UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q








(Mark
One)


☑

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





For the quarterly period ended September 30, 2017





or


☐

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





For the transition period from _________ to
__________.





Commission File Number 000-29461








SEAFARER EXPLORATION CORP.





(Exact
name of registrant as specified in its charter)





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








1





Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.





Yes
☑ No
☐





Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).





Yes
☑ No
☐





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):





Large
accelerated filer
☐

Accelerated
filer
☐Non-accelerated
filer
☐

Smaller
reporting company
☑(Do not
check if a smaller reporting company)





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





Yes
☐ No
☑





As of
November 9, 2017, there were 2,733,297,139
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,
2017





TABLE OF CONTENTS








PART I:
FINANCIAL INFORMATION
4Item 1.
Financial Statements (unaudited)
5Condensed Balance
Sheets: September 30, 2017 (unaudited) and December 31,
2016
5Condensed
Statements of Operations: For the three and nine months ended
September 30, 2017 and 2016 (unaudited)
6Condensed
Statements of Cash Flows: For the nine months ended September 30,
2017 and 2016 (unaudited)
7Notes
to Condensed Financial Statements
8 -
24Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
25Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
30Item 4T.
Controls and Procedures
30PART
II: OTHER INFORMATION
32Item 1. Legal
Proceedings
32Item 1A. Risk
Factors
33Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
32Item 3.
Defaults Upon Senior Securities
32Item 4.
Submission of Matters to a Vote of Security Holders
32Item 5. Other
Information
32Item 6.
Exhibits
34SIGNATURES
35


























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.


CONDENSED BALANCE SHEETS





September
30,
December
31,2017
2016(Unaudited)AssetsCurrent
assets:Cash
$-
$24,549Prepaid
expenses
56,755
20,606Deposits
and other receivables
750
750Total
current assets
57,505
45,905Property
and equipment, net
28,804
54,292Total
assets
$86,309
$100,197Liabilities and Stockholders' DeficitCurrent
liabilities:Accounts
payable and accrued expense
$316,946
$332,106Convertible
notes payable, net of discounts of $-0- and $22,423
-
27,327Convertible
notes payable, related parties, net of discounts of $-0- and
$156
-
2,244Convertible
notes payable, in default
470,300
444,952Convertible
notes payable, in default - related parties
234,500
196,500Shareholder
loan
20,023
22,270Notes
payable, in default
32,673
30,000Notes
payable, in default - related parties
17,500
17,500Total
current liabilities
1,091,942
1,072,899Commitments
and contingenciesStockholders'
deficit:Preferred
stock, $0.0001 par values - 50,000,000 shares authorized; 67 shares
issuedSeries
A - 7 shares issued and outstanding at September 30, 2017 and
December 31, 2016
-
-Series
B - 60 shares issued and outstanding at September 30, 2017 and
December 31, 2016
-
-Common stock, $0.0001 par value -
2,900,000,000 shares authorized; 2,715,917,155 and2,194,976,061
shares issued and outstanding at September 30, 2017 and December
31, 2016, respectively
271,593
219,498Additional
paid-in capital
12,223,440
11,485,588Accumulated
deficit
(13,500,666)
(12,677,788)Total
stockholders' deficit
(1,005,633)
(972,702)Total
liabilities and stockholders' deficit
$86,309
$100,197





See
notes to condensed financial statements.





5





SEAFARER EXPLORATION CORP.


CONDENSED STATEMENTS OF OPERATIONS


(Unaudited)





Three
months ended September 30,
Nine
months ended September 30,2017
2016
2017
2016Revenue
$-
$-
$-
$-Expenses:Consulting
and contractor expenses
120,332
166,803
307,279
338,144Vessel
maintenance and dockage
19,558
13,958
63,947
18,901Professional
fees
30,450
30,521
52,654
78,191General
and administrative expense
8,383
12,675
54,834
42,101Depreciation
expense
8,496
8,496
25,488
25,488Rent
expense
10,134
10,517
30,708
26,577Surveying
and mapping
65
-
15,660
-Travel
and entertainment expense
11,963
27,662
29,962
44,949Total
operating expenses
209,381
270,632
580,532
574,351Loss
from operations
(209,381)
(270,632)
(580,532)
(574,351)Other
expense:Interest
expense
(50,023)
(414,633)
(239,708)
(618,092)Loss
extinguishment of debt
(2,638)
-
(2,638)
-Total
other expense
(52,661)
(414,633)
(242,346)
(618,092)Net
loss
$(262,042)
$(685,265)
$(822,878)
$(1,192,443)Net
loss per share - basic and diluted
$-
$-
$-
$-Weighted
average common shares outstanding - basic and diluted
2,674,513,691
2,005,911,180
2,509,890,081
1,633,729,734








See
notes to condensed financial statements.




















6





SEAFARER EXPLORATION CORP.


CONDENSED STATEMENTS OF CASH FLOWS


(Unaudited)





September
30,
September
30,2017
2016Operating
activitiesNet
loss
$(822,878)
$(1,192,443)Adjustments
to reconcile net loss tonet
cash used in operating activitiesDepreciation
25,488
25,488Interest
expense on fair value adjustment
-
272,325Amortization
of beneficial conversion featureof
the notes payable
34,984
49,749Interest
expense on converted debt
101,369
-Common
stock issued for services
174,400
406,802Common
stock and warrants issued for loan fees
35,541
81,874Increase
in:Prepaid
expenses and deposits
(9,806)
(16,648)Increase
(decrease) in:Accounts
payable and accrued expenses
(15,160)
40,477Net
cash used in operating activities
(476,062)
(332,376)Cash
flows from investing activities
-
-Cash
flows from financing activities:Proceeds
from the issuance of common stock
378,500
192,720Proceeds
from the issuance convertible notes payable
68,000
121,700Proceeds
from the issuance convertible notes payable, relatedparty
-
22,400Proceeds
from note payable
2,673
-Advances
from shareholder
14,040
5,760Repayment
of advances from shareholders
(11,700)
(8,780)Net
cash provided by financing activities
451,513
333,800Net
(decrease) increase in cash
(24,549)
1,424Cash
– beginning of period
24,549
5,097Cash
– end of period
$-
$6,521Supplemental
disclosure of cash flow information:Cash
paid for interest expense
$-
$6,000Cash
paid for income taxes
$-
$-Noncash
operating and financing activities:Convertible
debt and accrued interest converted to commonstock
$166,521
$465,803Common
stock issued to satisfy debt
$-
$26,571Common
stock issued for fixed asset purchases
$-
$25,000





See notes to condensed financial
statements.








7








SEAFARER EXPLORATION CORP.


NOTES TO CONDENSED FINANCIAL STATEMENTS


(Unaudited)





The
accompanying condensed 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 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 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 twelve months ended December 31, 2016, filed with the
Securities and Exchange Commission (the “Commission”).
The results of operations for the three and nine month periods
ended September 30, 2017 are not necessarily indicative of the
results that may be expected for the entire year ending December
31, 2017 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, and recovery
of historic shipwrecks with the objective of exploring and
discovering Colonial-era shipwrecks for future generations to be
able to appreciate and understand.





NOTE 2 - GOING CONCERN





These
condensed 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 sustained 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, 2017.
Management's plans include raising capital through the equity
markets to fund operations and, eventually, the generation of
revenue through its business. The Company does not expect to
generate any revenues for the foreseeable future.





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





NOTE 3 - 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 financial statements.  The
condensed 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 financial statements.





Cash and Cash Equivalents





For
purposes of the statement of cash flows, the Company considers all
highly liquid investments and short-term debt instruments with
original maturities of three months or less to be cash
equivalents.





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.  Basic and diluted losses per share were
the same at the reporting dates as there were no dilutive common
stock equivalents outstanding at September 30, 2017 and
2016.








8








Fair Value of Financial Instruments





Fair
value is defined in the authoritative guidance as the price that
would be received to sell an asset or paid to transfer a liability
in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at
the measurement date. A fair value hierarchy was established, which
prioritizes the inputs used in measuring fair value into three
broad levels as follows:





Level 1
– Valuation based on unadjusted quoted market prices in
active markets for identical assets or liabilities.





Level 2
– Valuation based on, observable inputs (other than level one
prices), quoted market prices for similar assets such as at the
measurement date; quoted prices in the market that are not active;
or other inputs that are observable, either directly or
indirectly.





Level 3
– Valuation based on unobservable inputs that are supported
by little or no market activity, therefore requiring
management’s best estimate of what market participants would
use as fair value.





In
instances where the determination of the fair value measurement is
based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair
value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The
Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires
judgment, and considers factors specific to the asset or liability.
The valuation of the Company’s notes recorded at fair value
is determined using Level 3 inputs, which consider (i) time value,
(ii) current market and (iii) contractual prices.





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.





The
significant unobservable inputs used in the fair value measurement
of the liabilities described above present value of the future
interest payments.





Property and Equipment and Depreciation





Fixed
assets are recorded at historical cost. Depreciation is computed on
the straight-line method over the estimated useful lives of the
respective assets. Property and equipment, net consist of the
following at September 30, 2017 and December 31, 2016:





September 30,
2017
December 31,
2016Diving
vessel
$326,005
$326,005Equipment
32,420
32,420Less accumulated
depreciation
(329,621
)
(304,133
)$28,804
$54,292





Depreciation
expense for the nine month periods ended September 30, 2017 and
2016 amounted to $25,488, and $8,496 for the three month periods
ended September 30, 2017 and 2016.





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 month periods ended September 30,
2017 and 2016.





Stock Based Compensation





The
Company applies the fair value method of 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 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 as of the date in which the obligation
for payment of services is incurred.











9








Use of Estimates





The
process of preparing condensed 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 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 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.





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.
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.





The
classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting
period.  Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether or
not net-cash settlement of the derivative instrument could be
required within twelve months of the balance sheet
date.





Convertible Notes Payable at Fair Value





The
Company elected to account for this hybrid contract under the
guidance of ASC 815-15-25-4. This guidance allows an entity that
initially recognizes a hybrid financial instrument that under
paragraph ASC 815-15-25-1 would be required to be separated into a
host contract and a derivative instrument may irrevocably elect to
initially and subsequently measure that hybrid financial instrument
in its entirety at fair value (with changes in fair value
recognized in earnings).





The
fair value election is also available when a previously recognized
financial instrument subject to a re-measurement event and the
separate recognition of an embedded derivative. The fair value
election may be made instrument by instrument. For purposes of this
paragraph, a re-measurement event (new basis event) is an event
identified in generally accepted accounting principles, other than
the recognition of another-than-temporary impairment, that requires
a financial instrument to be re-measured to its fair value at the
time of the event but does not require that instrument to be
reported at fair value on a continuous basis with the change in
fair value recognized in earnings. Examples of re-measurement
events are business combinations and significant modifications of
debt as defined in Subtopic 470-50.





NOTE 4 - LOSS PER SHARE





Components
of loss per share for the three and nine months ended September 30,
2017 and 2016 are as follows:





For the Three Months Ended
September 30,
2017
For the Three Months Ended September 30, 2016Net loss
attributable to common stockholders
$(262,042)
$(685,265)Weighted average
shares outstanding:Basic and
diluted
2,674,513,691
2,005,911,180Loss per
share:Basic and
diluted
$(0.00)
$(0.00)





10





Components
of loss per share for the nine months ended September 30, 2017 and
2016 are as follows:





For
the Nine Months Ended September
30, 2017
For
the Nine Months Ended September
30, 2016Net loss
attributable to common stockholders
$(822,878
)
$(1,192,443
)Weighted average
shares outstanding:Basic and
diluted
2,509,890,081
1,633,729,734Loss per
share:Basic and
diluted
$(0.00)
$(0.00
)





NOTE 5 – CAPITAL STOCK





On
February 24, 2017, the Board of Directors, acting as
shareholders of the Preferred Shares and pursuant to their own
resolution, voted to increase the authorized shares of the
Corporation from 2,500,000,000 to 2,900,000,000 common shares. Such
filing was processed to be effective with the State of Florida on
March 2, 2017.





During
the nine month period ended September 30, 2017, the Company entered
into a subscription agreement to sell 17,000,000 shares of
restricted common stock to two individuals in exchange for proceeds
of $75,000. The Company also agreed that the purchaser will be
entitled to receive $500,000 of treasure of their choice after both
the Company has recovered a minimum of $1,200,000 of
artifacts/treasure and the State of Florida has received its full
share of treasure per any permits or agreements. The purchaser will
have the right to convert up to a maximum of $500,000 worth of
treasure that they have received into shares of the Company’s
restricted common stock at a discount of 10% of the average trading
price of the Company’s common stock of the previous five days
closing price provided that the Company’s common stock is
trading at or above $0.04 by providing a written notice to the
Company. The conversion option will expire eighteen months after
the Company first locates a minimum of $1,200,000 worth of
treasure. The value of the treasure will be determined by a
mutually agreed upon third party who is a recognized expert in the
valuation of historic artifacts.





During
the nine month period ended September 30, 2017, the Company entered
into a subscription agreement to sell 40,000,000 shares of
restricted common stock at a price $0.0005 share to an individual
in exchange for proceeds of $20,000. The Company also agreed that
the purchaser will be entitled to receive warrants to purchase
40,000,000 shares of the Company’s restricted common stock.
The warrants are exercisable at a price of 0.004 per share for a
period of one year from January 31, 2017.





Preferred Stock





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





Series A Preferred Stock





At
September 30, 2017 and December 31, 2016, 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.  As
of September 30, 2017, and 2016, no shares of this preferred stock
had been converted into shares of the Company’s common
stock.





Series B Preferred Stock





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








11





Warrants and Options
 
 As of
September 30, 2017 and December 31, 2016, the Company had a total
of 171,333,333 and 126,631,818 respectively, warrants outstanding
to purchase common stock with exercise prices ranging from $0.001
to $0.025 per share.


NOTE 6 - INCOME TAXES





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





For the Nine Months Ended September
30, 2017
For the Nine Months Ended September
30, 2016(34.00)%
(34.00)%(3.96
)%
(3.96
)%37.96%
37.96%(37.96
)%
(37.96
)%0.00
0.00





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





As of September 30, 2017, and December 31, 2016, the
Company’s only significant deferred income tax asset was an
estimated net tax operating loss of $13,100,000 and $12,300,000,
respectively, which is available to offset future taxable income,
if any, in future periods, subject to expiration and other
limitations imposed by the Internal Revenue Service. Management has
considered the Company's operating losses incurred to date and
believes that a full valuation allowance against the deferred tax
assets is required as of September 30, 2017 and December 31, 2016.
The Company is preparing and reviewing information for tax returns
for past years. Due to the Company’s lack of revenue since
inception, management does not anticipate that there is any income
tax liability for past years. Management has evaluated tax
positions in accordance with ASC 740 and has not identified any tax
positions, other than those discussed above, that require
disclosure.





NOTE 7 - LEASE OBLIGATION





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 with base monthly
rents of $1,252 from July 1, 2017 to June 30, 2018,
$1,289 from July 1, 2018 to June 30, 2019, and
$1,328 from July 1, 2019 to June 30, 2020. Under the terms of
the lease there may be additional fees charged above the base
monthly rental fee.





Operations House





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





NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES
PAYABLE





Upon
inception, the Company evaluates each financial instrument to
determine whether it meets the definition of “conventional
convertible” debt under ASC 470.





12





Convertible Notes Payable





The
following table reflects the convertible notes payable at September
30, 2017:





Issue Date:
Maturity Date
Principal Balance at September 30, 2017
Interest Rate
Conversion RateConvertible notes payable, in default:August 28, 2009
November 1, 2009
$4,300
10.00%
0.0150April 7, 2010
November 7, 2010
$70,000
6.00%
0.0080November 12, 2010
November 12, 2011
$40,000
6.00%
0.0050October 31, 2012
April 30, 2013
$8,000
6.00%
0.0040November 20, 2012
May 20, 2013
$50,000
6.00%
0.0050January 19, 2013
July 30, 2013
$5,000
6.00%
0.0040February 11, 2013
August 11, 2013
$9,000
6.00%
0.0060September 25, 2013
March 25, 2014
$10,000
6.00%
0.0125October 04, 2013
April 4, 2014
$50,000
6.00%
0.0125October 30, 2013
October 30, 2014
$50,000
6.00%
0.0125May 15, 2014
November 15, 2014
$40,000
6.00%
0.0070October 13, 2014
April 13, 2015
$25,000
6.00%
0.0050June 29, 2015
December 29, 2015
$25,000
6.00%
0.0030September 18, 2015
March 18, 2016
$25,000
6.00%
0.0020April 04, 2016
October 4, 2016
$10,000
6.00%
0.0010July 19, 2016
July 19, 2017
$4,000
6.00%
0.0015August 24, 2016
February 24, 2017
$20,000
6.00%
0.0010March 10, 2017
September 10, 2017
$10,000
6.00%
0.0010March 14, 2017
September 14, 2017
$15,000
6.00%
0.0015Balance

$470,300





13





Convertible notes payable - related parties, in
default:January 09, 2009
January 9, 2010
$10,000
10.00%
0.0150January 25, 2010
January 25, 2011
$6,000
6.00%
0.0050January 18, 2012
July 18, 2012
$50,000
8.00%
0.0040January 19, 2013
July 30, 2013
$15,000
6.00%
0.0040July 26, 2013
January 26, 2014
$10,000
6.00%
0.0100January 01, 2014
July 17, 2014
$31,500
6.00%
0.0060May 27, 2014
November 27, 2014
$7,000
6.00%
0.0070July 21, 2014
January 25, 2015
$17,000
6.00%
0.0080October 16, 2014
April 16, 2015
$21,000
6.00%
0.0045July 14, 2015
January 14, 2016
$9,000
6.00%
0.0030January 12, 2016
July 12, 2016
$5,000
6.00%
0.0020May 10, 2016
November 10, 2016
$5,000
6.00%
0.0005May 10, 2016
November 10, 2016
$5,000
6.00%
0.0005May 20, 2016
November 20, 2016
$5,000
6.00%
0.0005July 12, 2016
January 12, 2017
$5,000
6.00%
0.0006January 26, 2017
March 12, 2017
$5,000
6.00%
0.0005February 24, 2017
August 24, 2017
$25,000
6.00%
0.0075August 16, 2017
September 16, 2017
$3,000
6.00%
0.0008Balance

$234,500Balance, convertible notes
payable

$704,800





14





Notes Payable





The
following table reflects the notes payable at September 30,
2017:





Issue Date:
Maturity Date
Principal Balance
Interest RateNotes payable, in default:April 27, 2011
April 27, 2012
$5,000
6.00%June 23, 2011
August 23, 2011
$25,000
6.00%August 10, 2017
August 31, 2017
$2,673
6.00%Balance

$32,673Notes payable - related parties, in default:February 24, 2010
February 24, 2011
$7,500
6.00%October 6, 2015
November 15, 2015
$10,000
6.00%Balance

$17,500Balance, notes payable

$50,173





New Convertible Notes Payable and Notes Payable





During
the nine month period ended September 30, 2017 the Company entered
into the following Convertible Notes Payable and Notes Payable
Agreements:





In
January of 2017, the Company entered into a convertible promissory
note agreement in the amount of $5,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before March 12, 2017. The Company agreed to pay the related
party lender a loan origination fee of 1,000,000 shares of its
restricted common stock. The note is not secured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0005 per share. At September 30, 2017,
the loan was in default due to non-payment of principal and
interest.





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





In
March of 2017, the Company entered into a convertible promissory
note agreement in the amount of $15,000 with a corporation. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before September 10, 2017. The note
is not secured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.001 per
share. The lender received 15,000,000 warrants to purchase shares
of the Company’s common stock at a price of
$0.025.





In
March of 2017, the Company entered into a convertible promissory
note agreement in the amount of $10,000 with a corporation. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before September 10, 2017. The note
is not secured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.001 per
share. The lender received 10,000,000 warrants to purchase shares
of the Company’s common stock at a price of
$0.025.





In
March of 2017, the Company entered into a convertible promissory
note agreement in the amount of $15,000 with a corporation. This
loan pays interest at a rate of 6% per annum and the principal and
accrued interest was due on or before September 14, 2017. The note
is not secured and is convertible at the lender’s option into
shares of the Company’s common stock at a rate of $0.0015 per
share.





In
August of 2017, the Company entered into a promissory note
agreement in the amount of $2,500 with a related party. This loan
paid interest at a rate of 6% per annum and the principal and
accrued interest were due on or before August 16, 2017. The related
party lender received 250,000 shares of the Company’s
restricted common stock as a loan origination fee. The principal
balance of the note of $2,500 plus $9 of accrued interest was
repaid and the remaining balance of the note at September 30, 2017
was $0.





In
August of 2017, the Company entered into a promissory note
agreement in the amount of $2,673. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before August 31, 2017. The lender received 1,000,000 shares
of the Company’s restricted common stock as a loan
origination fee. The note is not secured.





15





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





Note Conversions





During
the nine month period ended September 30, 2017 the following notes
were converted into shares of the Company’s common
stock:





A
lender who had a convertible promissory note outstanding with a
remaining principal balance of $24,402 elected to convert the
principal balance of the note plus accrued interest and late fees
of $2,242 into 36,205,587 shares of the Company’s common
stock. The remaining principal balance of this note was $0 at
September 30, 2017.





A
lender who had a convertible promissory note outstanding with a
remaining principal balance of $25,750 elected to convert the
principal balance of the note plus accrued interest and late into
30,950,000 shares of the Company’s common stock. The
remaining principal balance of this note was $0 at September 30,
2017.





A
lender who had a convertible promissory note outstanding with a
remaining principal balance of $15,000 elected to convert the
principal balance of the note plus accrued interest of $1,328 into
15,000,000 shares of the Company’s common stock. The
remaining principal balance of this note was $0 at September 30,
2017.





Shareholder Loans





At
September 30, 2017 the Company had six loans outstanding to its CEO
totaling $20,023, consisting of a loan in the amount of $11,983
with a 6% annual rate of interest, a loan in the amount of $1,500
at 6% rate of interest and an option to convert the loan into
restricted shares of the Company’s common stock at $0.002, a
loan in the amount of $2,600 at 1% rate of interest, a loan in the
amount of $3,000 at 1% rate of interest, a loan in the amount of
$500 at 1% rate of interest, and a loan in the amount of $400 at 1%
rate of interest.





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.





NOTE 9 – MATERIAL AGREEMENTS





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





On
March 1, 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.





Exploration Permit with the Florida Division of Historical
Resources for an Area off of Melbourne Beach, Florida





On July
28, 2014, Seafarer’s Quest, LLC, received a 1A-31 Permit (the
“Permit”) from the Florida Division of Historical
Resources for an area identified off of Melbourne Beach, Florida.
This Permit became inactive on July 28, 2017 and there is no
guarantee that the permit will be renewed or expanded however the
Company has been working with the Florida Division of Historical
Resources on the renewal of the permit.





16





Exploration Permit with the Florida Division of Historical
Resources for an Area off of Melbourne Beach, Florida





On July
6, 2016, Seafarer’s Quest, LLC, received a 1A-31 Permit (the
“Permit”) from the Florida Division of Historical
Resources for a second area identified off of Melbourne Beach,
Florida. The Permit is active for three years from the date of
issuance





Certain Other Agreements





In
January of 2017, the Company entered into a subscription agreement
to sell 17,000,000 shares of restricted common stock to two
individuals in exchange for proceeds of $75,000. The Company also
agreed that the purchaser will be entitled to receive $500,000 of
treasure of their choice after both the Company has recovered a
minimum of $1,200,000 of artifacts/treasure and the State of
Florida has received its full share of treasure per any permits or
agreements. The purchaser will have the right to convert up to a
maximum of $500,000 worth of treasure that they have received into
shares of the Company’s restricted common stock at a discount
of 10% of the average trading price of the Company’s common
stock of the previous five days closing price provided that the
Company’s common stock is trading at or above $0.04 by
providing a written notice to the Company. The conversion option
will expire eighteen months after the Company first locates a
minimum of $1,200,000 worth of treasure. The value of any treasure
recovered will be determined by a mutually agreed upon third party
who is a recognized expert in the valuation of historic
artifacts.





In
January of 2017, the Company entered into a convertible promissory
note agreement in the amount of $5,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before March 12, 2017. The Company agreed to pay the related
party lender a loan origination fee of 1,000,000 shares of its
restricted common stock. The note is not secured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0005 per share.  At
September 30, 2017, the loan was in default due to non-payment of
principal and interest.





In
January of 2017, the Company entered into a subscription agreement
to sell 40,000,000 shares of restricted common stock at a price
$0.0005 share to an individual in exchange for proceeds of $20,000.
The Company also agreed that the purchaser will be entitled to
receive warrants to purchase 40,000,000 shares of the
Company’s restricted common stock. The warrants are
exercisable at a price of 0.004 per share for a period of one year
from January 31, 2017.





In
January of 2017, the Company amended an agreement with an
individual who had previously joined the Company’s advisory
council in 2016. Under the amended advisory council agreement, the
Company agreed to pay the advisor an additional 2,000,000 shares of
restricted common stock for efforts above and beyond the services
agreed to in the original advisory council agreement, in particular
advice and expertise pertaining to a certain technology that the
Company desired to utilize in its exploration operations. The
2,000,000 shares were issued to the advisor during the nine month
period ended September 30, 2017.





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





In
February of 2017, the Company entered into an agreement with a
corporation under which the corporation agreed to provide
consulting services utilizing a technology to assist the Company
with shipwreck site and artifact location and identification. The
consultant agrees to utilize the technology system at a designated
shipwreck site to ascertain and/or verify the presence of valuable
artifacts in a specific area. The Company agreed to pay the
consultant 5% royalty with a cap of $1,500,000 for anything of
value located at the site. The Company also agreed to pay the
consultant a 20% royalty from the recovery of materials located and
verified by the technology in the areas surrounding the designated
site. The Company also paid the consultant of $30,000 for the
utilization of the technology to provide the Company with specific
data under a trial survey as to the approximate location of various
items of value.





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





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





17





In
February of 2017, the Company entered into agreements with seven
separate individuals to either join or rejoin the Company’s
advisory council. Under the advisory council agreements all of the
advisors agreed to provide various advisory services to the
Company, including making recommendations for both the short term
and the long term business strategies to be employed by the
Company, monitoring and assessing the Company's business and to
advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect to the Company's
business, and providing such other advisory or consulting services
as may be appropriate from time to time. The term of each of the
advisory council agreements is for one year. In consideration for
the performance of the advisory services, the Company agreed to
issue the advisors shares of the Company’s restricted common
stock including 5,000,000 shares each to two of the advisors,
4,000,000 shares each to four of the advisors and 3,000,000 shares
to one of the advisors, an aggregate total of 22,000,000 restricted
shares. According to the agreements each of the advisors’
shares vest at a rate of 1/12th of the amount per month over the
term of the agreement.  If any of the advisors or the
Company terminates the advisory council agreements prior to the
expiration of the one year terms, then each of the advisors whose
agreement has been terminated has agreed to return to the Company
for cancellation any portion of their shares that have not vested.
Under the advisory council agreements, the Company has agreed to
reimburse the advisors for preapproved expenses.





In
March of 2017, the Company entered into a Financing and Rights
agreement with a limited liability company. The Financing and
Rights agreement contains certain conditions and contingencies that
must be met prior to the Company receiving any financing. As of the
filing date of this report the Company has not received any
financing under the agreement and it is possible that the Company
will never receive any financing under the terms of the agreement.
Under the terms of the agreement the limited liability company
agreed to provide financing for the Company for the exploration,
recovery and all other related requirements necessary for the
related permitted offshore underwater search and recovery for a
site located off of Juno Beach, Florida and several additional
sites that have been identified by a third party to Seafarer as
being located off of the East Coast of Florida in areas that would
be subject to Federal Admiralty claims should opportunities arise
for the exploration and recovery of historic shipwrecks at these
sites. The Company has agreed to enter into a separate agreement
with the third party for the specific location of the potential
additional shipwreck sites and as such the rights to these sites
that the Company may receive due its agreement with the third party
are included as a part of the Financing and Rights agreement. In
exchange for the services and rights to be provided by the Company
under its core business and such applicable rights under such
judgments and permits, the limited liability company agreed to
provide project capital for the Juno Site project in the amount of
up to $800,000, within ninety days of the approval of the recovery
permit necessary for such site. In return for such capital
contribution, the Company agreed to pay to the limited liability
company a portion of such division of artifacts, revenue. In the
event that the limited liability company has contributed capital
toward the enterprise in any amount and treasure and artifacts are
found at any time in the future under the Company or any related
party, then the limited liability company shall be entitled to a
percentage of its share of such artifacts or revenue created from
such site, so long as a minimum funding of $100,000 has been
committed in the furtherance of the recovery effort. In its sole
discretion, the limited liability company may, if it chooses to do
so, contribute such necessary capital for the necessary actions to
gain such permit for such recovery operations on such Juno Site.
The limited liability company agreed to provide the funding in
exchange for exclusive rights to portions of artifacts recovered
from such site, or revenues created from such. The agreement
further states that capital provided to the Company by the limited
liability Company shall be sued exclusively for actions or
operations on the Juno Site, unless another site is mutually agreed
upon, for dive operations, surveys and scanning as necessary, boat
and vessel expenses, compensation and site management expenses,
fuel and other related costs to the Juno Site project. The limited
liability company will have the right to withhold and approve
funding if the funding is not required for recovery operations on
the Juno Site. After a the State of Florida has taken its share of
any artifacts and treasure per any future permits or agreements for
the Juno Site, the limited liability Company will be entitled to
receive 20% of the first $10,000,000 of artifacts/treasure
recovered, 15% of the amount of any artifacts/treasure recovered
with a value greater than $10,000,000 to $50,000,000, 10% of the
amount of any artifacts/treasure recovered with a value greater
than $50,000,000 for a period of three years, and 5% of the amount
of any treasure/artifacts recovered with a value greater than
$50,000,000 for five years. Additionally, the limited liability
company has been made aware that Seafarer has had negotiations with
a separate third party for the location of several additional
shipwreck sites. The limited liability company will be given
exclusive rights to any sites that the Company gains from the third
party with the sites becoming a part of this agreement. Per the
agreement the sites are unproven, never scanned and presumed to be
unsearched and highly speculative as to whether there are any
shipwrecks or shipwreck material on the sites however such sites
are included in the Financing and Rights agreement. For any of the
sites that Seafarer acquires the rights to from the third party,
the limited liability Company will be entitled to receive 20% of
the first $10,000,000 of artifacts/treasure recovered, 15% of the
amount of any artifacts/treasure recovered with a value greater
than $10,000,000 to $50,000,000, 10% of the amount of any
artifacts/treasure recovered with a value greater than $50,000,000
for a period of three years, and 5% of the amount of any
treasure/artifacts recovered with a value greater than $50,000,000
for five years. Seafarer and the limited liability company may also
agree to revenue sharing from the sales of artifacts/treasure. If
Seafarer has not previously contracted with any party as to media
rights, then the Company and the limited liability company agreed
that the limited liability company will be allowed to make or cause
a media venture at its own expense. Each party will have portion of
the revenues from such venture from whatever source. Such media
rights are only applicable to the Juno Site and the potential third
party site projects that are subject to the Financing and Rights
agreement.





In
April of 2017, the Company entered into a one-year consulting
agreement with a limited liability company for exploration and
diving services, maintaining vessels and equipment, and providing
operational management services. The Company has agreed to issue
4,000,008 million shares valued at approximately $13,600 to the
consultant for the services. The shares vest over a one year
period. The Company also agreed to pay for the consultants'
campground and electrical services while the consultant is
performing services for the Company.





In
April of 2017, the Company entered into a consulting agreement with
an individual. Under the terms of the consulting agreement the
individual agreed to provide advice to the Company with regards to
its diving operations, for the purpose of exploring shipwrecks and
recovering artifacts and any other services that are reasonably
requested by the Company. The Company agreed to issue the
consultant 2,000,000 shares of its restricted common stock valued
at approximately $7,200.





18





In May
of 2017, the Company entered into an agreement with an individual
who possesses an archeological background to join the
Company’s advisory council. Under the terms of the advisory
council agreement the advisor agreed to provide various advisory
services to the Company, including making recommendations for both
the short term and the long term business strategies to be employed
by the Company, monitoring and assessing the Company's business and
to advise the Company’s Board of Directors with respect to an
appropriate business strategy on an ongoing basis, commenting on
proposed corporate decisions and identifying and evaluating
alternative courses of action, making suggestions to strengthen the
Company's operations, identifying and evaluating external threats
and opportunities to the Company, evaluating and making ongoing
recommendations to the Board with respect to the Company's
business, and providing such other advisory or consulting services
as may be appropriate from time to time. The term of the advisory
council agreements is for one year. In consideration for the
performance of the advisory services, the Company agreed to issue
the advisor 2,000,000 shares of the Company’s restricted
common stock valued at approximately $5,000. Per the terms of the
agreement the shares vest at a rate of 1/12th of the amount per
month over the term of the agreement.  If the advisor or
the Company terminates the advisory council agreement prior to the
expiration of the one year terms, then the advisor has agreed to
return to the Company for cancellation any portion of the shares
that have not vested. Under the advisory council agreements, the
Company has agreed to reimburse the advisor for preapproved
expenses.





In May
of 2017 the Company agreed to issue one of its legal advisors
7,500,000 shares of restricted common stock for the performance of
various past legal and consulting services.





In July
of 2017, the Company entered into a consulting agreement with an
individual. Under the terms of the consulting agreement the
individual agreed to provide services to the Company with regards
to motivational speeches to shareholders, officers, and independent
contractors. The term of the agreement is open ended and the
Company agreed to issue the consultant 1,000,000 shares of its
restricted common stock valued at approximately
$1,600.





In July
of 2017, the Company entered into a consulting agreement with an
individual. Under the terms of the consulting agreement the
individual agreed to provide web development services to the
Company. The term of the agreement is for 45 days and the Company
agreed to issue the consultant 2,000,000 shares of its restricted
common stock valued at approximately $3,200.





In
August of 2017, the Company entered into an agreement with an
individual to join the Company’s advisory council. Under the
terms of the advisory council agreement the advisor agreed to
provide various advisory services to the Company, including making
recommendations for both the short term and the long term business
strategies to be employed by the Company, monitoring and assessing
the Company's business and to advise the Company’s Board of
Directors with respect to an appropriate business strategy on an
ongoing basis, commenting on proposed corporate decisions and
identifying and evaluating alternative courses of action, making
suggestions to strengthen the Company's operations, identifying and
evaluating external threats and opportunities to the Company,
evaluating and making ongoing recommendations to the Board with
respect to the Company's business, and providing such other
advisory or consulting services as may be appropriate from time to
time. The term of the advisory council agreements is for one year.
In consideration for the performance of the advisory services, the
Company agreed to issue the advisor 2,000,000 shares of the
Company’s restricted common stock valued at approximately
$3,800 upon execution of the agreement and an additional 2,000,000
shares of common stock 30 days after the execution of the
agreement. Under the advisory council agreements, the Company has
agreed to reimburse the advisor for preapproved
expenses.





In
August of 2017, the Company agreed to issue 500,000 shares of its
restricted common stock valued at approximately $550 to an
individual as compensation for damage done to the
individual’s vessel by one of the Company’s vessels
during a storm.





In
September of 2017, the Company entered into an agreement with an
individual to join the Company’s advisory council. Under the
terms of the advisory council agreement the advisor agreed to
provide various advisory services to the Company, including making
recommendations for both the short term and the long term business
strategies to be employed by the Company, monitoring and assessing
the Company's business and to advise the Company’s Board of
Directors with respect to an appropriate business strategy on an
ongoing basis, commenting on proposed corporate decisions and
identifying and evaluating alternative courses of action, making
suggestions to strengthen the Company's operations, identifying and
evaluating external threats and opportunities to the Company,
evaluating and making ongoing recommendations to the Board with
respect to the Company's business, and providing such other
advisory or consulting services as may be appropriate from time to
time. The term of the advisory council agreements is for one year.
In consideration for the performance of the advisory services, the
Company agreed to issue the advisor 1,000,000 shares of the
Company’s restricted common stock valued at approximately
$1,800. Per the terms of the agreement the shares vest at a rate of
1/12th of the amount per month over the term of the
agreement.  If the advisor or the Company terminates the
advisory council agreement prior to the expiration of the one year
terms, then the advisor has agreed to return to the Company for
cancellation any portion of the shares that have not vested. Under
the advisory council agreements, the Company has agreed to
reimburse the advisor for preapproved expenses.





The
Company has a verbal agreement with a limited liability company
that is controlled by a person who is related to the
Company’s CEO to pay the related party consultant a minimum
of $3,000 per month to provide general business consulting and
assessing the Company's business and to advise management with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions, perform period
background research including background checks and provide
investigative information on individuals and companies and to
occasional assist 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.





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, 2017, the Company owed the related
party limited liability company $1,345 for transfer agency services
rendered and fees.





The
Company has an agreement to pay an individual a minimum monthly fee
of $1,500 per month for archeological consulting
services.





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





19





NOTE 10 – LEGAL PROCEEDINGS





On
March 23, 2016 the Board of Directors signed a universal settlement
agreement with the Plaintiffs in the litigation matters of
Micah Eldred, et al., v. Seafarer
Exploration, et al. , Hillsborough County, Florida, Case No.
09-CA-30763, and Micah Eldred v.
Seafarer Exploration Corp., et al., Hillsborough County,
Florida , Case No. 14-CA-5360, and in the matter of
Seafarer Exploration, et al. v.
Micah Eldred, et al., Hillsborough County, Florida, Court of
Appeals Case No. 14-2884, specifically: Micah Eldred, Michael
Daniels, Diane J. Harrison, James Eldred, Mary R. Eldred, Michole
Eldred, Nathan Eldred, Toni A. Eldred, Toni A. Eldred FBO Jordan
Gratton, Toni A. Eldred FBO Justin Gratton, Vanessa A Verbosh,
Oksana Savchenko, Matthew J. Presy, Olessia Kritskaia, Ekaterina
Messinger, Abby Lord, Ioulia Hess, Anna Krokhina, George Linder,
Christine Zitman, Carl Dilley, Heather Dilley, Robert Lizzano,
Elizabeth Lizzano, Karen Lizzano, Susan Miller, Jillian Mally,
Michael Mona, Alan Wolper, Sarah Wolper, Alan Wolper FBO Michael
Wolper, Spartan Securities Group, Ltd., and Am Asia Consulting
entered into the settlement agreement with Seafarer. An earlier
named party, CADEF, The Childhood Autism Foundation, Inc., had
previously entered into a settlement agreement and is no longer a
party in the Litigation.





The
settlement called for both cases to be dismissed, with prejudice,
and the Plaintiffs in case number 09-CA-30763 agreed to surrender
and cancel all of their 32,300,000 shares of restricted common
stock which were returned to the treasury of the Corporation. All
such shares have been returned for cancellation. On March 23, 2016
Seafarer CEO signed the resolution to cancel the 32,300,000 shares
and instructed the transfer agent ClearTrust LLC to cancel the
shares and return them to treasury for the benefit of Seafarer thus
reducing the number of outstanding shares by 32,300,000 shares. At
the present time the dismissal has been filed and the case closed,
with all shares cancelled.





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 September 14, 2017, the Clerk of Court entered default
judgment for Seafarer, and on October 8, 2017, Seafarer filed a
motion for court default and final judgment, which Order is
currently pending before the Court. Seafarer expects final judgment
with a short time frame as to such claim.





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 questioned
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 24
th 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 2017.





NOTE 12 – RELATED PARTY TRANSACTIONS





During
the nine month period ended September 30, 2017 the Company has had
extensive dealings with related parties including the
following:





In
January of 2017, the Company entered into a convertible promissory
note agreement in the amount of $5,000 with an individual who is
related to the Company’s CEO. This loan pays interest at a
rate of 6% per annum and the principal and accrued interest was due
on or before March 12, 2017. The Company agreed to pay the related
party lender a loan origination fee of 1,000,000 shares of its
restricted common stock. The note is not secured and is convertible
at the lender’s option into shares of the Company’s
common stock at a rate of $0.0005 per share.  At
September 30, 2017 the loan was in default due to non-payment of
principal and interest.





20





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





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





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





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





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





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





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





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





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





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





In
August of 2017, the Company entered into a promissory note
agreement in the amount of $2,500 with a related party. This loan
paid interest at a rate of 6% per annum and the principal and
accrued interest were due on or before August 16, 2017. The related
party lender received 250,000 shares of the Company’s
restricted common stock as a loan origination fee. The principal
balance of the note of $2,500 plus $9 of accrued interest was
repaid and the remaining balance of the note at September 30, 2017
was $0.





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





The
Company has a verbal agreement with a limited liability company
that is controlled by a person who is related to the
Company’s CEO to pay the related party consultant a minimum
of $3,000 per month to provide general business consulting and
assessing the Company's business and to advise management with
respect to an appropriate business strategy on an ongoing basis,
commenting on proposed corporate decisions, perform period
background research including background checks and provide
investigative information on individuals and companies and to
occasional assist 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.





21





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, 2017, the Company owed the related
party limited liability company $1,345 for transfer agency services
rendered and fees.





At September 30, 2017 the following promissory notes and loans were
outstanding to related parties:





A
convertible note payable dated January 9, 2009 due to a person
related to the Company’s CEO with a face amount of $10,000.
This note bears interest at a rate of 10% per annum with interest
payments to be paid monthly and is convertible at the note
holder’s option into the Company’s common stock at
$0.015 per share.  The convertible note payable was due
on or before January 9, 2010 and is secured.  This note
is currently in default due to non-payment of principal and
interest.





A
convertible note payable dated January 25, 2010 in the principal
amount of $6,000 with a person who is related to the
Company’s CEO. This loan pays interest at a rate of 6% per
annum and the principal and accrued interest were due on or before
January 25, 2011. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.005 per share. This note is currently in
default due to non-payment of principal and interest.





A note
payable dated February 24, 2010 in the principal amount of $7,500
with a corporation. The Company’s CEO was previously a
director of the corporation. The loan is not secured and pays
interest at a rate of 6% per annum and the principal and accrued
interest were due on or before February 24, 2011. This note is
currently in default due to non-payment of principal and
interest.





A
convertible note payable dated January 18, 2012 in the amount of
$50,000 with two individuals who are related to the Company’s
CEO. This loan pays interest at a rate of 8% per annum and the
principal and accrued interest were due on or before July 18, 2012.
The note is secured and is convertible at the lender’s option
into shares of the Company’s common stock at a rate of $0.004
per share. The note is currently in default due to non-payment of
principal and interest.





A
convertible note payable dated January 19, 2013 due to a person
related to the Company’s CEO with a face amount of $15,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.004 per
share.  The convertible note payable was due on or before
July 30, 2013 and is not secured.  The note is currently
in default due to non-payment of principal and
interest.





A
convertible note payable dated July 26, 2013 due to a person
related to the Company’s CEO and a member of the
Company’s Board of Directors with a face amount of $10,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.01 per
share.  The convertible note payable was due on or before
January 26, 2014 and is not secured.  The note is
currently in default due to non-payment of principal and
interest.





A
convertible note payable dated January 17, 2014 due to a person
related to the Company’s CEO with a face amount of $31,500.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.006 per
share.  The convertible note payable is due on or before
July 17, 2015 and is not secured. The note is currently in
default due to non-payment of principal and interest.





A
convertible note payable dated May 27, 2014 due to a person related
to the Company’s CEO with a face amount of $7,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.007 per share.  The
convertible note payable was due on or before November 27, 2014 and
is not secured. The note is currently in default due to
non-payment of principal and interest.





A
convertible note payable dated July 21, 2014 due to a person
related to the Company’s CEO with a face amount of $17,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.008 per share.
The convertible note payable was due on or before January 25, 2015
and is not secured. The note is currently in default due to
non-payment of principal and interest.





A
convertible note payable dated October 16, 2014 due to a person
related to the Company’s CEO with a face amount of $21,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0045 per
share.  The convertible note payable was due on or before
April 16, 2015 and is not secured.  The note is currently
in default due to non-payment of principal and
interest.





22





A
convertible note payable dated July 14, 2015 due to a person
related to the Company’s CEO with a face amount of $9,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0030 per
share.  The convertible note payable was due on or before
January 14, 2016 and is not secured.  The note is
currently in default due to non-payment of principal and
interest.





A note
payable dated October 6, 2015 in the principal amount of $10,000
due to a person who is related to the Company’s CEO and a
member of the Company’s Board of Directors. The loan is not
secured and pays interest at a rate of 6% per annum and the
principal and accrued interest was due on or before November 11,
2015. This note is currently in default due to non-payment of
principal and interest.





A
convertible note payable dated January 12, 2016 due to a person
related to the Company’s CEO with a face amount of $5,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0020 per
share.  The convertible note payable was due on or before
July 12, 2016 and is not secured.  The note is currently
in default due to non-payment of principal and
interest.





A
convertible note payable dated May 10, 2016 due to a person related
to the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share.  The
convertible note payable was due on or before November 10, 2016 and
is not secured.  The note is currently in default due to
non-payment of principal and interest.





A
convertible note payable dated May 10, 2016 due to a person who is
related to the Company’s CEO and a member of the
Company’s Board of Directors with a face amount of $5,000.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0005 per
share.  The convertible note payable was due on or before
November 10, 2016 and is not secured.  The note is
currently in default due to non-payment of principal and
interest.





A
convertible note payable dated May 20, 2016 due to a person related
to the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share.  The
convertible note payable was due on or before November 20, 2016 and
is not secured.  The note is currently in default due to
non-payment of principal and interest.





A
convertible note payable dated July 12, 2016 due to a person
related to the Company’s CEO with a face amount of $2,400.
This note bears interest at a rate of 6% per annum with accrued
interest to be paid at the time that the principal balance is
repaid or the note is converted into shares of the Company’s
common stock. The note is convertible at the note holder’s
option into the Company’s common stock at $0.0006 per
share.  The convertible note payable was due on or before
January 12, 2017 and is not secured. The note is currently in
default due to non-payment of principal and interest.





A loan
in the amount of $11,983 due to the Company’s CEO. The loan
is not secured and pays interest at a 6% per annum.





A loan
in the amount of $1,500 due to the Company’s CEO. The loan is
not secured and pays interest at a 2% per annum. After the loan has
aged for six months from December 16, 2016 the lender has the right
to convert the loan into shares of the Company’s restricted
common shares at a rate of $0.005 per share.





A
convertible loan dated January 26, 2017 due to a person related to
the Company’s CEO with a face amount of $5,000. This note
bears interest at a rate of 6% per annum with accrued interest to
be paid at the time that the principal balance is repaid or the
note is converted into shares of the Company’s common stock.
The note is convertible at the note holder’s option into the
Company’s common stock at $0.0005 per share.  The
convertible note payable was due on or before March 12, 2017 and is
not secured.  The note is currently in default due to
non-payment of principal and interest.





A
convertible note payable dated February 14, 2017 in the principal
amount of $25,000 due to a person who is related to the
Company’s CEO and a member of the Company’s Board of
Directors. This loan pays interest at a rate of 6% per annum and
the principal and accrued interest were due on or before August 14,
2017. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.00075 per share.  The note is
currently in default due to non-payment of principal and
interest.





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





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





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





23





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





A
convertible note payable dated August 16, 2017 in the principal
amount of $3,000 due to a person who is related to the
Company’s CEO and a member of the Company’s Board of
Directors. This loan pays interest at a rate of 6% per annum and
the principal and accrued interest were due on or before September
16, 2017. The note is not secured and is convertible at the
lender’s option into shares of the Company’s common
stock at a rate of $0.008 per share.  The note is
currently in default due to non-payment of principal and
interest.





NOTE 12 – SUBSEQUENT EVENTS





The
Company sold 7,200,000 shares of restricted common stock for
proceeds of $5,400, used for general working capital
purposes.


(unaudited)
























































24





Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations





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 financial statements, the related notes
and with the understanding that the Company’s actual future
results may be materially different from what is currently expected
or projected by the Company.





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





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





Overview





General





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





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





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





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





Underwater
recovery operations are inherently difficult and dangerous and may
be delayed or suspended by inclement weather, sea conditions or
other natural hazards. In addition, even though sea conditions in a
particular search location may be somewhat predictable, the
possibility exists that unexpected conditions may occur, and
already have occurred, that adversely affect the Company’s
operations. 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 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.





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.





25





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





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





There
are a number of significant issues and challenges including, but
not limited to, government regulation and/or the Company’s
inability to secure permits and contracts, lack of financing, lack
of revenue and cash flow and continued losses from operations that
make the exploration and recovery of historic shipwrecks
a speculative business venture 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.





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 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.





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





Plan of Operation





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





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





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





26








●
Although
the Company has not generated revenues to date, our business goals
continue to evolve. Relationships are being developed with foreign
dignitaries and scientists around the world, as well as with for
profit companies.





●
The
Company continues to review revenue producing opportunities
including joint ventures with other companies.●
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 has evaluated various opportunities to enter into
agreements or contracts to conduct exploration and recovery
operations at known historic shipwreck locations or potential
locations. The Company has previously spent some of its efforts
exploring what it believes is a historic shipwreck site located off
of Juno Beach, Florida. As previously noted on its form 8-K filed
on May 9, 2011, the Company and Tulco Resources received a 1A-31
Recovery Permit from the Florida Division of Historical Resources.
The Recovery Permit was active through April 25, 2014. The Permit
authorized Seafarer to dig and recover artifacts from the
designated site at Juno Beach, Florida. It will be necessary for
the Company to obtain a renewal to the Recovery Permit for the Juno
Beach shipwreck site in order to continue to perform exploration
and recovery work at the site after April 25, 2014. The potential
renewal permit has not been issued as of the filing of this report
and is currently on hold and cannot be issued until certain legal
requirements including a federal admiralty claim have been
finalized and an updated recovery application has been submitted. A
motion for a federal admiralty claim has been granted and the U.S.
Marshal’s office has been ordered by the federal judge to
arrest the Juno site to Seafarer. The Juno site was arrested
permanently to Seafarer by the U.S. Marshal’s offices on July
7, 2017 and such notice was given to the Federal Judge presiding in
the case for a final order. The federal judge has also granted both
motions filed by Seafarer to assign the site to Seafarer in
perpetuity and have the Company act as custodian to all artifacts
recovered from the site. As of the filing date of this report
Seafarer has not received the final order regarding the federal
admiralty claim.





There
is a purported historic shipwreck site in the waters off of
Melbourne Beach Florida that the Company has been investigating. In
February 2013, the Company signed an agreement with a third party
who had previously explored this site for the right to investigate
the site. On March 1, 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. Further actions toward expanding
the permitted area have been taken for such site. 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 this particular
site.





On July
28, 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 and is currently in a renewal stage. 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 and will likely continue to
hamper operations in the future. An archeologist with the technical
skills, knowledge, and experience from around the world was hired
to help insure the integrity of the work. The Company has applied
for permits from the State of Florida for additional areas that
were formerly permitted solely by an affiliate of Marine
Archeological Partners, LLC. A Permit for one of the additional
areas was given to the Company on July 6th , 2016 and
identified as Area 1. Area 1 has become the Company’s primary
focus because of mag survey work and the amount of shipwreck
material found there.





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





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





Limited Operating History





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





At
September 30, 2017, the Company had a working capital deficit of
$1,034,437. 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.





27





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, 2017.





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





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





Summary of Nine Months Ended September 30, 2017 Results of
Operations





The Company’s net loss for the nine month period ended
September 30, 2017 was $822,878 as compared to a net loss of
$1,192,443 during the nine month period ended September 30, 2016.
The 31% decrease in the net loss for the nine month period ended
September 30, 2017 was primarily attributable to significant
decrease in interest expense. Interest expense for the nine month
period ended September 30, 2017 was $239,708 versus $618,092 for
the same period in 2016. Interest expense decreased in by
approximately 61% in 2017 due to the impact of fair value
measurement of various convertible notes. During the nine month
period ended September 30, 2017, the Company incurred consulting
related expenses of $307,279 versus $338,144 during the nine month
period ended September 30, 2016, a decrease of approximately 9%.
The approximate 9% decrease in consulting and contractor fees in
2017 was largely due to less stock based compensation paid for
services. During the nine month period ended September 30, 2017 the
Company incurred vessel related expenses of $63,947 versus $18,901
during the same period in 2016. During 2017 the Company’s
main salvage vessel required extensive repairs and increased
maintenance, while there were not any major maintenance issues or
repairs to its main salvage vessel during the nine month period
ended September 30, 2016. The general and administrative expenses
for the period ended September 30, 2017 were $54,834 compared to
$42,101 for the period ended September 30, 2016, an increase of
approximately 30%. Surveying and site mapping expense was $15,660
during the nine month period ended September 30, 2017 as compared
to $0 during the same period in 2016. In 2017 the Company paid a
third party to provide proprietary information regarding locations
of potential shipwreck material using a satellite based technology.
During the nine month period ended September, 2017 the Company
incurred professional fees related expenses of $52,654 versus
$78,191 during the nine month period September 30, 2016, a decrease
of approximately 32.7%. The decrease in professional fees was
primarily due to the Company paying less in legal fees due to the
settlement of a lawsuit in 2016. Travel and entertainment expenses
for the nine month period ended September 30, 2017 were $29,962
versus $44,949 for the nine month period ended September 30, 2016,
a decrease of approximately 33%. Rent expense was $30,708 in 2017
versus $26,577 in 2016, an approximate increase of 15.5%
year-over-year. The increase in rent expense during 2017 was mostly
due to the Company paying lot rental fees for independent
contractors working in the Company’s diving operations in
lieu of hotel rooms.





Summary of Three Months Ended September 30, 2017 Results of
Operations





The Company’s net loss for the three month period ended
September 30, 2017 was $262,042 as compared to a net loss of
$685,265 during the three month period ended September 30, 2016, a
decrease of approximately 624%.The decrease in the net loss for the
three month period ended September 30, 2017 was primarily
attributable to significant decrease in interest expense. Interest
expense for the three month period ended September 30, 2017 was
$50,023 versus $414,633 for the three month period ended September
30, 2016. The approximate 88% decrease in interest expense was due
to the impact of the fair value measurement adjustments on several
convertible promissory notes. During the three month period ended
September 30, 2017, the Company incurred consulting and independent
contractor related expenses of $120,322 versus $166,803 during the
three month period ended September 30, 2016, a decrease of
approximately 28%. The 28% decrease in consulting and independent
contractor related expenses was 2017 was largely a result of a
decrease in the amount of fewer shares of stock paid out to
independent contractors and consultants in 2017. During the three
month period ended September 30, 2017, the Company incurred
professional fees of $30,450 as compared to $30,521 during the
three month period ended September 30, 2016. During the three month
period ended September 30, 2017, the Company incurred vessel
related expenses of $19,558 versus $13,958 during the three month
period ended September 30, 2016, an increase of approximately 40%.
As the Company ramped up operations in 2017 its main salvage vessel
required extensive repair and maintenance work. The Company had
extensive repair and maintenance work completed on its main salvage
vessel in 2017and additionally the vessel suffered damage in a
storm that required additional previously unforeseen repairs. The
Company did not incur significant expenses for repairs to the main
salvage vessel during the three month period ended September 30,
2016, however the Company believes more extensive repairs and/or
maintenance will be needed in the foreseeable future on both the
main salvage vessel and other vessels that the Company intends to
utilize in its exploration efforts. During the three month period
ended September 30, 2017, the Company incurred travel and
entertainment expenses of $11,963 versus $27,662 during the three
month period ended September 30, 2016, a decrease of approximately
56.8%. The decrease in travel and entertainment expenses in 2017was
generally due to the Company notpay for hotel lodging expenses on a
regular basis for some of its independent contract divers and
operations personnel as a result of renting an operations house
where personnel are able to stay while performing services for the
Company as well as paying for lot rental for some operations
personnel in lieu of hotel rooms as well as efforts to keep overall
costs down. During the three month period ended September 30, 2017,
the Company’s general and administrative expenses were $8,383
as compared to $12,675 during the three month period ended
September 30, 2016, a decrease of approximately
34%.





Liquidity and Capital Resources





At September 30, 2017, we had cash in the bank of $0. During the
nine month period ended September 30, 2017 we incurred a net loss
of $822,878. At September 30, 2017, we had $57,505 in current
assets and $1,091,942 in current liabilities, leaving us a working
capital deficit of $1,034,437.








28





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 period
ended September 30, 2017. 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 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 does not generate any revenues and does
not expect to generate revenues for the foreseeable future the
Company must rely on outside equity and debt funding. The
combination of the ongoing operational, even during times when
there is little 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.





Lack of Revenues and Cash Flow/Significant Losses from
Operations





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





The
Company relies on outside financing in the form of equity and debt
and it is possible that the Company may not be able to obtain
outside financing in the future. If the Company is not able to
obtain financing it would more than likely be forced to cease
operations and all of the capital that has been invested in or
borrowed by the Company would be lost. If the Company is unable to
secure additional financing, our business may fail or our operating
results and our stock price may be materially adversely affected.
The raising of additional financing would in all likelihood result
in dilution or significant reduction in the value of the
Company’s securities.





The
Company may not be able to continue as a going concern. If the
Company is not able to continue as a going concern, it is highly
likely that all capital invested in the Company or borrowed by the
Company will be lost. The report of our independent auditors for
the years ended December 31, 2017 and 2016 raises substantial doubt
as to our ability to continue as a going concern. As discussed in
Note 2 to our financial statements for the nine month periods ended
September 30, 2017 and 2016, we have experienced operating losses
in every year since our inception resulting in an accumulated
deficit. Our financial results as of September 30, 2017 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.





The
Company has experienced a net loss in every fiscal year since
inception. The Company’s losses from operations were $580,532
for the nine month period ended September 30, 2017 and $574,351 for
the nine month period ended September 30, 2016. 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 very speculative
with a very high chance of a total loss of all invested
capital.





29





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 financial statements, which have been
prepared in accordance with accounting principles generally
accepted in the United States of America.  The
preparation of these financial statements requires us to make
estimates and judgments which affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities (see Note 3, Summary of
Significant Accounting Policies, contained in the notes to the
Company’s financial statements for the periods ended
September 30, 2017 and 2016).  On an ongoing basis, we
evaluate our estimates.  We base our estimates on
historical experience and on various other assumptions which we
believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value
of assets and liabilities which are not readily apparent from other
sources.  Actual results may differ from these estimates
based upon different assumptions or conditions; however, we believe
that our estimates are reasonable.





Management
is aware that certain changes in accounting estimates employed in
generating financial statements can have the effect of making the
Company look more or less profitable than it actually
is.  Management does not believe that 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.





30





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, 2017.  Based on this evaluation, management
concluded that our financial disclosure controls and procedures
were not effective so as to timely record, process, summarize and
report financial information required to be included on our
Securities and Exchange Commission (“SEC”) reports due
to the Company’s limited internal resources and lack of
ability to have multiple levels of transaction
review.  However, as a result of our evaluation and
review process, management believes that the financial statements
and other information presented herewith are materially
correct.





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,
2017 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.





31





(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,
2017.








Part II. Other Information





Item 1. Legal Proceedings





On
March 23, 2016 the Board of Directors signed a universal settlement
agreement with the Plaintiffs in the litigation matters of
Micah Eldred, et al., v. Seafarer
Exploration, et al. , Hillsborough County, Florida, Case No.
09-CA-30763, and Micah Eldred v.
Seafarer Exploration Corp., et al., Hillsborough County,
Florida , Case No. 14-CA-5360, and in the matter of
Seafarer Exploration, et al. v.
Micah Eldred, et al., Hillsborough County, Florida, Court of
Appeals Case No. 14-2884, specifically: Micah Eldred, Michael
Daniels, Diane J. Harrison, James Eldred, Mary R. Eldred, Michole
Eldred, Nathan Eldred, Toni A. Eldred, Toni A. Eldred FBO Jordan
Gratton, Toni A. Eldred FBO Justin Gratton, Vanessa A Verbosh,
Oksana Savchenko, Matthew J. Presy, Olessia Kritskaia, Ekaterina
Messinger, Abby Lord, Ioulia Hess, Anna Krokhina, George Linder,
Christine Zitman, Carl Dilley, Heather Dilley, Robert Lizzano,
Elizabeth Lizzano, Karen Lizzano, Susan Miller, Jillian Mally,
Michael Mona, Alan Wolper, Sarah Wolper, Alan Wolper FBO Michael
Wolper, Spartan Securities Group, Ltd., and Am Asia Consulting
entered into the settlement agreement with Seafarer. An earlier
named party, CADEF, The Childhood Autism Foundation, Inc., had
previously entered into a settlement agreement and is no longer a
party in the Litigation.





The
settlement called for both cases to be dismissed, with prejudice,
and the Plaintiffs in case number 09-CA-30763 agreed to surrender
and cancel all of their 32,300,000 shares of restricted common
stock which were returned to the treasury of the Corporation. All
such shares have been returned for cancellation. On March 23, 2016
Seafarer CEO signed the resolution to cancel the 32,300,000 shares
and instructed the transfer agent ClearTrust LLC to cancel the
shares and return them to treasury for the benefit of Seafarer thus
reducing the number of outstanding shares by 32,300,000 shares. At
the present time the dismissal has been filed and the case closed,
with all shares cancelled.





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 September 14, 2017, the Clerk of Court entered default
judgment for Seafarer, and on October 8, 2017, Seafarer filed a
motion for court default and final judgment, which Order is
currently pending before the Court. Seafarer expects final judgment
with a short time frame as to such claim.





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 questioned
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 24
th 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 2017.the motion for summary judgment
which has not been set for hearing. The Company will be attempting
to set such matter for trial during 2017.





32








Item 1A. Risk Factors





Not
required for smaller reporting companies.





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





During
the three month period ended September 30, 2017, the Company issued
or agreed to issue 6,000,000 shares of its restricted common stock
for business advisory services, etc. The Company also issued or
agreed to issue 1,250,000 shares of its restricted common shares as
loan origination fees, including 250,000 shares to a related party
lender. The Company also issued 500,000 shares of its restricted
common stock as compensation for damage done by its salvage vessel
to another vessel during a storm. 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.





On
various dates during the three month period ended September 30,
2017, the Company entered into subscription agreements to sell
130,333,333 shares of its restricted common stock in exchange for
proceeds of 114,900. The proceeds received were used for general
corporate purposes, working capital and the repayment of
debt.





Exemptions from Registration for Sales of Restricted
Securities.





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





Issuance of Securities Due to Conversion of Notes and
Debt





During
the three month period ended September 30, 2017, the holder of a
promissory notes with a remaining principal balance of $15,000
elected to convert all of the balance of the notes plus $1,328 of
accrued interest into 15,000,000 shares of the Company’s
common stock. The Company believes that the offer and sale of these
securities were exempt from the registration requirements of the
Securities Act pursuant to Sections 3(a)(9) under the Securities
Act of 1933, as amended.





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. Submission of Matters to a Vote of Security
Holders





None.





Item 5. Other Information





None











33





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.






























































34





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, 2017
By:
/s/ Kyle KennedyKyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer and Principal Accounting Officer)








Date:
November 14, 2017
By:
/s/ Charles BranscumCharles
Branscum, Director








Date:
November 14, 2017
By:
/s/ Robert L. KennedyRobert
L. Kennedy, Director












































35