UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-Q



(Mark
One)



|þ | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



For
the quarterly period ended September 30, 2023



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 LOGO)



|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 209-N, Tampa, Florida 33618
|------------------------------------------------------------------
|(Address
    of principal executive offices) (Zip code)           
|                                                                  
|(813)
    448-3577                                                
|Registrants
    telephone number                                 
|                                                                  
|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. YesoNox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox



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. YesxNoo



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



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YesxNoo



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   | x                           |   | Smaller
    reporting company | x
|                            |                             |  
|                            | Emerging
    growth company | o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox



As
of November 13, 2023, there were 8,243,173,112 shares of the registrants common stock, $.0001 par value per share, outstanding.

1





SEAFARER
EXPLORATION CORP.
Form 10-Q
For the Quarterly Period Ended September 30, 2023



TABLE
OF CONTENTS



|PART I: FINANCIAL INFORMATION                                                                                                            | 3  
|---------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                         |    
|Item 1. Financial Statements                                                                                                             | 4  
|                                                                                                                                         |    
|Condensed Consolidated Balance Sheets: September 30, 2023 (unaudited) and December 31, 2022                                              | 4  
|                                                                                                                                         |    
|Unaudited Condensed Consolidated Statements of Operations: Three and nine months ended September 30, 2023 and 2022                       | 5  
|                                                                                                                                         |    
|Unaudited Condensed Consolidated Statements of Changes in Stockholders Deficit: Three and nine months ended September 30, 2023 and 2022 | 6-7
|                                                                                                                                         |    
|Unaudited Condensed Consolidated Statements of Cash Flows: Nine months ended September 30, 2023 and 2022                                 | 8  
|                                                                                                                                         |    
|Notes to Unaudited Condensed Consolidated Financial Statements                                                                           | 9  
|                                                                                                                                         |    
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                                            | 25 
|                                                                                                                                         |    
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                                       | 31 
|                                                                                                                                         |    
|Item 4. Controls and Procedures                                                                                                          | 31 
|                                                                                                                                         |    
|PART II: OTHER INFORMATION                                                                                                               | 33 
|                                                                                                                                         |    
|Item 1. Legal Proceedings                                                                                                                | 33 
|                                                                                                                                         |    
|Item 1A. Risk Factors                                                                                                                    | 33 
|                                                                                                                                         |    
|Item 2. Recent Sales and Other Issuances of Unregistered Securities                                                                      | 33 
|                                                                                                                                         |    
|Item 3. Defaults Upon Senior Securities                                                                                                  | 34 
|                                                                                                                                         |    
|Item 4. Mine Safety Disclosures                                                                                                          | 34 
|                                                                                                                                         |    
|Item 5. Other Information                                                                                                                | 34 
|                                                                                                                                         |    
|Item 6. Exhibits                                                                                                                         | 35 
|                                                                                                                                         |    
|SIGNATURES                                                                                                                               | 36 

2





Part
I: Financial Information



Statements
in this Form 10-Q Quarterly Report may be forward-looking statements. Forward-looking statements include, but are not limited
to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future
activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about
our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form
10-Q Quarterly Report, under Managements Discussion and Analysis of Financial Condition and Results of Operations
and in other documents which we file with the Securities and Exchange Commission.



In
addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry,
market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our
growth, liquidity and other capital resource issues, compliance with government regulations and permits, agreements with third parties
to conduct operations, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking
statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement
to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by Federal Securities law.

3





|Item I. Financial Statements         
|-------------------------------------
|                                     
|SEAFARER
    EXPLORATION CORP.       
|CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                               |  | September 30, 2023 |             |   | December 31, 2022 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | -
|                                                                                                                                                                                               |  | Unaudited          |             |   |                   |  
|Assets                                                                                                                                                                                         |  |                    |             |   |                   |  
|Current assets                                                                                                                                                                                 |  |                    |             |   |                   |  
|Cash                                                                                                                                                                                           |  | $                  | 481,157     |   |                   | $
|Deposits                                                                                                                                                                                       |  |                    | 750         |   |                   |  
|Total current assets                                                                                                                                                                           |  |                    | 481,907     |   |                   |  
|                                                                                                                                                                                               |  |                    |             |   |                   |  
|Property, plant and equipment, net                                                                                                                                                             |  |                    | 263,346     |   |                   |  
|Right of use asset                                                                                                                                                                             |  |                    | 34,653      |   |                   |  
|Total Assets                                                                                                                                                                                   |  | $                  | 779,906     |   |                   | $
|                                                                                                                                                                                               |  |                    |             |   |                   |  
|Liabilities and Stockholders Deficit                                                                                                                                                          |  |                    |             |   |                   |  
|Current liabilities                                                                                                                                                                            |  |                    |             |   |                   |  
|Accounts payable and accrued expenses                                                                                                                                                          |  | $                  | 559,696     |   |                   | $
|Deferred revenue                                                                                                                                                                               |  |                    | 140,000     |   |                   |  
|Convertible notes payable                                                                                                                                                                      |  |                    | 120,000     |   |                   |  
|Convertible notes payable, related parties, net of discounts of $0 and $3,864, respectively                                                                                                    |  |                    | 105,000     |   |                   |  
|Convertible notes payable, in default                                                                                                                                                          |  |                    | 235,300     |   |                   |  
|Convertible notes payable, in default - related parties                                                                                                                                        |  |                    | 684,500     |   |                   |  
|Notes payable, in default                                                                                                                                                                      |  |                    | 112,000     |   |                   |  
|Notes payable, in default - related parties                                                                                                                                                    |  |                    | 18,500      |   |                   |  
|Shareholder loan                                                                                                                                                                               |  |                    | 5,000       |   |                   |  
|Operating lease liability, current                                                                                                                                                             |  |                    | 17,828      |   |                   |  
|Finance lease liability, current                                                                                                                                                               |  |                    | 23,281      |   |                   |  
|Total current liabilities                                                                                                                                                                      |  |                    | 2,021,105   |   |                   |  
|                                                                                                                                                                                               |  |                    |             |   |                   |  
|Operating lease liability, long-term                                                                                                                                                           |  |                    | 16,891      |   |                   |  
|Finance lease liability, long-term                                                                                                                                                             |  |                    | 104,421     |   |                   |  
|Total Liabilities                                                                                                                                                                              |  |                    | 2,142,417   |   |                   |  
|                                                                                                                                                                                               |  |                    |             |   |                   |  
|Commitments and contingencies (Note 7)                                                                                                                                                         |  |                    |             |   |                   |  
|                                                                                                                                                                                               |  |                    |             |   |                   |  
|Stockholders Deficit                                                                                                                                                                          |  |                    |             |   |                   |  
|Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued                                                                                                           |  |                    |             |   |                   |  
|Series A - 7 shares issued and outstanding                                                                                                                                                     |  |                    | -           |   |                   |  
|Series B - 60 shares issued and outstanding                                                                                                                                                    |  |                    | -           |   |                   |  
|Common stock, $0.0001 par value - 9,900,000,000 shares authorized;
    8,053,009,444 and 7,172,668,896 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively |  |                    | 805,302     |   |                   |  
|Common stock to be issued, $0.0001 par value, 133,054,164 and 71,969,820 shares outstanding at September 30, 2023 and December 31, 2022, respectively                                          |  |                    | 13,305      |   |                   |  
|Unearned compensation                                                                                                                                                                          |  |                    | (86,163     | ) |                   |  
|Additional paid in capital                                                                                                                                                                     |  |                    | 25,431,883  |   |                   |  
|Accumulated deficit                                                                                                                                                                            |  |                    | (27,526,838 | ) |                   |  
|Total Stockholders Deficit                                                                                                                                                                    |  |                    | (1,362,511  | ) |                   |  
|Total Liabilities and Stockholders Deficit                                                                                                                                                    |  | $                  | 779,906     |   |                   | $



See
accompanying notes to the unaudited condensed consolidated financial statements.

4





|SEAFARER
    EXPLORATION CORP.                     
|---------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
|UNAUDITED                                          



|                                      |  | For the Three Months Ended September 30, |               |   | For the Nine Months Ended September 30, |  
|------------------------------------- |  | ---------------------------------------- | ------------- | - | --------------------------------------- | -
|                                      |  | 2023                                     |               |   | 2022                                    |  
|Revenue:                              |  |                                          |               |   |                                         |  
|Service income                        |  | $                                        | -             |   |                                         | $
|                                      |  |                                          |               |   |                                         |  
|Operating Expenses                    |  |                                          |               |   |                                         |  
|Consulting and contractor expenses    |  |                                          | 416,771       |   |                                         |  
|Vessel maintenance and dockage        |  |                                          | 62,175        |   |                                         |  
|Research and development              |  |                                          | 87,687        |   |                                         |  
|Professional fees                     |  |                                          | 40,576        |   |                                         |  
|General and administrative expense    |  |                                          | 80,895        |   |                                         |  
|Depreciation and amortization expense |  |                                          | 12,538        |   |                                         |  
|Rent expense                          |  |                                          | 6,626         |   |                                         |  
|Travel and entertainment expense      |  |                                          | 26,568        |   |                                         |  
|Total operating expenses              |  |                                          | 732,759       |   |                                         |  
|                                      |  |                                          |               |   |                                         |  
|Net loss from operations              |  |                                          | (732,759      | ) |                                         |  
|                                      |  |                                          |               |   |                                         |  
|Other income (expense)                |  |                                          |               |   |                                         |  
|Interest expense                      |  |                                          | (20,313       | ) |                                         |  
|Loss on extinguishment of debt        |  |                                          | (1,450        | ) |                                         |  
|Loss on sale of asset                 |  |                                          | -             |   |                                         |  
|Total other income (expenses)         |  |                                          | (21,763       | ) |                                         |  
|                                      |  |                                          |               |   |                                         |  
|Net loss                              |  | $                                        | (754,522      | ) |                                         | $
|                                      |  |                                          |               |   |                                         |  
|Basic and diluted loss per share      |  | $                                        | (0.00         | ) |                                         | $
|                                      |  |                                          |               |   |                                         |  
|Weighted average shares outstanding   |  |                                          | 7,685,158,594 |   |                                         |  



See
accompanying notes to the unaudited condensed consolidated financial statements.

5





|SEAFARER
    EXPLORATION CORP.                                           
|-------------------------------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
|FOR
    THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023               
|UNAUDITED                                                                



|                                            |  | Series
    A Preferred Stock |   |  | Series
    B Preferred Stock |   |   | Common
    Stock |  |   | Common
    Stock to be Issued |  |  | Unarned
     Compensation |   |  | Additional
      Paid in Capital |  |               | Accumulated
     Deficit |  |   | Total   | 
|------------------------------------------- |  | ---------------------------- | - |  | ---------------------------- | - | - | ---------------- |  | - | ----------------------------- |  |  | ------------------------- | - |  | -------------------------------- |  | ------------- | ------------------------ |  | - | ------- | 
|                                            |  | Shares                       |   |  | Amount                       |   |   | Shares           |  |   | Amount                        |  |  | Shares                    |   |  | Amount                           |  |               | Shares                   |  |   | Amount  | 
|Balance December 31, 2022                   |  |                              | 7 |  |                              | $ | - |                  |  | $ | 60                            |  |  | $                         | - |  |                                  |  | 7,172,668,896 |                          |  | $ | 717,268 | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Common stock issued for cash                |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 228,859,347   |                          |  |   | 22,885  | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued as charitable
    donation     |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 1,000,000     |                          |  |   | 100     | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued for services                   |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 97,201,415    |                          |  |   | 9,720   | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Amortization of unearned compensation       |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Net Loss                                    |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Balance March 31, 2023                      |  |                              | 7 |  |                              |   | - |                  |  |   | 60                            |  |  |                           | - |  |                                  |  | 7,499,729,658 |                          |  |   | 749,973 | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Common stock issued for cash                |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 128,816,667   |                          |  |   | 12,882  | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued for loan origination
    fee   |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 1,000,000     |                          |  |   | 100     | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued for services                   |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 4,166,700     |                          |  |   | 417     | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued to settle accounts
    payable |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 6,776,250     |                          |  |   | 677     | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued to accrued interest            |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 12,010,537    |                          |  |   | 1,202   | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Amortization of unearned compensation       |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Net Loss                                    |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Balance June 30, 2023                       |  |                              | 7 |  |                              |   | - |                  |  |   | 60                            |  |  |                           | - |  |                                  |  | 7,652,499,812 |                          |  |   | 765,251 | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Common stock issued for cash                |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 375,000,000   |                          |  |   | 37,500  | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued for loan origination
    fee   |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 500,000       |                          |  |   | 50      | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued for services                   |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 24,009,632    |                          |  |   | 2,401   | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Stock issued to settle accounts
    payable |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | 1,000,000     |                          |  |   | 100     | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Amortization of unearned compensation       |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Net Loss                                    |  |                              | - |  |                              |   | - |                  |  |   | -                             |  |  |                           | - |  |                                  |  | -             |                          |  |   | -       | 
|                                            |  |                              |   |  |                              |   |   |                  |  |   |                               |  |  |                           |   |  |                                  |  |               |                          |  |   |         | 
|Balance September 30,
    2023              |  |                              | 7 |  |                              | $ | - |                  |  |   | 60                            |  |  | $                         | - |  |                                  |  | 8,053,009,444 |                          |  | $ | 805,302 | 



See
accompanying notes to the unaudited condensed consolidated financial statements.

6





|SEAFARER
    EXPLORATION CORP.                                           
|-------------------------------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
|FOR
    THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022               
|UNAUDITED                                                                





|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  | Unarned |             |   | Additional |   |        | Accumulated |  |   |          |  
|-------------------------------------------------------- |  | ---------------------------- | - |  | ---------------------------- | - | - | ---------------- |  |  | ----------------------------- |  |  | ------------ | - |  | ------------------- |  | ------------- | ------- |  | - | ------- | - |  | ------- | ----------- | - | ---------- | - | ------ | ----------- |  | - | -------- | -
|                                                         |  | Series
    A Preferred Stock |   |  | Series
    B Preferred Stock |   |   | Common
    Stock |  |  | Common
    Stock to be Issued |  |  | Compensation |   |  | Paid
    in Capital |  |               | Deficit |  |   | Total   |  
|                                                         |  | Shares                       |   |  | Amount                       |   |   | Shares           |  |  | Amount                        |  |  | Shares       |   |  | Amount              |  |               | Shares  |  |   | Amount  |   |  |         |             |   |            |   |        |             |  |   |          |  
|Balance December 31, 2021                                |  |                              | 7 |  |                              | $ | - |                  |  |  | 60                            |  |  | $            | - |  |                     |  | 6,176,318,579 |         |  | $ | 617,632 |   |  |         | 37,750,000  |   |            | $ | 3,775  |             |  | $ | (261,536 | )
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Common stock issued for cash                             |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 328,000,000   |         |  |   | 32,800  |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Stock issued for services,
    committed in prior period |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 14,000,000    |         |  |   | 1,400   |   |  |         | (14,000,000 | ) |            |   | (1,400 | )           |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Stock issued for services                                |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 19,885,913    |         |  |   | 2,089   |   |  |         | -           |   |            |   | -      |             |  |   | (3,300   | )
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Cancellation of shares                                   |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | (61,183,646   | )       |  |   | (6,118  | ) |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Amortization of unearned compensation                    |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | 85,470   |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Net Loss                                                 |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Balance March 31, 2022                                   |  |                              | 7 |  |                              |   | - |                  |  |  | 60                            |  |  |              | - |  |                     |  | 6,477,020,846 |         |  |   | 647,803 |   |  |         | 23,750,000  |   |            |   | 2,375  |             |  |   | (179,366 | )
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Common stock issued for cash                             |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 202,500,000   |         |  |   | 20,250  |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Stock issued for services                                |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 13,924,764    |         |  |   | 1,392   |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Cancellation of shares                                   |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | (23,500,000   | )       |  |   | (2,350  | ) |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Amortization of unearned compensation                    |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | 63,151   |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Net Loss                                                 |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Balance June 30, 2022                                    |  |                              | 7 |  |                              |   | - |                  |  |  | 60                            |  |  |              | - |  |                     |  | 6,669,945,610 |         |  |   | 667,095 |   |  |         | 23,750,000  |   |            |   | 2,375  |             |  |   | (116,215 | )
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Common stock issued for cash                             |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 153,123,189   |         |  |   | 15,312  |   |  |         | 23,115,550  |   |            |   | 2,312  |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Stock issued for services                                |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 14,345,238    |         |  |   | 1,435   |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Stock issued for financing
    fees                      |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | 500,000       |         |  |   | 50      |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Amortization of unearned compensation                    |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | 63,846   |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Net Loss                                                 |  |                              | - |  |                              |   | - |                  |  |  | -                             |  |  |              | - |  |                     |  | -             |         |  |   | -       |   |  |         | -           |   |            |   | -      |             |  |   | -        |  
|                                                         |  |                              |   |  |                              |   |   |                  |  |  |                               |  |  |              |   |  |                     |  |               |         |  |   |         |   |  |         |             |   |            |   |        |             |  |   |          |  
|Balance September 30,
    2022                           |  |                              | 7 |  |                              | $ | - |                  |  |  | 60                            |  |  | $            | - |  |                     |  | 6,837,914,037 |         |  | $ | 683,892 |   |  |         | 46,865,550  |   |            | $ | 4,687  |             |  | $ | (52,369  | )



See
accompanying notes to the unaudited condensed consolidated financial statements.

7





|SEAFARER
    EXPLORATION CORP.                     
|---------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
|UNAUDITED                                          



|                                                                            |  | For the Nine Months Ended September 30, |           
|--------------------------------------------------------------------------- |  | --------------------------------------- | ----------
|                                                                            |  | 2023                                    |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                         |           
|Net Loss                                                                    |  | $                                       | (2,360,023
|                                                                            |  |                                         |           
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                         |           
|Depreciation                                                                |  |                                         | 16,395    
|Amortization of right of use asset, finance                                 |  |                                         | 19,952    
|Amortization of right of use asset                                          |  |                                         | (5,820    
|Amortization of beneficial conversion feature and loan fees                 |  |                                         | -         
|Amortization of unearned compensation                                       |  |                                         | 195,125   
|Common stock issued for services                                            |  |                                         | 478,221   
|Common stock issued for a charitable contribution                           |  |                                         | 7,200     
|Financing fees on debt                                                      |  |                                         | 14,000    
|Loss on extinguishment of debt                                              |  |                                         | -         
|Loss on disposal of asset                                                   |  |                                         | -         
|Decrease (increase) in:                                                     |  |                                         |           
|Prepaid expenses and deposits                                               |  |                                         | -         
|Increase (decrease) in:                                                     |  |                                         |           
|Accounts payable & accrued expenses                                         |  |                                         | (33,733   
|Net cash used in operating activities                                       |  |                                         | (1,641,654
|                                                                            |  |                                         |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                                         |           
|Purchase of property, plant and equipment                                   |  |                                         | (2,000    
|Net cash used in investing activities                                       |  |                                         | (2,000    
|                                                                            |  |                                         |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                         |           
|Proceeds from the issuance of common stock                                  |  |                                         | 1,730,802 
|Proceeds from the issuance of convertible notes payable                     |  |                                         | 120,000   
|Proceeds from the issuance of convertible notes payable, related party      |  |                                         | -         
|Proceeds from the issuance of notes payable, related party                  |  |                                         | 105,000   
|Payments on convertible notes payable, related party                        |  |                                         | -         
|Payments on notes payable, related party                                    |  |                                         | -         
|Payments on notes payable                                                   |  |                                         | (6,000    
|Payments from                                                               |  |                                         | -         
|Payments to shareholders                                                    |  |                                         | (2,400    
|Net cash provided by financing activities                                   |  |                                         | 1,947,402 
|                                                                            |  |                                         |           
|NET INCREASE IN CASH                                                        |  |                                         | 303,748   
|CASH, BEGINNING OF PERIOD                                                   |  |                                         | 177,409   
|CASH, END OF PERIOD                                                         |  | $                                       | 481,157   
|                                                                            |  |                                         |           
|Supplemental disclosure of cash flow information                            |  |                                         |           
|Cash paid for interest expense                                              |  | $                                       | -         
|Cash paid for income taxes                                                  |  | $                                       | -         
|                                                                            |  |                                         |           
|Non-cash investing and financing activities:                                |  |                                         |           
|Accrued interest converted to common stock                                  |  | $                                       | 40,837    
|Financing lease liabilities and right of use asset                          |  | $                                       | 142,936   
|Facilities lease liabilities and right of use asset                         |  | $                                       | 37,502    
|Stock issued for prepaid services                                           |  | $                                       | -         



See
accompanying notes to the unaudited condensed consolidated financial statements.

8





|SEAFARER
    EXPLORATION CORP.                          
|--------------------------------------------------------
|NOTES
    TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                             
|                                                        

The
accompanying condensed consolidated financial statements of Seafarer Exploration Corp. (Seafarer or the Company)
are unaudited, but in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary
to fairly state the Companys financial position, results of operations, and cash flows as of and for the dates and periods presented.
The unaudited condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP) for interim financial information.



These
unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial
statements and footnotes included in the Companys Report on Form 10-K for the year ended December 31, 2022, filed with the Securities
and Exchange Commission (the Commission) on March 31, 2023. The results of operations for the nine month period ended September
30, 2023 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2023 or for any future
period.



NOTE
1 – DESCRIPTION OF BUSINESS



Seafarer
Exploration Corp. (Seafarer or the Company), was incorporated on May 28, 2003 in the State of Delaware.



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



In
March of 2014, Seafarer entered into a partnership with Marine Archaeology Partners, LLC (MAP), with the formation of Seafarers
Quest, LLC (SQ) for the purpose of exploring a shipwreck site off of Melbourne Beach, Florida. Under the partnership with
MAP, Seafarer is the designated manager of SQ.



The
Companys wholly owned subsidiary Blockchain LogisTech, LLC (Blockchain), was formed on April 4, 2018 and began operations
in 2019. The Company is evaluating Blockchains business opportunities and does not believe that Blockchain will generate any revenues
for the foreseeable future.



The
Company formed a wholly owned subsidiary, Exploration Studios, LLC, in May 2018 in order to explore media strategies and opportunities.
Exploration Studios, LLC has not yet commenced operations.



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 1 permit was renewed on March
1, 2019 for a period of three years. The Area 2 permit was renewed on January 14, 2019 for a period of three years. Per Florida Statutes,
Seafarer made a timely request for renewal of the 2019 permit for Area 2 on July 29, 2022. In January of 2022, Seafarer received notification
from the Florida Division of Historical Resources (FDHR) that its permit for Area 2, which was set to expire on January
19, 2022, has been continued indefinitely while the renewal request was being processed. The existing permits will continue until the
renewal is finalized or rejected. Per Florida Statutes, Seafarer made a timely request for renewal of the 2019 permit for Area 1 on July
29, 2021. On March 2, 2022, Seafarer received notification that the permit would continue indefinitely with the same terms as Area 2.



Federal
Admiralty Judgement



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. The Company is conducting limited exploration operations at the Juno Beach shipwreck site while
it awaits updated permitting from the United States Army Corp of Engineers (USACE).



NOTE
2 – GOING CONCERN



These
unaudited condensed consolidated 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 and has an accumulated deficit of $27,526,838 as of September 30, 2023. During the nine month period
ended September 30, 2023, the Companys net loss was $2,360,023 and at September 30, 2023, the Company had a working capital deficit
of $1,539,198. These factors raise 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 three months from November 13, 2023. Managements
plans include raising capital through the issuance of common stock and debt to fund operations and, eventually, the generation of revenue
through its business. The Company does not expect to generate any significant revenues for the foreseeable future. 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.

9





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 unaudited condensed consolidated
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 unaudited condensed consolidated 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.



Current
Economic Conditions



The
Company and certain of its advisors are closely monitoring current domestic economic conditions. Of particular concern is the rate of
inflation that has been reported as being near a forty year high and had recently increased nearly 7% on a year-over-year basis from
2021 to 2022 and the rising cost of fuel. The Federal Reserve (the Fed) recently discussed that while inflation growth
has moderated in 2023, inflation was still above the Feds target of 2% per year. The increasing inflation in the overall economy
may lead to higher interest rates which may make it more expensive or potentially more challenging for the Company to access financing.
Additionally, the Companys vessels use large amounts of fuel when in operation and the recent rise in the per gallon cost of gasoline
will cause an increase in the Companys operating expenses. The increase in the cost of fuel may hamper the Companys ability
to conduct operations.



NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This
summary of significant accounting policies of Seafarer Exploration Corp. is presented to assist in understanding the Companys
unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements and notes are representations
of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to GAAP
and have been consistently applied in the preparation of the unaudited condensed consolidated financial statements.



Principles
of Consolidation



The
unaudited condensed consolidated financial statements of the Company include the accounts of the Company and Blockchain which is a wholly
owned subsidiary. Intercompany accounts and transactions have been eliminated in consolidation.



Cash
and Cash Equivalents



For
purposes of the unaudited condensed consolidated statements 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 were no cash equivalents at September
30, 2023 and December 31, 2022. Financial instruments that potentially subject the Company to concentration of credit risk consist principally
of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.
At September 30, 2023, the Company did have deposits in excess of the FDIC insured limit.



Research
and Development Expenses



Expenditures
for research and development are expensed as incurred. The Company incurred research and development expenses of $193,621 and $157,876
for the nine month periods ended September 30, 2023 and 2022, respectively and $87,687 and $16,669 for the three month periods ended
September 30, 2023 and 2022, respectively, which is included in operating expenses in the accompanying unaudited condensed consolidated
statements of operations.



Revenue
Recognition



The
Company recognizes revenue in accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards
Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) and all
the related amendments.



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 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.



The
Company recognizes revenue from the referrals that Blockchain has made to providers of software services when payment for a referral
is received from the provider of software services. Blockchain, at its sole discretion and with no specific sales quotas or targets,
provides referrals of potential end users to the software service providers and is paid a referral fee only after the software services
providers receive payment from the end user.

10





The
Company also has a separate sales referral agreement, with no sales quotas or specific goals or targets, with a limited liability company
that provides product/system engineering and development services. The Companys performance obligation is met when the payment
from the customer is received by the provider of the development services, which is at a point in time. The Company receives referral
fees when payment is received from the provider of the product/system development services which is when the Company recognizes revenue
under the agreement.



The
Company recognizes revenue when cash is received or when it has met its obligations per the terms of a contract or agreement for services.
Payments received for services are recorded as deferred revenue and are recognized as revenue when the services have been provided.



During
2021 the Company entered into an agreement to provide scanning services using its SeaSearcher technology to a corporation involved in
searching for historic shipwreck material. Under the terms of the agreement the Company received an upfront payment of $140,000 which
has been included in the accompanying unaudited condensed consolidated balance sheets at September 30, 2023 and December 31, 2022 as
deferred revenue as the services have not yet been provided.



Earnings
Per Share



The
Company adheres to the FASB ASC 260-10, Earnings per Share, which provides for the 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
stockholders 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.



The
potentially dilutive common stock equivalents for the nine month periods ended September 30, 2023 and 2022 were excluded from the dilutive
loss per share calculation as they would be antidilutive due to the net loss. As of September 30, 2023 and 2022, there were approximately
804,143,176 and 730,366,968 shares of common stock underlying the outstanding convertible notes payable and warrants, respectively.



Fair
Value of Financial Instruments



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



Property,
Plant and Equipment



Property,
plant and equipment are recorded at historical cost. Depreciation is computed on the straight-line method over the estimated useful lives
of the respective assets.



Depreciation
expense was $16,395 for the nine month periods ended September 30, 2023 and 2022, and $5,465 for the three month periods ended September
30, 2023 and 2022, which is included in operating expenses in the accompanying unaudited condensed consolidated statements of operations.



Impairment
of Long-Lived Assets



In
accordance with ASC 360-10, Impairment and Disposal of Long Lived Assets, the Company, on a regular basis, reviews the carrying
amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The
Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest,
from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds
the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use
of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the nine month
periods ended September 30, 2023 and 2022.



Use
of Estimates



The
process of preparing condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Significant estimates for the nine month periods ended September
30, 2023 and 2022 include useful life of property, plant and equipment, valuation allowances against deferred tax assets and the fair
value of non cash equity transactions.

11





Segment
Information



During
2019, Seafarers wholly owned subsidiary, Blockchain, began operations, generated revenue and incurred expenses. The business of
Blockchain has no relation to the Companys shipwreck exploration and recovery operations other than common ownership. As such,
the Company concluded that the operations of Blockchain and Seafarer Exploration were separate reportable segments as of the nine month
periods ended September 30, 2023 and 2022 (see Note 9– Segment Information).



Convertible
Debentures



The
Company adopted the guidance in Accounting Standards Updated (ASU) 2020-06, Accounting for Convertible Instruments
and Contracts in an Entitys Own Equityon January 1, 2022. ASU 2020-06 simplifies an issuers accounting for convertible
instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes
the requirements for accounting for beneficial conversion features. The Company adopted ASU 2020-06 utilizing the modified retrospective
method, which resulted in an immaterial impact to the Company.



Stock
Based Compensation



The
Company applies the fair value method of FASB ASC 718, Share Based Payment, in accounting for its stock-based compensation. The
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. The Company values stock-based compensation at the market price for the Companys common stock and other pertinent
factors at the grant date.



Fully
vested and non-forfeitable shares issued prior to the services being performed are classified as prepaid expenses.



Leases



The
Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains,
a lease. The Companys assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether
the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether
it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component
based on its relative stand-alone price to determine the lease payments.



Operating
lease right of use (ROU) assets represents the right to use the leased asset for the lease term and operating lease liabilities
are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases
do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date
in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over
the lease term and is presented in operating expenses on the unaudited condensed consolidated statements of operations.



Finance
leases are recorded as a finance lease liability and property, plant and equipment asset, based on the present value of lease payments.
The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease.



As
permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance
to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset
that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a
straight-line basis over the lease term.



Income
Taxes



Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.

12





Recent
Accounting Pronouncements



All
other recent accounting pronouncements issued by the FASB, did not or are not believed by management to have a material impact on the
Companys present or future condensed consolidated financial statements.



NOTE
4 – RIGHT-OF-USE ASSETS AND OPERATING AND FINANCE LEASE LIABILITIES



Operating
Leases



Operating
lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement
date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be 10%, as the interest rate
implicit in most of the Companys leases are not readily determinable. Operating lease expense is recognized on a straight-line
basis over the lease term.



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 1, 2020 through July 31, 2023 with base month rents of $1,475 from July
1, 2020 to June 30, 2021, $1,519 from July 1, 2021 to June 30, 2022, $1,564 from July 1, 2022 to June 30, 2023 and $1,611 from
July 1, 2023 to July 31, 2023. The Company entered into an amended lease agreement commencing on August 1, 2023 through July 31, 2025
with base month rents of $1,612 from August 1, 2023 to June 31, 2024 and $1,676 from August 1, 2024 to July 31, 2025. Under
the terms of the lease there may be additional fees charged above the base monthly rental fee. During the three month periods ended September
30, 2023 and 2022, the Company recorded $4,601 as operating lease expense, which is included in rent expense on the unaudited condensed
consolidated statements of operations. During the nine month periods ended September 30, 2023 and 2022, the Company recorded $9,202 as
operating lease expense, which is included in rent expense on the unaudited condensed consolidated statements of operations.



On
July 1, 2020, upon renewal of the lease, the Company recorded a right-of-use asset and lease liability of $48,957.



On
August 1, 2023, upon renewal of the lease, the Company recorded a right-of-use asset and lease liability of $37,502.



Right-of-use
assets at September 30, 2023 and December 31, 2022 are summarized below:



|                              |  | September 30, 2023 |        |   | December 31, 2022 |  
|----------------------------- |  | ------------------ | ------ | - | ----------------- | -
|Office lease                  |  | $                  | 37,502 |   |                   | $
|Less accumulated amortization |  |                    | (2,849 | ) |                   |  
|Right of use assets, net      |  | $                  | 34,653 |   |                   | $



Amortization
on the right -of -use asset is included in rent expense on the unaudited condensed consolidated statements of operations.



Operating
Lease liabilities are summarized below:



|                      |  | September 30, 2023 |         |   | December 31, 2022 |  
|--------------------- |  | ------------------ | ------- | - | ----------------- | -
|Office lease          |  | $                  | 34,719  |   |                   | $
|Less: current portion |  |                    | (17,828 | ) |                   |  
|Long term portion     |  | $                  | 16,891  |   |                   | $



Maturity
of lease liabilities are as follows:



|Year ended December 31, 2023        |  | $ | 5,053  |  
|----------------------------------- |  | - | ------ | -
|Year ended December 31, 2024        |  |   | 20,548 |  
|Year ended December 31, 2025        |  |   | 12,261 |  
|Total future minimum lease payments |  |   | 37,862 |  
|Less: Present value discount        |  |   | (3,143 | )
|Lease liability                     |  | $ | 34,719 |  

13





The
Company also has an operating lease for a house located in Palm Bay, Florida that it leases on a month-to-month basis for $1,300 per
month. 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 also pays a rental fee for a
space in a park on an as needed basis.



Finance
Leases



Commencing
during the nine months ended September 30, 2023, the Company entered into the following leases:



| | o | Vehicle
    lease - monthly lease payments of $1,167 for 60 months amortized over 5 years at 12%
| | - | ------------------------------------------------------------------------------------------------



| | o | Vessel
    lease - monthly lease payments of $1,557 for 60 months amortized over 5 years at 12%
| | - | -----------------------------------------------------------------------------------------------
| |   |                                                                                                
| | o | Sonar
    lease - monthly lease payments of $422 for 60 months amortized over 5 years at 12%   
| |   |                                                                                                

Finance
right of use assets are summarized below:



|                              |  | As of         |         |   | As of        |  
|----------------------------- |  | ------------- | ------- | - | ------------ | -
|                              |  | September 30, |         |   | December 31, |  
|                              |  | 2023          |         |   | 2022         |  
|Vehicle lease                 |  | $             | 53,100  |   |              | $
|Vessel lease                  |  |               | 70,849  |   |              |  
|Sonar lease                   |  |               | 18,987  |   |              |  
|                              |  |               | 142,936 |   |              |  
|Less accumulated amortization |  |               | (19,952 | ) |              |  
|Finance right of use asset    |  | $             | 122,984 |   |              | $



Finance
lease liabilities are summarized below:



|                      |  | As of         |         |   | As of        |  
|--------------------- |  | ------------- | ------- | - | ------------ | -
|                      |  | September 30, |         |   | December 31, |  
|                      |  | 2023          |         |   | 2022         |  
|Vehicle lease         |  | $             | 47,142  |   |              | $
|Vessel lease          |  |               | 62,969  |   |              |  
|Sonar lease           |  |               | 17,801  |   |              |  
|                      |  |               | 127,702 |   |              |  
|Less: current portion |  |               | (23,281 | ) |              |  
|Long term portion     |  | $             | 104,421 |   |              | $



Maturity
of lease liabilities are as follows:



|Year Ended December 31, 2023        |  | $ | 9,438   |  
|----------------------------------- |  | - | ------- | -
|Year Ended December 31, 2024        |  |   | 37,758  |  
|Year Ended December 31, 2025        |  |   | 37,758  |  
|Year Ended December 31, 2026        |  |   | 37,758  |  
|Year Ended December 31, 2027        |  |   | 37,758  |  
|Thereafter                          |  |   | 4,414   |  
|Total future minimum lease payments |  |   | 164,884 |  
|Less imputed interest               |  |   | (37,182 | )
|PV of payments                      |  | $ | 127,702 |  

14





Expenses
incurred with respect to the Companys finance leases during the three and nine months ended September 30, 2023 and 2022 which
are included in general and administrative expenses on the unaudited condensed consolidated statements of operations are set forth below.



|                            |  | September 30, |        |  | September 30, |  
|--------------------------- |  | ------------- | ------ |  | ------------- | -
|Three Month Ended           |  | 2023          |        |  | 2022          |  
|Finance lease amortization  |  | $             | 7,073  |  |               | $
|Finance lease interest      |  |               | 3,898  |  |               |  
|Total finance lease expense |  | $             | 10,971 |  |               | $
|                            |  |               |        |  |               |  
|                            |  | September 30, |        |  | September 30, |  
|Nine Month Ended            |  | 2023          |        |  | 2022          |  
|Finance lease amortization  |  | $             | 19,952 |  |               | $
|Finance lease interest      |  |               | 11,395 |  |               |  
|Total finance lease expense |  | $             | 31,347 |  |               | $



The weighted
average remaining lease term and the weighted average discount rate on the finance leases at September 30, 2023 and 2022 are set
forth below.



|                                      |  | September 30, |            |  | September 30, | 
|------------------------------------- |  | ------------- | ---------- |  | ------------- | 
|                                      |  | 2023          |            |  | 2022          | 
|Weighted average remaining lease term |  |               | 4.36 years |  |               | 
|Weighted average discount rate        |  |               | 12%        |  |               | 

15





NOTE
5 – 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 ASC 470.



Convertible
Notes Payable



The
following tables reflect the convertible notes payable at September 30, 2023 and December 31, 2022:



|                                                    |  | Issue Date |         | Maturity Date |  | September 30, 2023 |         |         | December 31, 2022 |   |        | Rate |  | Conversion Price
|--------------------------------------------------- |  | ---------- | ------- | ------------- |  | ------------------ | ------- | ------- | ----------------- | - | ------ | ---- |  | ----------------
|                                                    |  |            |         |               |  | Principal Balance  |         |         | Principal Balance |   |        |      |  |                 
|Convertible notes payable                           |  |            |         |               |  |                    |         |         |                   |   |        |      |  |                 
|                                                    |  | 09/18/23   |         | 10/18/23      |  | $                  | 120,000 |         |                   | $ | -      |      |  | 6.00%           
|                                                    |  |            |         |               |  |                    |         |         |                   |   |        |      |  |                 
|Balance convertible notes payable                   |  |            |         |               |  | $                  | 120,000 |         |                   | $ | -      |      |  |                 
|                                                    |  |            |         |               |  |                    |         |         |                   |   |        |      |  |                 
|                                                    |  | Issue Date |         | Maturity Date |  | September 30, 2023 |         |         | December 31, 2022 |   |        | Rate |  | Conversion Price
|                                                    |  |            |         |               |  | Principal Balance  |         |         | Principal Balance |   |        |      |  |                 
|Convertible notes payable - related parties         |  | 07/06/22   |         | 01/06/23      |  | $                  | -       |         |                   | $ | 20,000 |      |  | 6.00%           
|                                                    |  | 07/29/22   |         | 01/28/23      |  |                    | -       |         |                   |   | 10,000 |      |  | 6.00%           
|                                                    |  | 08/04/22   |         | 02/04/23      |  |                    | -       |         |                   |   | 10,000 |      |  | 6.00%           
|                                                    |  | 08/02/23   |         | 10/01/23      |  |                    | 100,000 |         |                   |   | -      |      |  | 6.00%           
|                                                    |  |            |         |               |  |                    |         |         |                   |   |        |      |  |                 
|Balance convertible notes payable - related parties |  | $          | 100,000 |               |  | $                  | 40,000  |         |                   |   |        |     
|                                                    |  |            |         |               |  |                    |         |         |                   |   |        |     
|                                                    |  | Issue Date |         | Maturity Date |  | September 30, 2023 |         |         | December 31, 2022 |   |        | Rate |  | Conversion Price
|                                                    |  |            |         |               |  | Principal Balance  |         |         | Principal Balance |   |        |      |  |                 
|Convertible notes payable - in default              |  |            |         |               |  |                    |         |         |                   |   |        |      |  |                 
|                                                    |  | 08/28/09   |         | 11/01/09      |  | $                  | 4,300   |         |                   | $ | 4,300  |      |  | 10.00%          
|                                                    |  | 11/20/12   |         | 05/20/13      |  |                    | 50,000  |         |                   |   | 50,000 |      |  | 6.00%           
|                                                    |  | 01/19/13   |         | 07/30/13      |  |                    | 5,000   |         |                   |   | 5,000  |      |  | 6.00%           
|                                                    |  | 02/11/13   |         | 08/11/13      |  |                    | 9,000   |         |                   |   | 9,000  |      |  | 6.00%           
|                                                    |  | 09/25/13   |         | 03/25/14      |  |                    | 10,000  |         |                   |   | 10,000 |      |  | 6.00%           
|                                                    |  | 10/04/13   |         | 04/04/14      |  |                    | 50,000  |         |                   |   | 50,000 |      |  | 6.00%           
|                                                    |  | 05/15/14   |         | 11/15/14      |  |                    | 40,000  |         |                   |   | 40,000 |      |  | 6.00%           
|                                                    |  | 09/18/15   |         | 03/18/16      |  |                    | 25,000  |         |                   |   | 25,000 |      |  | 6.00%           
|                                                    |  | 07/19/16   |         | 07/19/17      |  |                    | 4,000   |         |                   |   | 4,000  |      |  | 6.00%           
|                                                    |  | 02/06/18   |         | 11/07/18      |  |                    | 6,000   |         |                   |   | 6,000  |      |  | 6.00%           
|                                                    |  | 03/06/18   |         | 09/06/18      |  |                    | 6,000   |         |                   |   | 6,000  |      |  | 6.00%           
|                                                    |  | 01/03/19   |         | 07/03/19      |  |                    | 1,000   |         |                   |   | 1,000  |      |  | 6.00%           
|                                                    |  | 09/04/19   |         | 03/04/20      |  |                    | 25,000  |         |                   |   | 25,000 |      |  | 6.00%           
|Balance convertible notes payable - in default      |  |            | $       | 235,300       |  |                    | $       | 235,300 |                   |   |        |      | 

16





|                                                                |  | Issue Date |           | Maturity Date |  | September 30, 2023 |         |  | December 31, 2022 |   |        | Rate |  | Conversion Price
|--------------------------------------------------------------- |  | ---------- | --------- | ------------- |  | ------------------ | ------- |  | ----------------- | - | ------ | ---- |  | ----------------
|                                                                |  |            |           |               |  | Principal Balance  |         |  | Principal Balance |   |        |      |  |                 
|Convertible notes payable - related parties, in default         |  |            |           |               |  |                    |         |  |                   |  
|                                                                |  | 01/09/09   |           | 01/09/10      |  | $                  | 10,000  |  |                   | $ | 10,000 |      |  | 10.00%          
|                                                                |  | 01/25/10   |           | 01/25/11      |  |                    | 6,000   |  |                   |   | 6,000  |      |  | 6.00%           
|                                                                |  | 01/18/12   |           | 07/18/12      |  |                    | 50,000  |  |                   |   | 50,000 |      |  | 8.00%           
|                                                                |  | 01/19/13   |           | 07/30/13      |  |                    | 15,000  |  |                   |   | 15,000 |      |  | 6.00%           
|                                                                |  | 07/26/13   |           | 01/26/14      |  |                    | 10,000  |  |                   |   | 10,000 |      |  | 6.00%           
|                                                                |  | 01/17/14   |           | 07/17/14      |  |                    | 31,500  |  |                   |   | 31,500 |      |  | 6.00%           
|                                                                |  | 05/27/14   |           | 11/27/14      |  |                    | 7,000   |  |                   |   | 7,000  |      |  | 6.00%           
|                                                                |  | 07/21/14   |           | 01/25/15      |  |                    | 17,000  |  |                   |   | 17,000 |      |  | 6.00%           
|                                                                |  | 10/16/14   |           | 04/16/15      |  |                    | 21,000  |  |                   |   | 21,000 |      |  | 6.00%           
|                                                                |  | 07/14/15   |           | 01/14/16      |  |                    | 9,000   |  |                   |   | 9,000  |      |  | 6.00%           
|                                                                |  | 01/12/16   |           | 07/12/16      |  |                    | 5,000   |  |                   |   | 5,000  |      |  | 6.00%           
|                                                                |  | 05/10/16   |           | 11/10/16      |  |                    | 5,000   |  |                   |   | 5,000  |      |  | 6.00%           
|                                                                |  | 05/10/16   |           | 11/10/16      |  |                    | 5,000   |  |                   |   | 5,000  |      |  | 6.00%           
|                                                                |  | 05/20/16   |           | 11/20/16      |  |                    | 5,000   |  |                   |   | 5,000  |      |  | 6.00%           
|                                                                |  | 07/12/16   |           | 01/12/17      |  |                    | 2,400   |  |                   |   | 2,400  |      |  | 6.00%           
|                                                                |  | 01/26/17   |           | 03/12/17      |  |                    | 5,000   |  |                   |   | 5,000  |      |  | 6.00%           
|                                                                |  | 02/14/17   |           | 08/14/17      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 08/16/17   |           | 09/16/17      |  |                    | 3,000   |  |                   |   | 3,000  |      |  | 6.00%           
|                                                                |  | 01/09/18   |           | 01/09/19      |  |                    | 12,000  |  |                   |   | 12,000 |      |  | 6.00%           
|                                                                |  | 03/14/18   |           | 05/14/18      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 04/04/18   |           | 06/04/18      |  |                    | 3,000   |  |                   |   | 3,000  |      |  | 6.00%           
|                                                                |  | 04/11/18   |           | 06/11/18      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 05/08/18   |           | 07/08/18      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 05/30/18   |           | 08/30/18      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 06/12/18   |           | 09/12/18      |  |                    | 3,000   |  |                   |   | 3,000  |      |  | 6.00%           
|                                                                |  | 06/20/18   |           | 09/12/18      |  |                    | 500     |  |                   |   | 500    |      |  | 6.00%           
|                                                                |  | 08/27/18   |           | 02/27/19      |  |                    | 2,000   |  |                   |   | 2,000  |      |  | 6.00%           
|                                                                |  | 10/02/18   |           | 04/02/19      |  |                    | 1,000   |  |                   |   | 1,000  |      |  | 6.00%           
|                                                                |  | 10/23/18   |           | 04/23/19      |  |                    | 4,200   |  |                   |   | 4,200  |      |  | 6.00%           
|                                                                |  | 11/07/18   |           | 05/07/19      |  |                    | 2,000   |  |                   |   | 2,000  |      |  | 6.00%           
|                                                                |  | 11/14/18   |           | 05/14/19      |  |                    | 8,000   |  |                   |   | 8,000  |      |  | 6.00%           
|                                                                |  | 01/08/19   |           | 07/08/19      |  |                    | 7,000   |  |                   |   | 7,000  |      |  | 6.00%           
|                                                                |  | 04/25/19   |           | 12/23/19      |  |                    | 20,000  |  |                   |   | 20,000 |      |  | 6.00%           
|                                                                |  | 06/07/19   |           | 12/07/19      |  |                    | 5,100   |  |                   |   | 5,100  |      |  | 6.00%           
|                                                                |  | 09/17/19   |           | 04/17/20      |  |                    | 12,000  |  |                   |   | 12,000 |      |  | 6.00%           
|                                                                |  | 11/12/19   |           | 05/12/20      |  |                    | 25,000  |  |                   |   | 25,000 |      |  | 6.00%           
|                                                                |  | 11/26/19   |           | 05/26/20      |  |                    | 25,200  |  |                   |   | 25,200 |      |  | 6.00%           
|                                                                |  | 12/03/19   |           | 06/03/20      |  |                    | 15,000  |  |                   |   | 15,000 |      |  | 6.00%           
|                                                                |  | 01/07/20   |           | 06/20/20      |  |                    | 51,000  |  |                   |   | 51,000 |      |  | 6.00%           
|                                                                |  | 08/06/20   |           | 02/06/21      |  |                    | 25,200  |  |                   |   | 25,200 |      |  | 6.00%           
|                                                                |  | 08/06/20   |           | 02/06/21      |  |                    | 35,000  |  |                   |   | 35,000 |      |  | 6.00%           
|                                                                |  | 08/14/20   |           | 02/14/21      |  |                    | 50,400  |  |                   |   | 50,400 |      |  | 6.00%           
|                                                                |  | 10/31/21   |           | 04/13/22      |  |                    | 3,000   |  |                   |   | 3,000  |      |  | 2.00%           
|                                                                |  | 11/10/21   |           | 05/10/22      |  |                    | 3,000   |  |                   |   | 3,000  |      |  | 2.00%           
|                                                                |  | 07/06/22   |           | 01/06/23      |  |                    | 20,000  |  |                   |   | -      |      |  | 6.00%           
|                                                                |  | 07/29/22   |           | 01/28/23      |  |                    | 10,000  |  |                   |   | -      |      |  | 6.00%           
|                                                                |  | 08/04/22   |           | 02/04/23      |  |                    | 10,000  |  |                   |   | -      |      |  | 6.00%           
|                                                                |  | 07/24/23   |           | 09/24/23      |  |                    | 5,000   |  |                   |   | -      |      |  | 1.00%           
|                                                                |  |            |           |               |  |                    |         |  |                   |   |        |      |  |                 
|Balance convertible notes payable - related parties, in default |  | $          | 689,500   |               |  | $                  | 644,500 |  |                   |   |        |     
|                                                                |  |            |           |               |  |                    |         |  |                   |   |        |      |  |                 
|Balance all convertible notes payable                           |  | $          | 1,144,800 |               |  | $                  | 919,800 |  |                   |   |        |     

17





Notes
Payable



The
following tables reflect the notes payable at September 30, 2023 and December 31, 2022:



|                                                    |  | Issue Date |  | Maturity Date |  | September 30, 2023 |         |  | December 31, 2022 |   |         | Rate
|--------------------------------------------------- |  | ---------- |  | ------------- |  | ------------------ | ------- |  | ----------------- | - | ------- | ----
|                                                    |  |            |  |               |  | Principal Balance  |         |  | Principal Balance |   |         |     
|Notes payable - in default                          |  |            |  |               |  |                    |         |  |                   |   |         |     
|                                                    |  | 04/27/11   |  | 04/27/12      |  | $                  | 5,000   |  |                   | $ | 5,000   |     
|                                                    |  | 12/14/17   |  | 12/14/18      |  |                    | 2,000   |  |                   |   | 8,000   |     
|                                                    |  | 11/29/17   |  | 11/29/19      |  |                    | 105,000 |  |                   |   | 105,000 |     
|Balance notes payable – in default                  |  |            |  |               |  | $                  | 112,000 |  |                   | $ | 118,000 |     
|                                                    |  |            |  |               |  |                    |         |  |                   |   |         |     
|                                                    |  | Issue Date |  | Maturity Date |  | September 30, 2023 |         |  | December 31, 2022 |   |         | Rate
|                                                    |  |            |  |               |  | Principal Balance  |         |  | Principal Balance |   |         |     
|Notes payable - related parties, in default         |  |            |  |               |  |                    |         |  |                   |   |         |     
|                                                    |  | 02/24/10   |  | 02/24/11      |  | $                  | 7,500   |  |                   | $ | 7,500   |     
|                                                    |  | 10/06/15   |  | 11/15/15      |  |                    | 10,000  |  |                   |   | 10,000  |     
|                                                    |  | 02/08/18   |  | 04/09/18      |  |                    | 1,000   |  |                   |   | 1,000   |     
|Balance notes payable - related parties, in default |  |            |  |               |  | $                  | 18,500  |  |                   | $ | 18,500  |     
|                                                    |  |            |  |               |  |                    |         |  |                   |   |         |     
|Balance all notes payable                           |  |            |  |               |  | $                  | 130,500 |  |                   | $ | 136,500 |     



New
Convertible Notes Payable Issued During the Nine Month Periods Ended September 30, 2023 and 2022



During
the nine month period ended September 30, 2023 the Company entered into the following notes payable agreements:



In
May of 2023, the Company entered into a convertible promissory note agreement in the amount of $50,000 with an individual. This note
paid interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 30, 2023. The lender received
1,000,000 shares of the Companys restricted common stock as a financing fee for providing the loan. The principal balance and
accrued interest of $115 was repaid prior to June 30, 2023.



In
July of 2023, the Company entered into a convertible promissory note agreement in the amount of $5,000 with a related party who is a
member of the Board of Directors. This note pays interest at a rate of 1% per annum and the principal and accrued interest was due on
or before September 24, 2023. The lender received 500,000 shares of the Companys restricted common stock as a loan origination
fee. The note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate
of $0.00175 per share.



In
August of 2023, the Company entered into a promissory note agreement in the amount of $100,000 with a related party. This note paid interest
at a rate of 6% per annum and the principal and accrued interest is due on or before October 2, 2023. The lender received 2,000,000 shares
of the Companys restricted common stock as a loan origination fee. 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
September of 2023, the Company entered into a convertible promissory note agreement in the amount of $120,000 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 October 18, 2023. The note is
unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of $0.002 per share.



During
the nine month period ended September 30, 2022 the Company entered into the following notes payable agreements:



In
July of 2022, the Company entered into a convertible promissory note agreement in the amount of $20,000 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 is due on
or before January 6, 2023. The note is unsecured and is convertible at the lenders option into shares of the Companys common
stock at a rate of $0.0015 per share.



In
July of 2022, the Company entered into a convertible promissory note agreement in the amount of $10,000 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 January 29, 2023. The note is unsecured and is convertible at the lenders option into shares of the Companys
common stock at a rate of $0.002 per share.



In
August of 2022, the Company entered into a convertible promissory note agreement in the amount of $10,000 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 February 4, 2023. The note is unsecured and is convertible at the lenders option into shares of the Companys
common stock at a rate of $0.002 per share.

18





In
August of 2022, the Company entered into a promissory note agreement in the amount of $5,000 with a related party. This note paid interest
at a rate of 6% per annum and the principal and accrued interest was due on or before August 26, 2022. The lender received 500,000 shares
of the Companys restricted common stock as a loan origination fee. The note was repaid and the balance at December 31, 2022 was
$0.



In
August of 2022, the Company entered into a convertible promissory note agreement in the amount of $50,000 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 September 29, 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 $0.002 per share. This convertible
note payable was converted during 2022.



Repayment
of Promissory Note



During
the nine month period ended September 30, 2023, the Company repaid a total of $6,000 of the principal of a note payable with an original
principal balance of $75,000 that was due on December 14, 2018. The remaining principal balance of the note at September 30, 2023 was
$2,000.



During
the nine month period ended September 30, 2022, the Company repaid a total of $50,000 of the principal of a promissory note with an original
principal balance of $50,000 that was due on January 8, 2022.



Note
Conversions



During
the nine month period ended September 30, 2023:



The
Company issued 12,010,537 shares of restricted common stock to a related party to settle $28,264 of accrued interest owed on sixteen
convertible notes payable with a total share value of $40,837.



Shareholder
Loan



At
September 30, 2023, the Company had the following loans outstanding to its CEO in the total amount of $5,000 as follows:



| | - | 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; and
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                             
| | - | A
    loan due on September 9, 2022 with a remaining balance of $3,500, and an interest rate of 1%.                         

19





At
December 31, 2022, the Company had the following loans outstanding to its CEO in the total amounts of $7,400 as follows:



| | - | A
    loan with no due date with a remaining balance of $1,500 and an interest rate of 2% and a conversion rate of $0.0005;
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                            
| | - | A
    loan due on January 22, 2022 with a remaining balance of $1,400 and an interest rate of 1%;                          
| |   |                                                                                                                            
| | - | A
    loan due on January 26, 2022 with a remaining balance of $1,000 and an interest rate of 1%; and                      
| |   |                                                                                                                            
| | - | A
    loan due on September 9, 2022 with a remaining balance of $3,500, and an interest rate of 1%.                        



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.

20





NOTE
6 – STOCKHOLDERS DEFICIT



Series
A Preferred Stock



At
September 30, 2023 and December 31, 2022, 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.



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.



Warrants
and Options



The
Company did not issue any warrants or options during the nine month periods ended September 30, 2023 and 2022.

21





NOTE
7 – COMMITMENTS AND CONTINGENCIES



Agreement
to Explore a Shipwreck Site Located off of Melbourne Beach, Florida



In
March of 2014, Seafarer entered into a partnership 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 extended in early 2022 for an indefinite time period pending
formal renewal. 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.



Per
Florida Statutes, Seafarer made a timely request for renewal of the 2019 permit for Areas 1 and 2 on July 29, 2021. In January of 2022,
Seafarer received notification from the Florida Division of Historical Resources (FDHR) that its permits for Areas 1 and
2, which was set to expire on January 19, 2022, has been continued indefinitely while the renewal request was being processed.



Vessel
and Trailer Rental and Purchase Agreement



In
January of 2023, the Company entered into a rental and purchase agreement for a vessel and trailer. Under the terms of the agreement,
the Company has the right to exclusive use of the vessel, a thirty four foot King Cat manufactured by Baha Cruisers, and trailer to be
able to haul the vessel. The Company agreed to make a one time payment of 15,000,000 shares of its restricted common stock, with an agreed
upon value of $30,000 for the purposes of the valuation of the vessel and trailer, and pay $1,557 per month for sixty months. The Company
and the owner of the vessel and trailer agreed that the price of the shares for the purposes of the share price calculation was $0.002.
Once the Company has paid the amount totaling the agreed upon purchase price of $100,000, the owner of the vessel agreed to transfer
the title and ownership of the vessel and trailer to the Company.



Vehicle
Rental and Purchase Agreement



In
January of 2023, the Company entered into a rental and purchase agreement for a vehicle for use in the Companys operations to
tow vessels and other equipment. Under the terms of the agreement, the Company has the right to exclusive use of the vehicle, a 2021
Dodge RAM 3500. The Company agreed to make a one time payment of 11,242,350 shares of its restricted common stock, with an agreed upon
value of $22,485 for the purposes of the valuation of the truck, and pay $1,167 per month for sixty two months. Once the Company has
an amount totaling the payoff amount, $52,464, to the seller, the seller agreed to transfer title and ownership of the vehicle to the
Company.



Sonaar
Rental and Purchase Agreement



In
May of 2023, the Company entered into a rental and purchase agreement for sonar for use in the Companys operations to scan, identify,
and locate historic shipwreck sites. Under the terms of the agreement, the Company has the right to exclusive use of the sonar, a SSS-600K
side scan sonar with total of 250 feet of cable, cable connector, laptop computer, software, GPS unit and hard carry case. The Company
agreed to make a one time payment of 4,166,700 shares of its restricted common stock, with an agreed upon value of $83,334 for the purposes
of the valuation of the sonar, and pay $422 per month for sixty two months. Once the Company has an amount totaling the payoff amount,
$26,186, to the seller, the seller agreed to transfer title and ownership of the sonar to the Company.



Certain
Other Agreements



See
Note 4 Operating Lease Right-of-Use Assets and Operating and Finance Lease Liabilities.

22





NOTE
8 – RELATED PARTY TRANSACTIONS



In
January of 2023, the Company extended the term of previous agreements with three 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 30,000,000 shares or $216,000, and
to negotiate future compensation on a year-by-year basis. The Company also agreed to reimburse the individuals for preapproved expenses.
At September 30, 2023 there was $86,163 in unearned compensation.



The
Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is related
to its CEO to provide general business consulting services including periodically assessing the Companys business and advising
management with respect to 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.
The consultant provides the services under the direction and supervision of the Companys CEO. During the nine month periods ended
September 30, 2023 and 2022, the Company paid the related party limited liability company consulting fees of $30,000 and $22,000, respectively,
for services rendered. During the three month periods ended September 30, 2023 and 2022, the Company paid the related party limited liability
company consulting fees of $9,000 and $5,000, respectively, for services rendered. These fees are recorded as an expense in consulting
and contractor expenses in the accompanying unaudited condensed consolidated statements of operations. At September 30, 2023 and December
31, 2022, the Company owed the related party limited liability company $0 and $3,000, respectively.



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 nine month periods ended September 30, 2023 and 2022 the Company paid the related
party limited liability company fees of $2,275 and $6,478 respectively, for services rendered. During the three month periods ended September
30, 2023 and 2022, the Company paid the related party limited liability company consulting fees of $2,275 and $0, respectively, for services
rendered. During the nine month period ended September 30, 2023 the Company issued the related party limited liability company 5,576,250
shares of restricted common stock to settle $11,153 of fees owed for transfer agency services. These fees are recorded as an expense
in consulting and contractor expenses in the accompanying unaudited condensed consolidated statements of operations.



During
the nine month periods ended September 30, 2023 and 2022, the Company paid a related party consultant fees of $27,000 and $27,000 respectively.
During the three month periods ended September 30, 2023 and 2022, the Company paid a related party consultant fees of $3,000 and $9,000,
respectively for consulting services for social media. All of the fees paid to the related party consultant are recorded as an expense
in consulting and contractor expenses in the accompanying unaudited condensed consolidated statements of operations.



During
the nine month periods ended September 30, 2023 and 2022, the Company paid a person who is related to the Companys CEO fees of
$0 and $192, respectively, for clerical services. During the three month periods ended September 30, 2023 and 2022, the Company paid
a person who is related to the Companys CEO fees of $0 for clerical services. All of the fees paid to the related party consultant
are recorded as an expense in consulting and contractor expenses in the accompanying unaudited condensed consolidated statements of operations.



Shareholder
Loan



See
Note 5 convertible notes payable – related parties, convertible notes payable – related parties, in default, and notes payable
- related parties, in default.



At
September 30, 2023, the following promissory notes and shareholder loans were outstanding to related parties:



See
Note 5 convertible notes payable – related parties, convertible notes payable – related parties, in default, and notes payable
- related parties, in default.

23





NOTE
9 – SEGMENT INFORMATION



Seafarers
wholly owned subsidiary Blockchain began operations in 2019 by providing referrals 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 nine month periods ended September 30, 2023 and 2022 incurred by the two separate segments below.



During
the nine month periods ended September 30, 2023 and 2022, Blockchain revenues were $0 and were 0% of the unaudited condensed consolidated
revenues of the Company.



Segment
information relating to the Companys two operating segments for the nine month period ended September 30, 2023 is as follows:



|                         |  | September 30, 2023        |   |  | September 30, 2023         |   |            | September 30, 2023 | 
|------------------------ |  | ------------------------- | - |  | -------------------------- | - | ---------- | ------------------ | 
|                         |  | Blockchain LogisTech, LLC |   |  | Seafarer Exploration Corp. |   |            | Consolidated       | 
|                         |  |                           |   |  |                            |   |            |                    | 
|Service revenues         |  | $                         | - |  |                            | $ | 590        |                    | 
|                         |  |                           |   |  |                            |   |            |                    | 
|Total operating expenses |  |                           | - |  |                            |   | 2,283,001  |                    | 
|                         |  |                           |   |  |                            |   |            |                    | 
|Net loss from operations |  | $                         | - |  |                            | $ | (2,282,411 | )                  | 



Segment
information relating to the Companys two operating segments for the nine month period ended September 30, 2022 is as follows:



|                         |  | September 30, 2022        |   |  | September 30, 2022         |   |            | September 30, 2022 | 
|------------------------ |  | ------------------------- | - |  | -------------------------- | - | ---------- | ------------------ | 
|                         |  | Blockchain LogisTech, LLC |   |  | Seafarer Exploration Corp. |   |            | Consolidated       | 
|Service revenues         |  | $                         | - |  |                            | $ | 11,127     |                    | 
|Total operating expenses |  |                           | - |  |                            |   | 1,919,812  |                    | 
|Net loss from operations |  | $                         | - |  |                            | $ | (1,908,685 | )                  | 



NOTE
10– SUBSEQUENT EVENTS



Subsequent
to September 30, 2023, the Company issued or has agreed to issue shares of its common stock as follows:





| | (i) | sales of 187,933,668 shares of the Company’s restricted common stock under subscription agreements for proceeds of $386,450; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------



| | (ii) | issuance of 2,230,000 shares of restricted common stock to various service providers.
| | ---- | -------------------------------------------------------------------------------------





24





Item
2. 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-Q 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
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-Q. This Item should be read in conjunction with the condensed consolidated 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 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 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 and to eventually monetize the recovery of the shipwrecks without selling the treasure
by creating revenue through media and technology alternatives for different industry sectors. Once artifacts have been properly conserved,
they may be made available for scientific research and allowed to be displayed for the public. The Companys secondary business
is to attempt to develop revenue streams to support its historic shipwreck exploration and recovery operations. Such revenue streams
will complement the technology developed by Seafarer.



In
order to potentially find more efficient methods to explore and document historical shipwrecks, the Company has investigated various
technologies and non-scientific methodologies. To the present date, none of these technologies have been proven to have efficacy with
the exception of the SeaSearcher, which has been developed to scan historic shipwreck sites for both ferrous and nonferrous artifacts.
The ongoing developmental work and improvements to the SeaSearcher have been expensive and Management anticipates that the expenses for
these development costs will continue to be incurred for the foreseeable future. Advances in algorithms and artificial intelligence (AI)
will continue indefinitely while the present model can be currently used in the field. 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 has
and will result in considerable expenses.



There
is a possibility that the Company will be forced to cease its operations if it is not successful in eventually locating and recovering
valuable artifacts and treasure or cant build a revenue stream to offset its expenses. 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 highly speculative and very risky.



This
type of business venture is highly speculative in nature and carries a very high degree of risk. An investment in the Companys
securities is 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 the Companys securities. It is impossible for the Company to assure that when and if
an active-trading market in its shares will be established, or whether any such market will be sustained or sufficiently liquid to enable
holders of shares of the Companys common stock to liquidate their investment in our company.

25





The
sale of restricted securities by current shareholders, including shares issued to consultants, independent contractors, Board members,
as well as shares issued to settle convertible promissory notes or to settle other loans and debt, are very dilutive. The issuance of
shares for financings, to settle debt, as compensation, or for other reasons may cause a significant decline in the market price of the
Companys securities. Furthermore, in recent years regulatory agencies have made it very difficult for broker dealers to accept
stock certificates from issuers of low priced stocks and the Company believes that it may become even more challenging to deposit stock
certificates and this trend may continue for the foreseeable future.



Moreover,
in the past few years several major securities brokerage firms have indicated that they will not allow their clients to deposit stock
certificates of low priced stocks. Some securities clearing firms who used to clear low priced securities for multiple brokerage firms
have shut down or been acquired, resulting in fewer brokerage firms that are willing or able to accept lower priced securities for deposit.
Unless an investor has a large and well-established relationship with a brokerage firm, it may be extremely difficult and potentially
expensive to deposit lower priced securities. 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 capital researching potential shipwrecks, including obtaining information from foreign archives.
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    Company has worked in combination with its technology development partner, Wild Manta, to build a research and conservation lab with
    full x-ray equipment and detailed metal identification analysis.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    Company has generated very limited revenues to date. Management does not believe that the Company will generate any significant revenues
    for the foreseeable future.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    Company continues to review revenue producing opportunities including joint ventures with other companies. The Company is actively
    looking to work with revenue producing companies. These opportunities have been slow to develop, but the Company will continue to
    pursue those endeavors that it believes have the potential to increase the value of the Companys shares.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | 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 technologies. The Company has developed its own
    proprietary technology, the SeaSearcher, and will attempt to continue to develop additional proprietary technologies or work with
    third parties to develop technologies to aid in its exploration and recovery operations. Development of technologies will require
    additional time and financing. The cost of developing the new technology has, to date, been very expensive for a small company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    Company has investigated media opportunities to develop content centered on its specific historic shipwreck exploration and recovery
    activities as well as the historic shipwreck and related historical period genre in general and will continue to evaluate various
    media strategies.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other
Information



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. Seafarer believes they are the only company to be issued
a full recovery permit by FBAR since 1986, other than one entity with an Admiralty Claim. This demonstrates the difficulty of obtaining
a recovery permit from FBAR. 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 possible that the Company will not be successful in obtaining title or permission to excavate certain wrecks, even if the law
allows it. 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. For the above reasons, the Company has extended its research into shipwrecks
outside of State waters.



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. Governmental agencies may require various types of permits to explore shipwreck sites, and
the permitting process is often lengthy and complex. 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, or go beyond their authority and request halting of ground disturbance.

26





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, work halts based on biased predispositions with no authority
given by rule 1A-31, etc. Existing permits and agreements may be put on hold or suspended without notice for lengthy periods of time
due to administrative issues and disagreements over the terms and conditions. The length of time it takes to obtain permits, enter into
agreements, or rectify any conditions that are causing a permit to be suspended or on hold may cause the Company to expend significant
resources while gearing up to do work with little or no visibility as to timing.



The
Company is currently awaiting a permit from the USACE for its Juno Beach shipwreck site. This permitting process has taken longer than
anticipated, the Company and some of its advisers have had meetings and discussion with USACE personnel regarding the permit. There is
the possibility that the permit will continue to be delayed, potentially for an extended period of time. The Company is not able to predict
when, or if, the USACE permit will be issued for the Juno Beach shipwreck site.



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.



The
Company continually monitors media rights for potential revenue opportunities. The Company has had discussions with media entities to
further understand the potential advantages offered. Management believes various forms of media can represent a potential future revenue
opportunity for the Company, if the right circumstances arise.



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



Results
of Operations



We
have generated only minimal revenue from operations and do not expect to report any significant revenue from operations for the foreseeable
future. We have incurred recurring losses to date. Our unaudited condensed consolidated financial statements have been prepared assuming
that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization
of assets and classification of liabilities that might be necessary should we be unable to continue in operation.



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 three months from November
13, 2023.



At
September 30, 2023 and December 31, 2022, the Company had working capital deficits of $1,539,198 and $1,660,992, respectively. The Companys
working capital deficit, along with its lack of meaningful cash flows from operations with which to service the debt, indicates that
there is substantial risk to the continued viability of the Company. 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 operations 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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.



If
the Company is unable to secure additional financing, our business may fail and our stock price will likely be materially adversely affected.
The Companys lack of operating cash flow and reliance on the sale of its common stock and loans to fund operations is extremely
risky. If the Company is unable to continue to raise capital or obtain loans or other financing on terms that are acceptable to the Company,
or at all, then it is highly likely that the Company will be forced to cease operations. If the Company ceases its operations, then it
is highly likely that all capital invested in and/or borrowed by the Company will be lost.





27





Liquidity
and Capital Resources



At
September 30, 2023, the Company had $481,157 cash in the bank. During the nine month periods ended September 30, 2023 and 2022 the Company
incurred net losses of $2,360,023, and $2,065,064, respectively. At September 30, 2023, the Company had $481,907 in current assets and
$2,021,105 in current liabilities, leaving the Company a working capital deficit of $1,539,198.



Summary
of the Three Month Period Ended September 30, 2023 Results of Operations Compared to the Three Month Period Ended September 30, 2022
Results of Operations



Revenue



The
Companys core business involving the exploration and recovery of historic shipwrecks has not generated any revenues to date and
is not expected to generate any significant revenues for the foreseeable future. During the three month periods ended September 30, 2023
and 2022, the Company generated $0 and $4,907 of revenue respectively, which is shown as service income on the accompanying unaudited
condensed consolidated statements of operations.



Operating
Expenses



Operating
expenses were $732,759 for the three month period ended September 30, 2023 versus $546,807 for the same period in 2022, an increase
of approximately 34%. Consulting and contractor expense was $416,771 for the three month period ended September 30, 2023 versus
$280,948 for the same period in 2022, an increase of 48%. Consulting and contractor expenses increased due to compensation paid for
various services in anticipation of expanding operations, including paying consultants for media related advisory services. The
Company incurred vessel related expenses of $77,532 during the three month period ended September 30, 2023 versus $36,923 during the
three month period ended September 30, 2022, an increase of approximately 110%. Vessel related expenses periodically fluctuate due
to a variety of factors. During the three month period ended September 30, 2023 the Company also incurred higher vessel related fuel
and maintenance costs. The research and development expenses were $87,687 in 2023 versus $16,669 in 2022, an increase of 426%. The
increase in the Companys research and development expenses were related to the ongoing development of its SeaSearcher
autonomous underwater device and development of related technology including a handheld metal discriminator. The Company believes
that it will continue to expend significant resources to further develop the SeaSearcher and to begin developing next generation
versions of the technology. Research and development are expected to fluctuate. During the three month period ended September 30,
2023, professional fees were $40,576 as compared to $9,000 during the three month period ended September 30, 2022, an increase of
approximately 351%. Professional fees increased during the three month period ended September 30, 2023 due to the Companys
increased legal fees for a case involving the return of equipment and ongoing legal services related to its permitting. During the
three month period ended September 30, 2023, general and administrative expenses were $80,895 as compared to $166,804 during the
three month period ended September 30, 2022, a decrease of 5%. Depreciation and amortization expense was $12,538 and $5,465 during
the three month periods ended September 30, 2023 and 2022, respectively. Depreciation and amortization expenses increased related to
the purchase of a vessel, trailer, truck, and sonar purchased in 2023. Rent expense was $6,626 during the three month period ended
September 30, 2023 versus $9,144 for the same period in 2022, an decrease of approximately 28%. The Company incurred travel and
entertainment expenses of $26,568 during the three month period ended September 30, 2023 as compared to $21,854 during the three
month period ended September 30, 2022, an approximate 22% increase on a quarter-over-quarter basis. Travel and entertainment expense
fluctuates due to a number of factors including inflation, seasonal items, and travel for meetings, etc.



Other
Income (Expenses)



Other
income (expense) was ($21,763) during the three month period ended September 30, 2023 versus ($123,277) during the three month period ended
September 30, 2022, a decrease of 82%. The 82% decrease in other expense in 2023 was primarily due to decreases in the loss
on sale of an asset and loss on extinguishment of debt. During the three month period ended September 30, 2023, loss on sale of asset
was $0 versus $85,000 in 2022. The loss on sale of asset in 2022 was due to the Company writing off the value of a boat that it was leasing
and that was damaged. Loss on extinguishment of debt was $1,450 during the three month period ended September 30, 2023 versus $21,250
during the same period in 2022. Interest expense for the three month period ended September 30, 2023 was $20,313 versus $17,027 for the
same period in 2022, an increase of approximately 19%.



Net
Loss



The
Companys net loss for the three months ended September 30, 2023 and 2022 was $754,522, and $665,177 respectively, a quarter-over-quarter
increase of approximately 13%.



Summary
of the Nine Month Period Ended September 30, 2023 Results of Operations Compared to the Nine Month Period Ended September 30, 2022 Results
of Operations



Revenue



The
Companys core business involving the exploration and recovery of historic shipwrecks has not generated any revenues to date and
is not expected to generate any significant revenues for the foreseeable future. During the nine month periods ended September 30, 2023
and 2022, the Company generated $590 and $11,127 of revenue respectively, which is shown as service income on the accompanying unaudited
condensed consolidated statements of operations.





28





Operating
Expenses



Operating
expenses were $2,238,001 for the nine month period ended September 30, 2023 versus $1,919,812 for the same period in 2022, an increase
of 19%. The increase in operating expenses in 2023 was primarily due to increases in consulting and contractor expenses, vessel related
maintenance and dockage expenses, professional fees and research and development expenses. Consulting and contractor expense was $1,291,709
for the nine month period ended September 30, 2023 versus $1,164,348 for the same period in 2022, an increase of nearly 11%. The Company
utilized additional consulting services and independent contractors for its operations. The Company incurred vessel related expenses
of $308,047 during the nine month period ended September 30, 2023 versus $129,837 during the nine month period ended September 30, 2022,
an increase of approximately 137%. The increase in vessel related expenses was due to the Company entering into a rental and purchase
agreement for a vessel and trailer. During the nine month period ended September 30, 2023, professional fees were $106,678 as compared
to $41,271 during the nine month period ended September 30, 2022, an increase of approximately 159%. Professional fees increased during
the nine month period ended September 30,2023 due to the Companys increased legal fees for a case involving the return of equipment
and ongoing legal services related to its permitting. Research and development expenses were $193,621 in 2023 versus $157,876 in 2022,
an increase of approximately 23%. The increase in the Companys research and development expenses were related to the ongoing development
of its SeaSearcher autonomous underwater device and development of related technology including a handheld metal discriminator. The Company
believes that it will continue to expend significant resources to further develop the SeaSearcher and to begin developing next generation
versions of the technology. Research and development are expected to fluctuate. During the nine month period ended September 30, 2023,
general and administrative expenses were $259,176 as compared to $317,703 during the nine month period ended September 30, 2022, a decrease
of 18%. Depreciation and amortization expense was $36,347 during the nine month period ended September 30, 2023 and $16,395 during the
nine month period ended September 30, 2022, an increase of 122%. Depreciation and amortization expenses increased related to the purchase
of a vessel, trailer, truck, and sonar purchased in 2023. Rent expense was $30,813 during the nine month period ended September 30, 2023
versus $35,724 for the same period in 2022, a decrease of approximately 14%. The Company incurred travel and entertainment expenses of
$73,034 during the nine month period ended September 30, 2023 as compared to $56,658 during the nine month period ended September 30,
2022, an approximate 29% increase.



Other
Income (Expenses)



Other
income (expense) was $(77,612) during the nine month period ended September 30, 2023 versus ($156,379) during the nine month period ended
September 30, 2022. The 50% decrease in other expense in 2023 was primarily due to decreases in loss on sale of an asset. During
the nine month period ended September 30, 2023, loss on sale of asset was $0 versus $85,000 in 2022. The loss on sale of asset in 2022
was due to the Company writing off the value of a boat that it was leasing and had agreed to purchase that was damaged. Interest expense
for the nine month period ended September 30, 2023 was $54,564 versus $50,129 for the same period in 2022, an increase of approximately
9%. Loss on extinguishment of debt was $23,049 during the nine month period ended September 30, 2023 versus $21,250 during the same period
in 2022, an increase of 9%.



Net
Loss



The
Companys net loss for the nine months ended September 30, 2023 and 2022 was $2,360,023, and $2,065,064, respectively, a year-over-year
increase of approximately 15%.



Cash
Flows from Operating Activities



For
the nine month period ended September 30, 2023 net cash flows used in operating activities was $1,641,654.



For
the nine month period ended September 30, 2022 net cash flows used in operating activities was $1,486,681.



Cash
flows used in operating activities increased in 2023 primarily due to increase in common stock issued for services and in net losses.



Cash
Flows from Investing Activities



For
the nine month period ended September 30, 2023 net cash flows used in investing activities was ($2,000).



For
the nine month period ended September 30, 2022 net cash flows used in investing activities was ($145).



Cash
flows used in investing activities increased due by a nominal dollar amount.



Cash
Flows from Financing Activities



For
the nine month period ended September 30, 2023 net cash provided by financing activities was $1,947,402.



For
the nine month period ended September 30, 2022 net cash provided by financing activities was $1,441,419.



Cash
flows provided by financing activities primarily increased in 2023 due to an increase in the proceeds from the issuance of common stock
and proceeds from the issuance of convertible notes payable and convertible notes payable to related parties.

29





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 nine month period ended September 30, 2023. 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 significant revenues
and does not expect to generate any significant 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, upkeep expenses and docking
fees are continuous and unavoidable regardless of the Companys operational status. Management anticipates that the vessels utilized
by the Company in its operations will need continuous and unavoidable repairs and maintenance, particularly if the Company ramps up its
operational footprint and is working on more than one site simultaneously as anticipated. These repairs and maintenance are expensive
and have a negative impact on the Companys cash position.



In
addition to the operation 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 it must
rely on outside equity and debt funding. The combination of the ongoing operating expenses that must be met even during times when there
is little or no exploration or recovery activities taking place, and corporate expenses, creates a very risky situation for the Company
and its shareholders in terms of the need to access external financing to fund operations. 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.



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 significant
revenue is generated from exploration and recovery activities, if ever. The Company does not believe that it will generate any significant
revenues in the near future. 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, 2022 and 2021 raises substantial doubt as to our ability to continue as a going concern. As discussed in Note 2 to
our unaudited condensed consolidated financial statements for the nine month period ended September 30, 2023, we have experienced operating
losses in every year since our inception resulting in an accumulated deficit. 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 $2,282,411 for
the nine month period ended September 30, 2023 and $1,908,685 for the nine month period ended September 30, 2022. 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.



Additionally,
the ongoing effects of the COVID-19 global pandemic may cause the Company to be unable to obtain financing to fund its business and operations.
If the Company is not able to obtain financing due to COVID-19 then it is highly likely that it will be forced to cease its operations
which would likely result in the Company not surviving which would result in a complete loss of all capital invested in the Company.

30





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 unaudited condensed consolidated 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 unaudited condensed consolidated financial statements for the nine month periods ended September
30, 2023 and 2022 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
3. Quantitative and Qualitative Disclosures About Market Risk



Not
required for smaller reporting companies.



Item
4. Controls and Procedures



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 September 30, 2023. 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.

31





Internal
Control Over Financial Reporting



As
of September 30, 2023, 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.



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 Managements view that to have an 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 September 30, 2023 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
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 nine month period ended September 30, 2023.

32





Part
II. Other Information



Item
1. Legal Proceedings



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, and the Company is proceeding to trial on damages against Volentine in a
non-jury trial on December 1, 2015. 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 has 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 is 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. 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 filed a motion for punitive damages in March 2021 to be added to the cause of action and
to be heard by the Court. The counsel for Volentine filed a motion to withdraw which was granted on March 7, 2021, and Volentine was
given 60 days to obtain new counsel or proceed without such. The Company is seeking to get such matter to trial as soon as possible.
Volentine, as of the date of this publication, has not obtained new counsel.



On
April 17, 2020, the Company filed a lawsuit in the Circuit Court in and for Hillsborough County, Florida against Michael Torres (Torres),
regarding fraud, fraud in the inducement, breach of contract and civil theft under Florida law, as well as for injunctive relief to cancel
shares issued. Such shares are currently locked up with the transfer agent pending ruling of the Court. The civil theft claim seeks triple
the damages for monies paid to Torres, plus attorneys fees and costs. Torres filed a motion to dismiss which was denied by the
Circuit Court on July 28, 2020. Torres filed a general denial in an answer. Seafarer was in the discovery phase of the case when both
sides agreed to a mediation of the matter. Mediation of the case occurred in January 2021, and the parties reached a confidential
settlement agreement which is formally being entered, which includes cancellation of all shares issued to Torres. The case will officially
be closed with entry of the final judgment accepting the settlement.



On
January 18, 2022, Seafarer received notification from the Circuit Court of the Thirteenth Judicial Circuit that 61,183,646 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



On
December 21, 2022, the Company filed a lawsuit in the Circuit Court in and for Hillsborough County, Florida against John Grimm (“Grimm”),
for one count of Conversion. Personal Service on Grimm was completed on January 11, 2023. On February 8, 2023, the Company amended its
Complaint to include Zachary Smith as co-plaintiff (the Company and Smith are collectively the “Plaintiffs”) against Grimm
for one count of Conversion, one count of Rescission, one count of Civil Theft, one count of Breach of Fiduciary Duty, and one count of
Judicial Dissolution. The  Plaintiff’s jointly seek treble
damages, attorney’s fees, equitable relief, and the judicial dissolution of Delta Tango Foxtrot Customs, LLC. On August 23, 2023,
the Parties attended mediation, but were unable to resolve the dispute and failed to reach an agreement on any of the claims currently
at issue. Accordingly, depositions for Grimm, Smith and Company representatives are scheduled and pending in Q4 2023 with the matter anticipated
to proceed to trial in Q1 2024.



Item 1A. Risk
Factors



Not
required for smaller reporting companies.



Item
2. Recent Sales and Other Issuances of Unregistered Securities



During
the three month period ended September 30, 2023, the Company issued 24,009,632 shares for various services. 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 based on the fact that such securities were
issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Companys proposed
business by virtue of their affiliation with the Company.

33





On
various dates during the three month period ended September 30, 2023, the Company entered into subscription agreements to sell 375,000,000
shares of its restricted common stock in exchange for proceeds of $805,452. The proceeds received were used for general corporate purposes,
working capital and repayment of some debt.



During
the three month period ended September 30, 2023, the Company issued 1,000,000 share of restricted common stock to settle accounts payable.



During
the three month period ended September 30, 2023, the Company issued 500,000 share of restricted common stock with a value of $2,200
as a financing fee for a promissory note.



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.



Repurchase
of Securities



During
the nine month period ended September 30, 2023, 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.



Warrants



The
Company did not issue any warrants during the nine month period ended September 30, 2023. There were no warrants outstanding at September
30, 2023.



Item
3. Defaults Upon Senior Securities



The
Company has several promissory notes and loans that are currently in default to non-payment of principle and interest. See Note 5 –
Convertible Notes Payable and Notes Payable for a listing of the debt obligations of the Company that are in default.



Item
4. Mine Safety Disclosures



None.



Item
5. Other Information



None

34





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 Section 906 of the Sarbanes-Oxley Act of 2002.
|                   |  |                                                                                                                                                                                                                                                    
|*99.1              |  | Temporary Hardship Exemption                                                                                                                                                                                                                       
|                   |  |                                                                                                                                                                                                                                                    
|**101.INS          |  | Inline
    XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
    within the Inline XBRL document.                                                                         
|                   |  |                                                                                                                                                                                                                                                    
|**101.SCH          |  | Inline
    XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                    
|**101.CAL          |  | Inline
    XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                    
|**101.DEF          |  | Inline
    XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                    
|**101.LAB          |  | Inline
    XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                         
|                   |  |                                                                                                                                                                                                                                                    
|**101.PRE          |  | Inline
    XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                    
|**104              |  | Cover
    Page Interactive Data File (embedded within the Inline XBRL document).                                                                                                                                                                   



|*  | Filed
    herewith.                                                                
|-- | -----------------------------------------------------------------------------------
|   |                                                                                    
|** | To be furnished by amendment per Temporary Hardship Exemption
under Regulation S-T.

35





SIGNATURES



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: November 13, 2023 | By:                           
|                        |                               
|                        |                               
|                        |                               
|Date: November 13, 2023 | By:                           
|                        |                               
|                        |                               
|Date: November 13, 2023 | By:                           
|                        |                               
|                        |                               
|Date: November 13, 2023 | By:                           
|                        |                               
|                        |                               
|Date: November 13, 2023 | By:                           
|                        |                               

36