10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

Amendment No. 1

(Mark One)

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

For the quarterly period ended March 31, 2015

or

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

For the transition period from _________ to __________.

Commission File Number 000-29461

SEAFARER EXPLORATION CORP.

(Exact name of registrant as specified in its charter)

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 þ No o

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

Yes þ No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(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  o No þ

As of May 13, 2015, there were 1,079,181,841 shares of the registrant’s common stock, $.0001 par value per share, outstanding.

2

EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to Seafarer Exploration Corp's Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the Securities and Exchange Commission on May 15, 2015 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

3

Item 6. Exhibits

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

Exhibit Number	Description
** 31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and  Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
** 32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities and  Exchange Act of 1934, as amended, and 18 U.S.C. 1350, as adopted pursuant to 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

* Furnished herewith.

** Previously filed.

4

SIGNATURE

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

	Seafarer Exploration Corp.
Date: May 21 , 2015	By:	/s/ Kyle Kennedy
		Kyle Kennedy President, Chief Executive Officer, and Chairman of the Board (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: May 21 , 2015	By:	/s/ Chuck Branscomb
		Chuck Branscomb, Director

Date: May 21 , 2015	By:	/s/ Robert L. Kennedy
		Robert L. Kennedy, Director

5

XML

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Summary of effect on earnings (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Face value of the convertible notes payable	$ 149,500
Interest expense to record the convertible notes at fair value on the date of issuance	105,117
Interest expense to mark to market the convertible notes	15,504
Fair Value	$ 270,121

XML

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accounting Policies [Abstract]
Depreciation expense	$ 8,496	$ 8,496

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RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Jan. 31, 2015	Oct. 16, 2014	Jul. 21, 2014	May 27, 2014	Jan. 17, 2014	Jul. 26, 2013	Jan. 19, 2013	Jan. 18, 2012	Feb. 24, 2010	Jan. 25, 2010	Jan. 09, 2009
Notes to Financial Statements
Short term loan from related party shareholder	$ 2,900
Restricted shares of common stock to be paid to the Director		8,000,000
Convertible note payable, amount			21,000	17,000	7,000	31,500	10,000	15,000	50,000	7,500	6,000	10,000
Convertible note payable, interest rate per annum			6.00%	6.00%	6.00%	6.00%	6.00%	6.00%	8.00%	6.00%	6.00%	10.00%
Convertible note payable, common stock price per share			$ 0.0045	$ 0.008	$ 0.007	$ 0.006	$ 0.01	$ 0.004	$ 0.004		$ 0.005	$ 0.015
Payment to related party consultant per month	3,000
Compensation to related party consultant, for three months	5,000
Outstanding debt related to legal fees		62,936
Shares issued to vendor for outstanding debt	15,734,068
Vendor entitled to common stock, until debt is paid in full, Shares	5,000,000
Subscription agreement, shares		350,000
Subscription agreement, price per share		$ 0.0032
Subscription agreement, proceeds received		1,120
Payment to transfer agency	$ 13,492

XML

LOSS PER SHARE

3 Months Ended

Mar. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

LOSS PER SHARE

NOTE 4 - LOSS PER SHARE

Components of loss per share for the three months ended March 31, 2015 and 2014 are as follows:

	For the Three Months Ended March 31, 2015			For the Three Months Ended March 31, 2014
Net loss attributable to common stockholders	$	( 62,230	)	$	(535,743	)
Weighted average shares outstanding:
Basic and diluted		1,047,757,152			865,882,776
Loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)

XML

INCOME TAXES (Details Narrative) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Net tax operating loss	$ 10,237,000	$ 10,175,000

XML

INCOME TAXES - Schedule of Effective Income Tax Rate (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Income tax at federal statutory rate	(34.00%)	(34.00%)
State tax, net of federal effect	(3.96%)	(3.96%)
Income taxes	37.96%	37.96%
Valuation allowance	(37.96%)	(37.96%)
Effective rate	0.00%	0.00%

XML

LEASE OBLIGATION (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015 sqft	Jun. 30, 2014 sqft
Base monthly rent	$ 13,938	$ 5,876
Corporate Office
Base monthly rent			$ 1,235	$ 1,200
Office space, area			823	823

XML

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Convertible Notes Payable (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Convertible notes payable, Interest rate	0.00%
Convertible notes payable, Conversion rate		$ 35,000
Convertible notes payable, Unamortized discount	$ (4,167)
Convertible notes payable, Total	20,833
Convertible notes payable, in default, Total	341,300
Convertible notes payable - related parties, in default, Total	146,500
Convertible notes payable - related party, Unamortized discount	(3,500)
Convertible notes payable - related parties, Total	17,500
Notes Issued Oct 13, 2014
Convertible notes payable, Maturity date	Apr. 13, 2015
Convertible notes payable	25,000
Convertible notes payable, Interest rate	6.00%
Convertible notes payable, Conversion rate	$ 0.0050
Notes Issued Oct 31, 2012
Convertible notes payable, in default, Maturity date	2013-04-30
Convertible notes payable, in default	8,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0040
Notes Issued Jul 16, 2012
Convertible notes payable, in default, Maturity date	2013-07-30
Convertible notes payable, in default	5,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0050
Notes Issued Nov 20, 2012
Convertible notes payable, in default, Maturity date	2013-05-20
Convertible notes payable, in default	50,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0050
Notes Issued Jan 19, 2013
Convertible notes payable, in default, Maturity date	2013-07-30
Convertible notes payable, in default	5,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0040
Convertible notes payable - related parties, in default, Maturity date	Jul. 30, 2013
Convertible notes payable - related parties, in default	15,000
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0040
Notes Issued Feb 11, 2013
Convertible notes payable, in default, Maturity date	2013-08-11
Convertible notes payable, in default	9,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0060
Notes Issued Sep 25, 2013
Convertible notes payable, in default, Maturity date	2014-03-25
Convertible notes payable, in default	10,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0125
Notes Issued Aug 28, 2009
Convertible notes payable, in default, Maturity date	2009-11-01
Convertible notes payable, in default	4,300
Convertible notes payable, in default, Interest rate	10.00%
Convertible notes payable, in default, Conversion rate	$ 0.0150
Notes Issued Apr 7, 2010
Convertible notes payable, in default, Maturity date	2010-11-07
Convertible notes payable, in default	70,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0080
Notes Issued Nov 12, 2010
Convertible notes payable, in default, Maturity date	2011-11-07
Convertible notes payable, in default	40,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0050
Notes Issued Oct 4, 2013
Convertible notes payable, in default, Maturity date	2014-04-04
Convertible notes payable, in default	50,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0125
Notes Issued Oct 30, 2013
Convertible notes payable, in default, Maturity date	2014-10-30
Convertible notes payable, in default	50,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0125
Notes Issued May 15, 2014
Convertible notes payable, in default, Maturity date	2014-11-15
Convertible notes payable, in default	40,000
Convertible notes payable, in default, Interest rate	6.00%
Convertible notes payable, in default, Conversion rate	$ 0.0070
Notes Issued Jan 9, 2009
Convertible notes payable - related parties, in default, Maturity date	Jan. 09, 2010
Convertible notes payable - related parties, in default	10,000
Convertible notes payable - related parties, in default, Interest rate	10.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0150
Notes Issued Jan 25, 2010
Convertible notes payable - related parties, in default, Maturity date	Jan. 25, 2011
Convertible notes payable - related parties, in default	6,000
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0050
Notes Issued Jan 18, 2012
Convertible notes payable - related parties, in default, Maturity date	Jul. 18, 2012
Convertible notes payable - related parties, in default	50,000
Convertible notes payable - related parties, in default, Interest rate	8.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0040
Notes Issued Jul 26, 2013
Convertible notes payable - related parties, in default, Maturity date	Jan. 26, 2014
Convertible notes payable - related parties, in default	10,000
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0100
Notes Issued Jan 17, 2014
Convertible notes payable - related parties, in default, Maturity date	Jul. 17, 2014
Convertible notes payable - related parties, in default	31,500
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0060
Notes Issued May 27, 2014
Convertible notes payable - related parties, in default, Maturity date	Nov. 27, 2014
Convertible notes payable - related parties, in default	7,000
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0070
Notes Issued Jul 21, 2014
Convertible notes payable - related parties, in default, Maturity date	Jan. 25, 2015
Convertible notes payable - related parties, in default	17,000
Convertible notes payable - related parties, in default, Interest rate	6.00%
Convertible notes payable - related parties, in default, Conversion rate	$ 0.0080
Notes Issued Oct 16, 2014
Convertible notes payable - related party, Maturity date	Oct. 22, 2014
Convertible notes payable - related party	$ 21,000
Convertible notes payable - related parties, Interest rate	6.00%
Convertible notes payable - related parties, Conversion rate	$ 0.0045

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Accounting Method

The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended March 31, 2015 and 2014, the Company did not report any revenues.

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 common stock equivalents outstanding at March 31, 2015 and 2014.

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. 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 derivative liability is determined using Level 1 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 following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value in the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2015:

	Level 1		Level 2		Level 3	Total
Fair value of derivative liability	$	270,121	$	-	$	$	270,121

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 March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
Diving vessel	$	325,000		$	325,000
Generator		7,420			7,420
Less accumulated depreciation		(244,661	)		(236,165	)
	$	87,759		$	96,255

Depreciation expense for the three month periods ended March 31, 2015 and 2014 amounted to $8,496.

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 periods ended March 31, 2015 and 2014.

Employee Stock Based Compensation

The FASB issued SFAS No.123 (revised 2004), Share-Based Payment , which was superseded by ASC 718-10. ASC 718-10 provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As of September 30, 2014, the Company has not implemented an employee stock based compensation plan.

Non-Employee Stock Based Compensation

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18,  Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services , which was superseded by ASC 505-50.  The Company issues compensatory shares for services including, but not limited to, executive, board of directors, business consulting, corporate advisory, accounting, research, archeological, operations, strategic planning, corporate communications, financial, legal and administrative consulting services.  

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 12 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  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 an other-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.

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE - Notes Payable (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Notes payable, in default, Total	$ 30,000
TOTAL NOTES PAYABLE	37,500
Notes Issued Feb 24, 2010
Notes payable, in default –related parties, Maturity date	Feb. 24, 2011
Notes payable, in default –related parties	7,500
Notes payable, in default –related parties, Interest rate	6.00%
Notes Issued Jun 23, 2011
Notes payable, in default, Maturity date	2011-08-03
Notes payable, in default	25,000
Notes payable, in default, Interest rate	6.00%
Notes Issued Apr 27, 2011
Notes payable, in default, Maturity date	2012-04-27
Notes payable, in default	$ 5,000
Notes payable, in default, Interest rate	6.00%

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Condensed Balance Sheets (Unaudited) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash		$ 12,424
Prepaid expenses	76,731	29,991
Settlement receivable	3,000	18,000
Deposits and other receivables	1,183	1,183
Total current assets	80,914	61,598
Property and equipment, net	87,759	96,255
Total Assets	168,673	157,853
Current liabilities:
Accounts payable and accrued expense	218,613	191,967
Convertible notes payable, net of discounts of $4,167 and $14,148	20,833	10,852
Convertible notes payable, related parties, net of discounts of $3,500 and $15,064	17,500	22,936
Convertible notes payable, in default	341,300	341,300
Convertible notes payable, in default - related parties	146,500	129,500
Convertible notes payable, at fair value	270,121	761,677
Shareholder loan	2,900	3,500
Notes payable, in default	30,000	30,000
Notes payable, in default - related parties	7,500	7,500
Total current liabilities	1,055,267	1,499,232
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.0001 par value - 50,000,000 shares authorized; 67 shares issued
Series A - 7 shares issued and outstanding at March 31, 2015 and December 31, 2014
Series B - 60 shares issued and outstanding at March 31, 2015 and December 31, 2014
Common stock, $0.0001 par value - 1,200,000,000 shares authorized; 1,102,675,105 and 986,356,130 shares issued and outstanding at March 31, 2015 and December 31, 2014	110,268	98,636
Additional paid-in capital	9,239,989	8,734,606
Accumulated deficit	(10,236,851)	(10,174,621)
Total stockholders' deficit	(886,594)	(1,341,379)
Total liabilities and stockholders' deficit	$ 168,673	$ 157,853

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

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.  Seafarer currently has two different wreck sites under permit with the State of Florida, one wreck site in the permit renewal process and one wreck site under contract with a private party and is working closely with the Florida Department of Historical Resources and the Florida Bureau of Archeological Research to research and document these, and additional, wreck sites.

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MATERIAL AGREEMENTS (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Jan. 31, 2015	Mar. 01, 2014
Commitments and Contingencies Disclosure [Abstract]
Payment of its restricted common stock		8,000,000
Restricted shares of common stock issued consultant for services	1,103,448	8,000,000
Payment per month to the consultant under original agreement	$ 3,500
Owed to related party LLC	13,492
Outstanding debt related to legal fees		62,936
Shares issued to vendor for outstanding debt	15,734,068
Vendor entitled to common stock, until debt is paid in full, Shares	5,000,000
Minimum payment per month to CFO	5,000
Ongoing aggreement for monthly bookkeeping services	3,000
Additional payment for bookkeeping services, value of restricted stock	$ 5,000
Percent entitled to Seafarer of Breward County Shipwreck			60.00%
Percent ownership of Quest, LLC			0.50
Resitricted common stock issued	12,000,000

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Convertible Notes Payable

Issue	Maturity		March 31,					Interest				Conversion
Date	Date		2014					Rate				Rate
Convertible notes Payable:
October 13, 2014	April 13, 2015		$	25,000				6.00			%	0.0050
Unamortized discounts				(4,167			)
Balance			$	20,833
Convertible notes payable, in default
October 31, 2012		April 30, 2013			$	8,000				6.00			%	0.0040
July 16, 2012		July 30, 2013				5,000				6.00			%	0.0050
November 20, 2012		May 20, 2013				50,000				6.00			%	0.0050
January 19, 2013		July 30, 2013				5,000				6.00			%	0.0040
February 11, 2013		August 11, 2013				9,000				6.00			%	0.0060
September 25, 2013		March 25, 2014				10,000				6.00			%	0.0125
August 28, 2009		November 1, 2009				4,300				10.00			%	0.0150
April 7, 2010		November 7, 2010				70,000				6.00			%	0.0080
November 12, 2010		November 7, 2011				40,000				6.00			%	0.0050
October 4, 2013		April 4, 2014				50,000				6.00			%	0.0125
October 30, 2013		October 30, 2014				50,000				6.00			%	0.0125
May 15, 2014		November 15, 2014				40,000				6.00			%	0.0070
Unamortized discount						-
Balance					$	341,300
Convertible notes payable - related party, in default
January 19, 2013		July 30, 2013			$	15,000				6.00			%	0.0040
January 9, 2009		January 9, 2010				10,000				6.00			%	0.0150
January 25, 2010		January 25, 2011				6,000				6.00			%	0.0050
January 18, 2012		July 18, 2012				50,000				8.00			%	0.0040
July 26, 2013		January 26, 2014				10,000				6.00			%	0.0100
January 17, 2014		July 17, 2014				31,500				6.00			%	0.0060
May 27, 2014		November 27, 2014				7,000				6.00			%	0.0070
July 21, 2014		January 25, 2015				17,000				6.00			%	0.0080
Unamortized discount						-
Balance					$	146,500
Convertible notes payable - related party
October 16, 2014		April 16, 2015				21,000				6.00			%	0.0045
Unamortized discount						(3,500			)
Balance					$	17,500

Notes Payable

Issue Date	Maturity Date	March 31, 2015		Interest Rate
Notes payable, in default –related parties:
February 24, 2010	February 24, 2011	$	7,500		6.00	%
Notes payable, in default:
June 23, 2011	August 23, 2011		25,000		6.00	%
April 27, 2011	April 27, 2012		5,000		6.00	%
			30,000
		$	37,500

Summary of effect on earnings

Face value of the convertible notes payable	$	149,50 0
Interest expense to record the convertible notes at
fair value on the date of issuance		105,117
Interest income to mark to market the convertible notes
Interest expense to mark to market the convertible notes on March 15, 2015		15,504
March 31, 2015 fair value	$	270,121

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LEGAL PROCEEDINGS (Details Narrative) (USD $)	Nov. 05, 2013	Oct. 30, 2013	Nov. 01, 2011	Apr. 05, 2011	Dec. 11, 2009	Oct. 08, 2008
Commitments and Contingencies Disclosure [Abstract]
Amount loss of the lawsuit					$ 1,041,000
Shares of stock gifted and kept by Eldred			34,700,000
Actual damages sought after by the plaintiff					15,000,000
Shares issued to counsel for Seafarer		1,000,000	1,000,000
Compensatory damages				5,080,000
Damages sought for negligence in use or maintenance of a vessel				$ 15,000
Shares gifted by Micah Eldred						34,700,000
Shares kept by Eldred						4,140,000
Shares surrendered	1,000,000

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SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment and Depreciation (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Property and Equipment, net	$ 87,759	$ 96,255
Less accumulated depreciation	(244,661)	(236,165)
Diving Vessel
Property and Equipment, net	325,000	325,000
Generator
Property and Equipment, net	$ 7,420	$ 7,420

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GOING CONCERN

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 - GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception, which raises substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of expenditures, the Company expects to expend its available cash in less than one month from May 15, 2015. 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 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.

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.  The 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 financial statements.

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Condensed Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Discounts on convertible notes payable	4,167	14,148
Discounts on convertible notes payable, related parties	3,500	15,604
Preferred stock, par value	0.0001	0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	67	67
Preferred Stock, shares outstanding	67	67
Common stock, par value	0.0001	0.0001
Common stock, shares authorized	1,200,000,000	1,200,000,000
Common stock, shares issued	1,102,675,105	986,356,130
Common Stock, shares outstanding	1,102,675,105	986,356,130
Series A
Preferred stock, shares authorized	7
Preferred stock, shares issued	7	7
Preferred Stock, shares outstanding	7	7
Series B
Preferred stock, shares issued	60	60
Preferred Stock, shares outstanding	60	60

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

None.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 13, 2015
Document And Entity Information
Entity Registrant Name	SEAFARER EXPLORATION CORP
Entity Central Index Key	0001106213
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,079,181,841
Amendment Description	The purpose of this amendment on form 10-Q to Seafarer Exploration Corp's Quarterly Report for the period ended March 31, 2015, filed with the Securities and Exchange Commission on May 15, 2015 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Accounting Method

Accounting Method

The Company’s condensed financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

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.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. For the periods ended March 31, 2015 and 2014, the Company did not report any revenues.

Earnings Per Share

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 common stock equivalents outstanding at March 31, 2015 and 2014.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. 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 derivative liability is determined using Level 1 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 following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value in the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2015:

	Level 1		Level 2		Level 3	Total
Fair value of derivative liability	$	270,121	$	-	$	$	270,121

Fixed Assets and Depreciation

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 March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
Diving vessel	$	325,000		$	325,000
Generator		7,420			7,420
Less accumulated depreciation		(244,661	)		(236,165	)
	$	87,759		$	96,255

Depreciation expense for the three month periods ended March 31, 2015 and 2014 amounted to $8,496.

Impairment of Long-Lived Assets

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 periods ended March 31, 2015 and 2014.

Employee Stock Based Compensation

Employee Stock Based Compensation

The FASB issued SFAS No.123 (revised 2004), Share-Based Payment , which was superseded by ASC 718-10. ASC 718-10 provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As of September 30, 2014, the Company has not implemented an employee stock based compensation plan.

Non-Employee Stock Based Compensation

Non-Employee Stock Based Compensation

The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in EITF 96-18,  Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services , which was superseded by ASC 505-50.  The Company issues compensatory shares for services including, but not limited to, executive, board of directors, business consulting, corporate advisory, accounting, research, archeological, operations, strategic planning, corporate communications, financial, legal and administrative consulting services.  

Use of Estimates

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

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 12 months of the balance sheet date. 

Convertible Notes Payable at Fair Value

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  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 an other-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.

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Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Revenue
Expenses:
Consulting and contractor expenses	179,706	201,928
Professional fees	30,210	29,932
General and administrative expenses	65,632	20,319
Depreciation expense	8,496	8,496
Rent expense	13,938	5,876
Vessel expenses	10,515	11,820
Travel and entertainment	13,252	34,433
Total operating expenses	321,749	312,804
Income (Loss) from operations	(321,749)	(312,804)
Other income (expense)
Interest expense		(222,939)
Interest income	259,519
Total other income (expense)	259,519	(222,939)
Net loss	$ (62,230)	$ (535,743)
Net loss per share - basic and diluted
Weighted average common shares outstanding - basic and diluted	1,047,757,152	865,882,776

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LEASE OBLIGATION

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

LEASE OBLIGATION

NOTE 7 - LEASE OBLIGATION

Corporate Office

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 on July 1, 2013 for its current location. Under the terms of the amended lease agreement, the lease term has been extended to June 30, 2015, with a base monthly rent of $1,200 from July 1, 2013 to June 30, 2014 and a base monthly rent of $1,235 from July 1, 2014 through June 30, 2015. There may be additional monthly charges for pro-rated maintenance, late fees, etc.

Operations House

The Company has an operating lease for a house located in Merritt Island, Florida. The Company uses the house to store equipment and gear and to provide temporary work-related living quarters for its divers and other personnel involved in its exploration and recovery operations. The term of the lease agreement commenced on October 1, 2014 and expires on September 30, 2015.   

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INCOME TAXES

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

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 Three Months Ended March  31, 2015			For the Three Months Ended March  31, 2014
Income tax at federal statutory rate		(34.00	)%		(34.00	)%
State tax, net of federal effect		(3.96	)%		(3.96	)%
		37.96	%		37.96	%
Valuation allowance		(37.96	)%		(37.96	)%
Effective rate		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 March 31, 2015 and December 31, 2014, the Company’s only significant deferred income tax asset was an estimated net tax operating loss of $10,237,000 and $10,175,000 respectively that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service.  Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of March 31, 2015 and December 31, 2014. 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.

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SIGNIFICANT ACCOUNTING POLICIES - Fair value of derivative liability (Details) (USD $)	Mar. 31, 2015
Level 1
Fair value of derivative liability	$ 270,121
Level 2
Fair value of derivative liability
Level 3
Fair value of derivative liability
Total
Fair value of derivative liability	$ 270,121

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Fair value of derivative liability

	Level 1		Level 2		Level 3	Total
Fair value of derivative liability	$	270,121	$	-	$	$	270,121

Property and Equipment and Depreciation

	March 31, 2015			December 31, 2014
Diving vessel	$	325,000		$	325,000
Generator		7,420			7,420
Less accumulated depreciation		(244,661	)		(236,165	)
	$	87,759		$	96,255

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LEGAL PROCEEDINGS

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

LEGAL PROCEEDINGS

NOTE 10 – LEGAL PROCEEDINGS

Since December 11, 2009, the Company, has been involved in a lawsuit where it was named as a Defendant, along with its CEO and transfer agent in Case Number 09-CA-030763, filed in the Circuit Court of Hillsborough County, Florida. The lawsuit was brought in the name of 31 individuals and 1 corporation. The lawsuit alleges that the Company, its CEO, and its transfer agent wrongfully refused to remove the restrictive legend from certain shares of the Company’s common stock that are collectively owned by the plaintiffs, which prevented the plaintiffs from selling or transferring their shares of the Company’s common stock. The plaintiffs allege that they have lost approximately $1,041,000 as of the date of the lawsuit. Such lawsuit continued to a hearing of the Plaintiffs’ motion for summary judgment against the Defendants including Seafarer, which was heard on September 1, 2011 and denied by the Court. Litigation of the matter has continued and the Company has presented evidence and arguments of law that the shares were distributed from their original recipient, Micah Eldred, in an illegal sale to another corporate entity. The Company further contends in its pleadings that such shares were then illegally purchased back by Eldred, then distributed in a manner by Eldred to others including the 31 other Plaintiffs to avoid reporting requirements under the Securities Act and as Eldred had a duty to report as a principal of a brokerage. The actions by Eldred, as pled by the Corporation, is that on or about October 8, 2008,  Eldred  gifted  most  of the  34,700,000   shares  to certain  friends,   family,  and  employees   (i.e.,  the  Plaintiffs   named  in this  Complaint),   and  kept ownership  of 4,140,000  shares.

On September 11, 2013, the Parties attended a voluntary mediation, which ended in an impasse.

Some discovery had progressed to the point that Seafarer had, on September 25, 2013, filed a Motion to File Counterclaims and Third-Party Complaint (“Motion for Leave to File Counterclaim”) along with a proposed Counterclaim.  Such counterclaims were filed in December 2013.  Included in the counterclaim was an allegation of conspiracy between Eldred and Sean Murphy for the publication of false information which Seafarer sued Murphy for and received a judgment for libel against Murphy on April 1, 2011 for $5,080,000. Thus the counterclaim was filed against the Plaintiffs: Micah Eldred, Michael J. Daniels, Carl Dilley, Heather Dilley, James Eldred, Mary R. Eldred, Michole Eldred, Nathan Eldred, Toni A. Eldred, Diane J. Harrison, Ioulia Hess, Olessia  Kritskaia,  Anna Krokhina, George Lindner, Elizabeth Lizzano, Karen Lizzano, Robert Lizzano, Abby Lord, Jillian Mally, Ekaterina Messinger, Susan Miller, Michael Mona, Matthew J. Presy, Oksana Savchenko, Vanessa A. Verbosh, Alan Wolper, Sarah Wolper, and Christine Zitman. On April 23, 2014, the trial court ruled on the Counter-Claim Defendants’ motion to dismiss and ordered the dismissal of the claims for section 517.301 violations, conspiracy and fraud. The court ruled that the Corporation did not have standing and was not in privity with the counter-claim defendants at the time of their alleged actions so the company could not maintain the action, unlike private shareholders who could have standing. Thus the Company attempted to protect the shareholders by such suit, but was ruled against as not having standing to do so.     

On October 18, 2013, the Plaintiffs filed a Notice of Removal to Federal Court in the Tampa Division of the United States District Court, citing the allegation that such lawsuit should be moved to Federal Court based upon the Defendants proposed counterclaims of Federal law. The pleading for removal contained the allegation by the Plaintiffs that they had the consent of all the listed Plaintiffs to remove the matter to Federal Court. On November 4, 2013, Seafarer filed a Motion to Remand back to State Court in the Federal Court, citing legal argument and the undisputed facts that removal to Federal Court was improper as having no basis in law, and asking for attorney’s fees from the Plaintiffs for such removal. On November 7, 2013, Judge James Moody of the United States District Court entered an Order granting the Remand Motion of Seafarer, finding that “Plaintiffs removed the case based on their assumption that the counterclaim would establish federal jurisdiction. Plaintiffs’ removal is patently without merit.” Judge Moody further held “Plaintiffs’ removal had no basis under the law or facts. Simply put, the removal was not objectively reasonable.”   Accordingly, the Court Ordered the case sent back to State Court and that the Federal Court would award Defendants [Seafarer] a reasonable amount of attorney’s fees and costs.” Seafarer collected such attorney’s fees through counsel. Such case was remanded to the Circuit Court in Hillsborough County, where Seafarer had the motion to file the Counterclaims and Third Party Claims heard and an Order Granting the filing and service of such claims was made by Circuit Judge Paul Huey on December 13, 2013. Seafarer filed such complaint and served such Counterclaim Defendants and Third Party Defendants during the months of December 2013 and January 2014. Such complaint included claims by Seafarer for damages including punitive damages against the Plaintiffs for their actions, which is alleged to have materially damaged the Corporation and its shareholders. Such litigation continues and the Company will continue to fight the release of such shares for sale. It is the position of Seafarer that due to the actions involved with such shares, they are tainted and should be ordered to be cancelled. Seafarer intends to continuously pursue this defense will assist any shareholders with any claims they may have against the Plaintiffs who hold such shares as to their actions which may have harmed any shareholders who were shareholders at the time of the Plaintiff’s action.

In early October 2013, counsel for Seafarer was contacted by counsel representing the listed Plaintiff, CADEF: The Childhood Autism Foundation (CADEF), as to their being named in the lawsuit as Plaintiffs in the State Court action and the litigation being done in their name. Pursuant to those discussions, on November 5, 2013, Seafarer, Kyle Kennedy (individually), Cleartrust LLC and CADEF entered into a Settlement Agreement and Release from Litigation. CADEF agreed to surrender all rights to the 1,000,000 shares in its name, as well as causing dismissal of any such claims against the Seafarer, Kennedy and Cleartrust that had been brought in their name in the lawsuit. Specifically, CADEF agreed: “CADEF agrees that the following matters of fact exist based upon the knowledge of its Board of Directors and Principals: A) The Board of Directors of CADEF had no knowledge of the share certificate ever being issued for its benefit or the existence of such share certificate until recently in the month of October 2013 when such shares were sent to them. B) The Board of Directors of CADEF never authorized the filing of the lawsuit cited above or to be a party to such. C) Because of the above in B) CADEF’s Board of Directors was never advised of any settlement offer being made by the Defendants nor of the mediation held on September 11, 2013. On approximately October 30, 2013 CADEF delivered such 1,000,000 shares to counsel for Seafarer. Such shares were cancelled subsequently. Seafarer believes this pattern activity.

During the fall of 2014, the Company through counsel, conducted a number of depositions in the matter, including Micah Eldred and other parties. As well the Company filed three motions against the Defendants. Included in these motions were a motion to dismiss for fraudulent conduct in the naming of a party as a plaintiff which had no knowledge of the lawsuit, and failure to related settlement offers to the Plaintiffs. The second motion was for sanctions for intentional destruction of documentary evidence related to such shares. As to the second motion, the Court entered an order granting the motion for sanctions, finding that the Defendants had intentionally destroyed evidence, but the Court abated determining the sanctions until a later date. The third motion was to dismiss for fraudulent conduct, wherein the Plaintiffs allege that the Defendant, Eldred had made illicit offers to elicit false testimony. Both of the motions for sanctions are currently pending before the Court. As well in the first week of January 2015, the Defendants filed two simultaneous motions for summary judgment for dismissal of all counts in the case. That motion for summary judgment is currently pending before the Court.

In the ongoing litigation in the above case against Micah Eldred and associated persons to protect the interests of the shareholders, the Corporation followed up on its counter-claims against Eldred by the filing of a notice of appeal of the dismissal of such claims, to the Second District Court of Appeal for Florida on May 17, 2014.   On May 29, 2014, the Company was served a secondary lawsuit in Hillsborough County. The lawsuit by challenges the creation of the Preferred B Series of Shares and the increase in authorized shares. The lawsuit in the opinion of the Corporation and multiple counsel has no merit since the corporation’s articles of incorporation and Florida statutes allow for the creation of the preferred shares, and thus the increase in authorized shares. The Corporation is defending such lawsuit and seeking dismissal by motion.

On March 2, 2010, the Company filed a complaint naming, Sean Murphy as a Defendant who formerly provided services as a captain, diver, and general laborer to the Company as a defendant in the Circuit Court of Hillsborough County, Florida case number 10-CA-004674. The lawsuit contains numerous counts against the defendant, including civil theft, breach of contract, libel and negligence. On April 5, 2011, a six person jury in Hillsborough County, Florida found in favor of the Company and found that the Defendant was responsible for $5,080,000 in compensatory damages. In 2012, the Company attempted to schedule a trial for the punitive damages, but the Court cancelled the trial due to scheduling of priority cases. The Company is currently seeking final entry of not only the judgment, but will be exercising collection matters against the Defendant. The Company intends to pursue collection, no matter the ability of the Defendant to pay.

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. As of March 24, 2014, Seafarer, through Counsel with the assistance of a licensed investigator, established there was no party or individual to be served from Tulco due to the death of the former Manager, and having no other legal person or entity to serve, has established that it will seek the entry of a default judgment, and final judgment for award of all rights to such site for contractual and other rights held by Tulco. Seafarer gained a default and final Judgment on such matter on July 23, 2014. Seafarer is now working with the State for 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 currently has litigation pending in Pinellas County, the Sixth Judicial Circuit, Civil Case No. 11-05539-Cl-19 naming Keith Webb Individually and Blue Water Ventures of Key West Inc. as party Defendants. There is a signed Settlement Stipulation in place however and an Order of Court entered acknowledging the same, otherwise ordering and directing the party Defendants to timely comply with the same and at this time the agreement is current and otherwise in compliance. There are currently no counterclaims or adverse liabilities of record in the above case.

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

NOTE 8 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

The Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under ASC 815-40.  The note payable conversion feature of the outstanding convertible debt met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did result in a beneficial conversion feature.

Convertible Notes Payable

The following table reflects the convertible notes payable, other than three notes that have been remeasured to fair value which are discussed later in Note 8, as of March 31, 2015:

Issue	Maturity		March 31,					Interest				Conversion
Date	Date		2014					Rate				Rate
Convertible notes Payable:
October 13, 2014	April 13, 2015		$	25,000				6.00			%	0.0050
Unamortized discounts				(4,167			)
Balance			$	20,833
Convertible notes payable, in default
October 31, 2012		April 30, 2013			$	8,000				6.00			%	0.0040
July 16, 2012		July 30, 2013				5,000				6.00			%	0.0050
November 20, 2012		May 20, 2013				50,000				6.00			%	0.0050
January 19, 2013		July 30, 2013				5,000				6.00			%	0.0040
February 11, 2013		August 11, 2013				9,000				6.00			%	0.0060
September 25, 2013		March 25, 2014				10,000				6.00			%	0.0125
August 28, 2009		November 1, 2009				4,300				10.00			%	0.0150
April 7, 2010		November 7, 2010				70,000				6.00			%	0.0080
November 12, 2010		November 7, 2011				40,000				6.00			%	0.0050
October 4, 2013		April 4, 2014				50,000				6.00			%	0.0125
October 30, 2013		October 30, 2014				50,000				6.00			%	0.0125
May 15, 2014		November 15, 2014				40,000				6.00			%	0.0070
Unamortized discount						-
Balance					$	341,300
Convertible notes payable - related party, in default
January 19, 2013		July 30, 2013			$	15,000				6.00			%	0.0040
January 9, 2009		January 9, 2010				10,000				6.00			%	0.0150
January 25, 2010		January 25, 2011				6,000				6.00			%	0.0050
January 18, 2012		July 18, 2012				50,000				8.00			%	0.0040
July 26, 2013		January 26, 2014				10,000				6.00			%	0.0100
January 17, 2014		July 17, 2014				31,500				6.00			%	0.0060
May 27, 2014		November 27, 2014				7,000				6.00			%	0.0070
July 21, 2014		January 25, 2015				17,000				6.00			%	0.0080
Unamortized discount						-
Balance					$	146,500
Convertible notes payable - related party
October 16, 2014		April 16, 2015				21,000				6.00			%	0.0045
Unamortized discount						(3,500			)
Balance					$	17,500

Notes Payable

The following table reflects the notes payable as of March 31, 2015:

Issue Date	Maturity Date	March 31, 2015		Interest Rate
Notes payable, in default –related parties:
February 24, 2010	February 24, 2011	$	7,500		6.00	%
Notes payable, in default:
June 23, 2011	August 23, 2011		25,000		6.00	%
April 27, 2011	April 27, 2012		5,000		6.00	%
			30,000
		$	37,500

At March 31, 2015 and December 31, 2014, combined accrued interest on the convertible notes payable, notes payable and stockholder loans was $94,882 and $91,167, respectively, and included in accounts payable and accrued liabilities on the accompanying balance sheets.

 Between January 1, 2015 and March 31, 2015, the Company did not issue any new convertible notes payable.

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.

Shareholder Loan

At March 31, 2015 the Company had a loan outstanding to a related party shareholder in the amount of $2,900 at 0% interest and is due on demand.

Convertible Note Payable Dated April 24, 2014 at Fair Value

On April 24, 2014, the Company entered into a convertible note payable with a corporation.  The note payable, with a face value of $107,000, including $7,000 of original issue discount, bears interest at 12.0% per annum and is due on April 24, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price for the Company’s common stock during the twenty (20) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $166,771 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $166,771 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations. 

The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

During the year ended December 31, 2014, the Company repaid $20,000 of the principle and converted $35,000 of the note into 9,956,709 shares of common stock.

During the three month period ended March 31, 2015, the note was converted the remaining $52,000 into 22,531,030 shares of common stock.   

Convertible Note Payable Dated August 21, 2014 at Fair Value

On August 21, 2014, the Company entered into a convertible note payable with a corporation.  The convertible note payable, with a face value of $40,000, bears interest at 8.0% per annum and is due on August 21, 2015. The note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 57% multiplied by the lowest closing bid price   for the Company’s common stock during the fifteen (15) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $34,971 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $34,971 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

During the three month period ended March 31, 2015, the note was converted into 18,601,734 shares of common stock.

Convertible Note Payable Dated September 08, 2014 at Fair Value

On September 08, 2014, the Company entered into a convertible note payable with a corporation.  The note payable, with a face value of $53,500, including $3,500 of original issue discount,, bears interest at 12.0% per annum and is due on September 8, 2015. The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price. The Variable Conversion Price is defined as 60% multiplied by the lowest closing bid price  two trading prices for the Company’s common stock during the twenty (20) trading day period including the day the notice of conversion is received by the Company. The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable, the Company recognized day-one derivative loss totaling $42,080 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a $42,080 loss on the derivative financial instrument and is included in interest expense. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

  At March 31, 2015, the $53,500 face value convertible note payable was recorded at its fair value of $104,735.

Convertible Note Payable Dated November 5, 2014 at Fair Value

On November 5, 2014, the Company entered into a convertible note payable with a corporation.  The note payable, with a face value of $53,000, bears interest at 8.0% per annum and is due on July 31, 2015.  The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price.  The Variable Conversion Price is defined as 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company.  The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.  

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification.  Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable on November 5, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $22,057 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement.  Therefore, the Company was required to record a $22,057 loss on the derivative financial instrument.  In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques.  These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

At March 31, 2015 the $53,000 face value convertible note payable was recorded at its fair value of $91,047.

Convertible Note Payable Dated December 17, 2014 at Fair Value

On December 17, 2014, the Company entered into a convertible note payable with a corporation.  The note payable, with a face value of $43,000, bears interest at 8.0% per annum and is due on September 19, 2015.  The convertible note payable is convertible, at the holder’s option, into the Company’s common shares at the Variable Conversion Price.  The Variable Conversion Price is defined as 65% multiplied by the average of the lowest two trading prices for the Company’s common stock during the twenty five trading day period ending one trading day prior to the date the convertible note payable is sent by the holder to the Company.  The conversion feature is subject to full-ratchet, anti-dilution protection if the Company sells shares or share-indexed financing instruments at less than the conversion price.  The holder has the option to redeem the convertible note payable for cash in the event of defaults or certain other contingent events (the “Default Put”).

In the evaluation of the financing arrangement, the Company concluded that the conversion feature did not meet the conditions set forth in current accounting standards for equity classification.  Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.

The Company elected to account for this hybrid contract under the guidance of ASC 815-15-25-4.

In connection with the issuance of the convertible note payable on December 17, 2014 the Company encountered the unusual circumstance of a day-one derivative loss of $40,980 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement.  Therefore, the Company was required to record a $40,980 loss on the derivative financial instrument.  In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be currently recognized in interest expense or interest income on the Company’s statement of operations.

The holder of this convertible note has the right to convert the balance of the note into shares of the Company’s common stock at a substantial discount to the current market price of the shares. The conversion of the note into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holder elects to sell the shares that it has acquired as a result of converting the note into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

At March 31, 2015 the $43,000 face value convertible note payable was recorded at its fair value of $74,339.

The conversion of the various notes that are measured at fair value into shares of the Company’s common stock is potentially highly dilutive to current shareholders. If the note holders elect to sell the shares that it has acquired as a result of converting the notes into shares of common stock, then any such sales may result in a significant decrease in the market price of the Company’s shares.

Additionally, the holders of these convertible notes at fair value have substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee,  judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of default the interest rates for each of the notes at fair value may increase to rates of 24% per annum or greater.

Furthermore, there are additional events that could cause the lenders to be owed additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company’s stock, etc. If the lenders receives additional shares of the Company’s common stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company’s common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders.

The following tables summarize the effects on earnings associated with changes in the fair values of the convertible notes payable, at fair value for the three months ended March 31, 2015:

Face value of the convertible notes payable	$	149,50 0
Interest expense to record the convertible notes at
fair value on the date of issuance		105,117
Interest income to mark to market the convertible notes
Interest expense to mark to market the convertible notes on March 15, 2015		15,504
March 31, 2015 fair value	$	270,121

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MATERIAL AGREEMENTS

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

MATERIAL AGREEMENTS

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 Juno Beach, Florida

As previously noted on its form 8-K filed on May 9, 2011, the Company and Tulco received a 1A-31 Recovery Permit from the Florida Division of Historical Resources. The Recovery Permit was active through April 25, 2014. The Permit authorizes 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. Currently the Management believes that the permit with the FBAR is being renewed in the name of Seafarer Exploration Corp. under a judge’s order. The permit had not been issued as of the filing date of this report.

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

On November 2, 2012, the Company received a three year 1A-31 Exploration Permit from the Division of Historical Resources for an area identified off of Lantana Beach, Florida. Under the permit the Company began remote sensing at the site with a cesium vapor magnotemoter and did underwater exploration. Once the remote sensing was completed and the data analyzed, the Exploration permit moved to Phase 2, dig and identify. During Phase 2 testing was done which confirmed a mid to late 18th century shipwreck. Upon further testing, management believes a 1600s era shipwreck potentially exists, but not within the currently permitted area. Due to other developments and projects, the Company is not pursuing Phase 3 at the Lantana site at this time and is in the process of terminating its permit with the Florida Division of Historical Resources for this site

Exploration Permit with the Florida Division of Historical Resources for an Area off of Cape Canaveral, Florida

On July 28, 2014, the Company’s partnership with Marine Archeological Partners, LLC, Seafarer’s Quest, LLC received a 1A-31 Recovery Permit (the “Permit”) from the Florida Division of Historical Resources for an area identified off of Cape Canaveral, Florida. The Permit is active for three years from the date of issuance. The Company must obtain various concurrent environmental permits in order to perform exploration and recovery operations at the site.

Certain Other Agreements

In January of 2015, 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 8,000,000 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 pre-approved expenses. A portion of the 8,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statement of operations and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense.

In January of 2015, 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 6,000,000 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 pre-approved expenses. A portion of the 6,000,000 shares are included as an expense in consulting and contractor fees in the accompanying statement of operations and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense.

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 March 31, 2015, the Company owed the related party limited liability company $13,492 for transfer agency services rendered. The amount owed as of March 31, 2015 is included in the accompanying balance sheet under accrued payable and accrued expenses. In January 2015 the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $62,936 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 15,734,068 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $62,936 from the sale of the stock, then the consultant is entitled to receive up to an additional 5,000,000 shares of common stock or a cash payment until the balance is paid in full. The related party limited liability company has also provided various corporate consulting, strategic planning and training under a separate consulting agreement that was originally entered into in March of 2014. All fees paid to the related party consultant during the period ended March 31, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period.

The Company has an ongoing 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 $3,000 per month to provide general business consulting, industry research, monitoring 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 and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting 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. All fees paid to the related party consultant during the period ended March 31, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. At March 31, 2015 the Company owed the related party consultant fees of $5,000 for services provided, this amount is included in the accompanying balance sheet under accrued payable and accrued expenses.    

The Company has an ongoing consulting agreement to pay a limited liability company a minimum of $5,000 per month for providing ongoing business advisory and strategic planning and consulting services, assistance with financial reporting. IT management, and administrative services. The Company also agreed to pay additional compensation to the consultant in the form of cash and/or restricted stock to be awarded solely at the Company’s discretion. The Company also agreed to reimburse the consultant for certain expenses. The agreement is verbal and may be terminated by the Company or the consultant at any time.

The Company has an ongoing agreement to pay a limited liability company a monthly fee of $3,500 in cash or $5,000 per month in restrictged stock for archeological services and the review of historic shipwreck research consulting services. The Company issued the archeological/research consultant 12,000,000 shares of its restricted common stock for archeological and historical research services.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

NOTE 11 – RELATED PARTY TRANSACTIONS

During the three month period ended March 31, 2015:

In January of 2015, an individual who is related to the Company’s CEO entered into a subscription agreement to purchase 350,000 shares of the Company’s restricted common stock at a price of $0.0032 per share and the Company received proceeds of $1,120.

In January of 2015, 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 8,000,000 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 pre-approved expenses. A portion of the 8,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense.

In January of 2015, 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 6,000,000 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 pre-approved expenses. A portion of the 6,000,000 shares are included as an expense in consulting and contractor fees in the accompanying income statement and the remainder of the shares are going to be expensed over a twelve month period, these shares are included in the accompanying balance sheet as a prepaid expense.

In February and March of 2015, a related party shareholder provided an interest free loan to the Company in the amount of $2,900. As of March 31, 2015, the loan balance outstanding to the related party shareholder was $2,900.

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 March 31, 2015, the Company owed the related party limited liability company $13,492 for transfer agency services rendered. The amount owed as of March 31, 2015 is included in the accompanying balance sheet under accrued payable and accrued expenses. In January 2015, the Company entered into a separate debt settlement agreement with the related party vendor to settle a total of $62,936 of outstanding debt related to legal fees incurred by the related party vendor due to a lawsuit against the Company in which suit the related party vendor was also named as a defendant due to its position as the Company’s stock transfer agency. The Company issued 15,734,068 shares of its common stock to this vendor as satisfaction for the outstanding debt. The agreement between the Company and the vendor stipulated that should the transfer agency realize less than $62,936 from the sale of the stock, then the consultant is entitled to receive up to an additional 5,000,000 shares of common stock or a cash payment until the balance is paid in full. The related party limited liability company has also provided various corporate consulting, strategic planning and training under a separate consulting agreement that was entered into in March of 2014. All fees paid to the related party consultant during the period ended March 31, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period.

The Company has an ongoing 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 $3,000 per month to provide general business consulting, industry research, monitoring 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 and identifying and evaluating alternative courses of action, perform background research including background checks and provide investigative information on individuals and companies and acting 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. All fees paid to the related party consultant during the period ended March 31, 2015 are included as an expense in consulting and contractor fees in the accompanying income statement for the period. At March 31, 2015 the Company owed the related party consultant fees of $5,000 for services rendered, this amount is included in the accompanying balance sheet under accrued payable and accrued expenses.

At March 31, 2015 the following promissory notes and shareholder 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 convertible note payable 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 principle 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 loan 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 is a director of the corporation and a former Director of the Company is an officer of the corporation. The loan is not secured and pays interest at a rate of 6% per annum and the principle and accrued interest were due on or before February 24, 2011. This loan 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 principle 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 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. 

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 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 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.  Subsequent to March 31, 2015 the note went into default due to the non-payment of principal and interest.

A loan in the amount of $2,900 to a related party shareholder. This loan does not bear interest and has no specific repayment terms.

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CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2014
Total convertible notes issued	$ 94,882	$ 91,167
Convertible notes payable total
Loan outstanding to related party	2,900
Loan payable, Interest rate	0.00%
Derivative loss	166,771
Repayment on notes			20,000
Conversion price		$ 35,000	$ 35,000
Notes converted into shares of common stock			9,956,709
Convertible notes payable, fair value	270,121	761,677	761,677
Notes Issued Apr 24, 2014
Convertible notes payable total	107,000
Loan payable, Interest rate	12.00%
Original issue discount of note payable	7,000
Variable conversion price	60.00%
Derivative loss	166,771
Loss on derivative financial instrument	166,771
Conversion price	$ 52,000
Notes converted into shares of common stock	22,531,030
Convertible notes payable, Maturity date	Apr. 24, 2015
Notes Issued Aug 21, 2014
Convertible notes payable total	40,000
Loan payable, Interest rate	8.00%
Variable conversion price	57.00%
Derivative loss	34,971
Loss on derivative financial instrument	34,971
Notes converted into shares of common stock	18,601,734
Convertible notes payable, Maturity date	Aug. 21, 2015
Notes Issued Sep 8, 2014
Convertible notes payable total	53,500
Loan payable, Interest rate	12.00%
Original issue discount of note payable	3,500
Variable conversion price	60.00%
Derivative loss	42,080
Loss on derivative financial instrument	42,080
Face value of convertible note	53,500
Convertible notes payable, fair value	104,735
Convertible notes payable, Maturity date	Sep. 08, 2015
Notes Issued Nov 5, 2014
Convertible notes payable total	53,000
Loan payable, Interest rate	8.00%
Variable conversion price	65.00%
Derivative loss	22,057
Face value of convertible note	53,000
Convertible notes payable, fair value	91,047
Convertible notes payable, Maturity date	Jul. 31, 2015
Notes Issued Dec 17, 2014
Convertible notes payable total	43,000
Loan payable, Interest rate	8.00%
Variable conversion price	65.00%
Derivative loss	40,980
Loss on derivative financial instrument	40,980
Face value of convertible note	43,000
Convertible notes payable, fair value	$ 74,339
Convertible notes payable, Maturity date	Sep. 19, 2015
Increased interest rate on note	24.00%

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate

	For the Three Months Ended March  31, 2015			For the Three Months Ended March  31, 2014
Income tax at federal statutory rate		(34.00	)%		(34.00	)%
State tax, net of federal effect		(3.96	)%		(3.96	)%
		37.96	%		37.96	%
Valuation allowance		(37.96	)%		(37.96	)%
Effective rate		0.00	%		0.00	%

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LOSS PER SHARE - Components of loss per share (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Net loss attributable to common stockholders	$ (62,230)	$ (535,743)
Weighted average shares outstanding:
Basic and diluted	1,047,757,152	865,882,776
Loss per share:
Basic and diluted	$ 0.00	$ 0.00

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Condensed Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating activities
Net loss	$ (62,230)	$ (535,743)
Adjustments to reconcile net income to net cash provided (used) by operating activities
Depreciation	8,496	8,496
Amortization of debt discount and interest expense on beneficial conversion feature of convertible notes	21,545	138,453
Interest (income) expense on fair value adjustment	(296,285)	82,940
Common stock issued for services	176,767	91,428
Decrease (increase) in:
Settlement receivable	15,000
Prepaid expenses	(46,740)	11,362
Advances from shareholder		(1,542)
Accounts payable and accrued expenses	61,955	(140)
Net cash provided (used) by operating activities	(121,492)	(204,746)
Cash flows from financing activities:
Proceeds from the issuance of common stock	109,668	105,250
Proceeds from the issuance of convertible notes payable		126,505
Proceeds from shareholder loan	2,900
Payments on loans from stockholders	(3,500)
Net cash provided by financing activities	109,068	231,755
Net increase (decrease) in cash	(12,424)	27,009
Cash - beginning of year	12,424	578
Cash - ending of year		27,587
Supplemental disclosure of cash flow information:
Cash paid for interest expense
Cash paid for income taxes
Noncash operating and financing activities:
Common stock issued to satisfy outstanding invoices	26,571
Convertible debt and accrued interest converted to common stock	$ 195,271	$ 61,800

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

CAPITAL STOCK

NOTE 5 – CAPITAL STOCK

As of March 31, 2015 the Company was authorized to issue 1,200,000,000 shares of $0.0001 par value common stock.

Preferred Stock

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

Series A Preferred Stock

At March 31, 2015, 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 March 31, 2015 and 2014, no shares of 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.

Warrants and Options

As of March 31, 2015, a convertible note holder had a warrant to purchase 4,000,000 shares of its common stock with an exercise price of $0.005 per share for a period of ten years beginning on November 20, 2012.  

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CAPITAL STOCK (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Feb. 10, 2014
Common stock, shares authorized	1,200,000,000	1,200,000,000
Common stock, par value	0.0001	$ 0.0001
Authorized preferred shares	50,000,000	50,000,000
Warrants
Common stock, shares authorized	4,000,000
Exercise price	0.005
Series A
Authorized preferred shares	7
Shares of common stock from the conversion of each share of preferred stock	214,289
Series B
Authorized preferred shares			60
Voting power total			60.00%

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LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Components of loss per share

	For the Three Months Ended March 31, 2015			For the Three Months Ended March 31, 2014
Net loss attributable to common stockholders	$	( 62,230	)	$	(535,743	)
Weighted average shares outstanding:
Basic and diluted		1,047,757,152			865,882,776
Loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)