a member of Seafarer Exploration Corp.'s Board of Directors' and agree to he bound by all of the Terms and Conditions as contained in Exhibit A.

/s/ Robert L. Kennedy

Robert L. Kennedy

Page 1 of 5

BOARD OF DIRECTORS AGREEMENT

Exhibit A

BOARD OF DIRECTORS TERMS AND CONDITIONS

Term. The term ("Term") of this Board of Directors Agreement (the Agreement") shall commence on February 28 th 2014 (the "Effective Date") and be in full force and effect until terminated according to Paragraph 8.

Appointment to the Board of Directors. The Company hereby appoints and retains Robert L. Kennedy (the "Director"), on a non-exclusive basis, during the Term to serve as a member of its Board of Directors.

Services. The Director, as a member of the Company's Board of Directors, shall use his best efforts to provide the Services (the "Services") to the Board which shall include providing services required of a director under the Company's Articles of Incorporation and Bylaws, as both may be amended from time, to time and under the General Corporation Law of Florida, the federal securities laws and other state and federal laws and regulations, as applicable. The Director will also provide the following Services:

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 Board 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 Directory or consulting services as may be appropriate from time to time.

Consideration. In consideration of the performance of the Services as a member of the Company's Board of Directors for a period of one year from the Effective Date of this Agreement, the Company agrees to issue 2.000,000 shares of its restricted common stock (the "Shares") to the Director. The Shares will be issued upon the execution of this Agreement. The Company and the Director will negotiate future compensation on a year-by-year basis.

Disclosures of Director. During the Term, the Director shall:

disclose to the Company all of his interests in any transaction or agreement contemplated by the Company or any matter which may taint the Director's objectivity when performing his role as an Director hereunder;

Page 2 of 5

BOARD OF DIRECTORS AGREEMENT

inform the Company of any business opportunities made available to the Director as a result of the Director's involvement with the Company or otherwise through the performance of the Services; and

not serve as an Director, or consent to an appointment as a member of the board of directors or management team, accept employment from or perform consulting services for any company which competes, directly or indirectly, with the Company.

4 .

Warranties of the Director. The Director warrants that

no other party has exclusive rights to his services in the specific areas described and that the Director is in no way compromising any rights or trust between any other party and the Director or creating a conflict of interest;

no other agreement will be entered into that will create a conflict of interest with this agreement;

he will comply with all applicable state and federal laws and regulations, as applicable, including Sections 10 and 16 of the Securities and Exchange Act of 1934; and

he will not, without obtaining the Company's prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Company or establish a business in competition with the Company.

Expenses. The Company shall reimburse the Director for all approved reasonable out-of-pocket expenses incurred in connection with the performance of the Directory Services. Out-of-pocket expenses may include travel (including meals, gas, mileage, and lodging), presentation materials, miscellaneous fees, etc. The Company must approve all reimbursable expenses in advance.

Termination. This Agreement may be terminated by either party for any reason upon written notice to the other party. This Agreement shall automatically terminate upon the death of the Director or upon his resignation or removal from, or failure to win election or reelection to, the Company's Board of Directors. In the event of any termination of this Agreement, the Director agrees to return any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. The Director agrees that the Company has the right of injunctive relief to enforce this provision. Termination of this Agreement shall not relieve the Director of his continuing obligation under this Agreement with respect to confidentiality of proprietary information.

Independent Contractor. Director's relationship with the Company will at all times be that of an independent contractor and not that of an employee. The Director will not be deemed an employee of the Company for purposes of employee benefits, income tax, withholding, F.I.C.A. taxes, unemployment benefits or otherwise; The Director shall not enter into any agreement or incur any obligations on the Company's behalf and the Director will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

Page 3 of 5

BOARD OF DIRECTORS AGREEMENT

Non-disclosure of Confidential Information.

Agreement Not to Disclose. Director agrees not to use any Confidential Information (as defined below) disclosed to Director by the Company for Director's own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Services. Director shall not disclose or permit disclosure of any Confidential Information of the Company to third parties other than other members of the Company's Directory Council. Director agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Director further agrees to notify the Company in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Company's Confidential Information which may come to Director's attention.

Definition of Confidential Information. "Confidential Information" means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, shipwreck maps, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of Director at the time of disclosure, as shown by Director's files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Director.

Exceptions. Notwithstanding the above, Director shall not have liability to the Company with regard to any Confidential Information of the Company which Director can prove (i) is disclosed with the prior written approval of the Company, or (ii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Director shall provide prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise prevent or restrict such disclosure.

The Director specifically acknowledges that the Company is a publicly traded company whose shares are traded on the Over-the-Counter Bulletin Board under the ticker symbol SFRX. The Director has received or may receive in the future material non public information from the Company. In terms of receiving material non public information from the Company, the Director is subject all to securities laws applicable to insider trading. Moreover, the Director agrees that he will hold in strict confidence and not disclose to any third party any material non public information of the Company except as approved in writing by the CEO. The Director further agrees that he will use any material non public information that he receives from the Company for lawful purposes only.

No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor shall this Agreement grant Director any rights in or to the Company's Confidential Information, except the limited right to use the Confidential Information in connection with the Services.

10.

No Liability. Under no circumstances shall the Company be liable to the Director for any consequential damages claimed by any other party as a result of representations made by the Director with respect to the Company which are different from any to those made in writing by the Company. Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the other for delay in any performance, or for failure to render any performance under this agreement when such delay or failure is caused by Government regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause or causes beyond reasonable control of such delinquent party.

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BOARD OF DIRECTORS AGREEMENT

11.

Assignment of Inventions. To the extent that, in the course of performing the Services, Director jointly or solely conceives, develops, or reduces to practice any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, Director hereby agrees to assign all rights, titles and interest to such inventions to the Company.

12.

No Waiver. A waiver by either party of any breach of this Agreement by the other party shall not be construed as a waiver of any such subsequent breach by such party of the same or any other provisions of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Agreement.

13.

Partial Invalidity. If any portion of this Agreement shall be held invalid or void, the remainder of this Agreement shall not be affected but such portion shall be deemed modified to the extent necessary to render such provision enforceable under the law, and this Agreement shall remain valid and enforceable as so modified. In the event that the provision may not be modified in such a way as to make it enforceable, the Agreement shall be construed as if the portion so invalidated was not part of this Agreement.

14.

Governing Law. This Agreement shall be construed under and governed by the laws of the State of Florida without giving effect to the principles of conflict of laws. Both parties agree that the sole venue for litigation of any dispute arising under this agreement will be in Hillsborough County, Florida.

15.

16.

Facsimile Signatures. This Agreement may be executed by facsimile signature. A signed facsimile or photocopy of this Agreement shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an originally signed agreement for all purposes, including all matters of evidence and the "best evidence" rule.

17.

Advice of Counsel. Each Party Acknowledges that, in executing this Agreement, such Party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any Party by reason of the drafting or preparation hereof.

18.

Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes and cancels any prior communications, representations, understandings, and agreements, whether verbal or in writing, between the parties. No modifications of or changes to this Agreement shall be binding, nor can any of its provisions be waived, unless agreed to in writing by the parties.

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EXHIBIT 10.5

SEAFARER'S QUEST, LLC

AS AN AGREEMENT BETWEEN MARINE ARCHAEOLOGY PARTNERS, LLC AND SEAFARER EXPLORATION CORP.

OPERATING AGREEMENT

ARTICLE I

INITIAL DATE; PARTIES; AUTHORIZATION; AND PURPOSE OF THIS AGREEMENT

Section 1.01. Initial Date; Initial Parties. The effective date of this Agreement is March 1, 2014, and is agreed to govern SEAFARER'S QUEST, LLC, a limited liability company organized and existing under the laws of the State of Florida (the "Company"), and all persons who on that date are Members of the Company.

Section 1.02. Members.

The only holders of Member Units as set forth in the Articles of Organization shall be Seafarer Exploration and Marine Archaeology Partners, LLC. (hereafter referred to by Name or as "MAP").

Section 1.02. Subsequent Parties; Assent as a Precondition to Becoming a Member or to Obtaining Rights To Become a Member.

(a) No person may become a Member of the Company without first assenting to and signing this Agreement. Any act by the company to offer or provide Member status, or reflect that status in the Company's Required Records, automatically includes the condition that the person becoming a Member first assent to and sign this Agreement.

(b) If the Company offers, makes, or signs a Contribution Agreement or Contribution Allowance Agreement, or any other agreement that permits or requires a person to make a contribution and become a non-class A Member then such must be approved by the Management Committee and the 66% of the initial Class A Membership Units; and

(i) the other party to the Contribution Agreement, Contribution Allowance Agreement, or other agreement is not already a non-class A Member and has not already assented to and signed this Agreement, then the Company's action automatically includes the condition that the other party assent to and sign this Agreement before that person actually makes a contribution or becomes a Member. Under no circumstances shall any Person executing a Contribution Agreement or Contribution Allowance Agreement with respect to one or more Membership Units have the rights of a Member with respect to such Membership Units until such Person shall have executed and delivered a copy of this Agreement.

(ii) it is specifically stated that capital for purposes of operations, may be raised by both Parties, or by either Party individually, with such portion of capital contribution to be paid for, or taken as an investment from their proceeds from the project which would be due to that Party. Such portion of rights to revenue does not grant an ownership interest in the LLC, only a right to financial or other distribution, after the Members receive theirs, from that Member or Members portions.

(c) The Company is obligated not to accept a contribution from, or accord Member status to, any person who has not first assented to and signed this Agreement. The Company's acceptance of a contribution from a person who has not signed this Agreement does not waive that person's obligation to sign this Agreement.

(d) No transfer of a Membership Unit or the governance rights of any Membership Unit is effective unless the assignment complies with Section 12.02 and the assignee has assented to and signed this Agreement.

ARTICLE II

DEFINITIONS

Section 2.01. Definitions. For purposes of this Agreement, unless the language or context clearly indicates that a different meaning is intended, the words, terms and phrases defined in this section have the following meanings:

(a) "Accountants" mean such firm of independent certified public accountants as may be engaged by the Management Committee.

(b) "Act" or "LLC Act" means the Limited Liability Company Act of the State of Florida, as the same may be amended from time to time.

(d) "Additional Capital Contributions" means the Capital Contribution payable by the Members to the Company pursuant to Section 6.02.

(e) "Affiliated Person" means any:

(i) Class "A" Member;

(ii) Class "B" Member; if any is made.

(iii) legal representative, successor or assignee of any Person referred to in the preceding clauses (i) through (ii);

(iv) Trustee of a trust for the benefit of any Person referred to in the preceding clauses (I) through (iii);

(v) entity of which a majority of the voting interest is owned by any one or more of the Persons referred to in the preceding clauses (i) through (iv);

(vi) person who owns 10 0 /0 of the common stock of any corporate Member or any corporate partner of a Member which is a partnership; or

(vii) person who is an officer, director, trustee, employee, stockholder ( 10 0 /0 or more) or partner of any Entity or a Person referred to In the preceding clauses (I), (v) and (vi).

(f) "Agreement" means this Operating Agreement, as amended from time to time.

(g) "Capital Account" means the capital account of any Member of Dissociated Member, maintained as provided in Section 7.02.

(h) "Capital Contribution" means any agreed contribution to the capital of the Company in cash, property or services by a Member, whenever made.

(I) "Capital Interest" means the right of any Member or Dissociated member to be paid the amount in that Member's or Dissociated Member's Capital Account.

(j) "Capital Transactions" means: (i) with respect to any capital asset of the Company (as defined in the Code), any sale, exchange, transfer, disposition (including disposition by condemnation, casualty, or operation of law), financing; or (ii) the dissolution or liquidation by the Company or any partthe Company (iii) any sale or disposition of all or substantially all of the Company Interests in the Company in a single transaction.

(k) "Cash Flow" shall mean the funds provided from Company operations, interest on the Company's cash and investments, without deduction for noncash expenses (such as depreciation and amortization), but after deducting cash funds used to pay all other expenses, debt payments, capital improvements and repairs, replacements, and after provision for reserves determined necessary by the Management Committee.

(I) "Class 'A' Members" means those Members of the Company having actual ownership of and voting rights of the Company. No other Member classes are authorized unless upon the vote of the Class A Members as set forth herein

(m) Additional Classes of Member or Member Units shall only be additional member units or classes created with the vote of 66% of the original Class A Units, as per the Articles of Organization.

(o) "Code" means the Internal Revenue Code, as amended, and any successor to that Code, together with any and all final and temporary Treasury Regulations promulgated thereunder.

(p) "Company" means Seafarer's Quest, L.L.C., a Limited Liability Company organized pursuant to the Act.

(q) "Contribution Agreement" means an agreement between a person and the Company, under which:

(i) the person agrees to make a contribution in the operations of the Company; and

(ii) the Company agrees that, or such one party agrees, the Company will accept the contribution, reflect the contribution in the Required Records, issue to the person a specified number of Revenue Interest to be made after costs to such party

(r) "Core Business" means the company's business involving the ownership and management of managing and selling assets of the Corporation which is set forth above.

(s) "Default Rule" means a rule stated in the Act:

(i) which structures, defines, or regulates the finances, governance, operations, or other aspects of a limited liability company organized under the Act; and

(ii) which applies except to the extent it is negated or modified through the provisions of this limited liability company's articles of organization or operating agreement.

(t) "Disinterested" means, with respect to a Manager or Member and with respect to a particular transaction or other undertaking, a Manager or Member who: (I) is not a party to that undertaking; (ii) has no material financial interest in any organization that Is a party to that undertaking; and (iii) is not related by blood or marriage to any person who either is a party to that undertaking or has a material financial interest in any organization that Is a party to that undertaking.

(u) "Dissociation of a Member" or "Dissociation" occurs when the Company has notice or knowledge of an event that has terminated a Member's continued Membership in the Company (including an event that leaves a Member without any Governance Rights). A Member with respect to whom such an event has occurred is referred to in this Agreement as a "Dissociated Member."

(v) "Financial Rights" means a Member's rights to share in profits and losses, a Member's rights to receive distributions, and a Member's Capital Interest.

(w) "Fiscal Year" means the calendar year of 12 months ending on the 31st day of December.

(x) "Governance Rights" means all a Member's rights as a Member in the Company, other than Financial Rights and the right to assign Financial Rights, and shall include without limitation a Member's rights to vote on matters affecting the business and affairs of the Company and to participate in the management of the business and affairs of the Company.

(y) "Initial Capital Contribution" means the Original Capital Contribution which each Initial Class A Member each new Member agrees to make to the Company to obtain original issue Membership Units.

(z) "Initial Class 'A' Member" means the those parties to this Agreement.

(aa) "Management Committee" means those Class "A" Members having authority to manage the Company and the Manager at any and all times, as described under Section 8.05. There shall exist two members of the Management Committee.

(bb) "Manager" means a member of the Management Committee who shall serve as operational manager for only those operations of the LLC where he may act with approved managerial authority as will be granted to him in writing for any material matter by the Management Committee.

(cc) "Majority-in-Interest Consent" means the consent described in the Internal Revenue Service's Revenue Procedure 94-46, 1994-2 CB 688.

(dd) "Member" means a person who owns at least one Membership Unit and whose ownership of one or more Membership Units is reflected in the Required Records.

(ee) "Membership Unit" has the meaning stated in Section 5.01. Only Class A Membership Units shall exist for purposes of ownership and control.

(ff) "Operating Net Cash Flow" means Cash Flow, less the sum of the following, to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the Company's business; and (iii) such reserves as the Management Committee deems reasonably necessary to the proper operation of the Company's business. The "Operating Net Cash Flow" of the Company at any time shall be determined by the Accountants with approval of the Management Committee, which determination shall be binding and conclusive upon the Members in the absence of manifest arithmetical error.

(gg) "Person" includes a natural person, domestic or foreign limited liability company, corporation, partnership, limited partnership, joint venture, association, business trust, estate, trust, enterprise, and any other legal or commercial entity.

(hh) "Required Records" means those records that the Company is required to maintain in accordance with the Act. It shall be the responsibility of the Manager under the oversight of the Management Committee, who has a right of inspection at all reasonable times, which shall be appointed by Seafarer Exploration, to keep such records at their corporate headquarters. Essential eco ds shall be backed up for purposes of security off site, including the articles of organization, this operating agreement, accounting records, permit records, related necessary artifact records and records required by State and other authorities.

(ii) "Reversion Occurrence" means that occurrence of matters which would result in the reversion of interest completely to MAP of all rights to such permitted site. Such matter shall include the failure of Seafarer Exploration to operate the site as required under law, abandonment of operations on site or the bankruptcy of Seafarer Exploration to the point where such ownership interest would threaten the purpose of the LLC. Reversion is more fully defined below.

(jj) "Sharing Ratio" means with respect to any Member, as of any date, the ratio (expressed as a percentage) of: (i) the number of Units owned by such Member to; and (ii) the total number of Units owned by all Members, or such other ratio as shall be agreed by all Members from time to time. The Initial Membership shall exist as set forth herein, and shall be non-dillutable without approval of 66% of the then existing Class A Member Units.

(kk) "Subscription Agreements" shall mean investor subscription agreements submitted by any and all interested persons pursuant to the terms and conditions set forth in any future Private Placement Memorandum. Such matters or any equivalent shall only be completed in regard to the interest in revenue from the project which is the subject of the LLC, and in no case shall it be for additional unit membership of Class A Units. Such additional units of class may be created, but shall be non-voting and nonmembership units and shall only be revenue sharing.

ARTICLE III

BACKGROUND OF THIS AGREEMENT

Section 3.01. History and Nature of the Company. The Company was organized in the State of Florida between the Parties for the purpose of being engaged in the business of development of a business for purposes of research, survey, and recovery of an area located off the East coast of Florida. The purpose of the LLC includes the securing and issuance of a permit from the State of Florida Bureau of Archaeological Research (FBAR) for a dig and identify and a recovery permit. The area that is the purpose of the LLC is an area set forth under Schedule A to this agreement. Such area shall be the focus and area of purpose of the LLC. Both Parties agree to the entry of this operating agreement and the filed organizational agreement reflects the purpose of the LLC which shall be the permitting, survey, and recovery of artifacts and development of revenue for both Parties, as well as the goals of preservation of such artifacts recovered.

Section 3.02. Intent of This Agreement. The parties to this Agreement have reached an understanding concerning various aspects of: (i) their business relationship with each other; and (ii) the organization and operation of the Company and its business. They wish to use rights created by statute to record and bind them to that understanding. The parties intend this Agreement to control, to the extent stated or fairly implied, the business and affairs of the Company, including the Company's governance structure and the Company's non-dillutable membership, matters of financing required, dissolution, winding up, and termination as well as the relations among the Company's Members and outside parties. (iii) both Parties agree that their interests in the ownership of the rights to the permitted area shall be set forth and be absolutely non-dillutable as set forth in the Articles of Organization to be such that Seafarer Exploration shall hold a fifty percent (50%) non-dillutable basis in unit ownership of the LLC with Marine Archaeology Partners (MAP) to own the remaining fifty percent (50%) non-dillutable interest of the voting unit ownership of the LLC. (iv) The Management Committee shall have full and absolute authority over all material matters of the LLC as set forth herein, and (v) The Manager, being a person from Seafarer and Seafarer as the working party shall be responsible for all of Seafarers Exploration's day to day financing, recovery, survey, archaeological study, dive activities, accounting, legal matters, permitting from all sources with reasonable cooperation of MAP. Distribution of items for the LLC will have advance written approval at the direction of the Management Committee.

Section 3.03. Invalidity and Unreasonableness of Expectations Not Included in This Agreement.

(a) The Members fear the uncertainty and the potential for discord that would exist if:

(i) the unstated expectation of one or more Members can be used to gain advantage through litigation; or

(ii) expectations stated or expressed outside the confines of this Agreement can become actionable even though not all Members agree with those expectations or have assented to them and even though some Members have expressed or may harbor conflicting expectations.

(b) The Members therefore agree that:

(i) it is unreasonable for any Member to have or rely on an expectation that is not reflected in this Agreement;

(ii) any Member who has or develops an expectation contrary to or in addition to the contents of this Agreement has a duty to:

(A) immediately inform the other Unit Owning Party, the Management Committee and Manager, in writing; and

(B) promptly seek to have this Agreement amended to reflect the expectation;

Section 3.04. Advice of Counsel. Each person signing this Agreement:

(a) understands that this Agreement contains legally binding provisions;

(b) has had the opportunity to consult with a lawyer;

(d) has not relied upon any statement or representation made by any person purporting to act as legal counsel to the Company or the Initial Class "A" Members.

ARTICLE IV

RELATIONSHIP OF THIS AGREEMENT TO THE DEFAULT RULES OF THE LLC ACT AND TO THE ARTICLES OF ORGANIZATION

Section 4.01. Relationship of This Agreement to the Default Rules Under the LLC Act. Regardless of whether this Agreement specifically refers to particular Default Rules:

(a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly; and

(b) if necessary, to construe a Default Rule as modified or negated In order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. The binding default law shall be the Florida Limited Liability Corporation Act as amended and effective at the time of any dispute or matter.

Section 4.02. Relationship Between This Agreement and the Articles of Organization. If a provision of this Agreement differs from a provision of the Company's articles of organization, then to the extent allowed by law this Agreement will govern. However, In no case shall the interest of either party to ownership dilute or sell their original Class A Units, without the written consent of the other party in advance. Sale, shall include use of such ownership Units as collateral, lien or interest of any sort to any third party.

ARTICLE V

CAPITAL STRUCTURE; MEMBERSHIP AND CONTRIBUTIONS

Section 5.01. Membership Units. Ownership rights in the Company are reflected in Membership Units, as recorded in the Required Records.

Section 5.02. Voting Rights. Except as otherwise provided in this Agreement or in any non-waivable provision of applicable law, only the Class "A" Members shall be entitled to vote on any and all matters submitted to a vote of the Members. There shall exist no Class "B" Members unless the Articles of Organization is so amended by consent of 66% of the Class A Units. Only 100 Class A Unites shall exist. In the event there is another Class set out for purposes of financing, then such classes shall be for purposes of financial or revenue receipt alone, and shall have no voting rights.

Section 5.03. Liability of Members. No Member in his, her or its capacity as a Member shall be liable for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

Section 5.04. Indemnification.

a. Corporate Indemnification. The Company shall indemnify any Member or employee, or former Member or employee, of the Company against expenses, damages and costs actually and reasonably incurred in connection with the defense of an action, suit, or Proceeding, civil or criminal, In which the Member or employee is made a party by reason of being or having been a Member or employee of the Company, except in relation to matters as to which the Member or employee is determined in the action, suit, or Proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Membership Committee may approve of such indemnification in advance in writing.

b. Additionally, Company, after advance written agreement of the Management Committee, may purchase and maintain insurance on behalf of any Person who is or was a Member or employee of the Company against any liability asserted against and incurred by the Member or employee in any capacity arising out of the Member's or employee's status as such, whether or not the Company would have the power to indemnify the Member or employee against that liability under this section. Such insurance shall only exist for purposes of the operations of the Company and only for the Management, Management Committee, or persons directly involved in operations as designed by the Management Committee in writing.

c. Mutual Indemnification. Both MAP and Seafarer Exploration hereby agree that they are making the commitment to full indemnification of each other for any claims made by any third party, or person related to them as individual entities before entry by MAP and Seafarer Exploration, as an employee, agent, former owner, shareholder, attorney, accountant, vendor or any party claiming interest in either entity, the interest and operations claimed or projected in this agreement, including past, present or future claims as to each entity or person related which would impact the rights under this agreement and the purpose of the LLC. Such indemnification shall include the immediate right to monies for the retention of counsel, attorney's fees, and directly related costs and any and all such damages of any kind.

There shall be no joint and several liability for either MAP or Seafarer Exploration for damages, for any claims which occur or occurred outside of operations of the LLC.

d. Additional Insurance-Waivers. Because projects will be worked on Seafarer Exploration boats or craft under Seafarer Exploration's direction, and since persons designated by MAP are to be present at such operations, any designated persons from MAP shall carry or be insured at MAP's cost, or sign waivers of liability to Seafarer Exploration and its officers, directors, employees, contractors, consultants, advisors, agents, legal counsel and affiliated parties for any normal course of operation waiver of liability before they are allowed to be on such Seafarer Exploration craft or boats of subcontractors.

Section 5.05. Representations and Warranties. Each member, and in the case of an Organization, the Person(s) executing this Agreement on behalf of the Organization, represents and warrants to the Company and each other Member that: (a) if such Member is an Organization, it is duly organized, validly existing, and in good standing under the law of its state of organization, and it has full organizational power to execute and agree to this Agreement and to perform its obligations under this Agreement; (b) the Member is acquiring its, his or her Membership Interest in the Company for the Member's own account as an investment and without an Intent to sell, transfer or distribute the interest; and (c) the Member acknowledges that the Membership Interests have not been registered under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred by the Member: (i) without appropriate registration or the availability of an exemption from such requirements; and (ii) without conforming to the requirements of this Agreement.

Section 5.06. Issuance of Membership Units by the Company.

By entry into the Articles of Organization and into this agreement, Marine Archaeology Partners, LLC (MAP) and Seafarer Exploration Corp. shall by virtue of their entry become the owners of the following Class A Membership Units.

(a) MAP shall own fifty (50) of the Class A Member Units.

(b) Seafarer Exploration shall own fifty (50) of the Class A Member Units.

No Member has the right to make additional contributions or obtain additional Units, and each Member specifically waives any pre-emptive rights. However, each original Party shall have the right to buy such Units from the other original Party on negotiated terms. Any such sale shall be authorized by the Management Committee.

Section 5.07. No Right of Company To Require Additional Contributions. Except as provided in herein, the Company has no right to require any Member to make additional contributions beyond those set forth. This section does not release any Member from any obligation or promise of future performance that the Company accepted as a contribution.

Section 5.08. No Rights of Redemption or Return of Contribution. No Member has a right to have its Membership Units redeemed or its contribution returned prior to the termination of the Company, even if the Member dissociates prior to Termination of the Company. At Termination, the right to return of contribution or redemption is subject to the terms of this Agreement. However, such units shall be available through independent purchase, only through the other Member as negotiated between them. As such only MAP or Seafarer Exploration may buy their units, unless approval of such purchase is made by the supermajority of 66% of the holding Units.

Section 5.09. Survivability of Ownership. The LLC will survive in the event of any bankruptcy, Reversion Occurrence, or dissolution of either of the entities who are Members.

Reversion of rights is set forth separately.

ARTICLE VI

CAPITAL STRUCTURE; PROFITS, LOSSES, DISTRIBUTIONS AND TRANSACTIONS

BETWEEN MEMBERS AND THE COMPANY

Section 6.01. Initial Contributions. The Initial Class "A" Members hereby make the following initial contributions, which contributions shall, as necessary be ongoing.

(a) Contribution of MAP. MAP shall contribute all rights, claims, title, contract rights, permit rights, and all matters or rights held or claimed for the rights to the off shore area portion designated in Schedule A with assignment of all such rights held from the State of Florida, as is agreed in advance, Federal Authority or any other agency or governmental authority. Such contribution includes the assignment of all such rights to Seafarer Exploration's Quest, LLC from the Florida Secretary of State's FBAR, the Army Corps of Engineers, any other permitting agency, or any other governmental or quasigovernmental agency that has any oversight or that claims oversight over the to be permitted area. MAP is to contribute reasonable cooperation In permitting by signing all necessary documents when presented, the complete disclosure of all necessary information and documents for such permitting and any other request made by the Management Committee of the LLC for such permitting, renewal or other requirement of the LLC. The initial permit efforts of Seafarer Exploration is hereby acknowledged as a work in progress by Seafarer Exploration until the Recovery Permit is issued by the State FBAR through both parties' efforts, expertise and expenditure of efforts and capital.

(b) Contribution of Seafarer Exploration Corp. Seafarer hereby agrees that their entry into this LLC is for the purposes of development and recovery from such site. At all times Seafarer Exploration shall supply the Manager of the LLC, which initially shall be Kyle Kennedy, and in his absence shall be on a pro tern basis by Seafarer Exploration with written agreement in advance by the LLC Management Committee for a period of 30 days, and after such time then again appointed by Seafarer Exploration with written agreement in advance by the LLC Management Committee.

(c) Seafarer Exploration, shall be responsible for any and all costs and expenses, including any and all permit costs and fees, insurances required by the State FDEP, State FBAR, and US Army Corps of Engineers, for the exploration, dig and identify, research and establishment of historical province, salvage, recovery and joint conservation, artifacts and archaeological material from abandoned and lost Shipwreck Site(s), (the "Shipwreck Site(s) which shall be located in the Area set out in Schedule A to this agreement, held by a related entity to MAP for over the last decade. Such responsibility shall also include that same area necessary for permitting by the US Army Corps of Engineers (ACOE) Salvage Permit, Florida Department of Environmental Protection (FDEP) Salvage and Sub-bottom Permit. MAP will assist Seafarer Exploration reasonably necessary to transfer the ACOE and FBAR permits and any other permits, easements or agreements pertaining to the site, and shall assist at all reasonable times in the future to maintain and renew such permits or agreements. All costs for all such permits shall be borne by Seafarer Exploration. Copies of prior Permits and Contracts have been provided to Seafarer Exploration. It is hereby acknowledged that Seafarer Exploration and MAP have already expended great time, effort, expertise, and monies for the issuance of the dig and identify permit related to the Schedule A area.

(d) Seafarer Exploration, the Management Committee, and MAP will jointly agree in advance and will cooperate as to LLC operations, review, approve, and will manage any and all correspondence, meetings, with the FBAR or any other State or Federal Agency, in advance of submission. Seafarer Exploration and MAP will ultimately b e responsible for final approval of all press releases concerning the LLC prior to their release to the public through Seafarer Exploration with distribution to the Management Committee as set forth herein. If MAP does not respond to an in writing notification and draft of the press release within 12 hours, then Seafarer Exploration shall be able to release such draft. Seafarer Exploration must make all news releases within regulatory guidelines of the SEC as a controlling factor.

(e) MAP shall have the right to a representative Observer on board any and all Seafarer Exploration and/or subcontractor vessels performing any, diving, salvage and survey operations at all times as required at their own expense. The MAP representative Observer , if present, will cooperate under the direction of the ship's captain as an independent contractor observer while aboard any Seafarer Exploration vessel. Such persons provided or designated by MAP shall have and be insured for such activity or shall sign a suitable waiver provided by Seafarer Exploration or such sub-contracted boat against all reasonable claims for any negligence or cause of action which may accrue due to personal injury or other claim. Failure to sign such waiver, shall result in waiver of the right to have such personnel accompany Seafarer Exploration or related contractors on such operations. MAP shall as reasonably as possible be given 24 hour notice, weather permitting, of such operations to occur. MAP shall have the right to a person on all such vessels, and shall be provided reasonable notice of such operations, with reasonable notice for 24 hours' notice or as best notice as possible given weather and other conditions which govern such decisions.

(f) MAP has received a total amount of ten million (10,000,000), total shares of common stock ("stock"), of Seafarer Exploration in March 2013. Such stock for purposes of tacking period under Rule 144, date from the time of issuance. The below is the sequence of restriction removal applicable, and will be treated as follows:

(i)two million five hundred thousand (2,500,000) shares of stock upon this fully executed Agreement between the Parties. Such shares have already been issued and delivered to MAP or their designate and are hereby acknowledged as being received.

(Ii) an additional two million five hundred thousand (2,500,000) shares of shares of stock already held by MAP or related party shall have the legend removed by Seafarer Exploration upon execution of this agreement.

(iii) The additional five million (5,000,000) shares shall completely vest and all restrictive legend shall be removed by Seafarer Exploration upon the State of Florida initial permit issuance by the State of Florida Division of Historical Resources to the LLC. Such shall include all transfer agent costs and legend removal opinions letters.

Seafarer Exploration shall be responsible for the removal of all such restrictive legends, including all costs, legal opinions and matters for such shares within five days of submission.

Seafarer Exploration has the absolute right to issue additional performance shares of stock to MAP or their designated party. Seafarer Exploration and MAP agree that each will fully adhere to all federal, state and local laws and regulations related to the resale of Seafarer Exploration stock issued to it under this Agreement and both Parties agree that they will not conduct any illegal activities designed to artificially inflate or deflate the value of Seafarer Exploration's share price.

(h). Conservation: Seafarer Exploration and MAP shall be jointly responsible for overseeing the conservation of any and all archaeological or any other materials recovered from the Shipwreck Site(s). Seafarer Exploration and MAP will mutually locate and agree upon a third party lab to handle the conservation of the artifacts. The mutually agreed upon costs and expenses related to the conservation of archaeological materials shall be shared as per this agreement. MAP and Seafarer Exploration agree that conservation shall be supervised jointly with Scott Herber MSci. representing MAP and by Seafarer Exploration with their own designated representative if desired. Conservation will be performed in a mutually agreed upon secured lab with joint accounting/inventory/tracking each month, numbering system, pictures, and paper trail for each item as required by the State FBAR. Such costs of conservation shall be divided between MAP and Seafarer Exploration in a 40% and 60% cost split respectively. Such conservation efforts and matters, including personnel shall be governed by the LLC Management Committee and shall serve as independent contractors or advisors. Any persons overseeing the conservation of the artifacts will be approved by the FBAR and will have a written agreement with the LLC that includes a termination clause.

(i) Authority and Responsibilities of LLC Manager. The authority for operations of the Company shall be with the Manager, which shall be appointed by this Agreement. Kyle Kennedy is hereby appointed Manager by execution of this agreement. For purposes of the Company, such Manager shall have due authority and reasonable oversight by the Management Committee at any and all times for every action necessary for the operations of the LLC through Seafarer Exploration as the working party.

(j) Manager Actions. This operating agreement shall act as a deductive power matter as to the Manager and their authority. Any bank account or other account for the LLC shall be authorized by the Management Committee with joint signature over checks, safety deposit boxes, and withdrawals by both parties. The Manager shall manage the Company in a manner consistent with the agreement between MAP and Seafarer Exploration to receive such permits over the operational area as desired, the search and recovery of such area for artifacts from such area, the use of resources as necessary which will be expended by Seafarer Exploration in such operation. Other than the restrictions set forth herein, reasonable operational control for day to day operations shall rest in the Manager of this Corporation and be the responsibility of Seafarer Exploration with reasonable oversight by the Management Committee at all times.

(k) Communications by Manager or Captain as to Discoveries. In the event of a discovery of any material artifact and an agent of MAP, is not on the vessel making said discovery, MAP, shall be notified immediately of said discovery, and the nature of the discovery. The notification shall be by telephone, email or text. The agents or employees of Seafarer Exploration involved in notification of MAP shall also make an attempt to make voice contact with a designated contact person. The Manager shall endeavor with best efforts to respond to all communications from MAP representatives within six hours for all voice phone calls. MAP shall also endeavor with best efforts to respond to all communications from Seafarer Exploration representatives within six hours for all voice phone calls from Seafarer Exploration or Manager within 6 hours.

(I) Recovery Events. In the event of a material discovery of any appreciable artifact to the LLC which is of significant value or uniqueness, and an agent of MAP, is not on the vessel making said discovery, MAP, shall be notified immediately of said discovery, and the nature of the discovery. The notification shall be by email, telephone or text. Such communication shall occur within the business day of recovery once such item is identified as such value or uniqueness.

(m) Media Rights and Distribution. Any and all revenue from any publication, electronic, internet, television, print or otherwise, regarding the search, discovery or any phase of the search and discovery process, which is the subject of this Agreement shall be split gross 50%50% between the Parties and shall be mutually agreed upon in advance in writing between the Parties. Such split shall only be related from such revenues which are directly and solely related to the areas designated in Schedule A subject to this agreement. Further mutual agreements may come into play regarding joint participation in a museum/retail facility that has been discussed with the State. Such negotiations of such rights shall involve and be tied to the Management Committee of the LLC as a reasonable business decision. There shall be no limitation to the rights of the Manager to invite such parties onto such explorations, with notice in advance to the Management Committee and therefore both parties.

(n) Additional Areas. If there are identified areas which are on the borders or reasonably related as being immediately near and related to the defined area subscribed for the LLC which have material interest or relation to the designated site, then such site area shall be under rights of the LLC for pursuit for purposes of permitting by new issuance or amendment of the existing area with the State of Florida or under Federal Admiralty Claim. Such claims shall be pursued and be the rights of the Parties under the LLC. Such areas may be to the, south, east and west of the defined area under this LLC agreement as defined in Schedule A. If any wreck site Trail is conclusively and Archaeologically and factually proven to extend from the Schedule A area and continues to the North outside of the Schedule A area then the permit shall be amended to cover such specific wreck material and wreck trail for recovery. This is not for additional wreck sites, but the primary wreck involved herein. Such extension shall not extend further than one nautical mile to the north.

Section 6.02. Additional Capital; Loans; Interest for Financing.

(a) Subsequent Offering. Should the Management Committee, with the approval of the super majority representing over 66% of the Class A Units decide that additional capital is required over and above that amount necessary for funding as being provided or available there shall be available the action of generation of revenue for the project involved.

(b) The LLC shall never be liable for any loans made without consent as in 6.02(a) above.

(c) The two main holders, MAP and Seafarer Exploration, may apportion their Interest in revenue in two ways regarding the subject, purpose and matters of this LLC, for purposes of financing:

(i) That either party may assign portions of their profit after distribution, which is their distribution as defined under normal accounting measures, after costs and other matters, to a third party as an investment interest in the profits from the recovery made from such site, after such recovery, restoration, necessary archaeological conservation, accounting and distribution to the State or other authorities, and upon such sale, including to such Member upon their direction, for monies to be loaned or invested for the purpose of development, research, operation, technology, accounting, legal, normal G&A, outside vender or investor for such matters. If done, then each parties amount of "profit" as defined as a distribution due under GAAP financing shall be deducted by the amount, interest or percentage they assigned to such third party. As well, the Parties may agree subject to such deductions in this paragraph that they may jointly agree to enter into such agreement for dilution of their profits as defined under this agreement or under GAAP financing for the LLC. As such, either Party, or both Parties, must agree in writing to the LLC within thirty (30) days of such assignment for recordation, with such being transmitted to the Membership Committee. As such the portion of profit of such Class A Member, or both shall be reduced. In no way does this create, and It shall be communicated to such investing or lending party that they shall have any ownership rights as to the Class A Membership Units, and no dissenting rights. Such assignment shall be the complete responsibility of the assigning party of such interest, or both, under the control of management of the Manager of the LLC.

(ii) The Parties may agree, jointly, with the super majority of 66% of the Class A Units, that they will create a revenue/profit class of ownership of Class B Units, which only have the rights as envisioned under Section 6.02(c)(i) above, with complete written agreement between both MAP and Seafarer Exploration, with such document recorded with the State of Florida as an Amendment to such Article of Organization, with all specific rights.

Section 6.04. Order of Distribution. Operating Distribution shall be distributed in the following order of priority:

(a) First, to repay accrued interest on any loans made by the Company, along with any due principal and capital for operations.

(b) It is envisioned by the Members to the Company, that all such distributions shall be created and realized by the distribution of artifacts to each Member proportionately in the ratio of 40% to MAP and 60% to Seafarer Exploration of such artifacts.

(c) It shall be the obligation and duty of the Management Committee, as reported to record and set forth those items, through archaeological recordation, all such items which are available for distribution to the LLC's Members. Manager, Management Committee, and one appointed person from each Member shall have the absolute right to be present for all preservation, recovery, transportation and conservation of all such artifacts. The Company is not liable for costs of such presence by either party.

(d) Artifacts are to be distributed on a gross 60% - 40% basis to the Parties (60% to Seafarer Exploration and 40% to MAP) for agreed upon distribution after joint experts determine value of each item and after they are released by the State of Florida for distribution.

ARTICLE VII

TAX MATTERS

Section 7.01. Tax Characterization and Returns.

(a) The Members acknowledge that the Company will be treated as a "partnership" for federal and state tax purposes. All provisions of this Agreement, the Company's articles of organization, and this Agreement are to be construed so as to preserve that tax status.

(b) Within ninety days after the end of each Fiscal Year, the Manager will cause to be delivered to each entity who was a Member at any time during such Fiscal Year a Schedule K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of each Member's federal or state income tax (or information) returns, including a statement showing each Member's share of income, gain or loss, and credits for the Fiscal Year.

(c) The Company shall use the accrual method of accounting. The accounting period of the Company may be changed with the consent of the Management Committee if the Company qualifies for such change, and may be effected by the filing of appropriate forms with the IRS and state tax authorities.

(d) Costs of accounting and tax preparation shall be costs of the LLC.

Section 7.02. Capital Accounts. The Company will not establish a Capital Account for each Member.

Section 7.03. Accounting Decisions.

(a) The Manager with agreement of the Management Committee in advance of such filings shall make all accounting decisions with the assistance of Seafarer Exploration's accountants and public auditors, which shall be reported to the Management Committee.

Section 7.04. Tax Matters Partner. The Manager with agreement of the filings Management Committee shall act on behalf of the Company through the as the "tax matters partner" within the meaning of Section 6231(a)(7) of the Code. For this matter, Seafarer Exploration with agreement of the Management Committee shall take all direction and action through its accountants as the default tax preparation source, and shall do so at Seafarer Exploration's expense.

ARTICLE VIII

GOVERNMENT; MANAGEMENT COMMITTEE AS OVERSIGHT

Section 8.01. Management Committee.

(a) The Company will be managed for oversight by the "Management Committee," consisting of two members. The two members shall be and shall remain to be one members of such committee appointed by Seafarer Exploration and one member appointed by MAP. The Management Committee shall act as the board of directors. The number of Managers shall be determined by a Majority-in-Interest Consent of the Class "A" Members equal to the super majority of 66% of such Class A Units. The Manager may be a Committee Member.

(b) In General. Except as otherwise set forth in this Agreement, the Management Committee has the exclusive right to oversee the management and the Manager of the business other than day to day operations for exploration and recovery. They shall have the power and shall approve certain matters, and for purposes of the voting of the Units when such voting of Class A Units is called for any issue under this agreement.

(c) It is the intent of MAP and Seafarer Exploration that all members of the Committee or their designees as jointly approved shall have open access to all operations, including diving and survey activities on site for operations, and for all artifact preservation, storage, documentation and division of artifacts.

Section 8.02. Term of Members on Management Committee. The Initial Management Committee Members appointed shall serve until they become disabled, die, retire or otherwise withdraw or are relieved of such duties from the Committee by written of the appointing Member with notice to the Class "A" Members and the other members of the Committee. Any such vacancy shall be filled within ten days by the appointing member for that position so that if the position appointed by MAP is vacant, MAP shall appoint such replacement, and the same as to the position occupied by Seafarer Exploration. Appointment shall be in writing by such appointing Member. A Managing Committee Member need not be a shareholder or member of the appointing entity. Except as otherwise provided in this Agreement, a vote of a majority in number of the members of the Management Committee shall be required to approve any action required or permitted to be taken by the Management Committee. No Member of the Management Committee shall be appointed who has any background which would reflect negatively upon Seafarer Exploration as a public company which will have to report such membership. As such, any person with a felony record or matters involving violations of Federal or State laws shall not be eligible to serve on such committee. Such membership standard shall be the same as if the person were being appointed to the board of directors of a public company. For purposes of reporting to the State of Florida, such members shall not be divulged unless necessary.

Section 8.03. Management Committee Meetings. Management Committee Members shall be able to discuss and approve the Company's business informally, and shall, with timing during the quarter at their discretion, call and hold formal management meetings which may be held telephonically. For purposes of such meeting, a quarter shall be the first quarter of January 1 through March 31 51 , April 1 through June 30 th , July 1 through September 30, and October 1 through December 31 st . Such meetings may be waived in writing by the Members. An annual meeting Is not necessary if three of the prior four quarterly meetings has been held. All such meetings shall be held either in person or by telephone at the choice of the Committee.

Section 8.04. Committee's Members Commitment to the Company. Management Committee Members shall devote their best efforts and energies working to achieve the business objectives and financial goals of the Company. Since this is a project specific endeavor, such Committee Members may work for other salvage and recovery operations or entities. This is not a conflict of interest due to the site specific nature and rights held on this specific site.

Section 8.05. Authority of the Management Committee.

(a) General Authority. Except as set forth in Section 8.06(c) and elsewhere in this Agreement where the consent of the Members is expressly required, the Management Committee, on behalf of the Company and in furtherance of the business of the Company shall have the authority to perform all acts that the Company is authorized to perform including, but not limited to, the following:

(i) to oversee the operations of the Company, to include all permitting requirements by the Manager, to receive all financial reporting of finances, financial requirements, artifact recovery and efforts, artifact reporting, archaeological reporting and preservation requirements, the acquisition of all major materials which would be a liability upon the LLC only, the leasing of material, items or persons which would be a liability of the Company, and the division of artifacts.

(ii) it is expected that the Manager shall have overall authority to manage the operations of the LLC, and since such Is appointed by Seafarer Exploration, and Seafarer Exploration is the main party who shall be liable for all economic aspects of the expenditure of funds for the project. As such the Committee shall have authority to vote over any item of expenditure or commitment which would result In material liability to the LLC as whole. It shall not be affected by financing done which either side being MAP or Seafarer Explorations assigned or due from its own profit or revenue distributions.

(iii) to oversee the actions of the Manager in the employ, on behalf of the Company, legal, financial, accounting and operating agents, counsel and assistance, as well as initial and nonrecurring professional evaluation, advice, and recommendations concerning and with respect to the operation, financing, and disposition of the Company and to employ Persons In the operation and management of the business of the Company with limitation of section (ii) above.

(iv) to require in any Company contracts that the Members shall not have any personal liability thereon but that the person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction;

(vi) to purchase Membership Units for any reason deemed appropriate by the Management Committee;

(vii) the committee shall be reported to by the Manager of any proposed press releases concerning the Company, which are expected to be made by Seafarer Exploration.

(viii) for purposes of all meetings, such meetings may be at all times held telephonically or in person.

(ix) to do all acts they deem necessary or appropriate for the protection and preservation of the Company Assets, including the establishment of reserves in account;

(x) to compromise, submit to arbitration, sue on, or defend all claims in favor of or against the Company;

(xi) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Company is formed or operating;

(c) Reimbursement to the Management Committee for Expenses and Fees Advanced. The Management Committee Members shall not be entitled to reimbursement for expenses of the Company incurred or paid by any of them on behalf for their own travel or management function. Their appointing Company be it MAP or Seafarer Exploration is completely responsible for such matters, unless unanimously approved by the Management Committee in writing. Then such expenses shall be due and owing as a debt from the Company as a cost upon revenue distribution only upon such distribution action.

ARTICLE IX

RIGHTS AND OBLIGATIONS OF MEMBERS

Section 9.01. Membership of the Company. Only Class "A" Member Units shall exist under this Agreement, as held by the original two parties, being MAP and Seafarer Exploration, in their status, shall take part in the management or control of the business of the Company or transact any business in the name of the Company. Any Class B or other units shall be expressly made to this LLC under such terms as set forth herein.

Section 9.02. Limitation on Liability of Members. The liability of each member shall be limited to their amount of ownership interest and tied only to the actions of such party. In no case shall the other Member, be it MAP or Seafarer Exploration be liable for the actions of the other party apart from directly under this Agreement which occurred before the entry to such agreement. Any misrepresentation of any Party that other such claims did not exist shall immediately be compensable to the other party if such was reasonably known or should have been known at the time of entry of this agreement and was not disclosed.

Section 9.03. Other Activities. Nothing contained in this Agreement shall prevent any of the Class "A" Members from engaging in business activities not in conflict directly with the Core Business of the Company. Stated differently, any and all Members are not prohibited from engaging in competition with the Core Business of the Company other than on the site permitted and envisioned by this agreement as set forth in Schedule A. The Parties acknowledge that Seafarer Exploration is actively involved in the research, exploration, and salvage of other shipwreck sites and as such may direct its assets, personnel and resources to other work sites at its own discretion and at any time that it so deems necessary and as such this does not constitute a breach of this agreement.

Section 9.04. Power of Attorney.

(a) There shall exist none, other than the powers of the Manager as reported to the Management Committee or as existing for his powers.

ARTICLE X

ACTS OF MEMBERS AND MEMBER MEETINGS

Section 10.01. Acts of Members. Except to the extent provided under the Act, the articles of organization, or this Agreement require otherwise, an act of the Members consists of meetings by the Management Committee or as allowed acts of the Manager:

(a) a Majority-in-Interest vote of the Class "A" Membership Units present at a properly called meeting; No such actions for any provision under this Agreement shall occur without the approval of a super-majority of sixty-six percent (66 Class A Units) for any action called for in this Agreement. Such action can occur only by written consent of the Management Committee, in writing and signed by each such Management Committee member. Such meetings and votes may occur in writing after proposal, or in person at a meeting of the Committee.

Section 10.02. Annual and Quarterly Meeting. Annual meetings will be called at the discretion of the Management Committee as set forth herein. Quarterly meetings shall be held of the Management Committee must be held at the request of either party being MAP or Seafarer Exploration.

Section 10.03. Notice of Meetings. Written notice by way of letter, e-mall, fax, etc. of each meeting of the Members, stating the date, time, and place and, in the case of a special meeting, the purpose or purposes, must be given to every Member two days before such Member meeting. The business transacted at a special meeting of Members shall not be limited to the purposes stated in the notice of the meeting.

Section 10.04. Location and Conduct of the Meetings; Adjournments.

(a) Each meeting of the Members will be held at the Company's principal place of business or at some other suitable location within the same county, as designated by the Managers. For purposes of such meeting the corporate location of Seafarer Exploration's corporate offices, or an agreed to location or via telephone.

(b) The Manager of the meeting will be the Manager of the LLC as non-resident chair of such meeting if not a Member representative.

(c) Any meeting of the Members may be adjourned from time to time to another date and time and, subject to Section 10.05(a), to another place. If at the time of adjournment the person chairing the meeting announces the date, time and place at which the meeting will be reconvened, it is not necessary to give any further notice of the reconvening.

Section 10.05. Waiver of Notice.

(a) A Member may waive notice of the date, time, place and purpose or purposes of a meeting of Members. A waiver may be made before, at, or after the meeting, in writing, orally, or by attendance. Attendance and participation is considered a waiver.

(b) Attendance by a Member at a meeting is a waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not properly called or convened, or objects before a vote on an item of business because the item may not properly be considered at that meeting and does not participate in the consideration of the item at that meeting.

Section 10.06. Proxies.

(a) A Member may cast, or authorize the casting of, a vote by filing a written appointment of a revocable proxy with the Company at or before the meeting at which the appointment is to be effective. The Member may sign or authorize the written appointment by telegram, cablegram, or other means of electronic transmission stating, or submitted with information sufficient to determine, that the Member authorized the transmission. Any copy, facsimile, telecommunication, or other reproduction of the original of either the writing or the transmission may be used in lieu of the original, if it is a complete and legible reproduction of the entire original.

(b) A Member may not grant or appoint an irrevocable proxy.

Section 10.07. Quorum. For any meeting of the Members, a quorum consists of a majority of the Class "A" Membership Units. A quorum must represent both the 50 units of Seafarer Exploration and the 50 units of MAP, including those portions which may have devolved to third parties holding such shares as part of the original group.

Section 10.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting by written action signed by the Members who own the number of Membership Units equal to the number of Membership Units that would be required to take the same action at a meeting of the Members at which all Members were present. The written action is effective when signed by Members owning the required number of Membership Units, unless a different effective time is provided in the written action. When written action is taken by less than all Members, the Company will immediately notify all Members of the action's text and effective date. Failure to provide the notice does not invalidate the written action.

ARTICLE XI

REQUIRED RECORDS

Section 11.01. Contents and Location of Required Records. The Company will maintain at its principal place of business, or at some other location chosen by the Manager, with complete notice to the other Members, including all of the permitting, corporate records, financial and other business records of the business. Such records shall have the right of review by the Managing Committee at all reasonable times, with 48 hours notice on business days. It is the intent, that Seafarer Exploration shall have an open policy, within reason, and shall make such records available for review, including on line as possible to the other party, including an on line cloud site. All accounting records shall only be responsible from Seafarer Exploration as per its required reporting requirements under the Securities and Exchange Commission. As such MAP shall not have the right to accounting matters unreasonable to such compilation for such filings. Other records necessary for the State permitting shall be kept by the Manager for review and shall be readily available with such notice above.

ARTICLE XII

MEMBERSHIP WITHDRAWAL AND TRANSFER PROVISIONS

Section 12.01. Withdrawal of Members. No Class "A" Member may withdraw from the Company other than by other terms set forth herein unless such Member holder, being MAP or Seafarer Exploration abandons their Class A Member Unit ownership in writing to the other Party. Such writing shall be in a form that is written by the then appointed board of either party as then designated with the State of Florida, with a notice that references such withdrawal. Such notice shall be signed by all such parties to such board. Such withdrawal shall be sent via certified means to the other party.

Section 12.02. Restrictions on the Transfer of Membership.

(a) A Class "A" Member shall never have the right to transfer their membership units, or any portion thereof, without consent of the super majority (representing 66% or more) of such Class A Member Units with the express written consent of the Membership Committee.

(b) Notwithstanding the above provision or Section 12.01 above, any Member being MAP or Seafarer Exploration, shall have the right to sell their subset of Units, or their Units, to another party with such approval. Such approval by the other party shall not consist of any dissenter or other rights.

(c) If such transfer occurs, then the transferee party shall be subject to all the rights then held from the assuming party. Such rights shall include, and they shall be bound to all rights of either MAP or Seafarer Exploration as the Party they purchased or received such shares from. Such purchasing or receiving holder shall hold no separate rights other than what was held by MAP or Seafarer Exploration in the LLC.

(d) The explicit exception to 12.01(c) above shall be if either MAP or Seafarer Exploration shall sell or otherwise devolve their interest in such units to the other party, being MAP or Seafarer Exploration. In such case, the receiving party, being MAP or Seafarer Exploration shall hold such Class A Member Units as their own, as if they were original units held by such, with all rights which originally were related to such Unit ownership, under their rights of this Agreement.

ARTICLE XIII

DISSOLUTION PROVISIONS

Section 13.01. Events that Trigger Dissolution of the LLC. The following events shall trigger a dissolution of the LLC, except as provided:

(a) by Majority-in-Interest Consent of the Class "A" Members involving the super majority of 66% of such Class A member units.;

(b) entry of a decree of final dissolution of the Company under Section of the LLC Act; or

(d) or as set forth in Article XIV below.

ARTICLE XIV

BUSINESS CONTINUATION IN THE EVENT OF DISSOLUTION; REVERSION RIGHTS TO

PERMIT AND CONTRACT HOLDER; CONVERSION TO "C" CORPORATION

Section 14.01. Triggering Events.

(a) Subject only to Section 14.01(b), if the Company dissolves for any reason at any time, the affairs of the Company will be wound up and its legal existence terminated by merging the Company into a Successor LLC, as provided in Section 14.02. If terminated, all rights to claims for permits and rights that were held by MAP shall again reside and be held by MAP. Seafarer Exploration shall assist in all necessary execution of documents as necessary for MAP. In the event of dissolution, bankruptcy, or takeover of interest of MAP or a majority thereof, Seafarer Exploration shall continue as the majority holder and operator of the LLC without delay or hindrance.

(b) Section 14.02 will not apply and the Company will be liquidated under the Act within ten (10) days after the filing of Articles of Dissolution with the Secretary of the State of Florida provided a the super majority consent of Class "A" Members Consent and notify the Company in writing within (10) days after such filing that they object to proceeding under Section 14.02.

Section 14.02. Business Continuity.

Subject only to Section 14.01(b), as soon as dissolution occurs the Members will:

(i) organize the Successor LLC;

(ii) develop a plan of merger that complies with Section 15.03 for the Company and the Successor LLC.

(iii) Rights of surviving shareholders or members of the LLC, upon breakup, shall have the right to purchase units at a rate to be set by the Parties, within 60 days of entry into this agreement, by written buy out rights. If not done within such time, then such rights are held as previously and originally issued.

Section 14.03. Conversion to "C" Corporation.

(a) Notwithstanding any other provision in this Agreement, the Management Committee, with the approval of 66% of the holders of the Class A Units, may determine at any time to convert the Company into a corporation taxable under Subchapter "C" of the Code, as amended (a "Corporate Conversion"). Such Corporate Conversion would be accomplished by forming a corporation (the "Successor Corporation") with the same name as the Company under the laws of such jurisdiction as the Management Committee may determine after consultation with the Company's legal and tax advisors, and then merging the Company into the Successor Corporation. The merger shall be subject to the terms and conditions set forth In this Section 14.03.

(b) As soon as the Management Committee has determined that a Corporate Conversion pursuant to this Section 14.03 is necessary or desirable, the Members will:

(i) organize the Successor Corporation; Such successor corporation shall hold such rights and shares as approved by the Class A Member Units in such vote.

Section 14.04. Reversion Rights. In the event that Seafarer Exploration, through the manager of the LLC, or by their actions as a corporation in being the Manager of the LLC, shall fail to conform and timely perform its obligations necessary for work on the site designated on Schedule A, as called for by the regulations set forth for the permit or permits granted by the State of Florida, then all rights to such permits, holdings, claims and actions related to such rights, which are the complete holding rights of the LLC, shall revert to MAP, within thirty days written notice from the State of Florida or MAP, with certified delivery to the Office of Seafarer Exploration, excluding any period of cure by Seafarer Exploration. Seafarer Exploration shall have an additional 60 days to submit matters for cure of such defect with the State of Florida. Seafarer Exploration is not responsible for any delays for actions from the State of Florida or any agency for any matter concerning wait times for permits, permissions, or other matters so long as Seafarer Exploration acted with diligence for such matters. Delay by governmental entities are not grounds for reversion or termination by either Party.

Section 14.05. Dissenters' Rights.

There are no dissenters rights for any party who does not represent the whole of the initial holder of the Class A Member Units. No person who is a member of such subset as a shareholder of either party by being a director, officer, claimant or holder of rights, either past or present for any such outside party against either MAP or Seafarer Exploration shall hold any dissenters rights toward the LLC.

ARTICLE XV

REMEDIES FOR BREACH

Section 15.01. Equitable Remedies. All breaches of this Agreement are subject to Arbitration, except those necessary for operations. Such matters include, but are not limited to the signing of necessary permits and other matters by a party, as well as performance of other duties, to include the provision of necessary documents necessary for accounting, enforcement of rights, and other matters for the Company.

Other than absolute breach of this agreement, the Company in order to operate shall have the right to pursue litigation as below, for purposes of specific enforcement of a provision or duty, only.

Section 15.02. Successor Entity. In the event this LLC shall become subject to dissolution or bankruptcy of the LLC, the LLC shall be reformed with complete rights succeeding to the surviving unaffected party from such devolvement. The successor or creditor to such dissolving or bankrupted member shall have no rights to such LLC ownership.

Section 15.03. Attorney's Fees and Other Litigation Expenses. If a Member or the Company resorts to Arbitration to remedy a breach of this Agreement by a Member or former Member and the Company prevails in the Arbitration, in addition to any other remedies available to the Company under this Agreement or by law, the Company or member, if the Prevailing Party, may collect Its reasonable attorney fees and other costs and expenses of litigation.

Section 15.04. Binding Arbitration. It is understood that this Agreement is to be governed for any dispute by binding Arbitration. Such Arbitration shall be conducted in arbitration clause, shall be resolved by binding arbitration by the National Arbitration Forum, under the Code of Procedure then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court having jurisdiction, including remedies of repossession, replevin, foreclosure, or other remedies where property would be subject to reclamation or disposition. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. Information may be obtained and claims may be filed at any office of the National Arbitration Forum, www.arbitration-forum.com , or by mail at P.O. Box 50191, Minneapolis, MN 55405. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Choice of such Arbiter shall be made within the State of Florida for a licensed Arbiter. Such notification of Arbitration shall be conducted pursuant to such Arbitration Act. Orange County, Florida. Such Arbitration shall be governed the cited Arbitration law as cited. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this agreement.

ARTICLE XVI

AMENDMENTS

Section 16.01. Requirements for Amendments. To be effective, any amendment to this Agreement or the Articles of Organization, must be approved by consent of a sixty-six of the one hundred existing Class "A" Member Units. Voting must be in writing and witnessed for each side by at least two witnesses with printed names, dates and addresses. Such amendments must be presented to the Managing Committee within five (5) business days of adoption.

ARTICLE XVII

MISCELLANEOUS

Section 17.01. Governing Law. It is understood that this Agreement is to be governed for any dispute by binding Arbitration. Such Arbitration shall be conducted in Orange County, Florida. Such Arbitration shall be governed the cited Arbitration law as cited. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this arbitration clause, shall be resolved by binding arbitration by the National Arbitration Forum, under the Code of Procedure then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court having jurisdiction, including remedies of repossession, replevin, foreclosure, or other remedies where property would be subject to reclamation or disposition. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. Information may be obtained and claims may be filed at any office of the National Arbitration Forum, www.arbitration-forum.com , or by mail at P.O. Box 50191, Minneapolis, MN 55405. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Choice of such Arbiter shall be made within the State of Florida for a licensed Arbiter. Such notification of Arbitration shall be conducted pursuant to such Arbitration Act.

Section 17.02. Binding Effect. This Agreement binds all Members and their respective distributees, successors, and assigns and any other person claiming a right or benefit under or covered by this Agreement.

Section 17.03. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable,

(a) that provision will be fully severable and this Agreement will be construed and enforced as if the illegal, invalid or unenforceable provision had never been part of this Agreement;

(b) the remaining provisions of this Agreement will remain in full force and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement; and

(c) in the place of the illegal, invalid or unenforceable provision, there will be added automatically to this Agreement a legal, valid and enforceable provision that is as similar to the illegal, invalid or unenforceable provision as possible.

Section 17.04. Multiple Counterparts. This Agreement may be executed in several counterparts, each of which will be considered an original and all of which will constitute one and the same document. Proving the execution and contents of this document against a party may be done by producing any copy of this Agreement signed by that party. Such execution shall be witnessed with each page initialed by each party.

Section 17.05 Start Up Costs. Attorney's fees and costs for the formation and execution of this agreement as agreed upon above shall be payable by both parties on their own behalf.

Section 17.06. Additional Documents and Acts. Each Member agrees to execute and deliver whatever additional documents and to perform such additional acts as may be necessary or appropriate to effectuate and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement. This shall include the execution of all such documents for purposes of permitting and assignment as necessary under this Agreement.

Section 17.07. Notices.

(a) Any notice to be given or made to the Company, its Managers, or any Member must be in writing and will be considered to have been given when delivered to the address specified in the Company's Required Records.

(b) A Party who wants to change its address as specified in the Required Records may do so by giving written notice of the change to the Company. The change shall take effect five days after the notice is given.

Section 17.08. Officers. The Manager of the Company may designate lesser titles for such persons for positions who fill these positions need not be Members or Managers of the Company. Such positions may be compensated or non-compensated according to the nature and extent of the services rendered for the Company as a part of the duties of each office. Expenses and payments for such officers shall be as a default a cost incurred to the interest of Seafarer Exploration as the majority Member, unless MAP agrees to such expenditure in writing. For all signing and reporting requirements and all business activities necessary for the LLC, the Manager shall have such title for all necessary business actions, including entry into agreements, accounts, payments, necessary debts, and other matters.

Section 17.09. Miscellaneous. Whenever the single number is used in this Agreement and when required by the context, the same shall include plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement. Each and all of the covenants, terms, provisions and agreements in this Agreement contained shall be binding on and inure to the benefit of the parties and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

This Agreement has been executed as of the date and year last written below. The entry agreement above shall be for purposes of identification only.

Seafarer Exploration Corp.

Signature:/s/ Kyle Kennedy

By: Kyle Kennedy

As President and CEO of Seafarer Exploration Corp.

Date: 3-3-2014

Marine Archaeology Partners, LLC. (MAP)

Signature: :/s/ Stephen Reddy

By: Stephen Reddy

As Manager of MAP

Date: 3-3-2013

ASSIGMENT OF ALL RIGHTS AS TO RECOVERY AREA

Heartland Treasure Quest Inc., the holder in Area E-155 of a twenty (20) square nmi +/- area off of Brevard County, FL, of certain contractual, permits and other rights from the Florida Department of State Division of Historical Resources, Florida Bureau of Archaeology Resources, Florida Department of Environmental Protection, the Army Corps of Engineers and the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, hereby makes the following assignment as set forth herein as to all such rights, claims and interest in such matters;

All such rights and control from such permits and contracts as pertaining to the below three (3) square NMI +/- area are hereby transferred immediately to Marine Archaeology Partners, LLC. Such rights are for the specific purpose of assignment of the below area for purpose of becoming assets in the Limited Liability Company of Seafarer's Quest, LLC.

This three (3) square NMI +/- area will be specifically removed and is hereby granted for all interests, permits and contract to Seafarer's Quest LLC under the Operating Agreement between Seafarer Exploration Corp. and Marine Archaeology Partners, LLC.

By: /s/ Stephen Reddy

Stephen Reddy, Manager

Heartland Treasure Quest, LLC

Date: March 3, 2014

By: /s/ Stephen Reddy

Stephen Reddy, Manager

Marine Archaeology Partners, LLC

Date: March 3, 2014

EXHIBIT 10.6

1605 Chase Hammock Road, Merritt Island, Florida 32953

Office: 321-454-6310 ♦ Fax: 321-454-6998 ♦ E-mail: TC5170@aol.com

March 21, 2014

Kyle Kennedy

Seafarer Exploration

14497 N. Dale Mabry Highway

Suite 209-N

Tampa, FL 33618

Dear Mr. Kennedy,

It was a pleasure meeting with you. As per our discussion, Land & Sea Surveying would like to submit the following proposal to provide surveying services in support of your exploration of a potential historic site off the coast of Cape Canaveral.

Scope

Land & Sea Surveying will provide a 40-foot survey vessel with captain to support diver operations. We will also provide multi-beam data collection and processing. Data will be collected daily of an area as specified by the client. Processed data will be provided as a geo-referenced tif file together with a plan view map in a hard copy and electronic delivery showing all multibeam data, mag data as supplied by client super-imposed and one-foot contours shown of the project site bathymetry.

Terms

Land & Sea Surveying will provide services as described for a daily rate of $3,500 plus all fuel costs. Amount of fuel used will be determined by the calculated difference in fuel amount as measured at the start of day and end of day. Fuel price will be the current price at Bluepoints Marina. Payment of fees will be due upon return to the dock at end of day.

Any invoices not paid within 30 days will be charged a finance charge of 4% for every month or portion of a month past due.

Land & Sea Surveying understands the need for discretion in the historical shipwreck recovery business. All personnel agree to maintain full confidentiality of all locations and findings they become privy to in the course of providing services to Seafarer Exploration. Findings discovered during operations and surveying will be disclosed only to the client and his designated representative.

Future services will be provided at a daily rate of $1850 plus company stock equal to or greater than a value of $2,000 with a written guarantee as to the minimum value of the stock. Client will also be responsible for all fuel costs.

Any additional costs, including, but not limited to attorney or legal fees, incurred in the collection of payment for this project will be the responsibility of the client.

This proposal represents our entire agreement. Once accepted the proposal becomes a binding contract and may only be modified in writing with agreement of both parties.

This proposal is valid for only forty-five days from the above date.

This letter signed below and returned to us, shall indicate your acceptance of our proposal and serve as our notice to proceed with the services described herein.

If you have any questions, please contact me at 321-454-6310 or 321-258-9734.

Sincerely,

Tim Carlile, PLS

President

APPROVED AND ACCEPTED

By: /s/ Kyle Kennedy		Kyle Kennedy
(Signature)		(Printed Name & Title)


For: Seafarer Exploration Corp.		3/24/2014
(Company)		(Date)

EXHIBIT 10.7

CORPORATE COMMUNICATIONS

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 1st day of July, 2014 by and between Worldwide Financial Marketing, Inc. (the "Consultant"), whose principal place of business is 10 Fairway Dr. Deerfield Beach, FL 33441 and Seafarer Exploration Corp (the "Client"), whose principal place of business is 14497 N Dale Mabry Ste 209N, Tampa FL. WHEREAS, Consultant is in the business of providing services for management consulting, business advisory and shareholder information and notification; and

WHEREAS , the Client deems it to be in its best interest to retain Consultant to render to the Client such services as may be needed; and

WHEREAS, Consultant is ready, willing and able to render such consulting and advisory services to Client,

NOW THEREFORE , in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows;

Consulting Services. The client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. The services provided by the Consultant are: list the company on wwfinancial.com portfolio section, disseminate a two page "Highlighter" as mutually agreed to and operate a notification and awareness campaign to new investors and phone call to stockbrokers and financial professionals. By mutual agreement, the Consultant will also disseminate Client's news releases to the subscribers of wwfinancial.com and RSS feeds, Twitter and online financial portals.

It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects.

Independent Contractor. Consultant agrees to perform its consulting duties hereto as an independent contractor. Nothing contained herein shall be considered to as creating an employer-employee relationship between the parties to this Agreement. The Client shall not make social security, worker's compensation or unemployment insurance payments on behalf of Consultant. The parties hereto acknowledge and agree that Consultant cannot guarantee the results or effectiveness of any of the services rendered or to be rendered by Consultant. Rather, Consultant shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice. Consultant will use its best efforts and does not promise results. See Exhibit A.

Time, Place and Manner of Performance . The Consultant shall be available for advice and counsel to the officers and directors of the Client as such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by the Consultant to any specific service, shall be determined at the discretion of the Consultant.

4.	Term of Agreement. The term of this Agreement shall be twelve (12) months, commencing on the date of this Agreement, subject to prior termination as hereinafter provided.

Compensation . In providing the foregoing services, Consultant shall be responsible for all costs incurred except the Client will be responsible for mailing out due diligence requests. Client shall pay Consultant for its services hereunder as follows US$4000,00 each contract month and 1,500,000 restricted shares upon signing of agreement.

Late Payment. In the event of late payment of any compensation due under this Agreement, and in addition to the rights granted the Consultant under paragraph 8 "Termination" of this Agreement, Consultant may immediately remove Client's company from wwfinancial.com and its network of websites until any arrears in compensation are brought current.

Client's Representations. The Client represents that it is in compliance with all applicable Securities and Exchange Commission reporting and accounting requirements and all applicable requirements of the NYSE/MKT, NASD or any stock exchange. The Client further represents that it has not been and is not the subject of any enforcement proceedings or injunction by the Securities and Exchange Commission or any state securities agency.

8.	Termination.

(a)

Consultant's relationship with the Client hereunder may be terminated for any reason whatsoever, at any time, after 90 days, by either party, upon 30 days written prior notice.

(b)

This Agreement shall automatically terminate upon the dissolution, bankruptcy or insolvency of the Client or Consultant.

(c)

This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within thirty (30) days of receipt of written notice of such default.

(d)

Consultant and Client shall have the right and discretion to terminate this Agreement should the other party in performing their duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have or will not have a material adverse effect on the operations of the Client.

(e)

In the event of any termination hereunder all shares or funds paid to the Consultant through the date of termination shall be fully earned and non-refundable and the parties shall have no further responsibilities to each other except that the Client shall be responsible to make any and all payments if any, due to the Consultant through the date of the termination and the Consultant shall be responsible to comply with the provisions of section 10 hereof.

9.	Work Product. It is agreed that all information and materials produced for the Client shall be the property of the Consultant, free and clear of all claims thereto by the Client, and the Client shall retain no claim of authorship therein unless approved in writing by the Consultant.

10.

Confidentiality. The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates. The Consultant will not, during the term of this Agreement, disclose, without the prior written consent or authorization of the Client, any of such information to any person, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. Furthermore, Consultant will not trade on any material inside information.

11.	Anti Dilution. Not applicable.

12.

Conflict of Interest. The Consultant shall be free to perform services for other persons. The Consultant will notify the Client of its performance of consultant services for any other person, which could conflict with its obligations under the Agreement. Upon receiving such notice, the Client may terminate this Agreement or consent to the Consultant's outside consulting activities; failure to terminate, this Agreement within seven (7) business days of receipt of written notice of conflict shall constitute the Client's ongoing consent to the Consultant's outside consulting services.

13.

Disclaimer of Responsibility for Act of the Client . In no event shall Consultant be required by this Agreement to represent or make management decisions for the Client. Consultant shall under no circumstances be liable for any expense incurred or loss suffered by the Client as a consequence of such decisions, made by the Client or any affiliates or subsidiaries of the Client.

14.	Indemnification.

(a) The client shall protect, defend, indemnify and hold Consultant and its assigns and attorneys, accountants, employees, officers and director harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Client herein, or (b) negligent or willful misconduct, occurring during the term thereof with respect to any of the decisions made by the Client (c) a violation of state or federal securities laws.

(b) The Consultant shall protect, defend, indemnify and hold Client and its assigns and attorneys, accountants, employees, officers and director harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Consultant herein, or (b) negligent or willful misconduct, occurring during the term thereof with respect to any of the decisions made by the Consultant (c) a violation of state or federal securities laws,

15.	Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and delivered or sent by registered or certified mail, or by Federal Express or other recognized overnight courier to the principal office of each party.

16.	Waiver of Breach. Any waiver by either party or a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party.

17.	Assignment. This Agreement and the right and obligations of the Consultant hereunder shall not be assignable without the written consent of the Client.

18.

Applicable Law. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Delaware and that in any action, special proceeding or other proceedings that may be brought arising out of, in connection with or by reason of this Agreement, the law of the State of Delaware shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

19.	Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, the Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.

20.	Entire Agreement, This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other or prior understandings, agreements and negotiations between the parties.

21.

Waiver and Modification. Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, may waive any of its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof,

22 .

Binding Arbitration. Any controversy or claim arising out or or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Palm Beach County, Florida.

23.

Counterparts and Facsimile Signature. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party, Such facsimile copies shall constitute enforceable original documents.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, effective as of the date set forth above.

CONSULTANT:

Worldwide Financial Marketing, Inc.


By: /s/ Floyd Stumpj	DATE: 7 /1 /14
Floyd Stumpj, President


CLIENT:

Seafarer Exploration C orporation


By:/s/ Kyle Kennedy	DATE: 7 /1/14
Kyle Kennedy, CEO

EXHIBIT A

Securities Law Representations and Warranties

Consultant represents and warrants to Company as follows:

(1) The Shares acquired by Consultant under this Agreement are being acquired for Its own account. Consultant is acquiring the Shares for investment purposes only and not with a view to or for distributing or reselling the Shares or any part thereof or interest therein, without prejudice, however, to Shares right at all times to sell or otherwise dispose of all or any part of the sharespursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and in compliance with applicable state securities laws or under an exemption from such registration.

(ii) Consultant Is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

(iii) Consultant has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.

(iv) Consultant is able to bear the economic risk of an investment in the Shares and, at the present time, Is able to afford a complete loss of such Investment.

(v) Consultant acknowledges that it/he has been afforded (i) the opportunity to ask such questions as it/he has deemed necessary of, and to receive answers from, representatives of Company concerning the terms and conditions of the issuance of the Shares and the merits and risks of investing in the Company; (ii) access to information about Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable consultant to evaluate the investment; and (iii) the opportunity to obtain such additional information that Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the shares.

(vi) Consultant is not acquiring the Shares as a result of or subsequent to any advertisement, article, notice or other communication regarding the Endorser Options published In any newspaper, magazine or similar media, published or broadcast over television or radio or presented at any seminar.

(vii) Consultant understands and acknowledges that the Shares are being issued without registration under the Securities Act and applicable state securities laws in a transaction that Is exempt from the registration provisions of the Securities Act and applicable state securities laws and may only be sold or transferred pursuant to a registration statement thereunder or an exemption therefrom.

(viii) Consultant acknowledges that the Shares may constitute compensation to Consultant for Federal and State income tax purposes and Consultant may receive a Form 1099 from the Company reflecting such compensation.

(ix) Consultant acknowledges and understands that the Company is a publicly held company subject to the reporting requirements of the Securities Exchange Act of 1934. As such, the federal securities laws impose restrictions on the ability to purchase, sell, trade or otherwise acquire or dispose of securities of Company on the basis of material, non-public information until such time as such material, non-public information becomes publicly available. Consultant agrees to be bound by such restrictions and further acknowledges that the receipt from Company of any material, non-public information pursuant to the Agreement may limit its ability to transfer, liquidate or dispose of any Company securities held by it.

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kyle Kennedy, Chief Executive Officer and President of the registrant, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Seafarer Exploration Corp.;

2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this Report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and to the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Kyle Kennedy

Kyle Kennedy

Chief Executive Officer

(Principal Executive Officer and acting Principal Accounting Officer)

March 31, 2015

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002:

I, Kyle Kennedy, the undersigned Chief Executive Officer of Seafarer Exploration Corp. (the “Company”), hereby certifies, based on my knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”):

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated March 31, 2015

/s/ Kyle Kennedy
Kyle Kennedy
Chief Executive Officer
(Principal Executive Officer and acting Principal Accounting Officer)

EXHIBIT 99.1

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.