SEAFARER EXPLORATION CORP (Form: 10-K, Received: 04/16/2019 06:08:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K

______________

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For year ended December 31, 2018

☐	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 ☐ No ☒

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 ☐ No ☒

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 ☒ No ☐

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. ☐

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	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller reporting company)
		Emerging growth company	☐

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $7,175,851 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 31, 2019 the Registrant had 3,942,094,084 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	10
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	MINE SAFETY DISCLOSURES	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	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	28
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	29
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	35

PART IV
ITEM 15.	EXHIBITS	36
SIGNATURES		37

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 archaeological research, archaeologically-sensitive exploration, recovery and conservation of historic shipwrecks and to eventually monetize the recovery of the shipwrecks without selling the treasure. The business plan includes in-depth archival research and translation of historical documents from archives and repositories from around the world.

The exploration and recovery of historic shipwrecks is by nature 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 risky with 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.

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

Additionally, the Company is reviewing a few business opportunities that may allow it to eventually generate revenue streams to support the operational expenses of Seafarer. Seafarer has also acquired a 1% ownership stake in Probability and Statistics, Inc. (P&S) for an exchange of Seafarer’s restricted stock (See Note 5). The Company also has a commission only contract with P&S for any business it brings to P&S. The Company has received a dividend payment from P&S in the amount of $1,500.

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 necessary infrastructure and technology for the actual investigation of historic shipwreck sites.

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 April 15, 2019. 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

It has been estimated by the United Nations Educational, Scientific and Cultural Organization (“UNESCO”) that there are over three million undiscovered shipwrecks around the world and some 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 high percentage of these shipwrecks would not have been carrying valuable cargo including artifacts or treasure.

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

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

In addition to the research, there is ongoing education of personnel involved in operations with the Company. College level courses in archaeology are being periodically taught in a program to help educate the personnel in context, work methodology, documentation, and conservation. It is the Company’s intent to have the highest educated personnel possible and eventually have all divers certified. The Company works with archaeologists to further insure all sensitive archaeological guidelines are met or exceeded.

The Company in the past has constantly investigated various technologies and non-scientific equipment to help better explore or document our sites. To present date, nothing has been proven to work. The Company will continue to experiment with unproven technologies and will actively work with third parties, consultants and scientists to develop its own proprietary technology which will result in extra expenses to the Company.

The exploration and recovery of historic shipwrecks involves a multi-year, multi-stage process. The reasons for a lengthy permitting process may be due to a number of potential factors including but not limited to requests by permitting agencies for additional information, submitted applications that need to be revised or updated, newly discovered information that needs to be added to an application or agreement, changes to either the agreement or permit terms or revisions to other information contained in the permit, excessive administrative time lags at permitting agencies, etc. The length of time it takes to obtain permits or enter into agreements may cause the Company to expend significant resources while gearing up to do work with little or no visibility as to the timing of receiving a permit. It may take many years and/or be prohibitively expensive to locate, if any are ever located at all, and recover valuable artifacts from historic shipwrecks. Locating and recovering valuable artifacts is very difficult, expensive, and rare. If the Company is not able to 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 may be constant repair and maintenance issues with historic shipwreck exploration and recovery vessels, the Company’s primary exploration vessel is an older vessel that was originally used in other capacities and has been converted for use in historic shipwreck exploration and recovery operations. The repairs, maintenance and upkeep of vessels, is time consuming and has been very expensive and there may be significant periods of vessel down time that results from needed repairs being made or a lack of current 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 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.

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

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

Even if the Company is able to obtain permits for shipwreck projects, there is a possibility that the shipwrecks may have already been salvaged, may not be located, or may not have had anything valuable on board at the time that they sank. It is the Company’s intent to find shipwrecks where available research suggests there were not any previous recovery efforts or past recovery efforts failed or were not completed. In the event that valuable artifacts are located and recovered, it is possible that the cost of recovery will exceed the value of the artifacts recovered. It is also possible that other entities, including both private parties and governmental entities, will assert conflicting claims and challenge the Company’s rights to the recovered artifacts.

Moreover, there is the possibility that should the Company be successful in locating and recovering 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. The Company does have plans for security at sea, however it may never implement such plans.

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

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 ability to deposit restricted shares has also become increasingly more difficult during the year ended December 31, 2018. Furthermore, the sale of unregistered and restricted securities by current shareholders, including shares issued to consultants and shares issued to settle convertible promissory notes and to settle debt, may cause a significant drop in the market prices of the Company’s securities. Also, because the Company primarily finances the operations with the sale of securities, an increase to the authorized shares may need to be done from time to time.

Accordingly, an investment in Seafarer’s securities is 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 consult with professional advisers before making an investment in our securities.

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. Some 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.

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. Without significant 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.

In addition, the expenses associated with operating a small publicly traded company engaged in the historic shipwreck recovery business are exorbitantly high. 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 public companies who are not fully reporting.

If the Company is unable to secure additional financing or meaningful revenues, 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. As discussed in Note 2 to our financial statements for the year ended December 31, 2018 and 2017, we have experienced operating losses in every year since our inception resulting in an accumulated deficit. Based on our financial results as of December 31, 2018, there are 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 likely that all capital invested in the Company or borrowed by the Company will be lost.

The Company has experienced a net loss in every fiscal year since inception. The Company’s net losses from were $1,277,184 for the year ended December 31, 2018 and $999,847 for the year ended December 31, 2017. 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.

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 recover 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 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 which 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 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.

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 “Item 3 Legal Proceedings” below). We could be subject to future litigations, although none are known or expected, that could materially affect our ability to operate our business, which would negatively impact our results of operations and financial condition, which the Company does not foresee and none currently exist.

Historic Shipwreck Exploration and Recovery in Florida

The Company operates year-round, but the best diving for historic shipwreck exploration and recovery in Florida waters is generally considered to be the summer months, from approximately the middle of April through October, 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. It is the Company’s intention to work continuously all year, as in years past.

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. Permits were renewed in Area 1 and Area 2 of Melbourne Beach for a period of 3 years. 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 some exploration and recovery operations at what it believes to be a shipwreck site located off of the coast of Florida in northern Palm Beach County, more specifically in an area known as “Juno Beach” (the “Juno Beach Shipwreck”). The Company had previously obtained a recovery permit from the State of Florida for the Juno Beach site. The recovery permit expired in April of 2014. In March of 2015, Seafarer was awarded full rights to the Juno site pursuant to a court order, erasing all rights of the Company’s previous partner with regards to the site. The Juno site was arrested permanently to Seafarer by the U.S. Marshal’s offices in July 7 of 2017 and in November 2017 the Company was granted final judgment on its federal admiralty claim for the Juno Beach shipwreck site (See Item 3 below). The Company is preparing to attempt to renew the permit, however there is no guarantee that a renewal permit will be issued to the Company.

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

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

North Florida Shipwreck Site

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

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

The Company regularly reviews opportunities to perform exploration and recovery operations at purported historic shipwreck sites; however, the Company does have 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 recovery activities at other potential shipwreck sites it may be necessary to obtain recovery permits as well as environmental permits.

Certain Agreements

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

In March of 2014, Seafarer entered into a partnership and ownership with Marine Archaeology Partners, LLC, with the formation of Seafarer’s Quest, LLC. Such LLC was formed in the State of Florida for the purpose of permitting, exploration and recovery of artifacts from a designated area on the east coast of Florida. Such site area is from a defined, contracted area by a separate entity, which a portion of such site is designated from a previous contracted holding through the State of Florida. Under such agreement, Seafarer is responsible for costs of permitting, exploration and recovery, and is entitled to 60% of such artifact recovery. Seafarer has a 50% ownership, with designated management of the LLC coming from Seafarer. As of December 31, 2018, the partnership has had no operations. Seafarer is responsible for managing the site on behalf of the partnership.

Florida Division of Historical Resources Agreements/Permits

The Company successfully renewed its permits for both Areas 1 and 2 for the Melbourne Beach site. The Area 2 permit was renewed on January 14, 2019 for a period of three years. The Area 1 permit was renewed on March 1, 2019 for a period of three years.

Federal Admiralty Judgement

As previously noted on its form 8-K filed on November 22, 2017, Seafarer was granted, through the United States District Court for the Southern District of Florida, a final judgment for its federal admiralty claim on the Juno Beach shipwreck site.

Agreement with Probability and Statistics, Inc.

Seafarer acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of shares of Seafarer’s restricted common stock.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 1B. Unresolved Staff Comments.

Not required for smaller reporting companies.

Item 2. Properties.

Corporate Office

The Company leases 823 square feet of office space located at 14497 North Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618. The Company entered into an amended lease agreement commencing on July 20, 2017 through June 30, 2020 with base monthly rents of $1,252 from July 1, 2017 to June 30, 2018, $1,289 from July 1, 2018 to June 30, 2019, and $1,328 from July 1, 2019 to June 30, 2020. Under the terms of the lease there may be additional fees charged above the base monthly rental fee.

Operations House

The Company has an operating lease for a house located in Palm Bay, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers, personnel, consultants and independent contractors involved in its exploration and recovery operations. The Company pays $1,300 per month to lease the operations house. The term of the lease agreement commenced on October 1, 2015 and expired on October 31, 2016. The Company is currently leasing the operations house on a month-to-month basis.

Item 3. Legal Proceedings.

On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure site at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed toby Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleged in its complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer sought monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now in position to receive the renewed permit in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources. The Company filed an Admiralty Claim over such site inthe United States District Court. On October 21, 2016 a hearing on the Admiralty Claim in the United States District Court for the Southern District of Florida was held, where the Court Ordered actions to take place for ongoing admiralty claim. The Court subsequently entered and Order directing the arrest warrant for such site, and such arrest warrant was issued by the Clerk of Court. Such arrest warrant was served by the United States Marshalls Office in Palm Beach, Florida on July 7, 2017. The United States District Court Judge ordered service on the claim on August 10, 2017. On November 14, 2017, Judge Kenneth Marra of the United States District Court awarded Seafarer all rights as the sole owner of the sunken vessel and any items on such site.

On September 3, 2014, the Company filed a lawsuit against Darrel Volentine, of California. Mr. Volentine was sued in two counts of libel per se under Florida law, as well as a count for injunction against the Defendant to exclude and prohibit internet postings. Such lawsuit was filed in the Circuit Court in Hillsborough County, Florida. Such suit is based upon internet postings on www.investorshub.com . On or about October 15, 2015, the Company and Volentine entered into a stipulation whereby Volentine admitted to his tortious conduct, however the stipulated damages agreed to were rejected by the Court. The Defendant is the subject of a contempt of court motion which was heard on April 7, 2016, whereby the Court found a violation and modified the injunction against the Defendant, and imposed other matters of potential penalties against the Defendant. The Court also awarded attorney’s fees against the Defendant on behalf of Seafarer for such motion. The Defendant subsequently attempted to have such ruling, evidence and testimony attacked through a motion heard before the Court on October 24, 2016. The Court dismissed the Defendant’s motion after presentation of the Defendant’s case at the hearing. The Plaintiff had set the matter for entry of the attorney’s fees amount due from the Defendant for hearing in December 2016. As well the Plaintiff has set for hearing its motion for sanctions in the form of attorney’s fees for frivolous filing of the October 24th motion, which motion was also set for hearing in December 2016. The Plaintiff filed a renewed and amended motion for punitive damages in the case on September 11, 2016, which has not been set for hearing. The Defendant had also filed a motion for summary judgment on the matter of notice entitlement pre-suit, which motion is pending before the Court. The Plaintiff filed a motion for sanctions against the Defendant for the motion for summary judgment being frivolous under existing law, and such motion is pending ruling on the motion. Discovery is ongoing on such case. On December 7, 2016, the Court held a hearing on the Defendant’s motion for sanctions, and essentially attempting to rehear the motion for contempt against the Defendant. The Court dismissed the Defendant’s motions, and renewed the ability of the Company to seek attorney’s fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered an Order denying the Defendant’s motion for summary judgment. The Company has a pending motion for sanctions related to the Defendant’s filing of the motion for summary judgment which has not been set for hearing. The Company will be attempting to set such matter for trial during 2019.

Item 4. Mine Safety Disclosures.

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, consultants, promissory note holders 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 potentially have a substantial negative impact on any such market.

The Company’s share price is 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 $0.0007 and $0.0026 for the year ended December 31, 2018, and $0.0008 and 0.0042 for the year ended December 31, 2017. 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 into the foreseeable future.

The range of high and low bid prices for our common stock during each quarter for 2018 and 2017 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, 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
March 31, 2018	0.0013	0.0007
June 30, 2018	0.0026	0.0007
September 30, 2018	0.0025	0.0009
December 31, 2018	0.0019	0.0009

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. In recent years the ability to deposit restricted shares at broker-dealers has become increasing difficult with significant administrative requirements.

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 may have an adverse effect on the market for our shares.

Additionally, investors in penny stocks should be aware that in recent years the ability to deposit restricted shares has become significantly more difficult due burdensome administrative requirements.

Approximate Number of Holders of Common Stock

The approximate number of record holders of our common stock at March 31, 2019 was 1,899 shareholders of record holding 2,271,297,144 restricted shares in certificated securities and 1,670,796,940 non-restricted shares. There are an indeterminate number of shareholders holding shares in brokerage accounts.

Transfer Agent

The Company’s stock transfer agent is ClearTrust, LLC (“ClearTrust”). ClearTrust’s address is 16540 Pointe Village Drive, Suite 205, 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, 2018 and 2017. 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.

Recent Sales of Unregistered Securities

During the year ended December 31, 2018, the Company agreed to issue 287,014,220 of its restricted shares of its common stock for various operations related services, Board of Directors’ services, technology consulting, administrative, accounting and financial reporting, business advisory services as a retention bonus and fees for extra services to some independent contractors and consultants. The Company believes that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and 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, 2018, June 30, 2018, and September 30, 2018. On various dates during the year ended December 31, 2018, the Company entered into subscription agreements to sell 331,254,949 shares of its restricted common stock and receive proceeds of $289,101. The proceeds were used for general corporate purposes, working capital and the repayment of debt.

Exemptions from Registration for Sales of Restricted Securities.

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

Issuance of Securities Due to Conversion of Notes and to Settle Debt

During the year ended December 31, 2018 the Company issued or agreed to issue 62,100,000 shares of its restricted common stock for financing,loan origination fees and penalty fees on certain unpaid promissory notes upon maturity. During the year ended December 31, 2018, the holders of various convertible promissory notes with an aggregate face value of $18,546 elected to convert the principal balance of their notes plus accrued interest of $930 into 16,759,497 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, 2018 and 2017, 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 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 Company’s actual results or actions may differ materially from these forward-looking statements for due to many factors and the success of the Company is dependent on our efforts and many other factors including, primarily, our ability to raise additional capital. Such factors include, among others, the following: our ability to continue as a going concern, general economic and business conditions; competition; success of operating initiatives; our ability to raise capital and the terms thereof; changes in business strategy or development plans; future revenues; the continuity, experience and quality of our management; changes in or failure to comply with government regulations or the lack of government authorization to continue our projects; and other factors referenced in the Form 10-K. This Item should be read in conjunction with the financial statements, the related notes and with the understanding that the Company’s actual future results may be materially different from what is currently expected or projected by the Company.

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

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

Overview

General

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Plan of Operation

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

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

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

●

Although the Company has not generated revenues to date, with the exception of some nominal revue from dividends, 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 and potentially governmental agencies. These opportunities have been slow to develop, but the Company will continue to pursue those endeavors.

●	The Company has investigated various types of equipment and technology to expedite the process of finding artifacts other than iron or ferrous metals. Most have been of no help, but the Company continues to explore new technology. The Company may develop its own proprietary technology or work with third parties to develop technology to aid in its exploration and recovery operations, which will require additional time and financing.

●	The Company has investigated media opportunities and will continue to evaluate different media strategies.

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

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

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

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

Additionally, the Company is reviewing a few business opportunities that may allow it to eventually generate revenue streams to support the operational expenses of Seafarer. Seafarer has also acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of Seafarer’s restricted stock (See Note 5). The Company also has a commission only contract with P&S for any business it brings to P&S. The Company has received dividend payments from P&S.

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

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. Management believes that it is strategically important to attempt to develop revenue opportunities in the future to help offset the Company’s negative cash flow from operations and the necessity of raising capital.

The Company’s working capital deficit increased from $1,126,431 at December 31, 2017 to $1,570,176 at December 31, 2018. This increase in the Company’s working capital deficit is very risky. 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 April 12, 2019.

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

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

Summary of the Year Ended December 31, 2018 Results of Operations

The Company’s net loss for the year ended December 31, 2018 was $1,277,184 as compared to a net loss of $999,847 for the year ended December 31, 2017, an increase of approximately 27.5% year-over-year. The increase in net losses in 2018 was primarily due to increases in consulting and contractor expenses and travel and entertainment expenses. The Company incurred consulting and contractor expenses of $747,886 during the year ended December 31, 2018 versus $404,072 for the year ended December 31, 2017, a year-over-year increase of approximately 85%. The increase in consulting and contractor fees in 2018 was largely a result of stock based compensation being paid to several consultants for strategy and business consulting, advisory council, financial reporting, technology consulting and research, operations, archeological services as well as the payment of Board of Directors’ fees. Travel and entertainment expenses increased approximately 36.6%, from $40,002 for the year ended December 31, 2017 to $54,636 for the year ended December 31, 2018. The increase in travel and entertainment in 2018 was primarily due to increased travel by the Company’s Management and consultants both for operational purposes and for a higher volume of meetings with shareholders, investors, advisors and other stakeholders. Additionally, the Company paid for increased travel for some independent contractors involved in the operations. Interest expense for the year ended December 31, 2018 was $228,855 versus $$264,025 for the same period in 2017. Interest expense decreased by approximately 13% in 2018 due to the impact of fair value measurement of various convertible notes. For the year ended December 31, 2018, the Company incurred professional fees of $74,340 as compared to $64,552 for the year ended December 31, 2017, a 15% increase in 2018. The Company incurred vessel related expenses of $58,309 during the year ended December 31, 2018 versus $70,784 during the year ended December 31, 2017, a decrease of approximately 17.6%. The Company did incur some expenses for repairs to the main salvage vessel in 2018, and the Company also deferred making some repairs, however the Company believes that extensive repairs will be needed in the foreseeable future on both the main salvage vessel and some lighter repairs on other vessels that the Company intends to utilize in its exploration efforts. During the year ended December 31, 2018, the Company general and administrative expenses were $59,973 as compared to $62,960 during the year ended December 31, 2017, a slight decrease of 4.7%. Rent expense was $34,185 for the year ended December 31, 2018 versus $41,170 for the same period in 2017, a decrease of approximately 17%. Surveying and site mapping expense was $0 during the year ended December 31, 2018 as compared to $15,660 during the same period in 2017. In 2017 the Company paid a third party to provide proprietary information regarding locations of potential shipwreck material utilizing a satellite based technology.

Liquidity and Capital Resources

At December 31, 2018, the Company had $0 cash in the bank. During the year ended December 31, 2018 and the year ended December 31, 2017, the Company incurred net losses of $1,277,184 and $999,847, respectively. At December 31, 2018, Seafarer had $2,810 in current assets and $1,572,986 in current liabilities, leaving the Company a working capital deficit of $1,570,176.

Lack of Liquidity

A major financial challenge and significant risk facing the Company is a lack of positive cash flow and liquidity. The Company continued to operate with significant debt and a working capital deficit during the year ended December 31, 2018. 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, 2018 and 2017 raises substantial doubt as to our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the year ended December 31, 2018 and 2017, 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, 2018, 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 inception. The Company’s losses from operations were $1,049,829 for the year ended December 31, 2018 and $733,184 for the year ended December 31, 2017. 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.

Convertible Notes Payable and Notes Payable, in Default

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

The convertible notes that have been issued by the Company are convertible at the lender’s option. These convertible notes represent significant potential dilution to the Company’s current shareholders as the convertible price of these notes is generally lower than the current market price of the Company’s shares. As such when these notes are converted into equity there is typically a highly dilutive effect on current shareholders and very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. Furthermore, management intends to have discussions or has already had discussions with several of the promissory note holders who do not currently have convertible notes regarding converting their notes into equity. Any such amended agreements to convert promissory notes into equity would more than likely have a highly dilutive effect on current shareholders and there is a very high probability that such dilution may significantly negatively affect the trading price of the Company’s common stock. 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, 2018 and 2017 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, 2018 AND 2017

TABLE OF CONTENTS

	Page No.
Report of Independent Registered Public Accounting Firms	F-1 - F-2

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-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Seafarer Exploration Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Seafarer Exploration Corp. (the “Company”) as of December 31, 2018, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2018, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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 a net loss of $1,277,184 for the year ended December 31, 2018. Additionally, the Company has a working capital deficit of $1,570,176 and an accumulated deficit of $14,954,819 as of December 31, 2018. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

D. Brooks and Associates CPA’s, P.A.

We have served as the Company’s auditor since 2019.

Palm Beach Gardens, Florida

April 15, 2019

D. Brooks and Associates CPA’s, P.A. 4440 PGA Boulevard Suite 104, Palm Beach Gardens, FL 33410 – (561) 429-6225

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Seafarer Exploration Corp.

Tampa, Florida

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Seafarer Exploration Corp. (the “Company”) at December 31, 2017, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, 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 described in Note 2 to the financial statements, the Company has incurred net losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.

/s/ Daszkal Bolton LLP

We have served as the Company’s auditor since 2016.

Fort Lauderdale, Florida

April 2, 2018

F-2

SEAFARER EXPLORATION CORP.

BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

	December 31,	December 31,
	2018	2017
Assets

Current assets:
Cash	$ -	$ 62,609
Prepaid expenses	2,060	32,227
Deposits and other receivables	750	750
Total current assets	2,810	95,586

Property and equipment, net	-	20,308
Investment at cost	78,000	-
Total assets	$ 80,810	$ 115,894

Liabilities and Stockholders' Deficit

Current liabilities:
Overdraft	$ 2,919	$ -
Accounts payable and accrued expenses	480,951	279,288
Convertible notes payable, net of discounts of $1,401 and $-0-	1,599	-
Convertible notes payable, related parties, net of discounts of $7,588 and $-0-	21,612	-
Convertible notes payable, in default	457,300	470,300
Convertible notes payable, in default - related parties	341,000	234,500
Notes payable, net of discounts of $14,943 and $35,844	90,057	144,156
Notes payable, in default	152,500	30,000
Notes payable, in default - related parties	18,500	43,750
Shareholder loans	6,548	20,023
Total current liabilities	1,572,986	1,222,017

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued
Series A - 7 shares issued and outstanding at December 31, 2018 and 2017	-	-
Series B - 60 shares issued and outstanding at December 31, 2018 and 2017	-	-
Common stock, $0.0001 par value - 4,900,000,000 shares authorized; 3,518,152,964 and
2,784,317,155 shares issued and outstanding at December 31, 2018 and 2017, respectively	350,573	278,432
Common stock to be issued, $0.0001 par value,
23,192,857 shares outstanding at December 31, 2018	2,319	-
Additional paid-in capital	13,109,751	12,293,080
Accumulated deficit	(14,954,819 )	(13,677,635 )
Total stockholders' deficit	(1,492,176 )	(1,106,123 )
Total liabilities and stockholders' deficit	$ 80,810	$ 115,894

See accompanying notes to the financial statements.

F-3

SEAFARER EXPLORATION CORP.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	2018	2017
Revenue	$ -	$ -

Expenses:
Consulting and contractor expenses	747,886	404,072
Vessel maintenance and dockage	58,309	70,784
Professional fees	74,340	64,552
General and administrative expense	60,165	62,960
Depreciation expense	20,308	33,984
Rent expense	34,185	41,170
Sureying and mapping	-	15,660
Travel and entertainment expense	54,636	40,002
Total operating expenses	1,049,829	733,184

Loss from operations	(1,049,829 )	(733,184 )

Other income (expense):
Interest expense	(228,855 )	(264,025 )
Dividend income	1,500
Loss on extinguishment of debt	-	(2,638 )
Total other income expense	(227,355 )	(266,663 )
Net loss	$ (1,277,184 )	$ (999,847 )

Net loss per share - basic and diluted	$ -	$ -
Weighted average common shares outstanding - basic and diluted	3,103,881,581	2,551,178,960

See accompanying notes to the financial statements.

F-4

SEAFARER EXPLPLORATION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Common Stock to Be Issued		Additional	Accumulated	Total
	Shares	Value	Shares	Value	Shares	Value	Shares	Amount	Paid-in Capital	Deficit	Equity
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	-	-	-	-	48,239,312	4,824	-	-	60,328	-	65,152

Stock issued to convert interest	-	-	-	-	25,562,885	2,556	-	-	98,763	-	101,319

Warrants issued for financing cost	-	-	-	-	-	-	-	-	32,641	-	32,641

Beneficial conversion feature	-	-	-	-	-	-	-	-	34,984	-	34,984

Stock issued for board of director fees	-	-	-	-	40,000,000	4,000	-	-	64,000	-	68,000

Stock issued for advisory fees	-	-	-	-	38,000,000	3,800	-	-	61,700	-	65,500

Stock issued for consulting expense	-	-	-	-	19,500,008	1,950	-	-	37,200	-	39,150

Stock issued for legal services	-	-	-	-	7,500,000	750	-	-	18,000	-	18,750

Stock issued for financing cost	-	-	-	-	38,450,000	3,845	-	-	42,995	-	46,840

Stock issued for repairs	-	-	-	-	500,000	50	-	-	500	-	550

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 )

Common stock issued for cash -	-	-	-	-	325,004,949	32,500	6,250,000	625	255,977	-	289,102

Stock issued to convert notes payable	-	-	-	-	16,759,497	1,676	-	-	17,800	-	19,476

Warrants issued for financing cost	-	-	-	-	-	-	-	-	-	-	-

Beneficial conversion feature	-	-	-	-	-	-	-	-	107,623	-	107,623

Stock issued for services	-	-	-	-	280,071,363	26,754	6,942,857	694	291,651	-	319,100

Stock issued as financial costs	-	-	-	-	52,100,000	5,210	10,000,000	1,000	71,620	-	77,830

Investment purchased with stock (P&S)	-	-	-	-	60,000,000	6,000	-	-	72,000	-	78,000

Net loss	-	-	-	-	-	-	-	-	-	(1,277,184 )	(1,277,184 )
Balance December 31, 2018	7	$ -	60	$ -	3,518,252,964	$ 350,573	23,192,857	$ 2,319	$ 13,109,751	$ (14,954,819 )	$ (1,492,176 )

See accompanying notes to the f inancial statements.

F-5

SEAFARER EXPLORATION CORP.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	December 31,	December 31,
	2018	2017
Operating activities
Net loss	$ (1,277,184 )	$ (999,847 )
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation	20,308	33,984
Amortization of beneficial conversion feature and loan fees	138,557	5,812
Common stock issued for services	319,100	191,950
Common stock and warrants issued for non-payment of notes payable	63,284	2,900
Decrease in:
Prepaid expenses and deposits	30,167	87,569
Increase in:
Accounts payable and accrued expenses	201,663	40,062
Net cash used by operating activities	(504,105 )	(637,570 )

Cash flows from investing activities	-	-

Cash flows from financing activities:
Increase in bank overdraft	2,919	-
Proceeds from the issuance of common stock	289,102	393,540
Proceeds from the issuance of convertible notes payable	15,000	265,000
Payments on convertible notes payable	(10,000 )	(45,000 )
Proceeds from the issuance convertible notes payable, related
party	135,700	28,000
Proceeds from notes payable	101,000	-
Payments on notes payable	(53,500 )	-
Proceeds from notes payable, related party	26,000	-
Payments on notes payable related party	(51,250 )	-
Proceeds from loans to stockholders	8,085	43,090
Payments to shareholders	(21,560 )	(9,000 )
Net cash provided by financing activities	441,496	675,630

Net increase (decrease) in cash	(62,609 )	38,060

Cash - beginning	62,609	24,549
Cash - ending	$ -	$ 62,609

Supplemental disclosure of cash flow information:
Cash paid for interest expense	$ -	$ -
Cash paid for income taxes	$ -	$ -
Noncash operating and financing activities:
Convertible debt and accrued interest to converted to common
stock	$ 19,476	$ 68,722
Acquisition of investment with 60,000,000 common stock shares	$ 78,000	$ -
Beneficial conversion feature on convertible notes payable	$ 107,623	$ -
Stock issued for loan origination fees	$ 19,680	$ -

See accompanying notes to the financial statements.

F-6

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 Company filed a Certificate of Domestication to redomicile in the State of Florida on July 26, 2011.

The principal business of the Company is to engage in the archaeologically-sensitive exploration, documentation, and recovery of historic shipwrecks with the objective of exploring and discovering Colonial-era shipwrecks for future generations to be able to appreciate and understand.

NOTE 2 - GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from April 15, 2019. Management's plans include raising capital through the equity markets to fund operations and, eventually, the generation of revenue through its business. The Company does not expect to generate any revenues for the foreseeable future.

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

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. There are no cash equivalents at December 31, 2018 and 2017.

Earnings Per Share

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates, as the inclusion of outstanding common stock equivalents would have been anti-dilutive, as of December 31, 2018 and 2017.

As of December 31, 2018, and 2017, the Company’s outstanding convertible debt and warrants is would result in approximately 546,378,995 and 435,594,101 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive.

F-7

Fair Value of Financial Instruments

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

Property and Equipment and Depreciation

Fixed assets are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives of the respective assets. Property and equipment, net consist of the following at December 31 2018 and 2017, respectively:

	2018	2017

Diving vessel	$ 326,005	$ 326,005

Generator	7,420	7,420

Magnatometer	25,000	25,000

Less accumulated depreciation	$ (358,425 )	(338,117 )

Balance	$ 0	$ 20,308

Depreciation expense was $20,308 for the year ended December 31, 2018 and $33,984 for the year ended and 2017.

F-8

Impairment of Long-Lived Assets

In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. ASC 360-10 provides guidance on accounting for property, plant, and equipment, and the related accumulated depreciation on those assets. ASC 360-10 also includes guidance on the impairment or disposal of long-lived assets. ASC 360-10 notes that long-lived tangible assets include land and land improvements, buildings, machinery and equipment, and furniture and fixtures. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company has determined there has been no impairment in the carrying value of its long-lived assets at December 31, 2018 and 2017, respectively.

Use of Estimates

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

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows.

The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

Convertible Notes Payable

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships. ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entity’s own stock and (2) considered to be settled in the reporting entity’s own stock. Such a determination will dictate whether an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. As of December 31, 2018 and 2017, all of the Company’s convertible notes payable were classified as conventional instruments.

The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. ASC 470-10 addresses classification determination for specific obligations, such as short-term obligations expected to be refinanced on a long-term basis, due-on-demand loan arrangements, callable debt, sales of future revenue, increasing rate debt, debt that includes covenants, revolving credit agreements subject to lock-box arrangements and subjective acceleration clauses, indexed debt. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

F-9

Stock Based Compensation

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

The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “ Equity Based payments to Non-employees ”. The Company measures the fair value of the equity instruments issued based on the fair value of the Company’s stock on contract execution.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

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

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

NOTE 4 – CAPITAL STOCK

The Company’s total authorized capital stock consists of 4,900,000,000 shares of common stock, $0.0001 par value per share.

Preferred Stock

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

Series A Preferred Stock

At December 31, 2018 and 2017, the Company had seven shares of Series A preferred stock issued and outstanding. Each share of Series A preferred stock has the right to convert into 214,289 shares of the Company’s common stock.

F-10

Series B Preferred Stock

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

Common Stock Issuances

During the years ended December 31, 2018 and 2017 the Company issued the following shares of common stock:

	2018	2017
Common shares issued for cash	325,004,949	371,588,889
Common stock issued to convert notes payable and accrued interest	16,759,497	73,802,197
Common stock issued for services	280,071,363	143,950,008
Common stock issued for financing costs	52,100,000	-
Investment purchased with stock	60,000,000	-
Total	733,935,809	589,341,094

Common Stock to be Issued

At December 31, 2018 the Company recorded 6,250,000 shares of common stock to be issued for cash.

At December 31, 2018 the Company recorded 6,942,857 shares of common stock to be issued for services.

At December 31, 2018 the Company recorded 10,000,000 shares of common stock to be issued for financing costs.

Warrants and Options

At December 31, 2018 and 2017 the Company had warrants to purchase a total of 33,000,000 and 145,333,333 shares respectively of its restricted common stock outstanding. The following table shows the warrants outstanding:

	Number of Shares	Number of Shares
Term	2018	2017	Exercise Price
11/10/12 to 11/20/22	4,000,000	4,000,000	0.0050
09/18/15 to 09/18/20	4,000,000	4,000,000	0.0030
04/04/16 to 04/04/18	-	10,000,000	0.0020
07/12/16 to 01/12/18	-	4,000,000	0.0020
08/31/16 to 08/31/18	-	25,000,000	0.0010
01/31/17 to 01/31/18	-	40,000,000	0.0040
02/14/17 to 08/14/18	-	33,333,333	0.0050
09/10/17 to 09/10/19	15,000,000	15,000,000	0.0250
09/10/17 to 09/10/19	10,000,000	10,000,000	0.0250
	33,000,000	145,333,333

F-11

Warrants Issued and Expired During the Year Ended December 31, 2018

The Company did not issue any warrants during the years ended December 31, 2018. During the year ended December 31, 2018, 112,333,333 warrants expired.

Warrants Issued During the Year Ended December 31, 2017

During the year ended December 31, 2017 the Company issued a total of 98,333,333 warrants to purchase shares of restricted common stock at prices ranging from $0.004 to $0.025, 40,00,000 warrants were issued under equity subscription agreements and 58,333,333 under convertible promissory notes. The warrants issued under convertible promissory note agreements were valued using the Black-Scholes model with the following assumptions.

	Year ended December 31,
	2017
Expected life in years	1 to 5 years
Stock price Volatility	205.80 %
Risk free interest rates	1.36 %
Expected dividends	-
Forfeiture rate	-

NOTE 5 – INVESTMENT IN PROBABILITY AND STATISTICS, INC.

The Company entered into a share exchange agreement with Probability and Statistics, Inc. (“P&S”), a privately held corporation, in August of 2018.

Under the terms of the share exchange agreement, the Company agreed to issue 60,000,000 shares of its restricted common stock to P&S in exchange for 10,000 common shares of P&S or a 1% interest. All shares issued by both parties under the agreement have all rights and entitlements as the common stock of every other shareholder of such share class.

The investment in P&S was valued at $78,000. The value of the investment in P&S was accounted for as the total value of the Company’s shares issued to P&S on the date of the share exchange agreement.

NOTE 6 - INCOME TAXES

At December 31, 2018 and 2017, the Company had available Federal and state net operating loss carry forwards to reduce future taxable income. The amounts available were approximately $14,600,000 and $13,300,000 for Federal purposes. The Federal carry forwards begin to expire in 2033. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.

The Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2018 and 2017, the Company did not have a liability for unrecognized tax benefits.

F-12

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2018 and 2017, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2013 through 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject. Due to the Company’s lack of revenue since inception management does not believe that there is any income tax liability for past years. There are currently no open federal or state tax years under audit.

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

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

	For the Year Ended December 31, 2018	For the Year Ended December 31, 2017
Income tax at federal statutory rate	(21.00 %)	(34.00 %)
State tax, net of federal effect	(3.96 %)	(3.96 %)
	(23.96 %)	(37.96 %)
Valuation allowance	23.96 %	37.96 %
Effective rate	0.00 %	0.00 %

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

As of December 31, 2018 and 2017, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of approximately $14,600,000 and $13,300,000, respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2018 and 2017.

NOTE 7 – LEASE OBLIGATION

Corporate Office

As of December 31, 2018, future minimum rental payments required under this non-cancelable operating lease total $15,703 for the year ending December 31, 2019, and $7,967 for the year ending December 31, 2020.

Operations House

The Company has an operating lease for a house located in Palm Bay, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers, personnel, consultants and independent contractors involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2015 and expired on October 31, 2016. The Company pays $1,300 per month to lease the operations house. The term of the lease expired in October 2016, the Company is leasing the operations house on a month-to-month basis and anticipates continuing to lease the house for the foreseeable future.

Total rental expense during the years ended December 31, 2018 and 2017 on these leases was $34,185 and $41,170.

F-13

NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

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

Convertible Notes Payable

The following table reflects the convertible notes payable as of December 31, 2018 and 2017:

Issue Date	Maturity Date	2018	2017	Rate	Conversion Price

Convertible notes payable
10/29/18	04/29/19	$3,000	-	6.00%	0.00070
Balance		$3,000	$0


Convertible notes payable - related parties
01/09/18	01/09/19	$12,000	-	6.00%	0.00060
08/27/18	02/27/19	2,000	-	6.00%	0.00070
10/02/18	04/02/19	1,000	-	6.00%	0.00080
10/23/18	04/23/19	4,200	-	6.00%	0.00070
11/07/18	05/07/19	2,000	-	6.00%	0.00080
11/14/18	05/14/19	8,000	-	6.00%	0.00080
Balance		$29,200	$0

Convertible notes payable - in default
08/28/09	11/01/09	$4,300	$4,300	10.00%	0.01500
04/07/10	11/07/10	70,000	70,000	6.00%	0.00800
11/12/10	11/12/11	40,000	40,000	6.00%	0.00500
10/31/12	04/30/13	8,000	8,000	6.00%	0.00400
11/20/12	05/20/13	50,000	50,000	6.00%	0.00500
01/19/13	07/30/13	5,000	5,000	6.00%	0.00400
02/11/13	08/11/13	9,000	9,000	6.00%	0.00600
09/25/13	03/25/14	10,000	10,000	6.00%	0.01250
10/04/13	04/04/14	50,000	50,000	6.00%	0.01250
10/30/13	10/30/14	50,000	50,000	6.00%	0.01250
05/15/14	11/15/14	40,000	40,000	6.00%	0.00700
10/13/14	04/13/15	25,000	25,000	6.00%	0.00500
06/29/15	12/29/15	25,000	25,000	6.00%	0.00300
09/18/15	03/18/16	25,000	25,000	6.00%	0.00200
04/04/16	10/04/16	10,000	10,000	6.00%	0.00100
07/19/16	07/19/17	4,000	4,000	6.00%	0.00150
08/24/16	02/24/17	20,000	20,000	6.00%	0.00100
03/10/17	09/10/17	-	$10,000	6.00%	0.00100
03/14/17	09/14/17	-	$15,000	6.00%	0.00150
03/06/18	09/06/18	6,000	-	6.00%	0.00060
02/06/18	11/07/18	6,000	-	6.00%	0.00060
Balance		$457,300	$470,300

F-14

Convertible notes payable - related parties, in default
01/09/09	01/09/10	$10,000	$10,000	10.00%	0.01500
01/25/10	01/25/11	6,000	6,000	6.00%	0.00500
01/18/12	07/18/12	50,000	50,000	8.00%	0.00400
01/19/13	07/30/13	15,000	15,000	6.00%	0.00400
07/26/13	01/26/14	10,000	10,000	6.00%	0.01000
01/17/14	07/17/14	31,500	31,500	6.00%	0.00600
05/27/14	11/27/14	7,000	7,000	6.00%	0.00700
07/21/14	01/25/15	17,000	17,000	6.00%	0.00800
10/16/14	04/16/15	21,000	21,000	6.00%	0.00450
07/14/15	01/14/16	9,000	9,000	6.00%	0.00300
01/12/16	07/12/16	5,000	5,000	6.00%	0.00200
05/10/16	11/10/16	5,000	5,000	6.00%	0.00050
05/10/16	11/10/16	5,000	5,000	6.00%	0.00050
05/20/16	11/20/16	5,000	5,000	6.00%	0.00050
07/12/16	01/12/17	5,000	5,000	6.00%	0.00060
01/26/17	03/12/17	5,000	5,000	6.00%	0.00050
02/14/17	08/14/17	25,000	25,000	6.00%	0.00075
08/16/17	09/16/17	3,000	3,000	6.00%	0.00080
03/14/18	05/14/18	25,000	-	6.00%	0.00070
04/04/18	06/04/18	3,000	-	6.00%	0.00070
04/11/18	06/11/18	25,000	-	6.00%	0.00070
05/08/18	07/08/18	25,000	-	6.00%	0.00070
05/30/18	08/30/18	25,000	-	6.00%	0.00070
06/12/18	09/12/18	3,000	-	6.00%	0.00070
06/20/18	09/12/18	500	-	6.00%	0.00070
Balance		$341,000	$234,500

Balance - convertible notes payable		$830,500	$704,800

F-15

Notes Payable

The following table reflects the notes payable as of December 31, 2018 and 2017:

Issue Date	Maturity Date	2018	2017	Rate

Notes payable
11/29/17	11/29/19	$105,000	$105,000	2.06%
12/14/17	12/14/18	-	75,000	6.00%
Balance		$105,000	$180,000

Notes payable - in default
04/27/11	04/27/12	$5,000	$5,000	6.00%
06/23/11	08/23/11	25,000	25,000	6.00%
12/14/17	12/14/18	75,000	-	6.00%
03/07/18	04/15/18	25,000	-	6.00%
04/20/18	05/04/18	21,500	-	6.00%
08/21/18	09/21/18	1,000	-	6.00%
Balance		$152,500	$30,000

Notes payable - related parties, in default
02/24/10	02/24/11	$7,500	$7,500	6.00%
10/06/15	11/15/15	$10,000	$10,000	6.00%
11/02/17	12/02/17	-	11/13/71	6.00%
02/08/18	04/09/18	$1,000	-	6.00%
Balance		$18,500	$43,750

Balance - notes payable		$276,000	$253,750

Between January 1, 2018 and December 31, 2018, the Company issued notes payable and convertible notes payable totaling $277,700. Most of the notes include interest at 6%. The principal amount of the notes and interest is payable on the maturity date. The notes and accrued interest are convertible into common stock at fixed conversion prices at the lender’s option. The conversion prices and maturity dates of these notes are detailed in the table in the preceding page.

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

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

	2018	2017
Face value of convertible notes payable	$ 3,000	-
Beneficial conversion feature	(1,401 )	-
Carrying value	$ 1,599	-

F-16

	2018	2017
Face value of convertible notes payable, related parties	$ 29,200	-
Beneficial conversion feature	(7,588 )	-
Carrying value	$ 21,612	-

	2018	2017
Face value of notes payable	$ 105,000	$ 180,000
Beneficial conversion feature	(14,943 )	(35,844 )
Carrying value	$ 90,057	$ 144,156

The discounts on the convertible notes arose from the allocation of basis to the beneficial conversion feature. The discount is amortized through charges to interest expense over the term of the debt agreement. For the twelve months ended December 31, 2018 and 2017, the Company recorded interest expense related to the amortization of debt discounts in the amount of approximately $139,000 and $80,600, respectively.

At December 31, 2018 and 2017, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $268,863 and $220,732, respectively, and included in accounts payable and accrued expenses on the accompanying balance sheets.

During the year ended December 31, 2018, the Company issued 16,100,000 shares of the Company’s restricted common stock as loan origination fees on certain convertible notes payable and notes payable. The fair value of these shares was determined on the execution debt of the related loan and totaled $18,430 which was recorded as a discount and amortized into interest expense over the related debt. The discount was fully amortized as of December 31, 2018.

An individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors agreed to defer the maturity dates for purposes of the payment financing fees in the form of shares of the Company’s restricted stock that the Company would have to pay to the related note holder due to 4 separate promissory notes that went into default during the year ended December 31, 2018. The related party note holder is entitled to receive a total of 7,200,000 shares of the Company’s restricted common stock as financing fees for Company defaulting on repaying the 4 promissory notes, however the related party note holder agreed to defer the penalty date for the shares to be owed to him until May 1, 2019. The related party note holder also agreed to defer any increase in the interest rate for any of his notes that went into default during the year ended December 31, 2018 until May 1, 2019.

Convertible Notes Payable and Notes Payable Issued in 2018

During the year ended December 31, 2018, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:

In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.

In January of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before March 2, 2018. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. The Company agreed that if the note was not repaid in full by March 2, 2018 then the interest rate on the note would increase to 10% after that date until the note is paid in full and the Company would be obligated to pay an additional 1,000,000 shares of the Company restricted common stock to the related party lender. This note was repaid and the balance owed at December 31, 2018 was $0.

In February of 2018, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before November 7, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest.

In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note was repaid and the balance owed at December 31, 2018 was $0.

In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $6,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before September 6, 2018. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee. The note is unsecured. This note is currently in default due to non payment of principal and interest.

In March of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before April 15, 2018. The lender received 5,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.

F-17

In March of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May14, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 4, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In April of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 11, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 15, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee and a $1,250 financing fee. This note was repaid and the balance owed at December 31, 2018 was $0.

In April of 2018, the Company entered into a promissory note agreement in the amount of $40,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured. The Company repaid principal balance of $18,500 and the principal balance owed was $21,500 at December 31, 2018.

In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August 30, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 12, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In August of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before September 21, 2018. The lender received 100,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.

F-18

In August of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before February 27, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In October of 2018, the Company entered into a promissory note agreement in the amount of $10,000 with an individual. This note pays interest at a rate of 1% per annum and the principal and accrued interest were due on or before October 9, 2018. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee. This note was repaid and the balance owed at December 31, 2018 was $0.

In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 2, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share. This note is currently in default due to non payment of principal and interest.

In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $4,200 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 23, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share.

In October of 2018, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 29, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share. This note is currently in default due to non payment of principal and interest.

In November of 2018, the Company entered into a convertible promissory note agreement in the amount of $2,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May 7, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share.

In November of 2018, the Company entered into a convertible promissory note agreement in the amount of $8,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before May 7, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share.

Note Conversions

During the year ended December 31, 2018, two different lenders converted their outstanding principal and accrued interest into shares of the Company’s common stock. Upon these conversions, the Company issued an aggregate of 16,759,497 for $18,546 of principal balance and $930 of accrued interest.

Shareholder Loans

At December 31, 2018, the Company had eight loans outstanding to its CEO totaling $6,548, consisting of a loan in the amount of $468 with a 6% annual rate of interest, a loan in the amount of $1,500 at 2% rate of interest and an option to convert the loan into restricted shares of the Company’s common stock at $0.0005, and the remaining six loans of $4,580 at 1% rate of interest.

F-19

Convertible Notes Payable and Notes Payable, in Default

As of the date of this filing a total of $831,800 convertible notes payable and notes payable are considered to be in default. Of this amount $374,500 is with related parties. Certain convertible notes payable and notes payable that are not paid upon maturity require the Company to issue restricted common stock as a penalty for nonpayment. During the year ended December 31, 2018, the Company issued 36,000,000 and as 10,000,000 shares to be issued of restricted common stock due to this nonpayment penalty and recorded additional interest expense of $59,400 for the fair value of the common stock shares determined on the date of issuance.

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

NOTE 9 – MATERIAL AGREEMENTS

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

Florida Division of Historical Resources Agreements/Permits

Federal Admiralty Judgement

Agreement with Probability and Statistics, Inc.

Seafarer acquired a 1% ownership position in Probability and Statistics, Inc. (P&S) for an exchange of shares of Seafarer’s restricted common stock (See Note 5).

Certain Other Agreements

In February of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the terms of the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 4,250,000 shares of the Company’s restricted common stock valued at approximately $4,250. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses.

F-20

In February of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 1,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.

In February of 2018, the Company entered into a subscription agreement to sell 10,000,000 shares of restricted common stock to two individuals in exchange for proceeds of $25,000. The Company also agreed that the purchaser will be entitled to receive $125,000 of treasure of their choice after both the Company has recovered a minimum of $1,750,000 of artifacts/treasure and the State of Florida has received its full share of treasure per any permits or agreements. The purchaser will have the right to convert up to a maximum of $125,000 worth of treasure that they have received into shares of the Company’s restricted common stock at a discount of 10% of the average trading price of the Company’s common stock of the previous five days closing price provided that the Company’s common stock is trading at or above $0.04 by providing a written notice to the Company. The conversion option will expire eighteen months after the Company first locates a minimum of $1,750,000 worth of treasure. The value of any treasure recovered will be determined by a mutually agreed upon third party who is a recognized expert in the valuation of historic artifacts.

In March of 2018, the Company entered into an agreement with a corporation to join the Company’s advisory council. Under the terms of the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 4,000,000 shares of the Company’s restricted common stock valued at approximately $3,600. Per the terms of the agreement the shares vest at a rate of 1/12th of the amount per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, then the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisor for preapproved expenses.

In April of 2018, the Company extended the term of a previous agreement with two individuals who are related to the Company’s CEO tocontinue serving as members of the Company’s Board of Directors. Under the agreement, the Directors agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to compensate the individuals via payment of 23,000,000 restricted shares of its common stock each, a total of 46,000,000 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.

In April of 2018, the Company paid one of its consultants 22,833,000 of its restricted common stock in lieu of $15,983 cash for various technology consulting services and research into certain technologies for use in the Company’s operations.

In April of 2018, the Company issued 25,000,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In April of 2018, the Company issued 1,500,000 shares of restricted common stock to one of its consultants. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In April of 2018, the Company issued a consultant 8,000,000 shares of restricted common stock for providing various project management services related to the Company’s shipwreck exploration and recovery services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

F-21

In April of 2018, the Company entered into agreements with six separate individuals to either join or rejoin the Company’s advisory council. Under the advisory council agreements all of the advisors agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreements is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisors shares of the Company’s restricted common stock including 5,000,000 to one of the advisors, 4,000,000 shares each to three of the advisors, 2,000,000 shares to one of the advisors, and 1,000,000 shares to one of the advisors, an aggregate total of 20,000,000 restricted shares. According to the agreements each of the advisors’ shares vest at a rate of 1/12 th of the amount per month over the term of the agreement. If any of the advisors or the Company terminates the advisory council agreements prior to the expiration of the one year terms, then each of the advisors whose agreement has been terminated has agreed to return to the Company for cancellation any portion of their shares that have not vested. Under the advisory council agreements, the Company has agreed to reimburse the advisors for pre approved expenses.

In April of 2018, the Company agreed to provide to an individual who had previously joined the Company’s advisory council an additional 5,000,000 shares of restricted common stock for extending the advisory council agreement and for efforts above and beyond the services agreed to in the original advisory council agreement.

In April of 2018, the Company entered into a consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 500,000 shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.

In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 2,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.

In April of 2018, the Company entered extend a previous consulting agreement with an individual for the purpose of contract management in the fields of film and media. Under the terms of the agreement the Company issued 3,500,000 million shares of its restricted common stock to the consultant for services. The Company also agreed to reimburse the consultant for pre-approved expenses incurred in conjunction with the performance of the services.

In April of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technology strategies with regards to the Company’s business. The Company issued 2,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals works-made-for-hire under U.S. copyright law and such works shall be the property of the Company.

In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its archeological consultants.

In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its independent contractors involved in its diving operations.

In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its business advisory consultants.

In June of 2018, the Company agreed to issue 500,000 shares as a bonus to one of its advisory council members.

F-22

In June of 2018, the Company entered into a consulting agreement with a consultant to advise the Company regarding certain technologies. The Company issued 6,000,000 shares of its restricted common stock to the consultant for the services. The consultant agreed that all work performed under the agreement including business and strategic plans and proposals are the property of the Company.

In July of 2018, the Company entered into an assignment of rights agreement under which an individual agreed to assign all of the patent rights, including right, title and interest to an original inventive concept for a system for detecting precious metals buried beneath the ocean floor to the Company.

In July of 2018 the Company entered into an independent contractor agreement with an individual for social media and website management. Under the terms of the agreement the Company agreed to pay $25,000 and issue 5,000,000 shares of restricted common stock to the independent contractor for the services. Additionally the Company agreed to pay an additional 1,500,000 shares and $1,500 per month until the fee is paid in full and reimburse the independent contractor for pre approved expenses. The agreement is effective until the services are completed as determined by the Company. During the year ended December 31, 2018, the Company issued the independent contractor a total of 12,500,000 share its restricted common stock in conjunction with the independent contractor agreement.

In August of 2018 the Company agreed to issue 60,000,000 shares of its restricted common stock to a private corporation under a share exchange agreement (see Note 5, Investment in Probability and Statistics, Inc.).

In September of 2018 the Company entered into an independent contractor agreement with a limited liability company for technology development services. Under the terms of the agreement the Company agreed to pay $1,500 per month and reimburse the independent contractor for pre approved expenses. The agreement is effective until the services are completed as determined by the Company.

In October of 2018 the Company issued a total of 6,000,000 shares of its restricted common stock to a consultant for business consulting services for government contracting.

During the year ended December 31, 2018 the Company issued 45,000,000 total shares of its restricted common stock to the holder of a promissory note dated March 7, 2018 as a financing fee for not repaying the loan.

In October of 2018, the Company entered into an agreement with two individuals to join the its Board of Directors. Under the agreement, the Directors agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Directors by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to compensate the individuals via payment of 20,000,000 restricted shares of its common stock each, an aggregate total of 40,000,000 shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.

F-23

In November of 2018, the Company paid one of its consultants 36,363,363 shares of its restricted common stock valued at $47,272 to settle an invoice for various technology consulting services and research of design of certain technologies for use in the Company’s operations.

In November of 2018, the Company paid one of its independent contractors 6,942,857 shares of its restricted common stock to settle invoices in the amount of $4,860 for services rendered for the Company’s dive operations. These shares were not yet issued as of December 31, 2018.

In December of 2018, the Company paid one of its consultants 9,875,000 shares of its restricted common as payment for business consulting and advisory services.

In December of 2018 the Company issued a total of 10,250,000 shares of restricted common stock to six independent contractors who provide various services relating to the Company’s diving operations. The shares were issued as retention bonuses as well to induce the consultants to continue to provide services on favorable terms to the Company.

In December of 2018, the Company issued 5,000,000 shares of restricted common stock to one of its consultants who provides various strategic and business consulting services, assistance with financial reporting, IT management and administrative services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In December of 2018, the Company issued 1,000,000 shares of restricted common stock to one of its consultants who provides administrative support and business consulting services. The Company believes that the consultant has provided services at below market rates of compensation and on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In December of 2018, the Company issued 2,000,000 shares of restricted common stock to one of its consultants who provides various accounting and business consulting services. The Company believes that the consultant has provided on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In December of 2018, the Company issued 1,000,000 shares of restricted common stock to one of its vendors who provides Edgar filing services. The Company believes that the vendor has provided on favorable terms to the Company, including a willingness to defer being paid cash for services for periods of time. The shares were paid both as a partial adjustment to more fairly compensate the consultant and as a bonus and inducement for the consultant to continue to provide services to the Company under terms that are favorable to the Company.

In December of 2018, the Company entered into an agreement with an individual to join the Company’s advisory council. Under the advisory council agreement the advisor agreed to provide various advisory services to the Company, including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect to the Company's business, and providing such other advisory or consulting services as may be appropriate from time to time. The term of each of the advisory council agreement is for one year. In consideration for the performance of the advisory services, the Company agreed to issue the advisor 2,000,000 shares of restricted common stock. According to the agreements the advisor’s shares vest at a rate of 166,667 shares per month over the term of the agreement. If the advisor or the Company terminates the advisory council agreement prior to the expiration of the one year term, the advisor has agreed to return to the Company for cancellation any portion of the shares that have not vested. Under the advisory council agreement, the Company has agreed to reimburse the advisor for pre approved expenses.

During the year ended December 31, 2018 the Company issued a total of 45,000,000 shares of its restricted common stock valued at $58,850 to the holder of a promissory note dated March 7, 2018 as a financing fee for non payment of the loan’s principal balance. At December 31, 2018 10,000,000 shares of common stock remain to be issued.

F-24

The Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to periodically provide general business consulting and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions, perform background research including background checks and provide investigative information on individuals and companies as requested by the Company and to assist, when needed, as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $39,100. At December 31, 2018 the Company owed the related party limited liability company $11,150 for services rendered.

The Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $400. At December 31, 2018 the Company owed the related party limited liability company $4,385 for services rendered.

The Company has an agreement to pay an individual a minimum monthly fee of $2,500 per month for archeological consulting services.

The Company has an informal consulting agreement to pay an individual a minimum of $5,000 per month for business advisory, strategic planning and consulting services, assistance with financial reporting, IT management, and administrative services. The Company also agreed to reimburse the consultant for expenses. The agreement may be terminated by the Company or the consultant at any time.

During the year ended December 31, 2018, the company issued an aggregate total of 280,071,363 shares of its restricted common stock and has 6,942,857 shares to be issued valued at $319,100 for services.

NOTE 9 – LEGAL PROCEEDINGS

On June 18, 2013, Seafarer began litigation against Tulco Resources, LLC, in a lawsuit filed in the Circuit Court in and for Hillsborough County, Florida. Such suit was filed for against Tulco based upon for breach of contract, equitable relief and injunctive relief. Tulco was the party holding the rights under a permit to a treasure site at Juno Beach, Florida. Tulco and Seafarer had entered into contracts in March 2008, and later renewed under an amended agreement on June 11, 2010. Such permit was committed to by Tulco to be an obligation and contractual duty to which they would be responsible for payment of all costs in order for the permit to be reissued. Such obligation is contained in the agreement of March 2008 which was renewed in the June 2010 agreement between Seafarer and Tulco. Tulco made the commitment to be responsible for payments of all necessary costs for the gaining of the new permit. Tulco never performed on such obligation, and Seafarer during the period of approximately March 2008 and April 2012 had endeavored and even had to commence a lawsuit to gain such permit which was awarded in April 2012. Seafarer alleged in its complaint the expenditure of large amounts of shares and monies for financing and for delays due to Tulco’s non-performance. Seafarer sought monetary damages and injunctive relief for the award of all rights held by Tulco to Seafarer. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now in position to receive the renewed permit in Seafarer’s name and rights only, with Tulco removed per the Order of the Court. On March 4, 2015, the Court awarded full rights to the Juno sight to Seafarer Exploration, erasing all rights of Tulco Resources. The Company filed an Admiralty Claim over such site in the United States District Court. On October 21, 2016 a hearing on the Admiralty Claim in the United States District Court for the Southern District of Florida was held, where the Court Ordered actions to take place for ongoing admiralty claim. The Court subsequently entered and Order directing the arrest warrant for such site, and such arrest warrant was issued by the Clerk of Court. Such arrest warrant was served by the United States Marshalls Office in Palm Beach, Florida on July 7, 2017. The United States District Court Judge ordered service on the claim on August 10, 2017. On November 14, 2017, Judge Kenneth Marra of the United States District Court awarded Seafarer all rights as the sole owner of the sunken vessel and any items on such site.

F-25

NOTE 10 – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2018 and 2017 the Company has had extensive dealings with related parties:

In January of 2017, the Company entered into a convertible promissory note agreement in the amount of $5,000 with an individual who is related to the Company’s CEO. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before March 12, 2017. The Company paid the related party lender a loan origination fee of 1,000,000 shares of its restricted common stock. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0005 per share. This note is currently in default due to non payment of principal and interest.

In February of 2017, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August 14, 2017. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.00075 per share. The related party lender received 33,333,333 warrants to purchase shares of the Company’s common stock at a price of $0.005. This note is currently in default due to non payment of principal and interest.

In February of 2017, the Company extended the term of a previous agreement with two individuals who are related to the Company’s CEO to continue serving as a member of the Company’s Board of Directors. Under the agreement, the Director agreed to provide various services to the Company including making recommendations for both the short term and the long term business strategies to be employed by the Company, monitoring and assessing the Company's business and to advise the Company’s Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Company's operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice to the other party. The agreement also terminates automatically upon the death, resignation or removal of the Directors. Under the terms of the agreement, the Company agreed to pay the Director 20,000,000 restricted shares of its common stock each, 40,000,000 total shares, and to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the Directs or for preapproved expenses.

In March of 2017, the Company repaid $4,000 to its CEO in order to repay a portion of the principal balance of a loan the CEO had previously provided to the Company.

In April of 2017, the Company repaid $2,000 to its CEO in order to repay a portion of the principal balance of a loan the CEO had previously provided to the Company.

In May of 2017, the Company repaid $2,000 to its CEO in order to repay a portion of the principal balance of a loan the CEO had previously provided to the Company.

In July of 2017, the Company’s CEO provided a loan to the Company in the amount of $2,600. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 12, 2017.

In July of 2017, the Company’s CEO provided a loan to the Company in the amount of $3,000. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 13, 2017.

In August of 2017, the Company’s CEO provided a loan to the Company in the amount of $500. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017.

In August of 2017, the Company’s CEO provided a loan to the Company in the amount of $400. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 25, 2017.

In August of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before August 16, 2017. The related party lender received 250,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest.

In August of 2017, the Company entered into a convertible promissory note agreement in the amount of $3,000 with an individual who is both a related to party and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 16, 2017. The note is not secured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0008 per share. This note is currently in default due to non payment of principal and interest.

F-26

In October of 2017, the Company entered into a promissory note agreement in the amount of $2,500 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before October 23, 2017. The related party lender received 200,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest.

In November of 2017, the Company entered into a promissory note agreement in the amount of $26,250 with a related party. This loan paid interest at a rate of 6% per annum and the principal and accrued interest were due on or before December 2, 2017. The related party lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest.

During the year ended December 31, 2017 the Company had an informal agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to provide general business consulting and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions, perform period background research including background checks and provide investigative information on individuals and companies and to assist, when needed, as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. During the year ended December 31, 2017 the Company paid related party limited liability Company $46,000. The consultant provides the services under the direction and supervision of the Company’s CEO.

During the year ended December 31, 2017 the Company had an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2017 the Company paid the related party transfer agency $8,561.

In January of 2018, the Company entered into a convertible promissory note agreement in the amount of $12,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before January 9, 2019. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0006 per share.

In January of 2018 the Company repaid $26,250 or principal and $505 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At December 31, 2018 the principal balance of the note was $0.

In February of 2018, the Company entered into a promissory note agreement in the amount of $1,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before April 9, 2018. This note is currently in default due to non payment of principal and interest. The note is unsecured.

In March of 2018, the Company’s CEO provided a loan to the Company in the amount of $500. The loan pays interest at the rate of 1% per annum. The loan was due on or before April 6, 2018. This loan is currently in default due to non payment of principal and interest.

F-27

In April of 2018, the Company’s CEO provided a loan to the Company in the amount of $400. The loan pays interest at the rate of 1% per annum. The loan was due on or before May 4, 2018.

In April of 2018, the Company entered into a promissory note agreement in the amount of $25,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest were due on or before May 4, 2018. The lender received 4,000,000 shares of the Company’s restricted common stock as a loan origination fee. This note is currently in default due to non payment of principal and interest. The note is unsecured.

In April of 2018 the Company repaid $25,000 of principal and $479 of accrued interest to a related party lender in order to satisfy a convertible promissory note. At December 31, 2018 the principal balance of the note was $0.

In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

In May of 2018, the Company repaid $440 in principal plus $3 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0.

In May of 2018, the Company repaid $500 in principal plus $4 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0.

In May of 2018, the Company’s CEO provided a loan to the Company in the amount of $4,000. The loan pays interest at the rate of 1% per annum. This loan was repaid and the balance owed at December 31, 2018 was $0.

In May of 2018, the Company repaid $400 in principal plus $1 in accrued interest to its CEO in order to repay a loan the CEO had previously provided to the Company. The loan balance at December 31, 2018 was $0.

In May of 2018, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before August, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share. This note is currently in default due to non payment of principal and interest.

F-28

In June of 2018, the Company’s CEO provided a loan to the Company in the amount of $200. The loan pays interest at the rate of 1% per annum. The loan was due on or before July 14, 2018.

In June of 2018, the Company entered into a convertible promissory note agreement in the amount of $500 with an individual who is both related to the Company’s CEO and a member of the Company’s Board of Directors. This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 20, 2018. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0007 per share.

In July of 2018, the Company’s CEO provided a loan to the Company in the amount of $800. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 11, 2018. This loan is currently in default due to non payment of principal and interest.

In July of 2018, the Company’s CEO provided a loan to the Company in the amount of $480. The loan pays interest at the rate of 1% per annum. The loan was due on or before August 19, 2018. This loan is currently in default due to non payment of principal and interest.

In September of 2018, the Company’s CEO provided a loan to the Company in the amount of $600. The loan pays interest at the rate of 1% per annum. The loan was due on or before October 10, 2018. This loan is currently in default due to non payment of principal and interest.

In October of 2018, the Company’s CEO provided a loan to the Company in the amount of $200. The loan pays interest at the rate of 1% per annum. The loan was due on or before November, 2018. This loan is currently in default due to non payment of principal and interest.

In November of 2018, the Company’s CEO provided a loan to the Company in the amount of $150. The loan pays interest at the rate of 0% per annum. The loan had no maturity date and was repaid prior to December 31, 2018.

On various dates during the year ended December 31, 2018 the Company repaid its CEO a total of $20,568 principal and accrued interest for various outstanding loans.

F-29

During the year ended December 31, 2018 the Company had an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to pay the related party consultant a minimum of $3,000 per month to periodically provide general business consulting and assessing the Company's business and to advise management with respect to an appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions, perform background research including background checks and provide investigative information on individuals and companies as requested by the Company and to assist, when needed, as an administrative specialist to perform various administrative duties and clerical services including reviewing the Company’s agreements and books and records. The consultant provides the services on an as needed basis. The services are provided under the direction and supervision of the Company’s CEO. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $39,100. At December 31, 2018 the Company owed the related party limited liability company $11,150 for services rendered.

During the year ended December 31, 2018, the Company has an ongoing agreement with a limited liability company that is owned and controlled by a person who is related to the Company’s CEO to provide stock transfer agency services. During the year ended December 31, 2018 the Company paid the related party limited liability consultant $400. At December 31, 2018 the Company owed the related party limited liability company $4,385 for services rendered.

At December 31, 2018 and 2017 the following promissory notes and convertible promissory notes were outstanding to related parties:

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

NOTE 11 - SUBSEQUENT EVENTS

Per the Company’s form 8-K filed on February 19, 2019, on February 15, 2019 the Board of Directors, pursuant to Section 607.0704, Florida Statutes, with the Board of Directors acting as shareholders of the Preferred Shares and pursuant to their own resolution, voted to increase the authorized shares of the Corporation from 3,900,000,000 common shares to 4,900,000,000 common shares. Such filing was processed to be effective with the State of Florida on February 15, 2019.

Subsequent to December 31, 2018 the Company sold or issued shares of its common stock as follows ( unaudited):

(i)	sales of 381,350,001 shares of common stock, used for general corporate purposes, working capital and repayment of some debt;
(ii)	issuance of 93,220,616 shares of common stock for services;
(iii)	issuance of 8,227,795 shares of common stock for conversion and satisfaction of accounts payable; and
(iv)	issuance of 15,000,000 shares of common stock for loan financing fees.

F-30

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

On December 19, 2018 Seafarer Exploration Corp. (the Company) was notified by Daszkal Bolton, LLP (“DB”), the Company's independent accounting firm at the time, that DB had elected to cease its services as the PCAOB auditors for the Company. On January 8, 2019, the Company engaged D. Brooks and Associates CPA’s, P.A. as its new independent accounting firm.

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, 2018. 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, 2018, 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 in 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.

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.

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, 2018 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, 2018.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Name	Age	Position
Kyle Kennedy	59	President, CEO, Chairman of the Board
Charles Branscumb	58	Director
Robert L. Kennedy	67	Director
Bradford Clark	49	Director
Thomas Soeder	72	Director

Kyle Kennedy

President, Chief Executive Officer, Chairman of the Board

In 2001, Mr. 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. 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 of experience in the brokerage business. He has held the following licenses: Series 3, 4, 5, 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

Director

Dr. Robert L. "Rob" Kennedy began his professional career as a mathematics teacher with Horace Mann Junior High School in Little Rock, Arkansas. Returning to graduate school, he taught calculus in the mathematics department as a teaching assistant (TA) at the University of Nebraska in Lincoln (UNL). Following his work at UNL, he taught mathematics at Kirkwood Community College in Cedar Rapids, Iowa. Upon entering a doctoral program at the University of Missouri, Columbia, he taught undergraduate and graduate courses in mathematics and statistics as a TA. His Ph.D. was awarded in Higher Education with majors in Educational Psychology and Mathematical Statistics. After graduation, Dr. Kennedy taught basic, advanced, and multivariate statistics in a doctoral education program at the University of Arkansas at Little Rock. With a move to the University of Arkansas for Medical Sciences (UAMS), he continued teaching comparable courses in the Ph.D. nursing program. After twelve years, Dr. Kennedy retired as a Professor in the Office of Educational Development of UAMS after serving for a time as Clinical Professor and Chair of the Department of Nursing Science, and Director of the Scholarship and Research Center, all with UAMS. He has worked in the areas of evaluation, research, statistics, and technology in several universities, including those mentioned above, as well as Western Kentucky University, the University of Central Arkansas, and as an adjunct with the University of Central Michigan and the University of Memphis. He has consulted with numerous school districts and businesses, done extensive research and documentation, and is a past president of both the MidSouth Educational Research Association and the Mid-South Educational Research Foundation.

Bradford Clark

Director

Mr. Clark is a six-year veteran of the Air National Guard where he achieved the rank senior airman. Mr. Clark has owned and operated several lawn maintenance companies over the past thirty-seven years. Mr. Clark works with businesses to help them to increase efficiency and facilitate changes designed to enhance their business model and encourage growth. Mr. Clark holds a Bachelor of Business Administration in Management, University of Arkansas Little Rock.

Thomas Soeder

Director

Tom Soeder has approximately forty-nine years of experience in computer sales, systems and management responsibilities across all market segments, most product groups, and the full range of sales channels. As an Avnet account manager, Mr. Soeder concentrated his efforts primarily on federal government business working with prime and subcontractors, winning over thirty new projects. With his teaming efforts on ECS3, Mr. Soeder brought to Avnet the first commodities based subcontract worth over $600 billion in hardware dollars over ten years. Tom achieved Presidents Club two years running. Mr. Soeder also served Avnet as its Mid Atlantic business development manager. Additionally, Mr. Soeder also supported the team as a systems engineer covering Motorola and Intel designs.

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 of 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)	12/31/18	--	--	--	--	--	--	$ 1,318	$ 1,318
12/31/17		--	--	--	--	--	--	$ 4,404	$ 4,404

(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, 2018 and 2017. The Company’s Board of Directors has agreed that the Company will provide a salary and other compensation to Mr. Kennedy at some future point in time. During the years ended December 31, 2018 and 2017 the Company paid $1,318 and $4,404 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 determined that it would be less expensive for Mr. Kennedy to use his personal vehicle to travel on Company business rather than to lease a car for him. In lieu of leasing a car for Mr. Kennedy to use for Company business, Mr. Kennedy uses his own vehicle. 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 reimbursed or advanced to Mr. Kennedy $15,753 in 2018 and $9,794 in 2017 for travel related expenses and other Company expenses. The Company also paid $4,011 in 2018 and $4,037 in 2017 for Mr. Kennedy’s cellular telephone, text, and wireless data plan.

Officer Compensation

The Company does not have a formal compensation plan in place for its officer.

Directors Summary Compensation Table

The following table shows the fees paid to the Company’s Board of Directors for the year ending December 31, 2018 and 2017 for their work as members of the Board of Directors:

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)	12/31/2018	--	--	--	--	--	--	--	--
	12/31/2017	--	--	--	--	--	--	--	--

Charles Branscum (2)	12/31/2018	--	--	$ 23,000	--	--	--	--	$ 23,000
	12/31/2017	--	--	$ 34,000	--	--	--	--	$ 34,000

Dr. Robert Kennedy (3)	12/31/2018	--	--	$ 23,000	--	--	--	--	$ 23,000
	12/31/2017	--	--	$ 34,000	--	--	--	--	$ 34,000

Bradford Clark (4)	12/31/2018	--	--	$ 18,000	--	--	--	--	$ 18,000
	12/31/2017	--	--	--	--	--	--	--	--

Thomas Soeder (5)	12/31/2018	--	--	$ 18,000	--	--	--	--	$ 18,000
	12/31/2017	--	--	--	--	--	--	--	--

(1)	During the years ended December 31, 2018 and 2017 the Company did not pay any Director’s fees to Kyle Kennedy.

(2)	During the year ended December 31, 2018 the Company paid a fee of 23,000,000 shares of restricted common stock to Mr. Branscum, valued at $23,000, in exchange for his participation as a member of the Board of Directors. 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.

(3)	During the year ended December 31, 2018 the Company paid a fee of 23,000,000 shares of restricted common stock to Dr. Kennedy, valued at $23,000, in exchange for his participation as a member of the Board of Directors. 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.

(4)	During the year ended December 31, 2018 the Company paid a fee of 20,000,000 shares of restricted common stock to Mr. Clark, valued at $18,000, in exchange for his participation as a member of the Board of Directors.

(5)	During the year ended December 31, 2018 the Company paid a fee of 20,000,000 shares of restricted common stock to Mr. Soeder, valued at $18,000, in exchange for his participation as a member of the Board of Directors. Mr. Soeder was also a member of the Company’s Advisory Council during the years ended December 31, 2018 and 2017. During the years ended December 31, 2018 and 2017 Mr. Soeder received 5,500,000 and 5,000,000 shares respectively of the Company’s restricted common stock for his work as a member of the Company’s Advisory Council, the compensation paid for specifically for his advisory council work was paid prior to Mr. Soeder joining the Company’s Board of Directors and is not listed in the table showing fees paid for being a member of the Company’s Board of Directors.

Director Compensation

The Company does not have a formal compensation plan in place for its directors.

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 4,900,000,000 shares of common stock, $0.0001 par value per share. As of March 31, 2019, there were 3,942,094,084 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 31, 2019.

	Shares of	Percentage of
	common stock	common shares
	beneficially owned	beneficially owned 2
Name and Address of Beneficial Owners 1

Kyle Kennedy - President, CEO and Chairman of the Board 3	35,500,000	0.90%

Charles Branscum - Director	100,000,000	2.54%

Dr. Rober L. Kennedy - Director	135,690,267	3.44%

Bradford Clark - Director	27,443,555	0.70%

Thomas Soeder - Director	55,534,787	1.41%

All Directors and Officers as group (5 persons)	354,168,609	8.98%

(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 3,942,094,084 shares of common stock issued and outstanding at March 31, 2019.
(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.

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