☒
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Florida
|
90-0473054
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
Large
accelerated filer
☐
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|
Accelerated
filer
☐
|
|
Non-accelerated
filer
☐
|
|
Smaller
reporting company
☒
|
|
|
|
|
(Do
not check if a smaller reporting company)
|
|
|
|
Page
|
PART
I
|
||
ITEM
1.
|
BUSINESS
|
5
|
ITEM
1A.
|
RISK
FACTORS
|
10
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
10
|
ITEM
2.
|
PROPERTIES
|
10
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
10
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
11
|
|
||
PART
II
|
||
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
12
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
14
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
14
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ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
19
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ITEM
8.
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FINANCIAL
STATEMENTS
|
20
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ITEM
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
|
21
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ITEM
9A.
|
CONTROLS
AND PROCEDURES
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21
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ITEM
9B.
|
OTHER
INFORMATION
|
22
|
|
||
PART
III
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||
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
22
|
ITEM
11.
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EXECUTIVE
COMPENSATION
|
23
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ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
25
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
26
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
29
|
|
||
PART
IV
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||
ITEM
15.
|
EXHIBITS
|
30
|
SIGNATURES
|
31
|
Quarter
Ended
|
High Price
|
Low Price
|
March 31,
2016
|
0.0034
|
0.0012
|
June 30,
2016
|
0.0039
|
0.0006
|
September 30,
2016
|
0.0045
|
0.0010
|
December 31,
2016
|
0.0024
|
0.0024
|
March 31,
2017
|
0.0042
|
0.0009
|
June 30,
2017
|
0.0038
|
0.0014
|
September 30,
2017
|
0.0022
|
0.0010
|
December 31,
2017
|
0.0020
|
0.0008
|
●
|
To
date, the Company has devoted its time towards establishing its
business to develop the infrastructure capable of researching,
exploring, recovering and conserving historic shipwrecks. The
Company has performed some research, exploration and recovery
activities.
|
●
|
Spent
considerable time and money researching potential shipwrecks
including obtaining information from foreign archives.
|
●
|
Although
the Company has not generated revenues to date, our business goals
continue to evolve. Relationships are being developed with foreign
dignitaries and scientists around the world, as well as with for
profit companies and a local university.
|
●
|
The
Company continues to review revenue producing opportunities
including joint ventures with other companies.
|
|
|
●
|
The
Company has investigated various types of equipment and technology
to expedite the process of finding artifacts other than iron or
ferrous metals. Most have been of no help, but the Company
continues to explore new technology. The Company may develop its
own proprietary technology or work with 3
rd
parties to develop
technology to aid in its exploration and recovery operations, which
will require additional time and money.
|
|
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-26
|
/s/
Daszkal Bolton LLP
|
We have
served as the Company’s auditor since 2016.
Fort
Lauderdale, Florida
April
2, 2018
|
|
2017
|
2016
|
Revenue
|
$
-
|
$
-
|
|
|
|
Expenses:
|
|
|
Consulting
and contractor expenses
|
404,072
|
397,468
|
Professional
fees
|
64,552
|
85,452
|
General
and administrative expense
|
62,960
|
50,450
|
Depreciation
expense
|
33,984
|
33,984
|
Rent
expense
|
41,170
|
36,006
|
Surveying
and site mapping
|
15,660
|
-
|
Vessel
expense
|
70,784
|
22,424
|
Travel
expense
|
40,002
|
49,152
|
Total
operating expenses
|
733,184
|
674,936
|
|
|
|
Loss
from operations
|
(733,184
)
|
(674,936
)
|
|
|
|
Other
expense:
|
|
|
Loss
on debt extinguishment
|
(2,638
)
|
-
|
Interest
expense, net
|
(264,025
)
|
(676,900
)
|
Total
other expense
|
(266,663
)
|
(676,900
)
|
|
|
|
Net
loss before income taxes
|
$
(999,847
)
|
$
(1,351,836
)
|
|
|
|
Income
taxes
|
-
|
-
|
|
|
|
Net
loss
|
$
(999,847
)
|
$
(1,351,836
)
|
|
|
|
Net
loss per share - basic and diluted
|
$
-
|
$
-
|
Weighted
average common shares outstanding - basic and diluted
|
2,551,178,960
|
1,748,983,063
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Series A Preferred Stock
|
Series B Preferred Stock
|
Common
|
Paid-in
|
Accumulated
|
|
|||
|
Shares
|
Value
|
Shares
|
Value
|
Shares
|
Stock
value
|
Capital
|
Deficit
|
Total
|
Balance
December 31, 2015
|
7
|
$
-
|
60
|
$
-
|
1,332,102,348
|
$
133,210
|
$
10,040,526
|
$
(11,325,952
)
|
$
(1,152,216
)
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash
|
-
|
-
|
-
|
-
|
276,267,533
|
27,627
|
207,593
|
-
|
235,220
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
-
|
-
|
-
|
-
|
170,824,798
|
17,083
|
194,601
|
-
|
211,684
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for loan fees
|
-
|
-
|
-
|
-
|
7,633,333
|
763
|
10,094
|
-
|
10,857
|
|
|
|
|
|
|
|
|
|
|
Stock
issued upon conversion of notes payable and accrued
interest
|
-
|
-
|
-
|
-
|
382,348,049
|
38,235
|
829,970
|
-
|
868,205
|
|
|
|
|
|
|
|
|
|
|
Additional
shares issued under repricing agreements
|
-
|
-
|
-
|
-
|
16,100,000
|
1,610
|
(1,610
)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
To
record the BCF and warrants associated with the issuance of new
notes
|
-
|
-
|
-
|
-
|
-
|
-
|
80,600
|
-
|
80,600
|
|
|
|
|
|
|
|
|
|
|
Additional
financing fees related to Westfield & Greentree
|
-
|
-
|
-
|
-
|
-
|
-
|
73,484
|
-
|
73,484
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for purchase of equipment
|
-
|
-
|
-
|
-
|
25,000,000
|
2,500
|
22,500
|
-
|
25,000
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for settlement of notes payable
|
-
|
-
|
-
|
-
|
17,000,000
|
1,700
|
24,600
|
-
|
26,300
|
|
|
|
|
|
|
|
|
|
|
Common
stock returned and cancelled in settlement of lawsuit
|
-
|
-
|
-
|
-
|
(32,300,000
)
|
(3,230
)
|
3,230
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,351,836
)
|
(1,351,836
)
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2016
|
7
|
-
|
60
|
-
|
2,194,976,061
|
219,498
|
11,485,588
|
(12,677,788
)
|
(972,702
)
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
-
|
-
|
-
|
-
|
371,588,889
|
37,159
|
356,381
|
-
|
393,540
|
|
|
|
|
|
|
|
|
|
|
Stock
issued to convert notes payable and accrued interest
|
-
|
-
|
-
|
-
|
73,802,197
|
7,380
|
159,091
|
-
|
166,471
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for loan fees
|
-
|
-
|
-
|
-
|
-
|
-
|
32,641
|
-
|
32,641
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion rights in notes payable
|
-
|
-
|
-
|
-
|
-
|
-
|
34,984
|
-
|
34,984
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
-
|
-
|
-
|
-
|
143,950,008
|
14,395
|
224,395
|
-
|
238,790
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(999,847
)
|
(999,847
)
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2017
|
7
|
$
-
|
60
|
$
-
|
2,784,317,155
|
$
278,432
|
$
12,293,080
|
$
(13,677,635
)
|
$
(1,106,123
)
|
|
2017
|
2016
|
Operating
activities
|
|
|
Net
loss
|
$
(999,847
)
|
$
(1,351,836
)
|
Adjustments
to reconcile net loss to
|
|
|
net
cash used in operating activities
|
|
|
Depreciation
|
33,984
|
33,984
|
Amortization
of debt discount
|
5,812
|
80,600
|
Loss
(gain) on change in fair value of derivative
|
-
|
476,154
|
Common
stock issued for services
|
191,950
|
211,684
|
Common
stock issued for financing fees
|
2,900
|
84,341
|
|
|
|
Decrease
(increase) in:
|
|
|
Prepaid
expenses
|
87,569
|
7,951
|
Deposits
|
-
|
(434
)
|
Increase
in:
|
|
|
Accounts
payable and accrued expenses
|
40,062
|
87,428
|
Net
cash used in operating activities
|
(637,570
)
|
(370,128
)
|
|
|
|
Cash
flows from investing activities
|
-
|
-
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds
from the issuance of common stock
|
393,540
|
235,220
|
Proceeds
from the issuance of convertible notes payable
|
265,000
|
131,700
|
Proceeds
from the issuance of convertible notes payable,
related
|
|
|
parties
|
28,000
|
23,400
|
Payment
on convertible notes payable
|
(45,000
)
|
-
|
Proceeds
from loans from stockholders
|
43,090
|
7,260
|
Payments
on loans from stockholders
|
(9,000
)
|
(8,500
)
|
Net
cash provided by financing activities
|
675,630
|
389,580
|
|
|
|
Net
increase (decrease) in cash
|
38,060
|
19,452
|
|
|
|
Cash
- beginning of year
|
24,549
|
5,097
|
Cash
- end of year
|
$
62,609
|
$
24,559
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash
paid for interest expense
|
$
-
|
$
-
|
Cash
paid for income taxes
|
$
-
|
$
-
|
Noncash
operating and financing activities:
|
|
|
Common
stock issued for equipment
|
$
-
|
$
25,000
|
Convertible
debt converted and accrued interest to common
|
|
|
stock
|
$
68,722
|
$
868,000
|
|
For
the Year Ended
December 31,
2017
|
For
the Year Ended
December 31,
2016
|
Net loss
attributable to common shareholders
|
$
(999,847
)
|
$
(1,351,836
)
|
|
|
|
Weighted average
shares outstanding:
|
|
|
Basic and
diluted
|
2,551,178,960
|
1,774,115,117
|
|
|
|
Loss per
share:
|
|
|
Basic and
diluted
|
$
(0.00
)
|
$
(0.00
)
|
|
●
|
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.
|
|
2017
|
2016
|
Diving
vessel
|
$
326,005
|
$
326,005
|
Generator
|
7,420
|
7,420
|
Magnetometer
|
25,000
|
25,000
|
Less accumulated
depreciation
|
(338,117
)
|
(304,133
)
|
|
$
20,308
|
$
54,292
|
Term
|
Amount
|
Exercise Price
|
|
|
|
11/20/12
to 11/20/22
|
4,000,000
|
$
0.0050
|
09/18/15
to 09/18/20
|
4,000,000
|
$
0.0030
|
04/04/16
to 04/04/18
|
10,000,000
|
$
0.0020
|
07/12/16
to 01/12/18
|
4,000,000
|
$
0.0020
|
08/31/16
to 08/31/18
|
25,000,000
|
$
0.0010
|
01/31/17
to 01/31/18
|
40,000,000
|
$
0.0040
|
02/14/17
to 08/14/18
|
33,333,333
|
$
0.0050
|
09/10/17
to 09/10/19
|
15,000,000
|
$
0.0250
|
09/10/17
to 09/10/19
|
10,000,000
|
$
0.0250
|
|
145,333,333
|
|
|
Year
ended December 31,
|
|
2016
|
Expected
life in years
|
1 to 6 years
|
Stock
price Volatility
|
229.73
%
|
Risk
free interest rates
|
.69
%
to .80%
|
Expected
dividends
|
-
|
Forfeiture
rate
|
-
|
|
Year
ended December 31,
|
|
2017
|
Expected
life in years
|
1 to 5 years
|
Stock
price Volatility
|
205.80
%
|
Risk
free interest rates
|
1.36
%
|
Expected
dividends
|
-
|
Forfeiture
rate
|
-
|
|
For
the Year Ended
December
31, 2017
|
For
the Year Ended
December
31, 2016
|
Income tax at
federal statutory rate
|
(34.00
%)
|
(34.00
%)
|
State tax, net of
federal effect
|
(3.96
%)
|
(3.96
%)
|
|
37.96
%
|
37.96
%
|
Valuation
allowance
|
(37.96 )
|
(37.96
%)
|
Effective
rate
|
0.00
%
|
0.00
%
|
Issue Date:
|
Maturity Date
|
2017
|
2016
|
Interest Rate
|
Convertible
notes payable, in default:
|
|
|
|
|
August
28, 2009
|
November
1, 2009
|
$
4,300
|
$
4,300
|
10.00
%
|
April
7, 2010
|
November
7, 2010
|
70,000
|
70,000
|
6.00
%
|
November
12, 2010
|
November
12, 2011
|
40,000
|
40,000
|
6.00
%
|
October
31, 2012
|
April
30, 2013
|
8,000
|
8,000
|
6.00
%
|
November
20, 2012
|
May
20, 2013
|
50,000
|
50,000
|
6.00
%
|
January
19, 2013
|
July
30, 2013
|
5,000
|
5,000
|
6.00
%
|
February
11, 2013
|
August
11, 2013
|
9,000
|
9,000
|
6.00
%
|
September
25, 2013
|
March
25, 2014
|
10,000
|
10,000
|
6.00
%
|
October
04, 2013
|
April
4, 2014
|
50,000
|
50,000
|
6.00
%
|
October
30, 2013
|
October
30, 2014
|
50,000
|
50,000
|
6.00
%
|
May
15, 2014
|
November
15, 2014
|
40,000
|
40,000
|
6.00
%
|
October
13, 2014
|
April
13, 2015
|
25,000
|
25,000
|
6.00
%
|
April
4, 2015
|
April
20, 2016
|
--
|
23,652
|
6.00
%
|
June
29, 2015
|
December
29, 2015
|
25,000
|
25,000
|
6.00
%
|
September
18, 2015
|
March
18, 2016
|
25,000
|
25,000
|
6.00
%
|
April
04, 2016
|
October
4, 2016
|
10,000
|
10,000
|
6.00
%
|
July
19, 2016
|
July
19, 2017
|
4,000
|
--
|
6.00
%
|
August
24, 2016
|
February
24, 2017
|
20,000
|
--
|
6.00
%
|
March
10, 2017
|
September
10, 2017
|
10,000
|
--
|
6.00
%
|
March
14, 2017
|
September
14, 2017
|
15,000
|
--
|
6.00
%
|
Balance
|
|
$
470,300
|
$
444,952
|
|
|
|
|
|
|
Convertible
notes payable - related parties, in default:
|
|
|
|
|
January
09, 2009
|
January
9, 2010
|
$
10,000
|
$
10,000
|
10.00
%
|
January
25, 2010
|
January
25, 2011
|
6,000
|
6,000
|
6.00
%
|
January
18, 2012
|
July
18, 2012
|
50,000
|
50,000
|
8.00
%
|
January
19, 2013
|
July
30, 2013
|
15,000
|
15,000
|
6.00
%
|
July
26, 2013
|
January
26, 2014
|
10,000
|
10,000
|
6.00
%
|
January
01, 2014
|
July
17, 2014
|
31,500
|
31,500
|
6.00
%
|
May
27, 2014
|
November
27, 2014
|
7,000
|
7,000
|
6.00
%
|
July
21, 2014
|
January
25, 2015
|
17,000
|
17,000
|
6.00
%
|
October
16, 2014
|
April
16, 2015
|
21,000
|
21,000
|
6.00
%
|
July
14, 2015
|
January
14, 2016
|
9,000
|
9,000
|
6.00
%
|
January
12, 2016
|
July
12, 2016
|
5,000
|
5,000
|
6.00
%
|
May
10, 2016
|
November
10, 2016
|
5,000
|
5,000
|
6.00
%
|
May
10, 2016
|
November
10, 2016
|
5,000
|
5,000
|
6.00
%
|
May
20, 2016
|
November
20, 2016
|
5,000
|
5,000
|
6.00
%
|
July
12, 2016
|
January
12, 2017
|
5,000
|
--
|
6.00
%
|
January
26, 2017
|
March
12, 2017
|
5,000
|
--
|
6.00
%
|
February
24, 2017
|
August
24, 2017
|
25,000
|
--
|
6.00
%
|
August
16, 2017
|
September
16, 2017
|
3,000
|
--
|
6.00
%
|
Balance
|
|
$
234,500
|
$
196,500
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
convertible notes payable
|
|
$
704,800
|
$
641,452
|
|
Issue
Date:
|
Maturity
Date
|
2017
|
2016
|
Interest
Rate
|
Convertible
notes payable:
|
|
|
|
|
November
29, 2017
|
November
29, 2019
|
$
105,000
|
$
-
|
2.06
%
|
December
14, 2017
|
December
14, 2018
|
75,000
|
-
|
6.00
%
|
Unamortized
discount
|
|
(35,844
)
|
-
|
|
Balance
|
$
144,156
|
$
-
|
|
|
|
|
|
|
|
Notes
payable, in default:
|
|
|
|
|
April
27, 2011
|
April
27, 2012
|
$
5,000
|
$
5,000
|
6.00
%
|
June
23, 2011
|
August
23, 2011
|
25,000
|
25,000
|
6.00
%
|
Balance
|
|
$
30,000
|
$
30,000
|
|
|
|
|
|
|
Notes
payable - related parties, in default:
|
|
|
|
|
February
24, 2010
|
February
24, 2011
|
$
7,500
|
$
7,500
|
6.00
%
|
October
6, 2015
|
November
15, 2015
|
10,000
|
10,000
|
6.00
%
|
November
2, 2017
|
December
2, 2017
|
26,250
|
-
|
6.00
%
|
Balance
|
|
$
43,750
|
$
17,500
|
|
Issue
Date
|
Maturity
Date
|
December
31,
2016
|
Interest
Rate
|
Convertible notes
payable:
|
|
|
|
July 19,
2016
|
July 19,
2017
|
$
4,000
|
6.00
%
|
August 24,
2016
|
February 24,
2017
|
20,000
|
6.00
%
|
|
|
|
|
August 31,
2016
|
August 31,
2017
|
25,750
|
6.00
%
|
|
|
|
|
Unamortized
discount
|
|
(22,423
)
|
|
Balance
|
|
$
27,327
|
|
Convertible notes
payable – related parties
|
|
|
|
July 12,
2016
|
January
12,2017
|
$
2,400
|
6.00
%
|
Unamortized
discount
|
|
(156
)
|
|
|
$
2,244
|
|
|
2017
|
2016
|
Face value of convertible notes
payable
|
$
180,000
|
$
49,750
|
|
|
|
Beneficial conversion
feature
|
(35,844
)
|
(22,423
)
|
|
|
|
Carrying
value
|
$
144,156
|
$
27,327
|
(i)
|
sales
of 12,500,000 shares of common stock for proceeds of $27,500, used
for general working capital purposes;
|
(ii)
|
issuance
of 5,250,000 shares of common stock for services valued in the
aggregate amount of $5,250;
|
(iii)
|
issuance
of 10,507,947 shares of common stock for conversion and
satisfaction of debt in the amount of $15,762; and (iv) issuance of
8,000,000 shares of common stock for loan financing fees in the
amount of $7,000.
|
*
|
The
Company has an insufficient quantity of dedicated resources and
experienced personnel involved in reviewing and designing internal
controls. As a result, a material misstatement of the interim and
annual financial statements could occur and not be prevented or
detected on a timely basis.
|
*
|
We have
not achieved the optimal level of segregation of duties relative to
key financial reporting functions.
|
*
|
We do
not have an audit committee or an independent audit committee
financial expert. While not being legally obligated to have an
audit committee or independent audit committee financial expert, it
is the managements view that to have audit committee, comprised of
independent board members, and an independent audit committee
financial expert is an important entity-level control over the
Company's financial statements.
|
*
|
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).
|
Name
|
Age
|
Position
|
Kyle
Kennedy
|
58
|
President,
Chief Executive Officer, Chairman of the Board
|
Charles
Branscumb
|
55
|
Director
|
Robert
L. Kennedy
|
66
|
Director
|
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)
|
12/31/17
|
--
|
--
|
--
|
--
|
--
|
--
|
$
4,404
|
$
4,404
|
12/31/16
|
--
|
--
|
--
|
--
|
--
|
--
|
$
4,149
|
$
4,149
|
|
12/31/15
|
--
|
--
|
--
|
--
|
--
|
--
|
$
4,126
|
$
4,126
|
(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, 2017 and 2016. The
Company’s Board of Directors has agreed that the Company
provide compensation to Mr. Kennedy beginning in 2015, however the
amount of compensation has yet to be determined except for health
insurance. During the years ended December 31, 2017 and 2016 the
Company paid $4,404 and $4.149 respectively 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 diving operations are located 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 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 vehicle for Company business
and reimburses him for various other Company business related
expenses. The Company also paid $4,037 in 2017 and $4,213 in 2016
for Mr. Kennedy’s cellular telephone, text, and wireless data
plan.
|
Name and Principal Position
|
Period End
|
Salary
($)
|
Bonus ($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-qualified
Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
Kyle Kennedy
(1)
|
12/31/16
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
12/31/15
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
12/31/14
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
|
|
|
|
|
Charles Branscum
(2)
|
12/31/17
|
--
|
--
|
$
34,000
|
--
|
--
|
--
|
--
|
$
34,000
|
12/31/16
|
--
|
--
|
$
18,000
|
--
|
--
|
--
|
--
|
$
18,000
|
|
12/31/15
|
--
|
--
|
$
48,000
|
--
|
--
|
--
|
--
|
48,000
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Robert
Kennedy (3)
|
12/31/17
|
--
|
--
|
$
34,000
|
--
|
--
|
--
|
--
|
$
34,000
|
12/31/16
|
--
|
--
|
$
18,000
|
--
|
--
|
--
|
--
|
$
18,000
|
|
12/31/15
|
--
|
--
|
$
36,000
|
--
|
--
|
--
|
--
|
$
36,000
|
(1)
|
During
the years ended December 31, 2017 and 2016 the Company did not pay
any Director’s fees to Kyle Kennedy.
|
(2)
|
During
the year ended December 31, 2017 the Company paid a fee of
20,000,000 shares of restricted common stock to Mr. Branscum,
valued at $34,000, in exchange for his participation as a member of
the Board of Directors. During the year ended December 31, 2016 the
Company paid a fee of 20,000,000 shares of restricted common stock
to Mr. Branscum, valued at $18,000, in exchange for his
participation as a member of the Board of Directors.
|
(3)
|
During
the year ended December 31, 2017 the Company paid a fee of
20,000,000 shares of restricted common stock to Dr. Kennedy, valued
at $34,000, in exchange for his participation as a member of the
Board of Directors. During the year ended December 31, 2016 the
Company paid a fee of 20,000,000 shares of restricted common stock
to Dr. Kennedy, valued at $18,000, in exchange for his
participation as a member of the Board of Directors.
|
|
Shares
|
|
Percentage
|
|
of
Common
|
|
Of Common
|
|
Stock
|
|
Shares
|
|
Beneficially
|
|
Beneficially
|
Name and Address of Beneficial Owner (1)
|
Owned
|
|
Owned (2)
|
Kyle Kennedy
– President, CEO and Chairman of the Board
|
35,500,000
|
(3
)
|
1.26
%
|
Charles Branscum
– Director
|
55,000,000
|
|
1.95
%
|
All directors and
officers as a group (3 persons)
|
149,240,867
|
|
5.32
%
|
Credo
Argentarius, LLC
|
35,500,000
|
(3
)
|
1.26
%
|
Robert L.
Kennedy-Director
|
59,340,267
|
|
2.11
%
|
(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 3618.
|
(2)
|
Percentages
are based on 2,815,555,086 shares of common stock issued and
outstanding at March 14, 2018.
|
(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 spouse. 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.
|
|
Seafarer
Exploration Corp.
|
|
|
|
|
|
|
|
Date:
April 2, 2018
|
By:
|
/s/ Kyle Kennedy
|
|
|
Kyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer and Principal Accounting Officer)
|
Date:
April 2, 2018
|
By:
|
/s/ Charles Branscum
|
|
|
Charles
Branscum, Director
|
Date:
April 2, 2018
|
By:
|
/s/ Robert L. Kennedy
|
|
|
Robert
L. Kennedy, Director
|
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;
|
4.
|
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:
|
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):
|
/s/ Kyle Kennedy
|
|
CERTIFICATION PURSUANT TO
|
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
/s/ Kyle Kennedy
|
|
Kyle
Kennedy
|
|
Chief
Executive Officer
|
|
(Principal
Executive Officer and acting Principal Accounting
Officer)
|