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, 2019



or



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



For
the transition period from _________ to __________.



Commission
File Number 000-29461



(SEAFARER EXPLORATION CORP 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                     

1





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 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 11, 2019, there were 4,384,607,171 shares of the registrants common stock, $.0001 par value per share, outstanding.

2





SEAFARER
EXPLORATION CORP.
Form 10-Q
For the Quarterly Period Ended September 30, 2019



TABLE OF CONTENTS



|PART I: FINANCIAL INFORMATION                                                                                       | 4  
|------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                    |    
|Item 1. Financial Statements                                                                                        | 5  
|                                                                                                                    |    
|Unaudited Condensed Consolidated Balance Sheets: September 30, 2019 and December 31, 2018                           | 5  
|                                                                                                                    |    
|Unaudited Condensed Consolidated Statements of Operations: Three and Nine months ended September 30, 2019 and 2018  | 6-7
|                                                                                                                    |    
|Unaudited Condensed Consolidated Statements of Stockholders Deficit: Nine months ended September 30, 2019 and 2018 | 8-9
|                                                                                                                    |    
|Unaudited Condensed Consolidated Statements of Cash Flows: Nine months ended September 30, 2019 and 2018            | 10 
|                                                                                                                    |    
|Notes to Unaudited Condensed Consolidated Financial Statements                                                      | 11 
|                                                                                                                    |    
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                       | 22 
|                                                                                                                    |    
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                  | 28 
|                                                                                                                    |    
|Item 4. Controls and Procedures                                                                                     | 28 
|                                                                                                                    |    
|PART II: OTHER INFORMATION                                                                                          | 30 
|                                                                                                                    |    
|Item 1. Legal Proceedings                                                                                           | 30 
|                                                                                                                    |    
|Item 1A. Risk Factors                                                                                               | 30 
|                                                                                                                    |    
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                 | 30 
|                                                                                                                    |    
|Item 3. Defaults Upon Senior Securities                                                                             | 31 
|                                                                                                                    |    
|Item 4. Mine Safety Disclosures                                                                                     | 31 
|                                                                                                                    |    
|Item 5. Other Information                                                                                           | 31 
|                                                                                                                    |    
|Item 6. Exhibits                                                                                                    | 32 
|                                                                                                                    |    
|SIGNATURES                                                                                                          | 33 

3





Part
1: 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.

4





Item
1. Financial Statements



|SEAFARER
    EXPLORATION CORP.                     
|---------------------------------------------------
|UNAUDITED
    CONDENSED CONSOLIDATED BALANCE SHEETS
|                                                   



|                                                                                                                                                                                           |  | September 30, 2019 |             |   | December 31, 2018 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | -
|Assets                                                                                                                                                                                     |  |                    |             |   |                   |  
|Current assets                                                                                                                                                                             |  |                    |             |   |                   |  
|Cash                                                                                                                                                                                       |  | $                  | 91,146      |   |                   | $
|Prepaid expenses                                                                                                                                                                           |  |                    | 59,249      |   |                   |  
|Deposits and other receivables                                                                                                                                                             |  |                    | 750         |   |                   |  
|Total current assets                                                                                                                                                                       |  |                    | 151,145     |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Right to use asset, net                                                                                                                                                                    |  |                    | 11,748      |   |                   |  
|Investment in P & S, Inc.                                                                                                                                                                  |  |                    | 78,000      |   |                   |  
|Total Assets                                                                                                                                                                               |  | $                  | 240,893     |   |                   | $
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Liabilities and Stockholders Deficit                                                                                                                                                      |  |                    |             |   |                   |  
|Current liabilities                                                                                                                                                                        |  |                    |             |   |                   |  
|Overdraft                                                                                                                                                                                  |  | $                  | -           |   |                   | $
|Accounts payable and accrued expenses                                                                                                                                                      |  |                    | 283,794     |   |                   |  
|Convertible notes payable, net of discounts of $43,715 and $1,401                                                                                                                          |  |                    | 7,285       |   |                   |  
|Convertible notes payable, related parties, net of discounts of $15,704 and $7,588                                                                                                         |  |                    | 21,396      |   |                   |  
|Convertible notes payable, in default                                                                                                                                                      |  |                    | 328,300     |   |                   |  
|Convertible notes payable, in default - related parties                                                                                                                                    |  |                    | 374,600     |   |                   |  
|Notes payable, net of discounts of $3,071 and $14,9430                                                                                                                                     |  |                    | 101,930     |   |                   |  
|Notes payable, in default                                                                                                                                                                  |  |                    | 80,000      |   |                   |  
|Notes payable, in default - related parties                                                                                                                                                |  |                    | 18,500      |   |                   |  
|Shareholder loan                                                                                                                                                                           |  |                    | 1,500       |   |                   |  
|Lease liability, current portion                                                                                                                                                           |  |                    | 11,865      |   |                   |  
|Total current liabilities                                                                                                                                                                  |  |                    | 1,229,170   |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Total Liabilities                                                                                                                                                                          |  |                    | 1,229,170   |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Stockholders Deficit                                                                                                                                                                      |  |                    |             |   |                   |  
|Preferred stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares issued                                                                                                       |  |                    | -           |   |                   |  
|Series A - 7 shares issued and outstanding at September 30, 2019 and December 31, 2018                                                                                                     |  |                    | -           |   |                   |  
|Series B - 60 shares issued and outstanding at September 30, 2019 and December 31, 2018                                                                                                    |  |                    | -           |   |                   |  
|Common stock, $0.0001 par value - 6,900,000,000 shares authorized; 4,384,407,178 and 3,518,252,964 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively |  |                    | 437,188     |   |                   |  
|Common stock to be issued, $0.0001 par value, 3,400,000 and 23,192,857 shares outstanding at September 30, 2019 and December 31, 2018, respectively                                        |  |                    | 340         |   |                   |  
|Additional paid in capital                                                                                                                                                                 |  |                    | 15,172,466  |   |                   |  
|Accumulated deficit                                                                                                                                                                        |  |                    | (16,598,271 | ) |                   |  
|Total Stockholders Deficit                                                                                                                                                                |  |                    | (988,277    | ) |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Total Liabilities and Stockholders Equity                                                                                                                                                 |  | $                  | 240,893     |   |                   | $



See
notes to unaudited condensed consolidated financial statements.

5





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



|                                    |  | For the Three Months Ended September 30 |              
|----------------------------------- |  | --------------------------------------- | -------------
|                                    |  | 2019                                    |              
|                                    |  |                                         |              
|Revenue:                            |  |                                         |              
|Service income                      |  | $                                       | 9,100        
|                                    |  |                                         |              
|Operating Expenses                  |  |                                         |              
|Consulting and contractor expenses  |  |                                         | 361,079      
|Vessel maintenance and dockage      |  |                                         | 29,189       
|Research and development            |  |                                         | 210,135      
|Professional fees                   |  |                                         | 26,000       
|General and administrative expense  |  |                                         | -            
|Depreciation expense                |  |                                         | -            
|Rent expense                        |  |                                         | 9,100        
|Travel and entertainment expense    |  |                                         | 15,730       
|Total operating expenses            |  |                                         | 651,233      
|                                    |  |                                         |              
|Net loss from operations            |  |                                         | (642,133     
|                                    |  |                                         |              
|Other income (expense)              |  |                                         |              
|Interest expense                    |  |                                         | (55,908      
|Loss on extinguishment of debt      |  |                                         | (5,274       
|Dividend income                     |  |                                         | 1,500        
|Total expenses, net                 |  |                                         | (59,682      
|Net loss                            |  | $                                       | (701,815     
|                                    |  |                                         |              
|Basic and diluted loss per share    |  | $                                       | (-           
|                                    |  |                                         |              
|Weighted average shares outstanding |  |                                         | 4,304,008,551



See
notes to unaudited condensed consolidated financial statements.

6





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



|                                    |  | For the Nine Months Ended September 30 |              
|----------------------------------- |  | -------------------------------------- | -------------
|                                    |  | 2019                                   |              
|                                    |  |                                        |              
|Revenue:                            |  |                                        |              
|Service income                      |  | $                                      | 12,600       
|                                    |  |                                        |              
|Operating Expenses                  |  |                                        |              
|Consulting and contractor expenses  |  |                                        | 852,342      
|Vessel maintenance and dockage      |  |                                        | 71,176       
|Research and development            |  |                                        | 327,935      
|Professional fees                   |  |                                        | 78,575       
|General and administrative expense  |  |                                        | 107,062      
|Depreciation expense                |  |                                        | -            
|Rent expense                        |  |                                        | 28,596       
|Travel and entertainment expense    |  |                                        | 43,405       
|Total operating expenses            |  |                                        | 1,509,091    
|                                    |  |                                        |              
|Net loss from operations            |  |                                        | (1,496,491   
|                                    |  |                                        |              
|Other income (expense)              |  |                                        |              
|Interest expense                    |  |                                        | (146,187     
|Loss on extinguishment of debt      |  |                                        | (5,274       
|Dividend income                     |  |                                        | 4,500        
|Total expenses, net                 |  |                                        | (146,961     
|Net loss                            |  | $                                      | (1,643,452   
|                                    |  |                                        |              
|Basic and diluted loss per share    |  | $                                      | (-           
|                                    |  |                                        |              
|Weighted average shares outstanding |  |                                        | 4,012,673,236



See
notes to unaudited condensed consolidated financial statements.

7





|SEAFARER
    EXPLORATION CORP.                                           
|-------------------------------------------------------------------------
|UNAUDITED
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
|FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019                             



|                                                                      |  | Series
    A
    Preferred Stock |   |  | Series
    B
    Preferred Stock |   |   | Common
    Stock |  |  | Common
    Stock
    to be Issued |  |  | Additional |   |  | Accumulated |  |               |        | 
|--------------------------------------------------------------------- |  | -------------------------------- | - |  | -------------------------------- | - | - | ---------------- |  |  | --------------------------------- |  |  | ---------- | - |  | ----------- |  | ------------- | ------ | 
|                                                                      |  | Shares                           |   |  | Amount                           |   |   | Shares           |  |  | Amount                            |  |  | Shares     |   |  | Amount      |  |               | Shares | 
|Balance December 31, 2018                                             |  |                                  | 7 |  |                                  | $ | - |                  |  |  | 60                                |  |  | $          | - |  |             |  | 3,518,252,964 |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Common stock issued
    for cash                                      |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 346,066,667   |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert
    notes payable                             |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 1,284,938     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion
    feature                                     |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                                             |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 96,220,616    |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued for financing
    cost                                   |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 5,000,000     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Net Loss                                                              |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Balance March 31, 2019                                                |  |                                  | 7 |  |                                  |   | - |                  |  |  | 60                                |  |  |            | - |  |             |  | 3,966,825,185 |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Common stock issued
    for cash                                      |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 160,028,572   |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Reclass from common
    stock to be issued                            |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 23,192,857    |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert accrued interest on convertible notes payable |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 18,869,220    |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert
    accounts payable                          |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 7,000,000     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion
    feature                                     |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                                             |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 7,850,000     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Net Loss                                                              |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Balance June 30, 2019                                                 |  |                                  | 7 |  |                                  |   | - |                  |  |  | 60                                |  |  |            | - |  |             |  | 4,183,765,834 |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Common stock issued
    for cash                                      |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 129,034,759   |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Reclass from common
    stock to be issued                            |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 3,500,000     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert notes payable and accrued interest            |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 37,806,585    |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion
    feature                                     |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                                             |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 26,300,000    |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Stock issued for charitable
    contributions                         |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | 4,000,000     |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Net Loss                                                              |  |                                  | - |  |                                  |   | - |                  |  |  | -                                 |  |  |            | - |  |             |  | -             |        | 
|                                                                      |  |                                  |   |  |                                  |   |   |                  |  |  |                                   |  |  |            |   |  |             |  |               |        | 
|Balance
    September 30, 2019                                        |  |                                  | 7 |  |                                  | $ | - |                  |  |  | 60                                |  |  | $          | - |  |             |  | 4,384,407,178 |        | 



See
notes to unaudited condensed consolidated financial statements.

8





|SEAFARER
    EXPLORATION CORP.                                           
|-------------------------------------------------------------------------
|UNAUDITED
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
|FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018                             



|                                                      |  | Series A Preferred Stock |   |  | Series B Preferred Stock |   |   | Common Stock |  |  | Common Stock to be Issued |  |  | Additional |   |  | Accumulated |  |               |        | 
|----------------------------------------------------- |  | ------------------------ | - |  | ------------------------ | - | - | ------------ |  |  | ------------------------- |  |  | ---------- | - |  | ----------- |  | ------------- | ------ | 
|                                                      |  | Shares                   |   |  | Amount                   |   |   | Shares       |  |  | Amount                    |  |  | Shares     |   |  | Amount      |  |               | Shares | 
|Balance December 31, 2017                             |  |                          | 7 |  |                          | $ | - |              |  |  | 60                        |  |  | $          | - |  |             |  | 2,784,317,155 |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Common stock issued for cash                          |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 10,000,000    |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert notes payable                 |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 10,510,000    |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion feature                         |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                             |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 5,250,000     |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for financing cost                       |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 8,500,000     |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Net Loss                                              |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Balance March 31, 2018                                |  |                          | 7 |  |                          |   | - |              |  |  | 60                        |  |  |            | - |  |             |  | 2,818,577,155 |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Common stock issued for cash                          |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 125,740,000   |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert notes payable                 |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 4,000,000     |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion feature                         |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                             |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 148,830,000   |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for financing cost                       |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 4,000,000     |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Net Loss                                              |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Balance June 30, 2018                                 |  |                          | 7 |  |                          | $ | - |              |  |  | 60                        |  |  | $          | - |  |             |  | 3,101,147,155 |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Common stock issued for cash                          |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 79,219,242    |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued to convert notes payable                 |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Beneficial conversion feature                         |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for services                             |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 8,000,000     |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Stock issued for financing cost                       |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 15,000,000    |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Shares issued in exchange for investment in P&S, Inc. |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | 60,000,000    |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Net Loss                                              |  |                          | - |  |                          |   | - |              |  |  | -                         |  |  |            | - |  |             |  | -             |        | 
|                                                      |  |                          |   |  |                          |   |   |              |  |  |                           |  |  |            |   |  |             |  |               |        | 
|Balance September 30, 2018                            |  |                          | 7 |  |                          | $ | - |              |  |  | 60                        |  |  | $          | - |  |             |  | 3,263,366,397 |        | 



See
notes to unaudited condensed consolidated financial statements.

9





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



|                                                                            |  | For the Nine Months Ended September 30 |           
|--------------------------------------------------------------------------- |  | -------------------------------------- | ----------
|                                                                            |  | 2019                                   |           
|                                                                            |  |                                        |           
|CASH FLOWS FROM OPERATNG ACTIVITIES:                                        |  |                                        |           
|Net Loss                                                                    |  | $                                      | (1,643,452
|                                                                            |  |                                        |           
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                        |           
|Depreciation                                                                |  |                                        | -         
|Amortization of beneficial conversion feature, loan fees and ROU asset      |  |                                        | 73,397    
|Common stock issued for services                                            |  |                                        | 432,114   
|Common stock issued for charitable contributions                            |  |                                        | 32,900    
|Common stock issued for loan fees                                           |  |                                        | 7,500     
|Loss on extinguishment of debt                                              |  |                                        | 5,274     
|Decrease (increase) in:                                                     |  |                                        |           
|Prepaid expenses and deposits                                               |  |                                        | -         
|Increase (decrease) in:                                                     |  |                                        |           
|Accounts payable and accrued expenses                                       |  |                                        | (68,450   
|Operating lease liabilities                                                 |  |                                        | (10,710   
|Net cash used by operating activities                                       |  |                                        | (1,171,427
|                                                                            |  |                                        |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                        |           
|Increase in bank overdraft                                                  |  |                                        | (2,919    
|Proceeds from the issuance of common stock                                  |  |                                        | 1,210,940 
|Proceeds from the issuance convertible notes payable                        |  |                                        | 62,000    
|Payments on convertible notes payable                                       |  |                                        | (46,500   
|Proceeds from the issuance convertible notes payable, related party         |  |                                        | 44,100    
|Proceeds from note payable                                                  |  |                                        | -         
|Payments on notes payable                                                   |  |                                        | -         
|Payments on notes payable related party                                     |  |                                        | -         
|Advances from shareholder                                                   |  |                                        | -         
|Payments to shareholders                                                    |  |                                        | (5,048    
|Net cash provided by financing activities                                   |  |                                        | 1,262,573 
|                                                                            |  |                                        |           
|NET INCREASE IN CASH                                                        |  |                                        | 91,146    
|CASH, BEGINNING OF PERIOD                                                   |  |                                        | -         
|CASH, END OF PERIOD                                                         |  | $                                      | 91,146    
|                                                                            |  |                                        |           
|Supplemental disclosure of cash flow information                            |  |                                        |           
|Cash paid for interest expense                                              |  | $                                      | -         
|Cash paid for income taxes                                                  |  | $                                      | -         
|                                                                            |  |                                        |           
|Non-cash operating and financing activities:                                |  |                                        |           
|Convertible debt and accrued interest converted to common stock             |  | $                                      | 296,435   
|Operating lease liabilities and right of use asset                          |  | $                                      | 22,572    
|Beneficial conversion feature on convertible notes payable                  |  | $                                      | 102,975   
|Stock issued for prepaid services                                           |  | $                                      | 164,267   
|Accounts payable paid with common stock                                     |  | $                                      | 7,500     



See
notes to unaudited condensed consolidated financial statements.

10





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

The
accompanying unaudited 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 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 financial
statements and footnotes included in the Companys Report on Form 10-K for the year ended December 31, 2018, filed with
the Securities and Exchange Commission (the Commission) on April 16, 2019. The results of operations for the three
and nine month periods ended September 30, 2019 are not necessarily indicative of the results that may be expected for the entire
year ending December 31, 2019 or for any future period.



NOTE
1 – DESCRIPTION OF BUSINESS



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



The
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.



The
Companys wholly owned subsidiary Blockchain LogisTech, LLC, was formed on April 4, 2018 and began operations in 2019. Blockchain
LogisTech, LLC provides customer referrals to a blockchain related software services company.



Florida
Division of Historical Resources Agreements/Permits



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



Federal
Admiralty Judgement



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



Blockchain
Software Services Referral Agreement



The
Companys wholly owned subsidiary Blockchain LogisTech, LLC, has a strategic partnership to provide referrals to a blockchain
software services provider and receive referral fees when the referrals lead to closed business for the blockchain software services
company.



NOTE
2 – GOING CONCERN



These
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, which raises substantial doubt about the Companys ability to continue as a going concern.
Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from November
14, 2019. Managements plans include raising capital through the equity markets to fund operations and, eventually, the generation
of revenue through its business. The Company does not expect to generate any significant revenues for the foreseeable future.
At September 30, 2019, the Company had a working capital deficit of $1,078,025. 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.



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 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 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.

11





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
condensed consolidated financial statements. The 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
accounting principles generally accepted in the United States of America and have been consistently applied in the preparation
of the condensed consolidated financial statements.



Principles
of Consolidation



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



Cash
and Cash Equivalents



For
purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with
original maturities of three months or less to be cash equivalents. There were no cash equivalents at September 30, 2019 and December
31, 2018.



Research
and Development Expenses



Expenditures
for research and development are expensed as incurred. The Company incurred research and development expenses of $210,135 and
$0 for the three months ended September 30, 2019 and 2018, respectively and $327,935 and $0 for the nine months ended September
30, 2019 and 2018, respectively.



Revenue
Recognition



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



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



The
Company recognizes revenue from the referrals that Blockchain LogisTech, LLC has made to a provider of software services when
payment for a referral is received from the provider of software services.



Earnings
Per Share



The
Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC)
260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share
includes no dilution and is computed by dividing net income or loss available to common 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 months ended September 30, 2019 and 2018 were excluded from the dilutive
loss per share calculation as they would be antidilutive due to the net loss. As of September 30, 2019 and 2018, there were 545,722,872
and 569,808,777 shares of common stock underlying our outstanding convertible notes payable and warrants, respectively.



Fair
Value of Financial Instruments



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



Impairment
of Long-Lived Assets



In
accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence
of facts or circumstances, both internally and externally, that suggest impairment. 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 months ended September,
2019 and 2018.

12





Use
of Estimates



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



Convertible
Notes Payable



The
Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 provides comprehensive
guidance on derivative and hedging transactions. It sets forth the definition of a derivative instrument and specifies how to
account for such instruments, including derivatives embedded in hybrid instruments. In addition, ASC 815 establishes when reporting
entities, in certain limited, well-defined circumstances, may apply hedge accounting to a relationship involving a designated
hedging instrument and hedged exposure. Hedge accounting provides an alternative, special way of accounting for such relationships.
ASC 815 also provides guidance on how reporting entities determine whether an instrument is (1) indexed to the reporting entitys
own stock and (2) considered to be settled in the reporting entitys own stock. Such a determination will dictate whether
an instrument should be accounted for as debt or equity and the appropriate accounting for the instrument. Finally, ASC 815 addresses
the accounting for non-exchange-traded weather derivatives. ASC 815 generally requires companies to bifurcate conversion options
embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments.
ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as
defined by ASC 815-40. As of September 30, 2019 and 2018, all of the Companys convertible notes payable were classified
as conventional instruments.



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



Stock
Based Compensation



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



Through
December 31, 2018, the Company accounted for transactions in which services were received from non-employees in exchange for equity
instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, Equity Based
payments to Non-employees. The Company measured the fair value of the equity instruments issued based on the fair value
of the Companys stock on contract execution and recognizes the value of the award over the service period. The Company
adopted ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment
Accounting, which is intended to simplify the accounting for nonemployee share-based payment transactions by expanding the
scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.



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



Leases



In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease
assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease
and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.



On
January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before
the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain
leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the
inception of a contract the Company assessed 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 we obtain 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 assets (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 use 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 included in general and administrative expenses in the condensed statements
of operations.

13





Recent
Accounting Pronouncements



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



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



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



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 our incremental borrowing rate, estimated to be 6%, as the interest
rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis
over the lease term. During the three and nine months ended September 30, 2019 and 2018, the Company recorded $3,945 and $0 and
$11,835 and $0, respectively, as operating lease expense which is included in rent expenses on the statements of operations.



In
adopting ASC Topic 842, Leases (Topic 842), the Company has elected the package of practical expedients, which permit
it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct
costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not
applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12
month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities
of $22,575.



Right-of-
use assets are summarized below:



|                                                 |  | September 30, 2019 |        
|------------------------------------------------ |  | ------------------ | -------
|                                                 |  | (Unaudited)        |        
|Office lease (remaining lease term of 12 months) |  | $                  | 22,575 
|Less accumulated amortization                    |  |                    | (10,828
|Right-of-use assets, net                         |  | $                  | 11,748 
|                                                 |  |                    |        

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



Operating
Lease liabilities are summarized below:



|                      |  | September 30, 2019 |        
|--------------------- |  | ------------------ | -------
|                      |  | (Unaudited)        |        
|Office lease          |  | $                  | 11,865 
|Less: current portion |  |                    | (11,865
|Long term portion     |  |                    | -      
|                      |  |                    |        

Maturity
of lease liabilities are as follows:



|Nine months ended September 30, 2019 |  | $ | 3,894  |  
|------------------------------------ |  | - | ------ | -
|Year ending 2020                     |  |   | 7,968  |  
|                                     |  |   | 11,952 |  
|Less: Present value discount         |  |   | (87    | )
|Lease liability                      |  | $ | 11,865 |  

14





NOTE
5 – INVESTMENT IN PROBABILITY AND STATISTICS, INC.



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



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



The
investment in P&S was valued at $78,000 based on fair value of the
Companys shares issued to P&S on the date of the share exchange agreement.



NOTE
6 – 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 table reflects the convertible notes payable at September 30, 2019:



|                                                               |  | Date     |   | Due Date |        | Principal Balance |        |  | Rate |        | Conversion Rate
|-------------------------------------------------------------- |  | -------- | - | -------- | ------ | ----------------- | ------ |  | ---- | ------ | ---------------
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Convertible notes payable                                      |  |          |   |          |        |                   |        |  |      |        |                
|                                                               |  | 09/04/19 |   | 03/04/20 |        | $                 | 25,000 |  |      | 6.00%  |                
|                                                               |  | 09/04/19 |   | 03/04/20 |        | $                 | 26,000 |  |      | 6.00%  |                
|Sub-Total convertible notes payable                            |  |          |   |          |        | $                 | 51,000 |  |      |        |                
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Less unamortized discounts                                     |  |          |   |          |        | $                 | 43,715 |  |      |        |                
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Balance convertible notes payable                              |  |          |   |          |        | $                 | 7,285  |  |      |        |                
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Convertible notes payable - related parties                    |  |          |   |          |        |                  
|                                                               |  | 04/25/19 |   | 10/23/19 |        | $                 | 20,000 |  |      | 6.00%  |                
|                                                               |  | 06/07/19 |   | 12/07/19 |        | $                 | 5,100  |  |      | 6.00%  |                
|                                                               |  | 09/17/19 |   | 04/17/20 |        | $                 | 12,000 |  |      | 6.00%  |                
|Sub-Total convertible notes payable - related parties, Balance |  |          |   | $        | 37,100 |                   |        |  |      |       
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Less unamortized discounts                                     |  |          |   |          |        | $                 | 15,704 |  |      |        |                
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Balance convertible notes payable - related parties            |  |          |   | $        | 21,396 |                   |        |  |      |       
|                                                               |  |          |   |          |        |                   |        |  |      |        |                
|Convertible notes payable - in default                         |  |          |   |          |        |                   |        |  |      |        |                
|                                                               |  | 08/28/09 |   | 11/01/09 |        | $                 | 4,300  |  |      | 10.00% |                
|                                                               |  | 11/20/12 |   | 05/20/13 |        | $                 | 50,000 |  |      | 6.00%  |                
|                                                               |  | 01/19/13 |   | 07/30/13 |        | $                 | 5,000  |  |      | 6.00%  |                
|                                                               |  | 02/11/13 |   | 08/11/13 |        | $                 | 9,000  |  |      | 6.00%  |                
|                                                               |  | 09/25/13 |   | 03/25/14 |        | $                 | 10,000 |  |      | 6.00%  |                
|                                                               |  | 10/04/13 |   | 04/04/14 |        | $                 | 50,000 |  |      | 6.00%  |                
|                                                               |  | 10/30/13 |   | 10/30/14 |        | $                 | 50,000 |  |      | 6.00%  |                
|                                                               |  | 05/15/14 |   | 11/15/14 |        | $                 | 40,000 |  |      | 6.00%  |                
|                                                               |  | 10/13/14 |   | 04/13/15 |        | $                 | 25,000 |  |      | 6.00%  |                
|                                                               |  | 09/18/15 |   | 03/18/16 |        | $                 | 25,000 |  |      | 6.00%  |                
|                                                               |  | 04/04/16 |   | 10/04/16 |        | $                 | 10,000 |  |      | 6.00%  |                
|                                                               |  | 07/19/16 |   | 07/19/17 |        | $                 | 4,000  |  |      | 6.00%  |                
|                                                               |  | 08/24/16 |   | 02/24/17 |        | $                 | 20,000 |  |      | 6.00%  |                
|                                                               |  | 03/06/18 |   | 09/06/18 |        | $                 | 6,000  |  |      | 6.00%  |                
|                                                               |  | 02/06/18 |   | 11/07/18 |        | $                 | 6,000  |  |      | 6.00%  |                
|                                                               |  | 10/29/18 |   | 04/29/19 |        | $                 | 3,000  |  |      | 6.00%  |                
|                                                               |  | 01/03/19 |   | 07/03/19 |        | $                 | 1,000  |  |      | 6.00%  |                
|                                                               |  | 03/16/19 |   | 09/16/19 |        | $                 | 10,000 |  |      | 6.00%  |                
|Balance convertible notes payable - in default                 |  |          | $ | 328,300  |        |                   |        |  |     

15





|Convertible notes payable - related parties, in default                        |  |          |         |          |  |   |        | 
|------------------------------------------------------------------------------ |  | -------- | ------- | -------- |  | - | ------ | 
|                                                                               |  | 01/09/09 |         | 01/09/10 |  | $ | 10,000 | 
|                                                                               |  | 01/25/10 |         | 01/25/11 |  | $ | 6,000  | 
|                                                                               |  | 01/18/12 |         | 07/18/12 |  | $ | 50,000 | 
|                                                                               |  | 01/19/13 |         | 07/30/13 |  | $ | 15,000 | 
|                                                                               |  | 07/26/13 |         | 01/26/14 |  | $ | 10,000 | 
|                                                                               |  | 01/17/14 |         | 07/17/14 |  | $ | 31,500 | 
|                                                                               |  | 05/27/14 |         | 11/27/14 |  | $ | 7,000  | 
|                                                                               |  | 07/21/14 |         | 01/25/15 |  | $ | 17,000 | 
|                                                                               |  | 10/16/14 |         | 04/16/15 |  | $ | 21,000 | 
|                                                                               |  | 07/14/15 |         | 01/14/16 |  | $ | 9,000  | 
|                                                                               |  | 01/12/16 |         | 07/12/16 |  | $ | 5,000  | 
|                                                                               |  | 05/10/16 |         | 11/10/16 |  | $ | 5,000  | 
|                                                                               |  | 05/10/16 |         | 11/10/16 |  | $ | 5,000  | 
|                                                                               |  | 05/20/16 |         | 11/20/16 |  | $ | 5,000  | 
|                                                                               |  | 07/12/16 |         | 01/12/17 |  | $ | 2,400  | 
|                                                                               |  | 01/26/17 |         | 03/12/17 |  | $ | 5,000  | 
|                                                                               |  | 02/14/17 |         | 08/14/17 |  | $ | 25,000 | 
|                                                                               |  | 08/16/17 |         | 09/16/17 |  | $ | 3,000  | 
|                                                                               |  | 03/14/18 |         | 05/14/18 |  | $ | 25,000 | 
|                                                                               |  | 04/04/18 |         | 06/04/18 |  | $ | 3,000  | 
|                                                                               |  | 04/11/18 |         | 06/11/18 |  | $ | 25,000 | 
|                                                                               |  | 05/08/18 |         | 07/08/18 |  | $ | 25,000 | 
|                                                                               |  | 05/30/18 |         | 08/30/18 |  | $ | 25,000 | 
|                                                                               |  | 06/12/18 |         | 09/12/18 |  | $ | 3,000  | 
|                                                                               |  | 06/20/18 |         | 09/12/18 |  | $ | 500    | 
|                                                                               |  | 01/09/18 |         | 01/09/19 |  | $ | 12,000 | 
|                                                                               |  | 08/27/18 |         | 02/27/19 |  | $ | 2,000  | 
|                                                                               |  | 10/02/18 |         | 04/02/19 |  | $ | 1,000  | 
|                                                                               |  | 10/23/18 |         | 04/23/19 |  | $ | 4,200  | 
|                                                                               |  | 11/07/18 |         | 05/07/19 |  | $ | 2,000  | 
|                                                                               |  | 11/14/18 |         | 05/14/19 |  | $ | 8,000  | 
|                                                                               |  | 01/08/19 |         | 07/08/19 |  | $ | 7,000  | 
|Balance convertible notes payable - related parties, in default                |  |          | $       | 374,600  |  |   |        | 
|                                                                               |  |          |         |          |  |   |        | 
|Balance all convertible notes payable, net of unamortized discounts of $59,419 |  | $        | 731,581 |          |  |   |        | 

16





Notes
Payable



The
following table reflects the notes payable at September 30, 2019:



|                                                                  |  | Date     |  | Due Date |  | Principal Balance |         |  | Rate
|----------------------------------------------------------------- |  | -------- |  | -------- |  | ----------------- | ------- |  | ----
|Notes payable                                                     |  |          |  |          |  |                   |         |  |     
|                                                                  |  | 11/29/17 |  | 11/29/19 |  | $                 | 105,000 |  |     
|Sub-Total notes payable                                           |  |          |  |          |  | $                 | 105,000 |  |     
|                                                                  |  |          |  |          |  |                   |         |  |     
|Less unamortized discounts                                        |  |          |  |          |  | $                 | 3,070   |  |     
|                                                                  |  |          |  |          |  |                   |         |  |     
|Balance notes payable                                             |  |          |  |          |  | $                 | 101,930 |  |     
|                                                                  |  |          |  |          |  |                   |         |  |     
|Notes payable - in default                                        |  |          |  |          |  |                   |         |  |     
|                                                                  |  | 04/27/11 |  | 04/27/12 |  | $                 | 5,000   |  |     
|                                                                  |  | 12/14/17 |  | 12/14/18 |  | $                 | 75,000  |  |     
|Balance notes payable - in default                                |  |          |  |          |  | $                 | 80,000  |  |     
|                                                                  |  |          |  |          |  |                   |         |  |     
|Notes payable - related parties, in default                       |  |          |  |          |  |                   |         |  |     
|                                                                  |  | 02/24/10 |  | 02/24/11 |  | $                 | 7,500   |  |     
|                                                                  |  | 10/06/15 |  | 11/15/15 |  | $                 | 10,000  |  |     
|                                                                  |  | 02/08/18 |  | 04/09/18 |  | $                 | 1,000   |  |     
|Balance notes payable - related parties, in default               |  |          |  |          |  | $                 | 18,500  |  |     
|                                                                  |  |          |  |          |  |                   |         |  |     
|Balance all notes payable, net of unamortized
discounts of $3,070 |  |          |  |          |  | $                 | 200,430 |  |     



New
Convertible Notes Payable and Notes Payable



During
the nine month period ended September 30, 2019 the Company entered into the following Convertible Notes Payable and Notes Payable
Agreements:



In
January of 2019, the Company entered into a convertible promissory note agreement in the amount of $1,000 with an individual.
This loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 3, 2019. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.001 per share.



In
January of 2019, the Company entered into a convertible promissory note agreement in the amount of $7,000 with a related party.
This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before July 8, 2019. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.008 per share.



In
March of 2019, the Company entered into a convertible promissory note agreement in the amount of $10,000 with an individual. This
loan pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before September 16, 2019. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.0010 per share.



In
April of 2019, the Company entered into a convertible promissory note agreement in the amount of $20,000 with a related party.
This note pays interest at a rate of 6% per annum and the principal and accrued interest was due on or before October 23, 2019.
The note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate
of $0.004 per share.



In
June of 2019, the Company entered into a convertible promissory note agreement in the amount of $5,100 with a related party. This
note pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before December 7, 2019. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.003 per share.



In
September of 2019, the Company entered into a convertible promissory note agreement in the amount of $25,000 with an individual.
This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before March 4, 2020. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.003 per share.



In
September of 2019, the Company entered into a convertible promissory note agreement in the amount of $26,000 with an individual.
This loan pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before March 4, 2020. The
note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate of
$0.003 per share.

17





In
September of 2019, the Company entered into a convertible promissory note agreement in the amount of $12,000 with a related party.
This note pays interest at a rate of 6% per annum and the principal and accrued interest are due on or before April 17, 2020.
The note is unsecured and is convertible at the lenders option into shares of the Companys common stock at a rate
of $0.003 per share.



For
the nine month period ended September 30, 2019, the Company recorded  beneficial conversion features of $102,975 on the convertible
notes payable issued which was recorded as debt discounts and will be amortized to interest expense over the related terms of the
convertible debt. For the nine month period ended September 30, 2019, the Company recorded amortization of debt discounts of $64,418.
For the three month period ended September 30, 2019, the Company recorded amortization of debt discounts of $25,188. For the nine month period ended September 30, 2018, the Company recorded amortization of debt discounts of $95,483. For the three month period ended September 30, 2018, the Company recorded amortization of debt discounts of $27,628.



Note
Conversions



During
the nine month period ended September 30, 2019:



A
lender converted the principal and accrued interest for a convertible promissory note outstanding with a principal balance of
$1,000 into 1,284,938 shares of the Companys common stock. The remaining principal balance of this note was $0 at September
30, 2019.



The
Company issued 18,869,220 shares of common stock to settle $90,182 of accrued interest owed on fourteen convertible notes payable.



The
Company issued 37,806,585 shares of common stock to settle $199,497 of principal and accrued interest owed on four convertible
notes payable and one note payable. The remaining principal balance of all of these note was $0 at September 30, 2019. Due to
the extinguishment of the one note payable with common stock a loss in the amount of $5,274 was recognized upon settlement.



Shareholder
Loans



At
September 30, 2019 the Company had a loan outstanding to its CEO in the amount of $1,500. The loan has a 2% annual rate of interest
and an option to convert the loan into restricted shares of the Companys common stock at $0.0005.



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.



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 shares of the Companys
common stock there is typically a highly dilutive effect on current shareholders and very possible that such dilution may significantly
negatively affect the trading price of the Companys common stock.



As
of November 14, 2019 convertible note payable and notes payable with a combined face value of $821,400 were in default.



NOTE
7 – STOCKHOLDERS DEFICIT



The
Companys total authorized capital stock consists of 6,900,000,000 shares of common stock, $0.0001 par value per share.



Preferred
Stock



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



Series
A Preferred Stock



At
September 30, 2019 and December 31, 2018, 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.

18





Series
B Preferred Stock



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



Common
Stock Issuances



During
the nine month period ended September 30, 2019, the Company issued or is to issue the following shares of common stock:



| | - | 642,029,999
restricted shares for total proceeds of $1,210,940.
| | - | ---------------------------------------------------------------



| | - | 130,370,616
fully vested and non-forfeitable restricted shares for services provided by consultants, contractors, advisory members, board
members, and other service providers. The Company determined the fair value of the shares issued using the stock price on date
of issuance. Compensation expense is recognized as the services are provided to the Company. For the three and nine month periods
ended September 30, 2019, we incurred $59,325 and $477,068 of compensation expense for stock issued for services and have prepaid
expenses of $59,249 at September 30, 2019 for stock issued prior to services being performed.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | 57,960,743
restricted shares to settle $290,679 of principal and accrued interest owed on various convertible notes payable and one note
payable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | - | 7,000,000
restricted shares to settle an account payable in the amount of $7,000.
| | - | ---------------------------------------------------------------------------------



| | - | 5,000,000
restricted shares to one of our convertible note payable lenders as a penalty for failure to repay the convertible note when due.
The fair value of these shares was determined to be $7,500 based on the market price of the stock on date issued in accordance
with the convertible note payable agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | 4,000,000
restricted shares issued as charitable contributions to three separate charities. The Company determined the fair value of the
shares issued using the stock price on date of issuance. For the three and nine month periods ended September 30, 2019, we incurred
$32,900 and $32,900 of charitable donation expense for stock which is included in general and administrative expenses in the statement
of operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Warrants
and Options



The
Company did not issue any warrants or options during the nine month period ended September 30, 2019.



At
September 30, 2019 the Company had warrants to purchase a total of 8,000,000 shares of its restricted common stock outstanding.



The
following table shows the warrants outstanding at September 30, 2019:



|                     |  | Number of Shares   |  |               
|-------------------- |  | ------------------ |  | --------------
|Term                 |  | September 30, 2018 |  | Exercise Price
|11/10/12 to 11/20/22 |  | 4,000,000          |  | 0.0050        
|09/18/15 to 09/18/20 |  | 4,000,000          |  | 0.0030        
|                     |  | 8,000,000          |  |               

19





NOTE
8 – COMMITMENTS AND CONTINGENCIES



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



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



Referral
Agreement with Probability and Statistics, Inc.



The
Company has an agreement with Probability and Statistics, Inc. (P&S) to receive referral fees from P&S.
Under the terms of the agreement P&S has agreed to pay a 7% referral fee to the Company when P&S receives funds for providing
blockchain software services to entities that were referred by the Company. The agreement is ongoing and has no expiration date.



Certain
Other Agreements



Operations
House



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

20





Services
Agreements



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



The
Company has an informal agreement to pay an individual consultant a minimum of $3,500 per month for administrative and shareholder
support and services.



The
Company has an informal consulting agreement to pay a limited liability company a minimum of $6,500 per month for business advisory,
strategic planning and consulting services, assistance with financial reporting, IT management, and administrative services. The
Company also agreed to reimburse the consultant for expenses. The agreement may be terminated by the Company or the consultant
at any time.



NOTE
9 – RELATED PARTY TRANSACTIONS



During
the nine month period ended September 30, 2019, the Company has had extensive dealings with related parties including the following:



In
January of 2019, the Company extended the term of previous agreements with four individuals to continue serving as members of
the Companys Board of Directors. Two of the individuals are related to the Companys CEO. Under the agreement, the
Directors agreed to provide various services to the Company including making recommendations for both the short term and the long
term business strategies to be employed by the Company, monitoring and assessing the Companys business and to advise the
Companys Board of Directors with respect to an appropriate business strategy on an ongoing basis, commenting on proposed
corporate decisions and identifying and evaluating alternative courses of action, making suggestions to strengthen the Companys
operations, identifying and evaluating external threats and opportunities to the Company, evaluating and making ongoing recommendations
to the Board with respect for one year and may be terminated by either the Company or the Director by providing written notice
to the other party. The previous agreement also terminates automatically upon the death, resignation or removal of the Directors.
Under the terms of the agreement, the Company agreed to compensate two of the individuals via payment of 22,000,000 restricted
shares of its common stock each, and two of the individuals via payment of 3,666,667 shares of the Companys restricted common
stock, an aggregate total of 51,333,334 shares, and to negotiate future compensation on a year-by-year basis. The Company also
agreed to reimburse the individuals for preapproved expenses.



In
January of 2019, the Company entered into a convertible promissory note agreement in the amount of $7,000 with a person who is
related to the Companys CEO. This note pays interest at a rate of 6% per annum and the principal and accrued interest were
due on or before July 8, 2019. The note is unsecured and is convertible at the lenders option into shares of the Companys
common stock at a rate of $0.008 per share. This note is currently in default due to non payment of principal and interest upon
maturity.



In
April of 2019, the Company entered into a convertible promissory note agreement in the amount of $20,000 with a person who is
related to the Companys CEO. This note pays interest at a rate of 6% per annum and the principal and accrued interest were
due on or before October 23, 2019. The note is unsecured and is convertible at the lenders option into shares of the Companys
common stock at a rate of $0.004 per share. This note is currently in default due to non payment of principal and interest upon
maturity.



In
June of 2019, the Company entered into a convertible promissory note agreement in the amount of $5,100 with a person who is related
to the Companys CEO. This note pays interest at a rate of 6% per annum and the principal and accrued interest are due on
or before December 7, 2019. The note is unsecured and is convertible at the lenders option into shares of the Companys
common stock at a rate of $0.003 per share.



In
September of 2019, the Company entered into a convertible promissory note agreement in the amount of $12,000 with a person who
is related to the Companys CEO. This note pays interest at a rate of 6% per annum and the principal and accrued interest
are due on or before April 17, 2020. The note is unsecured and is convertible at the lenders option into shares of the
Companys common stock at a rate of $0.003 per share.



On
various dates during the nine month period ended September 30, 2019 the Company repaid its CEO a total of $5,048 principal and
accrued interest to repay various outstanding loans.



The
Company has an informal consulting agreement with a limited liability company that is owned and controlled by a person who is
related to the Companys CEO to pay the related party limited liability company a minimum of $3,500 per month plus periodic
bonuses to provide general business consulting and assessing the Companys business and to advise management with respect to an
appropriate business strategy on an ongoing basis, commenting on proposed corporate decisions, perform period background research
including background checks and provide investigative information on individuals and companies and to assist, when needed, as
an administrative specialist to perform various administrative duties and clerical services including reviewing the Companys
agreements and books and records. The consultant provides the services under the direction and supervision of the Companys
CEO. At September 30, 2019 the Company owed the related party consultant $0 for services rendered. At December 31, 2018 the Company
owed the related party limited liability company $11,150.



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. At September 30, 2019 the Company owed the related party limited
liability company $0 for services rendered. At December 31, 2018 the Company owed the related party limited liability company
$4,385.



At
September 30, 2019 the following promissory notes and shareholder loans were outstanding to related parties:



See
Note 6 convertible notes payable – related parties, convertible notes payable – related parties, in default, and notes
payable - related parties, in default.



NOTE
10 – SUBSEQUENT EVENTS



Subsequent
to September 30, 2019 the Company issued or has agreed to issue shares of its common stock as follows (Unaudited):



| | (i) | sales
of 62,766,666 shares of common stock under subscription agreements for approximately $171,500 in proceeds, used for general corporate
purposes, working capital and repayment of debt;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | issuance
of 760,409 shares of common stock for services; and
| | ---- | ------------------------------------------------------------

| | (iii) | 34,000,000
shares of common stock with a value at $200,600 on the date of the agreement for the purchase of a vessel and trailer.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------



Subsequent
to September 30, 2019 the following convertible notes payable went into default (Unaudited):



| | 1) | A convertible note payable originally due October 23, 2019 with a face amount of $20,000.
| | -- | -----------------------------------------------------------------------------------------



On
November 14 the Board of Directors voted to increase the authorized shares of the Corporation from 4,900,000,000 common shares
to 6,900,000,000 common shares.

21





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 for due to many factors and the success of the Company is dependent on our efforts and many other
factors including, primarily, our ability to raise additional capital. Such factors include, among others, the following: our
ability to continue as a going concern, general economic and business conditions; competition; success of operating initiatives;
our ability to raise capital and the terms thereof; changes in business strategy or development plans; future revenues; the continuity,
experience and quality of our management; changes in or failure to comply with government regulations or the lack of government
authorization to continue our projects; and other factors referenced in the Form 10-Q. This Item should be read in conjunction
with the 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. 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 develop revenue streams to support its historic shipwreck exploration and recovery operations.



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



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



Underwater
recovery operations are inherently difficult and dangerous and may be delayed or suspended by inclement weather, sea conditions
or other natural hazards. In addition, even though sea conditions in a particular search location may be somewhat predictable,
the possibility exists that unexpected conditions may occur, and already have occurred, that adversely affect the Companys
operations. For safety reasons, the Company chooses to not work in seas over three feet. To date in 2019 the Company has had limited
days to work because the seas have generally been over three feet. It is also possible that natural hazards may prevent or significantly
delay search and recovery operations.



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



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

22





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



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



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



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



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



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



In
the past the Company has investigated various technologies and non-scientific equipment to help better explore or document our
sites. To present date, nothing has been proven to work. The Company will continue to experiment with unproven technologies and
will actively work with third party scientists and engineers as independent contractors to develop its own proprietary technology.
The cost of scientist, equipment, and laboratories for inventing proprietary technology will be expensive and will negatively
impact the Company. The Company will also continue to investigate media opportunities.



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



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



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



Some
clearing firms who used to clear low priced securities for multiple brokerage firms have closed 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 will be very 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.

23





Plan
of Operation



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



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



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



| | ● | The
Company has generated limited revenues to date, including some nominal revenue from dividends and our business goals continue
to evolve. Relationships are being developed with scientists, as well as with for profit companies.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
Company continues to review revenue producing opportunities including joint ventures with other companies and potentially governmental
agencies. These opportunities have been slow to develop, but the Company will continue to pursue those endeavors.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| | ● | The
Company is actively looking to partner with revenue producing companies similar to Probability and Statistics, Inc.
| | - | -----------------------------------------------------------------------------------------------------------------------



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



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



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



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



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

24





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 is also actively researching, exploring and testing new technology to help more accurately understand current and future
wreck sites in an unobtrusive manner. Up to the date of this filing, all tests of new and unproven technology and methods have
failed with the exception of a proprietary search device that the Company has developed in conjunction with an outside technology
laboratory. The device is named the SeaSearcher and is currently being tested and reviewed for efficacy.



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



The
Companys wholly owned subsidiary Blockchain LogisTech, LLC had previously located potential opportunities for P&S to
deliver blockchain related solutions. Blockchain LogisTech, LLC is working with P&S to develop additional referral opportunities.
The Company has opened a division under Blockchain Logistech to meet the needs of cities and municipalities who are being hacked
and held for ransom.



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



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



Legal
Proceedings



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



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

25





Limited
Operating History



The
Company has not currently generated only minimal revenue from operations and does not expect to report any significant revenue
from operations for the foreseeable future.



At
September 30, 2019, the Company had a working capital deficit of $1,078,025. The Company is in immediate need of further working
capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof.



Since
inception, the Company has funded its operations through common stock issuances and loans in order to meet its strategic objectives;
however, there can be no assurance that the Company will be able to obtain further funds to continue with its efforts to establish
a new business. There is a very significant risk that the Company will be unable to obtain financing to fund its operation and
as such the Company may be forced to cease operations at any time which would likely result in a complete loss of all capital
that has been invested in and/or borrowed by the Company to date.



The
Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities,
while building out its infrastructure in order to explore and salvage historic shipwreck sites and establishing itself in the
marketplace. Based on our historical rate of expenditures, the Company expects to expend its available cash in less than one
month from November 14, 2019.



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



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



Summary
of Nine Months Ended September 30, 2019 Results of Operations



Net
loss for the nine month period September 30, 2019 were $1,643,452 versus $1,009,159 for the nine month period September 30, 2018,
an increase of approximately 64%. The increase in net losses in 2019 was primarily due to increases in research and development
expenses, consulting and contractor expenses, general and administrative expenses, vessel maintenance expenses, and professional
fees. Research and development was $327,935 in 2019, there were no research and development expenses in 2018. The increase in
research and development expenses is attributable to the development of the Companys SeaSearcher drone device. During the
nine month period September 30, 2019, consulting and contractor fees were $852,342 compared to $578,175 during the nine month
period September 30, 2018. The approximate 47% increase in consulting and contractor fees in 2019 was largely a result of increased
stock based compensation being paid to several consultants for strategy and business consulting, advisory council, technology
consulting and research, operations, legal services as well as the payment of board of directors fees. General and administrative
expenses for the nine month period September 30, 2019 were $107,062 compared to $54,300 for the nine month period September 30,
2018, an increase of approximately 97%. During the nine month period September 30, 2019 the Company incurred vessel related expenses
of $71,176 versus vessel related expenses of $37,995 during the same period in 2018, an increase of approximately 87%. The increase
in vessel related expenses were primarily due to repairs to the Companys main salvage vessel and additional repairs and
dockage for other vessels. The Company did incur some expenses for repairs to the main salvage vessel in 2019, and the Company
also deferred making some repairs, however the Company believes that extensive repairs will be needed in the foreseeable future
on both the main salvage vessel and some repairs on other vessels that the Company intends to utilize in its exploration efforts.
During the nine month period September 30, 2019 the Company incurred professional fees related expenses of $78,575 versus $46,950
during nine month period September 30, 2018, an increase of approximately 67%. Rent expense was $28,596 in 2019 versus $25,775
in 2018, an 11% year-over-year increase. Travel and entertainment expenses for nine month period September 30, 2019 were $43,405
versus $50,087 for the nine month period September 30, 2018, a decrease of approximately 13%. Interest expense for the nine month
period September 30, 2019 was $146,187 versus $195,377 for the nine month period September 30, 2018, a decrease of approximately
25%. Interest expense decreased in 2019 due to the conversion by several note holders of the conversion their promissory notes
into common stock and the impact of the beneficial feature conversion features recorded on convertible debt as debt discounts
and amortized into interest expense.



Summary
of Three Months Ended September 30, 2019 Results of Operations



The
Companys net loss for the three month period ended September 30, 2019 was $701,815 as compared to a net loss of $295,102
during the three month period ended September 30, 2018, an increase of approximately 138%. The increase in net losses in 2019
was primarily due to increases in research and development expenses, consulting and contractor expenses, and vessel maintenance
expenses. Research and development were $210,135 in 2019, there were no research and development expenses in 2018. The increase
in research and development expenses is attributable to the development of the Companys SeaSearcher drone device. During
the three month period ended September 30, 2019 consulting and contractor fees were $361,079 as compared to $148,016 for the three
month period ended September 30, 2018, an increase of approximately 144%. Vessel maintenance and dockage was $29,189 during the
three month period ended September 30, 2019 versus $14,890 during the same period in 2018, an increase of 96% in 2019. During
the three month period ended September 30, 2019, professional fees were $26,000 as compared to $11,224 during the three month
period ended September 30, 2018, an increase of approximately 132%. The general and administrative expenses for the period ended
June 30, 2019 decreased by $11,604 as compared to the three month period ended September 30, 2018. The Company incurred travel
and entertainment expenses of $15,730 during three month period ended September 30, 2019 as compared to $13,500 during three month
period ended September 30, 2018, an approximate 17% increase on a quarter-over-quarter basis. Interest expense increased to $55,908
during the three month period ended September 30, 2019 from $85,670 during the three month period ended September 30, 2018, an
decrease of approximately 35%. Interest expense decreased in 2019 due to the conversion by several note holders of the conversion
their promissory notes into common stock and the impact of the beneficial feature conversion features recorded on convertible
debt as debt discounts and amortized into interest expense.

26





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 period ended September
30, 2019 the Company generated $12,600 in revenues which is shown as service income on the accompanying consolidated statements
of operations.



Liquidity
and Capital Resources



At
September 30, 2019, the Company had cash in the bank of $91,146. During the nine month period ended September 30, 2019 we incurred
a net loss of $1,643,452. At September 30, 2019, we had $151,145 in current assets and $1,229,170 in current liabilities, leaving
us a working capital deficit of $1,078,025.



Lack
of Liquidity



A
major financial challenge and significant risk facing the Company is a lack of liquidity. The Company continued to operate with
significant debt and a working capital deficit during the nine month period ended September 30, 2019. 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 loaned
to 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 onerous, especially given that the Company does not currently generate any revenues
and does not expect to generate any revenues in the near future. There are significant ongoing expenses associated with operations
that are incurred whether the Company is conducting shipwreck exploration and recovery operations or not. Vessel maintenance,
particularly for an older vessel such as the Companys main salvage vessel, upkeep expenses and docking fees are continuous
and unavoidable regardless of the Companys operational status. Management anticipates the Company may need to put the vessel
in dry dock in order for additional repairs to be made. These repairs and maintenance are expensive and have a negative impact
on the Companys cash position.



In
addition to the operations expenses, a publicly traded company also incurs the significant recurring corporate expenses related
to maintaining publicly traded status, which include, but are not limited to accounting, legal, audit, executive, administrative,
corporate communications, rent, telephones, etc. The recurring expenses associated with being a publicly traded company are very
burdensome for smaller public companies such as Seafarer. This lack of liquidity creates a very risky situation for the Company
in terms of its ability to continue operating, which in turn makes owning shares of the Companys common stock extremely
risky and highly speculative. The Companys lack of liquidity may cause the Company to be forced to cease operations at
any time which would likely result in a complete loss of all capital invested in or borrowed by the Company to date.



Due
to the fact that the Company has generated only minimal revenues and does not expect to generate significant revenues for the
foreseeable future the Company must rely on outside equity and debt funding. The combination of the ongoing operational, even
during times when there is little to no exploration or recovery activities taking place, and corporate expenses as well as the
need for outside financing creates a very risky situation for the Company and its shareholders. This working capital shortfall
and lack of access to cash to fund corporate activities is extremely risky and may force the Company to cease its operations which
would more than likely result in a complete loss of all capital invested in or loaned to the Company to date.



If
we are unable to secure additional financing, the Companys business may fail and our stock price will likely be materially adversely
affected and our common stock may become worthless.



Lack
of Significant Revenues and Cash Flow/Significant Losses from Operations



The
exploration and recovery of historic shipwrecks requires a multi-year, multi stage process and it may be many years before any
revenue is generated from exploration and recovery activities, if ever. The Company believes that it may be several years before
it is able to generate any cash flow from its operations, if any are ever generated at all. Without significant revenues and a
recurring source of cash flows the Company does not have reliable cash flows to pay its expenses and fund its operations.



The
Company has experienced a net loss in every fiscal year since inception. The Companys losses from operations were $1,496,491
for the nine month period ended September 30, 2019 and $813,782 for the nine month period ended September 30, 2018. The Company
believes that it will continue to generate losses from its operation for the foreseeable future and the Company may not be able
to generate a profit in the long-term, or ever. Due to the significance of these matters there is substantial doubt about the
Companys ability to continue as a going concern. Any investment in the Companys securities is highly speculative
with a very high chance of a total loss of all invested capital.



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 significant reduction in the value of the Companys
securities.

27





The
Company may not be able to continue as a going concern. If the Company is not able to continue as a going concern, it is highly
likely that all capital invested in the Company or borrowed by the Company will be lost. The report of our independent auditors
for the years ended December 31, 2018 and 2017 raises substantial doubt as to our ability to continue as a going concern. As discussed
in Note 2 to our condensed consolidated financial statements for the nine month periods ended September 30, 2019 and 2018, we
have experienced operating losses in every year since our inception resulting in an accumulated deficit of $16,598,271 as of September
30, 2019. Our financial results as of September 30, 2019 raise substantial doubts about the Companys ability to continue
as a going concern. If the Company is not able to continue as a going concern, it is highly likely that all capital invested in
the Company or borrowed by the Company will be lost.



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.



Critical
Accounting Policies



Our
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these consolidated 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, Summary of Significant
Accounting Policies, contained in the notes to the Companys consolidated financial statements for the periods ended September
30, 2019 and 2018). 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 consolidated financial statements can have the effect
of making the Company look more or less profitable than it actually is. Management does not believe that either the Company or
its auditors have 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
4T. 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/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/principal
financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

28





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) and 15d-15(e)
promulgated under the Exchange Act, as of September 30, 2019. 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 consolidated financial statements and other information presented herewith are materially
correct.



The
management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls
and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter
how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system
are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit
of controls must be considered relative to their costs.



Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been detected.



The
Company has limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited
resources and personnel, including those described below.



| | * | The
Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal
controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented
or detected on a timely basis.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | We
have not achieved the optimal level of segregation of duties relative to key financial reporting functions.
| | - | --------------------------------------------------------------------------------------------------------------



| | * | We
do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an
audit committee or independent audit committee financial expert, it is the managements view that to have audit committee, comprised
of independent board members, and an independent audit committee financial expert is an important entity-level control over the
Companys financial statements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | We
have not achieved an optimal segregation of duties for executive officers of the Company.
| | - | --------------------------------------------------------------------------------------------



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 Disclosure Controls and Procedures



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, 2019 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)
Change in Internal Control Over Financial Reporting



The
Company has not made any change in our internal control over financial reporting during the period ended September 30, 2019.

29





Part
II. Other Information



Item
1. Legal Proceedings



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



On
September 3, 2014, the Company filed a lawsuit against Darrel Volentine, of California. Mr. Volentine was sued in two counts
of libel per se under Florida law, as well as a count for injunction against the Defendant to exclude and prohibit internet
postings. Such lawsuit was filed in the Circuit Court in Hillsborough County, Florida. Such suit is based upon internet
postings on www.investorshub.com. On or about October 15, 2015, the Company and Volentine entered into a stipulation
whereby Volentine admitted to his tortious conduct, however the stipulated damages agreed to were rejected by the Court, 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. Discovery is ongoing on such case. On December 7, 2016,
the Court held a hearing on the Defendants motion for sanctions, and essentially attempting to rehear the motion for
contempt against the Defendant. The Court dismissed the Defendants motions, and renewed the ability of the Company to
seek attorneys fees on such matter, which hearing has not been set at present. On February 28, 2017, the Court entered
an Order denying the Defendants motion for summary judgment. The Company has a pending motion for sanctions related to
the Defendants filing of the motion for summary judgment which has not been set for hearing. The Company will be
attempting to set such matter for trial during 2018.



Item 1A. Risk
Factors



Not
required for smaller reporting companies.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



During
the nine month period ended September 30, 2019, the Company issued 130,370,616 shares of its restricted common stock for various
consulting services for board of directors fees, legal, financial consulting and accounting, operations, strategic business
consulting, technology consulting and research, advisory council fees, administrative and business advisory fees, etc. 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.

30





On
various dates during the nine month period ended September 30, 2019, the Company entered into subscription agreements to sell
635,129,998 shares of its restricted common stock in exchange for proceeds of $1,210,940 The proceeds received were used for general
corporate purposes, working capital and the repayment of debt.



The
Company issued 5,000,000 shares of restricted common stock to one of its convertible note payable lenders as a penalty for failure
to repay the convertible note when due.



The
Company issued 4,000,000 shares of restricted common stock as charitable contributions to three separate charities.



Exemptions
from Registration for Sales of Restricted Securities.



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



Issuance
of Securities Due to Conversion of Notes and Debt



During
the nine month period ended September 30, 2019, the Company issued 57,960,743 shares to settle $290,679 of principle and accrued
interest owed on various convertible notes payable and one note payable. The Company issued 7,000,000 shares to settle an account
payable in the amount of $7,000. The Company believes that the offer and sale of these securities were exempt from the registration
requirements of the Securities Act pursuant to Sections 3(a)(9) under the Securities Act of 1933, as amended.



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 Part
I, Item 2, notes payable and convertible notes payable, in default, for discussion of defaults on certain debt obligations of
the Company.



Item
4. Mine  Safety Disclosures



None.



Item
5. Other Information



None

31





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      |  | XBRL
    Instance Document                                                                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                            
|**101.SCH      |  | XBRL
    Taxonomy Extension Schema                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                            
|**101.CAL      |  | XBRL
    Taxonomy Extension Calculation Linkbase                                                                                                                                                                                           
|               |  |                                                                                                                                                                                                                                            
|**101.DEF      |  | XBRL
    Taxonomy Extension Definition Linkbase                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                            
|**101.LAB      |  | XBRL
    Taxonomy Extension Label Linkbase                                                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                            
|**101.PRE      |  | XBRL
    Taxonomy Extension Presentation Linkbase                                                                                                                                                                                          



| | * | Filed
herewith.
| | - | ---------------



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

32





SIGNATURE



Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



|                            | SEAFARER
    EXPLORATION CORP.
|--------------------------- | ------------------------------
|                            |                               
|Date:
    November 14, 2019 | By:                           
|                            |                               
|                            |                               
|                            |                               
|Date:
    November 14, 2019 | By:                           
|                            |                               
|                            |                               
|Date:
    November 14, 2019 | By:                           
|                            |                               
|                            |                               
|Date:
    November 14, 2019 | By:                           
|                            |                               
|                            |                               
|Date:
    November 14, 2019 | By:                           
|                            |                               

33