Notes
Payable
The
following tables reflect the notes payable at December 31, 2021 and 2020:
Schedule of Notes Payable
| | |
Issue Date | |
Maturity
Date | |
December 31,
2021 | | |
December 31,
2020 | | |
Rate |
| | |
| |
| |
Principal
Balance | | |
Principal
Balance | |
|
|
| Notes payable | |
| |
| |
| | | |
| | |
|
|
| Notes payable, Face Value | |
12/08/21 | |
01/08/22 | |
$ | 50,000 | | |
$ | - | | |
6.00% |
| Balance notes payable | |
| |
| |
$ | 50,000 | | |
$ | - | |
|
|
| |
|
Issue Date |
|
Maturity
Date |
|
December 31,
2021 |
|
|
December 31,
2020 |
|
|
Rate |
| |
|
|
|
|
|
Principal
Balance |
|
|
Principal
Balance |
|
|
|
| Notes payable - in default |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable, Face Value | |
04/27/11 |
|
04/27/12 |
|
$ |
5,000 |
|
|
$ |
5,000 |
|
|
6.00% |
| Notes payable, Face Value | |
12/14/17 |
|
12/14/18 |
|
|
18,000 |
|
|
|
20,000 |
|
|
6.00% |
| Notes payable, Face Value | | 11/29/17 |
|
11/29/19 |
|
|
105,000 |
|
|
|
105,000 |
|
|
2.06% |
| Balance notes payable – default |
|
|
|
|
|
$ |
128,000 |
|
|
$ |
130,000 |
|
|
|
| | |
Issue Date | |
Maturity
Date | |
December 31,
2021 | | |
December 31,
2020 | | |
Rate |
| | |
| |
| |
Principal
Balance | | |
Principal
Balance | |
|
|
| Notes payable - related parties, in default | |
| |
| |
| | |
| |
|
|
| Notes payable, Face Value | |
02/24/10 | |
02/24/11 | |
$ | 7,500 | | |
$ | 7,500 | | |
6.00% |
| Notes payable, Face Value | |
10/06/15 | |
11/15/15 | |
| 10,000 | | |
| 10,000 | | |
6.00% |
| Notes payable, Face Value | |
02/08/18 | |
04/09/18 | |
| 1,000 | | |
| 1,000 | | |
6.00% |
| Balance notes payable - related parties, in default | |
| |
| |
$ | 18,500 | | |
$ | 18,500 | |
|
|
| | |
| |
| |
| | | |
| | |
|
|
| Balance all notes payable | |
| |
| |
$ | 196,500 | | |
$ | 148,500 | |
|
|
The
convertible notes payable are convertible into a fixed number of shares and with no down round protection features. The Company accounted
for the beneficial conversion features based on the intrinsic value at the date of issuance. During the years ended December 31, 2021
and 2020, the Company recognized beneficial conversion features totaling $6,000 and $202,100, respectively. The discount from the beneficial
conversion features are being amortized through charges to interest expense over the term of the convertible notes payable. For the years
ended December 31, 2021 and 2020, the Company recorded interest expense related to the amortization of debt discounts in the amount of
approximately $40,000 and $240,000 which is included in interest expense on the consolidated statements of operations.
New
Convertible Notes Payable Issued During the Years Ended December 31, 2021 and 2020
During
the year ended December 31, 2021, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:
In
October of 2021, the Company entered into a convertible promissory note agreement in the amount of $3,000 with a related party who is
a member of the Board of Directors. This note pays interest at a rate of 2% per annum and the principal and accrued interest is due on
or before April 13, 2022. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common
stock at a rate of $0.0020 per share.
In
November of 2021, the Company entered into a convertible promissory note agreement in the amount of $3,000 with a related party who is
a member of the Board of Directors. This note pays interest at a rate of 2% per annum and the principal and accrued interest is due on
or before May 10, 2022. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common
stock at a rate of $0.0020 per share.
During
the year ended December 31, 2020, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:
In
January of 2020, the Company entered into a convertible promissory note agreement in the amount of $51,000 with a related party who is
a member of the 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 June 30, 2020. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.003 per share. This note is currently in default due to non payment of principal and interest.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $25,200 with a related party who is
a member of the 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 February 6, 2021. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.0035 per share. This note is currently in default due to non payment of principal and interest.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $35,000 with a related party. This
note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before February 6, 2021. The note is
unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0035 per share.
This note is currently in default due to non payment of principal and interest.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $50,400 with a related party who is
a member of the 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 February 14, 2021. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.0035 per share. This note is currently in default due to non payment of principal and interest.
In
September of 2020, the Company entered into a convertible promissory note agreement in the amount of $45,000 with an individual. This
note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before March 1, 2021. The note is unsecured
and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.003 per share. This note
is currently in default due to non payment of principal and interest.
Note
Conversions
During
the year ended December 31, 2021:
The
Company issued 8,734,640 shares of restricted common stock to a related party to settle $20,302 of accrued interest owed on sixteen convertible
notes payable with a total share value of $57,648.
The
Company issued 15,594,247 shares of restricted common stock to a convertible note holder to settle $45,000 of the principal balance and
$1,783 of accrued interest on a convertible note payable with a total share value of $79,530.
The
Company issued 35,615,390 shares of restricted common stock to a convertible note holder to settle $73,000 of the principal balance and
$28,761 of accrued interest on four convertible notes payable with a total share value of $146,024.
During
the year ended December 31, 2020:
The
Company issued 39,781,082 shares of restricted common stock to settle $84,086 of principal and accrued interest owed on three convertible
notes payable. The remaining principal balance of all of these notes was $0 at December 31, 2020.
Repayment
of Promissory Note
During
the years ended December 31, 2021 and 2020, the Company repaid a total of $2,000 and $45,000, respectively, of the principal of a promissory
note with an original principal balance of $75,000 that was due on December 14, 2018. The remaining principal balance of the note at
December 31, 2021 was $18,000.
Shareholder
Loan
At
December 31, 2021, the Company had the following four loans outstanding to its CEO in the aggregate amount of $7,900:
| - | A
loan with no due date with a $1,500 remaining balance and an interest rate of 2% and a conversion
rate of $0.0005; |
| - | A
loan due on October 26, 2021 with a remaining balance of $4,000 and an interest
rate of 1%; |
| - | A
loan due on January 22, 2022 with a remaining balance of $1,400 and an interest
rate of 1%; and |
| - | A
loan due on January 26, 2022 with a remaining balance of $1,000 and an interest rate
of 1%; |
Repayment
of Shareholder Loan
During
the year ended December 31, 2021 the Company repaid its CEO $2,000 for a loan dated April 26, 2021 that had an original principle balance
of $6,000.
Collateralized
Promissory Notes
Two
convertible notes outstanding with related parties, dated January 9, 2009 and January 18, 2012 are collateralized by Company assets.
Convertible
Notes Payable and Notes Payable, in Default
The
Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently
in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets
held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held
as collateral, then the Company may be forced to significantly scale back or cease its operations, which would more than likely result
in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several
promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a
very high potential for a complete loss of capital.
NOTE
7 – STOCKHOLDERS’ DEFICIT
The
Company’s total authorized capital stock consists of 9,900,000,000 shares of common stock, $0.0001 par value per share.
Preferred
Stock
The
Company is authorized to issue 50,000,000 shares of preferred stock.
Series
A Preferred Stock
At
December 31, 2021 and 2020, 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. In the event of a liquidation, Series A have
preference.
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 year ended December 31, 2021, the Company issued or is to issue the following shares of restricted common stock:
| |
- |
720,353,061
restricted shares for total proceeds of $1,530,110. |
| |
|
|
| |
- |
59,944,277
restricted shares to settle $283,202 of principal and accrued interest owed on various convertible notes payable. The Company had
a loss on extinguishment of debt totaling $121,847. |
| |
|
|
| |
- |
79,337,336
restricted shares for services provided by consultants, contractors, advisory members, board
members, and other service providers with a value of $197,882. The Company determined the
fair value of the shares issued using the stock price on date of issuance. Compensation expense
is recognized as the services are provided to the Company.
|
| |
|
|
| |
- |
1,000,000 restricted shares issued as a financing fee to a convertible promise note holder. |
| |
|
|
During
the year ended December 31, 2020, the Company issued or is to issue the following shares of restricted common stock:
| |
- |
425,777,619
shares for total proceeds of $1,299,024. |
| |
|
|
| |
- |
136,842,821
restricted shares for services provided by consultants, contractors, advisory members, board members, and other service providers.
The Company determined the fair value of the shares issued using the stock price on date of grant or issuance. Compensation expense
is recognized as the services are provided to the Company. For the year ended December 31, 2020, the Company incurred $751,416 of
compensation expense for stock issued for services and have prepaid expenses of $123,039 at December 31, 2020 for stock issued prior
to services being performed. The Company recorded unearned compensation of $67,058 on its consolidated balance sheet for the year
ended December 31, 2020. |
| |
|
|
| |
- |
39,781,082
shares to settle $84,086 of principle and accrued interest owed on various convertible notes payable and one note payable. |
| |
- |
1,000,000
shares valued at $6,000 for the purchase of a vehicle. The Company determined the fair value of the shares issued for the purchase
of the vehicle using the stock price on the date of the bill of sale. |
| |
|
|
| |
- |
1,000,000
shares valued at $9,700 issued as charitable contributions to a charity. The Company determined the fair value of the shares issued
using the stock price on date of issuance. |
| |
|
|
| |
- |
60,000,000
shares were cancelled and returned to the treasure (See Note 5 – Investment in Probability and Statistics, Inc.). |
| |
|
|
| |
- |
10,120,000
restricted shares reclassed from common stock to be issued. |
Warrants
and Options
The
Company did not issue any warrants or options during the years ended December 31, 2021 and 2020.
At
December 31, 2021, the Company had warrants to purchase a total of 4,000,000 shares of its restricted common stock outstanding.
The
following table shows the warrants outstanding at December 31, 2021 and 2020:
Schedule of Warrants Outstanding
| | |
Number of | | |
Weighted Average | | |
Weighted Average | | |
Average | |
| | |
Warrants | | |
Exercise Price | | |
Remaining Life (Years) | | |
Intrinsic Value | |
| Outstanding, December 31, 2019 | |
| 8,000,000 | | |
$ | 0.0040 | | |
| 1.83 | | |
$ | 0.0038 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | |
| Forfeited or expired | |
| (4,000,000 | ) | |
| 0.0030 | | |
| - | | |
| 0.0033 | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
| Outstanding, December 31, 2020 | |
| 4,000,000 | | |
$ | 0.0050 | | |
| 1.92 | | |
$ | 0.0013 | |
| Exercisable, December 31, 2020 | |
| 4,000,000 | | |
$ | 0.0050 | | |
| 1.92 | | |
$ | 0.0013 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | |
| Forfeited or expired | |
| - | | |
| - | | |
| - | | |
| - | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
| Outstanding, December 21, 2021 | |
| 4,000,000 | | |
$ | 0.0050 | | |
| 0.92 | | |
$ | 0.0010 | |
| Exercisable, December 21, 2021 | |
| 4,000,000 | | |
$ | 0.0050 | | |
| 0.92 | | |
$ | 0.0010 | |
NOTE 8
– INCOME TAXES
At
December 31, 2021 and 2020, the Company had available Federal and state net operating loss carry forwards (“NOLs”) to reduce
future taxable income. The amounts available were approximately $22,600,000 and $19,925,000, respectively, for Federal purposes. The
potential tax benefit arising from the NOLs of approximately $14,600,000 from the period prior to the Act’s effective date will
begin to expire in 2033. The potential tax benefit arising from the net operating loss carryforward of approximately $5,414,960 generated
from the period following the Act’s effective date can be carried forward indefinitely within the annual usage limitations. 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, 2021 and 2020, the Company did not have a liability for unrecognized tax benefits.
The valuation allowance at December 31, 2021 was
$5,414,960. The net change in valuation allowance during the year ended December 31, 2021 was $1,230,960. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets
will not be realized.
The
Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2021
and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through
2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is preparing and reviewing
information for tax returns for past years. 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:
Schedule of Income taxes computed at the federal statutory rate and the provision for income taxes
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, 2021 and 2020, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating
loss of approximately $22,600,000 and $19,925,000, 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, 2021 and 2020.
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Agreement
to Explore a Shipwreck Site Located off of Melbourne Beach, Florida
In
March of 2014, Seafarer entered into a partnership and with MAP, with the formation of Seafarer’s Quest, LLC for the purpose of
exploring a shipwreck site off of Melbourne Beach, Florida. Seafarer owns 50% of Seafarer’s Quest, LLC and is handling the operations
on behalf of Seafarer’s Quest. To date there has been no significant financial activity in Seafarer’s Quest. Under the partnership
with MAP, Seafarer is the designated manager of Seafarer’s Quest, LLC and is responsible for the costs of permitting, exploration
and recovery. Seafarer is entitled to receive 80% and MAP is entitled to receive 20% of artifacts and treasure recovered from the site
after the State of Florida receives its share, which is anticipated to be 20% under any future recovery permits. The permits with the
State of Florida for two areas on the site, designated as Areas 1 and 2, were renewed in 2019 for an additional 3 years. There are currently
no recovery permits for the site that have been applied for or issued as of the date of this filing. It will be necessary to be granted
a recovery permit in order to recover any artifacts and treasure that may potentially be located on the site. The required, affiliated
environmental permits from the U.S. Army Corps of Engineers (“USACE”) and Florida Department of Environmental Protection
(“FLDEP’) were previously issued in the name of a partner that is no longer active. In 2020 Seafarer worked with the various
State of Florida governmental agencies involved to update and consolidate all of these environmental permits solely under the Company’s
name. The State of Florida Bureau of Archeological Research (“FBAR”) had ordered the Company not to disturb the ocean’s
bottom while the changes and updates to the Company’s permits were in process. Some requests of change are questionable to the
Company. Since the issuance of the USACE and FLDEP environmental permits, FBAR has continued to stop or delay ground disturbance in Seafarer’s
legally permitted area with ongoing questions and requests.
Certain
Other Agreements
See
Note 4 Operating Lease Right-of-Use Assets and Operating Lease Liabilities.
NOTE
10 – RELATED PARTY TRANSACTIONS
During
the year ended December 31, 2021, the Company has had extensive dealings with related parties including the following:
In
April of 2021, Seafarer’s CEO provided a loan to the Company in the amount of $6,000. The loan pays a 1% annual rate of interest,
is due and payable on October 26, 2021 and is not secured.
In
October of 2021, the Company entered into a convertible promissory note agreement in the amount of $3,000 with a related party who is
a member of the Board of Directors. This note pays interest at a rate of 2% per annum and the principal and accrued interest is due on
or before April 13, 2022. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common
stock at a rate of $0.0020 per share.
In
October of 2021, Seafarer’s CEO provided a loan to the Company in the amount of $1,400. The loan pays a 1% annual rate of interest,
was due and payable on January 25, 2022 and is not secured.
In
October of 2021, Seafarer’s CEO provided a loan to the Company in the amount of $1,000. The loan pays a 1% annual rate of interest,
was due and payable on January 26, 2022 and is not secured.
In
November of 2021, the Company entered into a convertible promissory note agreement in the amount of $3,000 with a related party who is
a member of the Board of Directors. This note pays interest at a rate of 2% per annum and the principal and accrued interest is due on
or before May 10, 2022. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common
stock at a rate of $0.0020 per share.
In
December of 2021, the Company extended the term of previous agreements with four individuals to continue serving as members of the Company’s
Board of Directors. Two of the individuals are related to the Company’s CEO. 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 previous 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 Board
members via payment of 10,000,000 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.
Additional
related party transactions:
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 limited liability company a variable amount per month plus periodic bonuses 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. The consultant
provides the services under the direction and supervision of the Company’s CEO. During the years ended December 31, 2021 and 2020,
the Company paid the related party consultant fees of $15,000 and $58,000, respectively, for services rendered. These fees are recorded
as an expense in consulting and contractor expenses in the accompanying consolidated statements of operations. At December 31, 2021 and
2020, the Company owed the related party limited liability company $0.
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 years ended December 31, 2021 and 2020 the Company paid the related party limited
liability company fees of $12,025 and $11,295 respectively, for services rendered. These fees are recorded as an expense in consulting
and contractor expenses in the accompanying consolidated statements of operations. During the years ended December 31, 2021 and 2020,
the Company also paid the related party limited liability 1,000,000 and 0 shares of the Company’s restricted common stock, valued
at $5,100, and $0, respectively, as a bonus. All of the fees paid to the related party limited liability company are recorded as an expense
in consulting and contractor expenses in the accompanying consolidated statements of operations. At December 31, 2021 and 2020, the Company
owed the related party limited liability company $0.
During
the years ended December 31, 2021 and 2020, the Company paid a related party consultant fees of $38,000 and $18,750 respectively
for marketing and administrative services rendered to the Company’s Blockchain subsidiary. Additionally, during the years ended
December 31, 2021 and 2020, the Company paid the related party consultant 6,000,000 shares, valued at $30,600, and 0 shares, respectively,
of the Company’s restricted common stock as further compensation to offset cash payments for extra work and as a retention bonus.
All of the fees paid to the related party consultant are recorded as an expense in consulting and contractor expenses in the accompanying
consolidated statements of operations.
The
Company issued 8,734,640 shares of restricted common stock to a related party to settle $20,302 of accrued interest owed on sixteen convertible
notes payable.
During the years ended December 31, 2021 and 2020
the Company paid a related party individual fees of $8,500 and $0 respectively, for graphic design services. $5,500 of the fees are recorded
as an expense in consulting and contractor expenses in the accompanying consolidated statements of operations and $3,000 of the fees were
recorded as a prepaid expense on the accompanying consolidated balance sheets.
During the years ended December 31, 2021 and 2020
the Company paid fees of $31,943 and $24,000 to one of its Board members for business consulting and strategic advisory services that
were separate from his duties as a member of the Company’s Board of Directors.
During the years ended December 31, 2021 and 2020
the Company paid fees of $22,000 and $20,000 to a limited liability company controlled by one of its Board members for business consulting
and strategic advisory services that were separate from his duties as a member of the Company’s Board of Directors,
During
the year ended December 31, 2020, the Company has had extensive dealings with related parties including the following:
In
January of 2020, the Company entered into a convertible promissory note agreement in the amount of $51,000 with a related party who is
a member of the 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 June 30, 2020. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.003 per share. This note is currently in default due to non payment of principal and interest upon
maturity.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $25,200 with a related party who is
a member of the 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 February 6, 2021. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.0035 per share. This note is currently in default due to non payment of principal and interest.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $35,000 with a related party. This
note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before February 6, 2021. The note is
unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0035 per share.
This note is currently in default due to non payment of principal and interest.
In
August of 2020, the Company entered into a convertible promissory note agreement in the amount of $50,400 with a related party who is
a member of the 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 February 14, 2021. The note is unsecured and is convertible at the lender’s option into shares of the Company’s
common stock at a rate of $0.0035 per share. This note is currently in default due to non payment of principal and interest.
In
December of 2020, the Company extended the term of previous agreements with four individuals to continue serving as members of the Company’s
Board of Directors. Two of the individuals are related to the Company’s CEO. 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 previous 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 Board
members via payment of 5,000,000 restricted shares of its common stock each, an aggregate total of 20,000,000 shares, and to negotiate
future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.
Shareholder
Loan Repayment
During
the year ended December 31, 2021 the Company repaid its CEO $2,000 for a loan dated April 26, 2021 that had an original principle balance
of $6,000.
At
December 31, 2021, the following promissory notes and shareholder loans were outstanding to related parties:
See
Note 6 convertible notes payable – related parties, convertible notes payable – related parties, in default, and notes
payable - related parties, in default.
NOTE
11 –SEGMENT INFORMATION
Seafarer’s
wholly owned subsidiary Blockchain began operations in 2019 by providing referrals to P&S (See Note 5 - Investment in Probability
and Statistics, Inc.) in exchange for referral fees for closed business.
Due
to Blockchain starting operations which have no relation to the Company’s shipwreck and exploration recovery business, the Company
evaluated this business and its impact upon the existing corporate structure. The Company has determined that Blockchain and Seafarer
Exploration Corp. operate as separate segments of the business. As such, the Company has presented the income (loss) from operations
during the years ended December 31, 2021 and 2020 incurred by the two separate segments below.
During
the years ended December 31, 2021 and 2020, Blockchain revenues of $0 and $4,200 respectively, were 0% and 39.6%, respectively, of the
consolidated revenues of the Company.
Segment
information relating to the Company’s two operating segments for the year ended December 31, 2021 is as follows:
Schedule of Segment Reporting Information, by Segment
Segment
information relating to the Company’s two operating segments for the year ended December 31, 2020 is as follows:
| | |
December 31, 2020 | | |
December 31, 2020 | | |
December 31, 2020 | |
| | |
Blockchain LogisTech, LLC | | |
Seafarer Exploration Corp. | | |
Consolidated | |
| Service revenues | |
$ | 4,200 | | |
$ | 6,422 | | |
$ | 10,622 | |
| | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 23,469 | | |
| 2,686,359 | | |
| 2,709,828 | |
| | |
| | | |
| | | |
| | |
| Net loss from operations | |
$ | (19,269 | ) | |
$ | (2,679,937 | ) | |
$ | (2,699,206 | ) |
NOTE
12 – SUBSEQUENT EVENTS
On January 18, 2022, Seafarer received notification
from the Circuit Court of the Thirteenth Judicial Circuit that 61,183,645 restricted common shares from the Defendant could be returned
to the Plaintiff. On January 19, 2022, such shares were returned to the treasury stock of Seafarer and accounted for by Seafarer’s
transfer agent. The settlement also included “Defendant (Torres) has agreed and hereby it is recognized by the Court that Defendant
has made a full retraction of his assertions…” and agreed to pay back an undisclosed amount of money to Seafarer that the
Company does not anticipate being able to collect.
Subsequent to December 31, 2021 the Company sold or
issued shares of its restricted common stock as follows:
| |
(i) |
sales of 328,000,000 shares of restricted common stock under subscription agreements for proceeds of $664,000; and |
| |
(ii) |
issuance of 33,885,913 shares of restricted common stock to various service providers. |
Subsequent to December 31, 2021 the following
loans went into default:
| |
1) |
A loan due to the Company’s CEO in the amount of $1,400 was due January 25, 2022; and |
| |
2) |
A loan due to the Company’s CEO in
the amount of $1,000 was due January 26, 2022.
|
Subsequent to December 31, 2021 the following
loans were repaid:
| 1) |
A convertible promissory with a face
value of $50,000 that was due January 8, 2022 was paid in full prior to the due date. |