UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q /A
Amendment No. 2

 
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
 
or
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________.

Commission File Number 000-29461
 
SEAFARER EXPLORATION CORP.
(Exact name of registrant as specified in its charter)
 
Delaware  90-0473054
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
14497 N. Dale Mabry Highway, Suite 209-N, Tampa, Florida 33618
(Address of principal executive offices)(Zip code)
 
(813) 448-3577
Registrant's telephone number
 
 
 
1
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes   x   No   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes   x   No   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”,“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
   o
 
Accelerated filer
o
Non-accelerated filer
   o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes   o No  x
 
As of August 22, 2011, there were 547,424,268 shares of the registrant's common stock, $.0001 par value per share, outstanding.
 
 
2
 
 
EXPLANATORY NOTE
 
The purpose of this amendment on Form 10-Q/A to Seafarer Exploration Corp's Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
 
No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 
 
3
 
Item 6. Exhibits
 
Set forth below is a list of the exhibits to this quarterly report on Form 10-Q.

 
  Exhibit Number
 Description
    **31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and  Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
   **32.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities and  Exchange Act of 1934, as amended, and 18 U.S.C. 1350, as adopted pursuant to Section906 of the  Sarbanes-Oxley Act of 2002.
   
    *101.INS
XBRL Instance Document
   
   *101.SCH
XBRL Taxonomy Extension Schema
   
   *101.CAL
XBRL Taxonomy Extension Calculation Linkbase
   
   *101.DEF
XBRL Taxonomy Extension Definition Linkbase
   
   *101.LAB
XBRL Taxonomy Extension Label Linkbase
   
   *101.PRE
XBRL Extension Presentation Linkbase
 
* Filed herewith.
** Previously filed.


 
4
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Seafarer Exploration Corp.
     
     
Date: September 15, 2011
By:
/s/ Kyle Kennedy
   
Kyle Kennedy
President, Chief Executive Officer, and Chairman of the Board
(Principal Executive Officer and Principal Accounting Officer)

 
Date: September 15, 2011
By:
/s/ Ralph Johnson
   
Ralph Johnson, Director
 

Date: September 15, 2011
By:
/s/ Charles Branscum
   
Charles Branscum, Director

 
 
 
 
 
 
 
 
 5
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