10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2019

[  ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from ______________ to ______________

Commission File Number: 333-154799

SYLIOS CORP

(Exact name of registrant as specified in its charter)

Florida	26-2317506
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

501 1st Ave N., Suite 901

St. Petersburg, FL 33701

(Address of principal executive offices, including Zip Code)

(727)-482-1505

(Issuer’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
Emerging growth company [  ]

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,694,595 shares of common stock as of August 16, 2019.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements	F-1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2	Unregistered Sales of equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	18
Item 7	Signatures	20

2

Cautionary Note Regarding Forward Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:

● risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;

● risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements;

● risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans;

● risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;

● risks and uncertainties relating to the various industries and operations we are currently engaged in;

● results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations;

● risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses;

● risks related to commodity price fluctuations;

● the uncertainty of profitability based upon our history of losses;

● risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;

● risks related to environmental regulation and liability;

● risks related to tax assessments;

● other risks and uncertainties related to our prospects, properties and business strategy.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.

As used in this quarterly report, “Sylios,” the “Company,” “we,” “us,” or “our” refer to Sylios Corp unless otherwise indicated.

3

SYLIOS CORP

JUNE 30, 2019

FORM 10-Q

INDEX

	Page
PART I- FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	F-2
Consolidated Statements of Operations for the six months ended June 30, 2019 and 2018 (Unaudited)	F-3
Consolidated Statement of Operations for the three months ended June 30, 2019 and 2018 (Unaudited)	F-4
Consolidated Statements of Stockholders’ (Deficiency) for the six months ended June 30, 2019 and 2018 (Unaudited)	F-5
Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (Unaudited)	F-6
Notes to Consolidated Financial Statements (Unaudited)	F-7

F-1

SYLIOS CORP

(Formerly US Natural Gas Corp)

CONSOLIDATED BALANCE SHEETS

	June 30, 2019			December 31, 2018
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	118		$	28,005
Total current assets		118			28,005
PROPERTY AND EQUIPMENT, net		76,330			76,814
OTHER ASSETS
Oil and gas royalty interests		-			-
Oil and gas operating bonds		24,500			24,500
Investments in and advances to spun-off former subsidiaries:
The Greater Cannabis Company, Inc.		-			-
AMDAQ Corp		-			-
TOTAL ASSETS	$	100,948		$	129,319
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	61,358		$	29,585
Accrued officer and director compensation		401,964			804,335
Accrued interest on notes payable		463,991			439,414
Notes payable, third parties		1,396,855			1,440,242
Notes payable, related parties		148,000			148,000
Loans, related parties		3,840			3,762
Derivative liability		1,174,261			8,683,257
Total current liabilities		3,650,269			11,548,595
Asset Retirement Obligations (ARO’s)		64,500			64,500
TOTAL LIABILITIES		3,714,769			11,613,095
STOCKHOLDERS’ DEFICIT
Preferred stock: 5,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are the following shares outstanding:
Series A: 1,000,000 and 1,000,000, respectively		1,000			1,000
Series B: 0 and 0, respectively		-			-
Series C: 0 and 0, respectively		-			-
Series D: 100 and 100, respectively		-			-
Common stock: 750,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are 11,694,595 and 5,909,113 shares outstanding, respectively.		11,695			5,909
Additional paid in capital		10,562,345			8,981,912
Accumulated Deficit		(14,188,861	)		(20,472,597	)
Total stockholders’ (deficit)		(3,613,821	)		(11,483,776	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	100,948		$	129,319

The accompanying notes are an integral part of these consolidated financial statements.

F-2

SYLIOS CORP

(Formerly US Natural Gas Corp)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the six months ended June 30, 2019 and 2018 (Unaudited)

	(Unaudited) June 30, 2019			(Unaudited) June 30, 2018
Revenue earned
Consulting fees	$	2,500		$	-
Total revenue earned		2,500			-
Operating Expenses
Officer and director compensation, including stock-based compensation of $296,000 and $10,000, respectively		471,000			162,942
Professional fees (including stock-based compensation of $491,400 and $0, respectively)		564,900			2,694
Other operating expenses		85,282			7,999
Total operating expenses		1,121,182			173,635
Loss from operations		(1,118,682	)		(173,635	)
Other income (expenses)
Income from modification of convertible notes payable		-			343,540
Loss on conversions of notes payable		(111,977	)		-
Derivative liability income (expense)		7,610,646			(98,938	)
Amortization of debt discounts		(63,214	)		(5,877	)
Gain from marketable securities		7,283			-
Interest expense		(40,320	)		(104,020	)
Total other income (expenses)		7,402,418			134,705
Net income (loss) before provision for income taxes		6,283,736			(38,930	)
Provision for income taxes		-			-
Net income (loss)	$	6,283,736		$	(38,930	)
Basic and diluted income (loss) per common share	$	.62		$	(0.01	)
Weighted average common shares outstanding – basic and diluted		10,191,467			2,737,471

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SYLIOS CORP

(Formerly US Natural Gas Corp)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended June 30, 2019 and 2018 (unaudited)

	(Unaudited) June 30, 2019			(Unaudited) June 30, 2018
Revenue earned
Consulting fees	$	2,500		$	-
Total revenue earned		2,500			-
Operating Expenses
Officer and director compensation, including stock-based compensation of $0 and $10,000, respectively		87,500			87,500
Professional fees		3,500			-
Other operating expenses		14,709			2,834
Total operating expenses		105,709			90,334
Loss from operations		(103,209	)		(90,334	)
Other income (expenses)
Income from modification of convertible note payable		-			343,540
Derivative liability income (expense)		(28,503	)		-
Amortization of debt discounts		(38,364	)		-
Gain (loss) from marketable securities		(657	)		-
Interest expense		(18,945	)		(48,656	)
Total other income (expenses)		(86,469	)		294,884
Net income (loss) before provision for income taxes		(189,678	)		204,550
Provision for income taxes		-			-
Net income (loss)	$	(189,678	)	$	204,550
Basic and diluted income (loss) per common share	$	(.02	)	$	0.07
Weighted average common shares outstanding – basic and diluted		11,672,771			2,737,471

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SYLIOS CORP

(Formerly US Natural Gas Corp)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIENCY)

For the three and six months ended June 30, 2019 and 2018 (unaudited)

For the six months ended June 30, 2019:

	Series A Preferred				Series D Preferred								Additional
	stock				stock				Common Stock				Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balances at December 31, 2018		1,000,000	$	1,000		100	$	-		5,909,113	$	5,909	$	8,981,912		$	(20,472,597	)	$	(11,483,776	)
Unaudited:
Issuance of common stock in satisfaction of convertible debt and accrued interest										1,130,651		1,131		112,588						113,719
Issuance of common stock to consultant in satisfaction of account payable to consultant		-		-		-		-		37,500		37		14,963			-			15,000
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)		-		-		-		-		4,500,000		4,500		445,500			-			450,000
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest		-		-		-		-		-		-		157,500			-			157,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation		-		-		-		-		-		-		840,000			-			840,000
Round up shares after reverse split										509		1		(1	)					-
Net income for the three months ended March 31, 2019		-		-		-		-		-		-		-			6,473,414			6,473,414
Balances at March 31, 2019		1,000,000	$	1,000		100	$	-		11,577,773	$	11,578	$	10,552,462		$	(13,999,183	)	$	(3,434,143	)
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019										116,822		117		9,883						10,000
Net loss for the three months ended June 30, 2019																	(189,678	)		(189,678	)
Balances at June 30, 2019		1,000,000	$	1,000		100	$	-		11,694,595	$	11,695	$	10,562,345		$	(14,188,861	)	$	(3,613,821	)

For the six months ended June 30, 2018:

	Series A Preferred				Series D Preferred								Additional
	stock				stock				Common Stock				Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balances at December 31, 2017		1,000,000	$	1,000		100	$	-		2,737,471	$	2,737	$	8,875,084	$	(12,761,607	)	$	(3,882,786	)
Net loss for the three months ended March 31, 2018 (as restated-see Note Q)		-		-		-		-		-		-		-		(243,480	)		(243,480	)
Balances at March 31, 2018		1,000,000	$	1,000		100	$	-		2,737,471	$	2,737	$	8,875,084	$	(13,005,087	)	$	(4,126,266	)
Net income for the three months ended June 30, 2018		-		-		-		-		-		-		-		204,550			204,550
Balances at June 30, 2018		1,000,000	$	1,000		100	$	-		2,737,471	$	2,737	$	8,875,084	$	(12,800,537	)	$	(3,921,716	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

SYLIOS CORP

(Formerly US Natural Gas Corp)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2019 and 2018 (Unaudited)

	(Unaudited) June 30, 2019			(Unaudited) June 30, 2018
OPERATING ACTIVITIES:
Net income (loss)	$	6,283,736		$	(38,930	)
Adjustments to reconcile net income (loss) to net cash used from operating activities:
Depreciation		484			484
Stock-based professional fees relating to Valvasone Trust and affiliate		450,000			-
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to the Company CEO over accrued officer compensation settled charged to officer and director compensation		296,000			-
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to Valvasone Trust over notes payable and accrued interest settled charged to professional fees		41,400			-
Issuance of notes payable to Valvasone Trust for professional fees		20,000			-
Income from modification of non-convertible notes payable		-			(343,540	)
Loss on conversion of notes payable		111,977			-
Derivative liability expense (income)		(7,610,646	)		98,938
Amortization of debt discounts		63,214			5,877
Changes in operating assets and liabilities:
Accounts payable		46,773			-
Accrued officer and director compensation		151,629			162,942
Accrued interest on notes payable		40,318			104,020
Net cash provided (used) from operating activities		(105,115	)		(10,209	)
INVESTING ACTIVITIES:
Advances to spun-off former subsidiary, The Greater Cannabis Company, Inc.		-			(3,389	)
Net cash used by investing activities		-			(3,389	)
FINANCING ACTIVITIES:
Loans, related parties, net		78			(5,993	)
Proceeds from notes payable		80,150			20,000
Repayment of note payable		(3,000	)		-
Net cash provided from financing activities		77,228			14,007
NET INCREASE (DECREASE) IN CASH		(27,887	)		409
CASH, BEGINNING OF PERIOD		28,005			2
CASH, END OF PERIOD	$	118		$	411
Supplemental Disclosures of Cash Flow Information:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-
Non-cash investing and financing activities:
Issuance of notes payable to Valvasone Trust for professional services	$	20,000		$	-
Initial derivative liability charged to debt discounts	$	107,150		$	-
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest	$	157,500		$	-
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation	$	840,000		$	-
Issuance of common stock (total fair value of $113,917 in 2019) to convertible noteholders in satisfaction of:
Notes payable	$	1,100		$	-
Accrued interest		642			-
Subtotal		1,742			-
Loss on conversion of notes payable		111,977			-
Total fair value of common stock issued	$	113,719		$
Issuance of common stock to consultant in settlement of account payable to consultant	$	15,000		$	-
Issuance of common stock in satisfaction of accrued director’s compensation	$	10,000		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE A – ORGANIZATION

Sylios Corp (f/k/a US Natural Gas Corp) (“Sylios”, the “Company”, “we”, “us”, or “our”) was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. Sylios has four wholly owned subsidiaries: (i) US Natural Gas Corp KY (“USNG KY”), a corporation incorporated in Florida on February 1, 2010; (ii) US Natural Gas Corp WV (“USNG WV”) a corporation incorporated in Tennessee on August 25, 2009 and redomiciled in Florida on April 26, 2010; (iii) E 3 Petroleum Corp (“E 3”) a corporation incorporated in Florida on February 2, 2010; and (iv) 1720 RCMG, LLC (“RCMG”) a limited liability company formed in the State of Florida on July 24, 2019.

Effective March 10, 2017, Sylios distributed approximately 80.01% of the common stock of The Greater Cannabis Company, Inc. (“GCAN”), a former wholly owned subsidiary of Sylios organized in Florida on March 13, 2014. Please see NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES for further information.

Effective October 2, 2017, Sylios distributed approximately 41.05% of the common stock of AMDAQ Corp (formerly E 2 Investments, LLC) (“AMDAQ”), a former wholly owned subsidiary of Sylios organized in Florida on July 20, 2009. Please see NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES and NOTE P- SUBSEQUENT EVENTS for further information.

Effective December 28, 2018, Sylios effected a 1 share for 4,000 shares reverse stock split of its common stock reducing the number of issued and outstanding shares of its common stock from 10,949,884,000 to 2,737,471 shares. The accompanying financial statements retroactively reflect the reverse stock split.

Sylios owns vacant land in Macon, GA, which subject to receipt of adequate financing, it plans upon developing a storage facility for customer rentals. Please see NOTE C - PROPERTY AND EQUIPMENT for further information. USNG KY was granted royalty interests in 13 oil and gas wells in Kentucky (that had been shut-in since 2014) that it had acquired several years prior to the year ended December 31, 2017, which were sold to a third party in 2018. Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Summary of Significant Accounting Policies

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, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

The unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2018 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2018 included in the Company’s Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with that report.

Principles of Consolidation

The consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY, US Natural Gas Corp WV, E 3 Petroleum Corp and 1720 RCMG, LLC. All inter-company balances and transactions have been eliminated in consolidation.

F-7

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

Income Taxes

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

Financial Instruments and Fair Value of Financial Instruments

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

Oil and Gas Properties

The Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.

F-8

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in Accounting for Impairments.

On sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction of the cost of the interest retained. (Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.).

Derivative Liabilities

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Long-lived Assets

Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Marketable Equity Securities

Marketable equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities.

Deferred Financing Costs

Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt.

F-9

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

Stock-Based Compensation

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

Related Parties

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

Revenue Recognition

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

Advertising Costs

Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.

Loss per Share

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the six months ended June 30, 2019 and 2018, the Company excluded 58,713,064 and 2,628,416 shares, respectively relating to convertible notes payable to third parties (Please see NOTE H - NOTES PAYABLE, THIRD PARTIES for further information), 7,800,000 and 7,800,000 shares, respectively, relating to the Series A Preferred stock and 31,250,000 and 1,562,500 shares, respectively, relating to the Series D Preferred stock from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

F-10

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Enacted Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented.

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted.

The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE L - CAPITAL STOCK for further information.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

F-11

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

	June 30, 2019			December 31, 2018
	(Unaudited)
Land and storage facility costs development plans (pledged as security for promissory note of $75,000. Please see NOTE – I for further information)		75,000			75,000
Computer Software		20,000			20,000
Furniture, Fixtures and Equipment		10,828			10,828
Total		105,828			105,828
Accumulated depreciation and depletion		(29,498	)		(29,014	)
Net property and equipment	$	76,330		$	76,814

On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000.

On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000.

The Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s president on November 12, 2018, the Company has not made any payment against the Note.

The Company uses the straight-line method of depreciation for computer software and furniture, fixtures and equipment over the estimated useful lives of the respective assets. For the six months ended June 30, 2019 and 2018, depreciation expense relating to property and equipment was $484 and $484, respectively.

F-12

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE D - OIL AND GAS ROYALTY INTERESTS

Oil and gas royalty interests consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Royalty interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on May 10, 2018 (1)	$	-	$	-
Royalty interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2)		-		-
Royalty interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015. (3)		-		-
Totals	$	-	$	-

(1) Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells.

No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017.

(2) Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0.

(3) Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0.

NOTE E – OIL AND GAS OPERATING BONDS

The Company is required to put up for bond either cash or a Surety bond for each well it elects to act as operator. The amount of the bond is calculated based on the total depth of the well. In the event the Company were to abandon the wells, the Kentucky Department of Natural Resources would claim the cash bond and use the funds for reclamation.

The Company hopes to reclaim the cash bonds totaling $24,500 for the 13 wells sold in the Asset Purchase Agreement with Soligen Technologies, Inc. when Soligen replaces the Company’s cash bonds by funding with its own bond, which has not yet occurred at the date of issuance of these financial statements. Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.

NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES

The Greater Cannabis Company, Inc.

Effective March 10, 2017, in connection with a partial spin-off of The Greater Cannabis Company, Inc. (“GCAN”) from the Company, the Company issued a total of 26,905,969 shares of GCAN common stock. 5,378,476 shares were issued to itself (representing 19.9% of the issued and outstanding shares of GCAN common stock after the spin-off) and 21,527,493 shares were issued to the stockholders of record of the Company on February 3, 2017 on the basis of one share of GCAN common stock for each 500 shares of the Company’s common stock held (representing 80.1% of the issued and outstanding shares of GCAN common stock after the spin-off). The related Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on August 31, 2017. The Financial Industry Regulatory Authority (“FINRA”) cleared the quotation of GCAN common stock on July 10, 2018 under the symbol “GCAN.”

F-13

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF SUBSIDIARIES (continued)

Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows:

ASSETS	$	-
LIABILITIES
Notes payable to Sylios	$	104,557
Accrued interest on notes payable to Sylios		7,604
Loans payable to related parties:
Due to Chief Executive Officer of Sylios		1,477
Due to two subsidiaries of Sylios		284
Total liabilities		113,922
Net Assets	$	(113,922	)

Operations of GCAN for the period January 1, 2017 to March 10, 2017 (while GCAN was a wholly owned subsidiary of the Company) have been included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2017, as follows:

Revenues	$	-
Expenses:
Selling, general and administrative	$	4,557
Interest		577
Total expenses		5,134
Net loss	$	(5,134	)

Since GCAN had negative assets at the March 10, 2017 effective date of the spin-off, the Company recorded its 19.9% investment in GCAN at $0.

At June 30, 2019 and December 31, 2018, the Company held 628,476 (1.81% of the issued and outstanding common shares) and 5,378,476 (16.87% of the issued and outstanding common shares) shares of common stock of GCAN, respectively. On January 9, 2019, the Company transferred 4,000,000 shares of GCAN common stock (fair value of $840,000) to Wayne Anderson to satisfy liabilities of $544,000. Also, on January 9, 2019 the Company transferred 750,000 shares of GCAN common stock (fair value of $157,500) to Valvasone Trust to satisfy liabilities of $116,100.

AMDAQ Corp

On September 1, 2017, AMDAQ Corp (“AMDAQ”) acquired AMDAQ, Ltd. (“Limited”), a corporation formed under the Registrar of Companies for England and Wales in March 2016, in exchange for 15,000,000 shares of AMDAQ common stock (representing approximately 46% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the transaction). As of the September 1, 2017 acquisition date. Limited had no assets and no liabilities. For the period from January 1, 2017 to September 1, 2017, Limited had no revenues and expenses of $12,327. From September 1, 2017 to October 2, 2017, Limited had no revenues and no expenses.

Effective October 2, 2017, in connection with a partial spin-off of AMDAQ from the Company, the Company issued a total of 17,552,626 shares of AMDAQ common stock. 2,956,650 shares were issued to itself (representing 9.1% of the issued and outstanding shares of AMDAQ common stock after the spin-off) and 14,595,976 shares were issued to the stockholders of record of the Company on September 15, 2017 on the basis of one share of AMDAQ common stock for each 750 shares of the Company’s common stock held (representing 44.8% of the issued and outstanding shares of AMDAQ common stock after the spin-off). AMDAQ plans to file a Registration Statement on Form S-1 during the fourth quarter of 2019.

Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows:

ASSETS
Loans receivable from USNG KY	$	41,714
Total assets		41,714
LIABILITIES
Loans payable to Sylios:	$	63,033
Total liabilities		63,033
Net Assets	$	(21,319	)

F-14

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES (continued)

AMDAQ had no revenues or expenses for the period January 1, 2017 to October 2, 2017 (while AMDAQ was a subsidiary of the Company).

Since AMDAQ had negative assets at the October 2, 2017 effective date of the spin-off, the Company recorded its 9.1% investment in AMDAQ at $0.

On October 16, 2017, AMDAQ acquired 1,000,000 Ethereum compliant tokens from two business associates in exchange for 3,000,000 shares of AMDAQ common stock.

At June 30, 2019 and December 31, 2018, the Company held 2,956,650 (13.47% of the issued and outstanding common shares) and 2,956,650 (7.69% of the issued and outstanding common shares) shares of common stock of AMDAQ, respectively. On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.

NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION

Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Pursuant to April 1, 2015 Employment Agreement	$	6,964	$	561,835
Pursuant to April 1, 2018 Employment Agreement		337,500		202,500
Pursuant to January 5, 2011 Board of Directors Service Agreement		-		-
Pursuant to January 2, 2018 Board of Directors Service Agreement		57,500		40,000
Total	$	401,964	$	804,335

For the year ended December 31, 2018 and the three and six months ended June 30, 2019, the balance of accrued officer and director compensation changed as follows:

	Pursuant to Employment Agreements			Pursuant to Board of Directors Services Agreements			Total
Balance, December 31, 2017		506,393			70,000			576,393
Officer’s/director’s compensation for year ended December 31, 2018		257,942			80,000			337,942
Issuance of 2,176,617 restricted shares of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018		-			(70,000	)		(70,000	)
Issuance of 995,025 restricted shares of common stock (with a fair value of $40,000) on December 31, 2018		-			(40,000	)		(40,000	)
Balance, December 31, 2018		764,335			40,000			804,335
Officer’s/director’s compensation for three months ended March 31, 2019		67,500			20,000			87,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole officer and director		(544,000	)		-			(544,000	)
Balance March 31, 2019 (unaudited)		287,835			60,000			347,835
Officer’s/director’s compensation for three months ended June 30, 2019		67,500			20,000			87,500
Cash payments to Officer/Director during the three months ended June 30, 2019		(10,871	)		(12,500	)		(23,371	)
Issuance of 116,822 restricted shares of common stock (with a fair value of $10,000) on April 10, 2019		-			(10,000	)		(10,000	)
Balance June 30, 2019 (unaudited)	$	344,464		$	57,500		$	401,964

F-15

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE H - NOTES PAYABLE, THIRD PARTIES

Notes payable to third parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date:
Issue date October 9, 2018, maturity date of October 9, 2019- net of unamortized debt discount of $8,302 and $23,178 at June 30, 2019 and December 31, 2018, respectively		21,698		6,822
Issue date December 31, 2018, maturity date of December 31, 2019- net of unamortized debt discount of $16,636 and $33,000 at June 30, 2019 and December 31, 2018, respectively		16,364		-
Amended and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019- net of amounts converted into Sylios common stock and net of unamortized debt discount of $13,763 and $0 at June 30, 2019 and December 31, 2018, respectively		6,637		-
Issue date February 18, 2019, maturity date of February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018 respectively		4,177		-
Issue date June 5, 2019, maturity date of June 5, 2020- net of unamortized debt discount of $15,370 and $0 at June 30, 2019, December 31, 2018, respectively		1,130		-
Subtotal Armada		50,006		6,822
Unsecured Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”), all in technical default, with interest at 12% payable at maturity with principal (default interest rates ranging from 18% to 22%); convertible into shares of common stock at a variable conversion price equal to 40% of the Market Price (20% for the note due March 7, 2018), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock		3,984		3,984
Issue date February 1, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock		4,742		4,742
Issue date February 13, 2017, maturity date November 30, 2017		10,000		10,000
Issue date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock		10,000		10,000
Issue date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $6,610 and $0 at June 30, 2019 and December 31, 2018, respectively		5,890		-
Subtotal Darling		34,616		28,726
Unsecured Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default, with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock		5,500		3,086
Issue date April 28, 2014, maturity date April 28, 2015, net of amounts converted into Sylios common stock		521		521
Issue date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock		26,086		26,086

F-16

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE H - NOTES PAYABLE, THIRD PARTIES (continued)

Issue date August 12, 2014, maturity date August 12, 2015		112,500		112,500
Issue date July 3, 2014, maturity date July 3, 2015		50,000		50,000
Issue date June 3, 2015, maturity date June 3, 2016		17,250		17,250
Issue date March 16, 2016, maturity date June 14, 2016		17,500		17,500
Issue date January 27, 2017, maturity date January 27, 2018		55,000		55,000
Subtotal Tangiers		284,357		281,943
Unsecured Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date June 1, 2016, maturity date December 1, 2016		-		4,000
Issue date July 11, 2016, maturity date January 11, 2017		-		4,000
Subtotal Bullfly		-		8,000
Unsecured Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date February 24, 2016, maturity date August 24, 2016		-		7,500
Subtotal Mountain		-		7,500
Secured Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal, secured by substantially all assets of the Company per UCC filing dated June 30, 2015:
Issue date June 6, 2018 (renewing note dated September 4, 2009)		790,000		790,000
Issue date June 6, 2018 (renewing note dated November 12, 2009)		120,000		120,000
Subtotal SLMI		910,000		910,000
Secured Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable at maturity with principal:
Issue date January 11, 2010, maturity date July 10, 2010		100,000		100,000
Subtotal MTEL		100,000		100,000
Unsecured Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with interest at 3% payable at maturity with principal:
Issue date October 7, 2013, maturity date January 31, 2014		-		10,000
Issue date March 30, 2014, maturity date June 30, 2014		-		15,000
Issue date January 11, 2016, maturity date March 31, 2016		-		22,000
Issue date July 1, 2017, maturity date September 30, 2017		-		40,000
Subtotal Valvasone		-		87,000
Unsecured Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity with principal:
Issue date November 17, 2017, maturity date April 17, 2018		4,000		4,000
Subtotal Atlas		4,000		4,000
Unsecured Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal Jefferson		6,520
Unsecured Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal BHP		6,520
Unsecured Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5% payable at maturity with principal:
Issue date August 11, 2017, maturity date November 11, 2017		3,250		6,250
Subtotal Pacific		3,250		6,250
Total	$	1,396,855	$	1,440,242

F-17

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE H - NOTES PAYABLE, THIRD PARTIES (continued)

Concentration of Debt Due Lenders:

	SLMI		Tangiers		Other		Total
June 30, 2019
Promissory notes payable, net of discount	$	910,000	$	284,357	$	204,912	$	1,396,855
Accrued interest:
Stated interest		292,934		91,111		79,946		463,991
Additional default interest		-		-		-		-
Total accrued interest		292,934		91,111		79,946		463,991
Total debt (Unaudited)	$	1,202,934	$	375,468	$	284,858	$	1,860,846
December 31, 2018
Promissory notes payable, net of discount	$	910,000	$	281,943	$	248,299	$	1,440,242
Accrued interest:				-
Stated interest		279,284		79,145		80,985		439,414
Additional default interest		-		-		-		-
Total accrued interest		279,284		79,145		80,985		439,414
Total debt	$	1,189,284	$	361,088	$	329,284	$	1,879,656

Interest expense consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Stated interest	$	18,945	$	19,856	$	40,320	$	39,693
Additional default interest		-		28,820		-		64,347
Totals	$	18,945	$	48,676	$	40,320	$	104,040

The stated interest and additional default interest expense relates to the following lenders:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
SLMI	$		$		$		$
Stated Interest		6,825		7,140		13,650		13,650
Additional default interest		-		12,267		-		30,667
Total SLMI		6,825		19,407		13,650		44,317
Tangiers:
Stated Interest		5,983		5,920		11,966		11,820
Additional default interest		-		12,656		-		25,689
Total Tangiers		5,983		18,576		11,966		37,509
Other lenders
Stated Interest		6,029		6,796		14,704		14,223
Additional default interest		-		3,897		-		7,991
Total others		6,029		10,693		14,704		22,214
Totals
Stated Interest		18,945		19,856		40,320		39,693
Additional default interest		-		28,820		-		64,347
Total all Lenders	$	18,945	$	48,676	$	40,320	$	104,040

F-18

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE H - NOTES PAYABLE, THIRD PARTIES (continued)

Income from modification of convertible and non-convertible notes payable consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Waiver of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018 (1)	$	-	$	343,540	$	-	$	343,540
Waiver of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018 (2)		-		-		-		-
Waiver of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December 18, 2018 (2)		-		-		-		-
Total	$	-	$	343,540	$	-	$	343,540

(1) The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations.

(2) As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes.

Gain on settlement of convertible notes payable consists of:

	Three Months Ended		Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

Convertible Note Conversions:

During the six months ended June 30, 2019, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes:

	Principal		Interest		Total		Conversion		Shares
Date	Conversion		Conversion		Conversion		Price		Issued		Issued to
2/7/2019	$	—	$	642	$	642	$	0.00108		594,066	Darling
2/20/2019		1,100		—		1,100		0.00205		536,585	Armada
	$	1,100	$	642	$	1,742				1,130,651

Loss on conversions of notes payable consists of:

	Three Months Ended				Six Months
	June 30, 2019		June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Armada convertible notes	$	-	$	-	$	(52,599	)	$	-
Beaufort convertible notes		-		-		-			-
Darling convertible notes		-		-		(59,418	)		-
Tangiers convertible notes		-		-		-			-
Other convertible notes		-		-		-			-
Total	$	-	$	-	$	(111,977	)	$	-

F-19

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE I - NOTES PAYABLE, RELATED PARTIES

Notes payable to related parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019	$	70,000	$	70,000
Unsecured Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 3%, due September 15, 2018		78,000		78,000
Total	$	148,000	$	148,000

The Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson (originally in the amount of $75,000) is secured by a Deed to Secure Debt, Assignment of Rents and Security Agreement relating to the property located in Macon, Georgia (Please see NOTE C – PROPERTY AND EQUIPMENT for further information). The Note provides for the Company to make a first payment of $15,000 within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to Mr. Anderson on November 12, 2018, the Company has not made any payment against the Note.

F-20

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE J - DERIVATIVE LIABILITY

The derivative liability at June 30, 2019 and December 31, 2018 consisted of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Convertible Promissory Notes payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information	$	346,238	$	1,076,786
Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		221,815		2,248,272
Convertible Promissory Notes payable to Tangiers Investment Group, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		535,277		5,354,400
Convertible Promissory Notes payable to Bullfly Trading Company, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,960
Convertible Promissory Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,838
Convertible Promissory Note payable to Jefferson Street Capital, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Convertible Promissory Note payable to BHP Capital NY, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Total derivative liability	$	1,174,262	$	8,683,257

F-21

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE J - DERIVATIVE LIABILITY (continued)

The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income).

The fair value of the derivative liability was measured at the respective issuance dates and at June 30, 2019 and December 31, 2018 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2019 were (1) stock price of $0.02 per share, (2) conversion prices ranging from $0.00205 to $0.01 per share, (3) terms ranging from 6 months to 324 days, (4) expected volatility of 1225%, and (5) risk free interest rates ranging from 1.93% to 2.06%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2018 were (1) stock price of $0.0402 per share, (2) conversion prices ranging from $0.0008 to $0.164 per share, (3) terms ranging from 6 months to 12 months, (4) expected volatility of 1080%, and (5) risk free interest rates ranging from 2.56% to 2.63%.

Derivative liability income (expense) consists of:

	Three Months Ended					Six Months ended
	June 30, 2019			June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Beaufort convertible notes	$	-		$	-	$	-		$	(82,945	)
Armada convertible notes		(8,571	)		-		778,598			-
Darling convertible notes		-			-		2,038,957			43,804
Tangiers convertible notes		-			-		4,819,124			(71,717	)
Other convertible notes		(19,932	)		-		(26,033	)		11,920
Total	$	(28,503	)	$	-	$	7,610,646		$	(98,938	)

NOTE K – ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations relate to future plugging and abandonment costs relating to the 13 oil and gas wells located in Kentucky, which were sold to Soligen Technologies, Inc. (“Soligen”) on May 10, 2018 (Please see NOTE D -OIL AND GAS ROYALTY INTERESTS for further information). The $64,500 liability was estimated by management at December 31, 2018 based upon a number of factors including the depth of the wells and the regional reclamation, plugging and abandonment costs. No change in the estimate of $64,500 has been recognized from December 31, 2016 to June 30, 2019.

If and when Soligen replaces our operating bond on deposit with the Kentucky Department of Natural Resources, Soligen will then become responsible for the asset retirement obligations relating to the 13 wells and we will writeoff the then balance of the asset retirement obligations liability.

NOTE L - CAPITAL STOCK

Preferred Stock

On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A Preferred Stock shall be as hereinafter described. The holders of Series A Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A Preferred shares are outstanding.

The holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series A Preferred Stock held on a one per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock only if the Company has failed to satisfy all financial obligations by the designated time inclusive of the cure period. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series A Preferred Stock was Three Million (3,000,000) shares. At June 30, 2019 and December 31, 2018, there are 1,000,000 and 1,000,000 shares issued and outstanding, respectively.

On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B Preferred Stock shall be as hereinafter described. The holders of Series B Preferred Stock shall not be entitled to receive dividends. The holders of Series B Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the Company. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series B Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of ten shares of common stock for each share of series B Preferred Stock. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series B Preferred Stock was Three Hundred Thousand (300,000) shares. At June 30, 2019 and December 31, 2018 there are 0 and 0 shares issued and outstanding, respectively.

F-22

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE L - CAPITAL STOCK (continued)

On April 14, 2011, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series C Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series C Preferred Stock shall be as hereinafter described. The holders of Series C Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series Preferred Stock while Series C Preferred shares are outstanding. The holders of Series C Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series C Preferred Stock held on a forty votes per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series C Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of forty shares of common stock for each share of series C Preferred Stock. The Board of directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series C Preferred Stock (the “Series C Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series C Preferred Stock was One Million (1,000,000) shares. At June 30, 2019 and December 31, 2018, there are 0 and 0 shares issued and outstanding, respectively

On November 14, 2017, the Company’s Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series D Preferred Stock” with a stated value of $0.001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series D Preferred Stock shall be as hereinafter described. The holders of Series D Preferred Stock shall not be entitled to receive dividends.

The holders of Series D Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the Company. If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series D Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series A, plus Series B, plus Series C Preferred Stocks which are issued and outstanding at the time of voting. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series D Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock upon the following formula:

Calculation- Each individual share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock equal to:

[5000]

divided by:

[.80 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series D Preferred stockholder]

The number of authorized shares constituting the Series D Preferred Stock was Five Hundred Thousand (500,000) shares. At June 30, 2019 and December 31, 2018, there are 100 and 100 shares issued and outstanding, respectively.

Common Stock

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

F-23

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE L - CAPITAL STOCK (continued)

In April 2018, the Board of Directors approved a 1:4000 reverse stock split. On December 7, 2018, the Company filed a new Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”) for the Company’s approved 1:4000 reverse stock split. On December 27, 2018, the Company was notified by FINRA that it had sufficient information to pass on the corporate action. The Company’s common stock began trading on a post-split basis beginning on December 28, 2018 (the “Effective date”). The trading symbol for the Company’s common stock was changed to “UNGSD” for the first twenty business days including the effective date, thereafter the trading symbol reverted back to “UNGS.”

Common Stock and Preferred Stock Issuances

For the six months ended June 30, 2019 and fiscal years ended December 31, 2018 and December 31, 2017, the Company issued and/or sold the following unregistered securities:

2019

On January 4, 2019, the Company issued 37,500 shares of its common stock (with a fair value of $14,959) in satisfaction of $15,000 in accounts payable due a consultant.

On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.

On February 7, 2019, the Company issued 594,066 shares of its common stock to a convertible noteholder in satisfaction of $642 accrued interest. The $59,418 excess of the $60,060 fair value of the 594,066 shares over the $642 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

 
On February 14, 2019, the Company issued 3,000,000 shares of its common stock to Valvasone Trust as payment for services rendered on behalf of the Company. The $300,000 fair value of the 3,000,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 14, 2019, the Company issued 1,500,000 shares of its common stock to a Valvasone Trust affiliate as payment for services rendered on behalf of the Company. The $150,000 fair value of the 1,500,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 20, 2019, the Company issued 536,585 shares of its common stock to a convertible noteholder in satisfaction of $1,100 notes payable. The $52,559 excess of the $53,659 fair value of the 536,585 shares over the $1,100 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

On April 17, 2019, the Company issued 116,822 shares of its common stock to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $10,000 director’s stock-based compensation for the first quarter of calendar year 2019.

2018

In December 2018, the Company issued 995,025 shares of its common stock (with a fair value of $40,000) to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $40,000 accrued director’s compensation for the calendar year 2018.

In December 2018, the Company issued 2,176,617 shares of its common stock (with a fair value of $70,000) to Wayne Anderson in satisfaction of $70,000 accrued director’s compensation for the calendar years 2011-2017.

2017

In January 2017, the Company issued 21,875 shares of common stock to Wayne Anderson in satisfaction of $7,000 accrued officer compensation. The $10,500 excess of the $17,500 fair value of the 21,875 shares over the $7,000 liability reduction was charged to officer and director compensation expense.

In January 2017, the Company issued 75,000 shares of common stock to Valvasone Trust, the Company’s external financial advisor, in satisfaction of $15,000 notes payable. The $45,000 excess of the $60,000 fair value of the 75,000 shares over the $15,000 liability reduction was charged to professional fees expense. In addition, Valvasone Trust was issued $40,000 notes payable on July 1, 2017 for services performed by John DellaDonna, CPA (trustee of Valvasone Trust) as the Company’s external financial advisor. Accordingly, the professional fees incurred to Valvasone Trust and charged in the consolidated financial statement of operations for the year ended December 31, 2017 aggregated $85,000.

In January 2017, the Company issued 41,667 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable. The $6,667 excess of the $16,667 fair value of the 41,667 shares over the $10,000 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 173,937 shares of common stock to a convertible noteholder in satisfaction of $2,414 notes payable and $11,618 accrued interest. The $125,118 excess of the $139,150 fair value of the 173,937 shares over the $14,032 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 113,220 shares of common stock to a convertible noteholder in satisfaction of $9,058 notes payable. The $36,230 excess of the $45,288 fair value of the 113,220 shares over the $9,058 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 52,188 shares of common stock a convertible noteholder in satisfaction of $12,525 notes payable. The $29,225 excess of the $41,750 fair value of the 52,118 shares over the $12,525 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 114,583 shares of common stock to a convertible noteholder in satisfaction of $27,500 notes payable. The $64,167 excess of the $91,667 fair value of the 114,583 shares over the $27,500 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 140,438 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable and $1,235 accrued interest. The $101,115 excess of the $112,350 fair value of the 140,933 shares over the $11,235 liability reduction was charged to loss on conversion of debt.

In February 2017, the Company issued 70,813 shares of common stock to a convertible noteholder in satisfaction of $4,458 notes payable and $1,207 accrued interest. The $22,660 excess of the $28,325 fair value of the 70,813 shares over the $5,665 liability reduction was charged to loss on conversion of debt.

The number of common shares authorized with a par value of $0.001 per share at June 30, 2019 and December 31, 2018is 750,000,000 and 750,000,000, respectively. At June 30, 2019 and December 31, 2019, there are 11,577,773 and 5,909,113 shares of common stock issued and outstanding, respectively.

F-24

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE L - CAPITAL STOCK (continued)

Preferred Stock

On December 31, 2017, the Company issued to Wayne Anderson 100 shares of the Company’s newly designated Series D Preferred Stock in satisfaction of $500,000 accrued officer’s compensation.

Warrants and options

A summary of warrants and options activity follows:

	Shares Equivalent
	Options		Warrants		Total
Balance, January 1, 2017		25,000		-		25,000
Granted in year ended December 31, 2017		-		-		-
Balance December 31, 2017		25,000		-		25,000
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement		25,000		-		25,000
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018		-		62,500		62,500
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018		-		82,500		82,500
Balance, December 31, 2018		50,000		145,000		195,000
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019		-		3,000,000		3,000,000
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019		-		220,000		220,000
Balance, June 30, 2019		50,000		3,543,750		3,593,750

As of June 30, 2019, the Company has eleven warrants and options issued and outstanding granting the holders the right to purchase up to a total of 3,593,750 shares of its common stock.

The following table summarizes information about warrants outstanding as of June 30, 2019:

Number Outstanding
At June 30, 2019		Exercise Price		Expiration Date
	25,000	$	0.80	April 1, 2020
	25,000	$	0.40	April 1, 2023
	62,500	$	0.40	October 9, 2023
	82,500	$	0.40	December 31, 2023
	3,000,000	$	0.025	January 9, 2024
	78,750	$	0.10	February 20, 2024
	100,000	$	0.10	May 2, 2024
	220,000		0.075	June 5, 2024
	3,593,750

F-25

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE M - INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the three and six months ended June 30, 2019 and 2018. The sources of the difference are as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(Unaudited)			Unaudited)			(Unaudited)			(Unaudited)
Expected tax	$	(39,832	)	$	42,956		$	1,319,585		$	(8,175	)
Non-deductible stock-based compensation		-			-			165,354			-
Non-deductible loss on conversion of notes payable and accrued interest		-			-			23,515			-
Non-deductible loss (nontaxable income) from derivative liability		5,986			-			(1,598,236	)		20,777
Non-deductible amortization of debt discounts		8,056			-			13,275			1,234
Increase (decrease) in Valuation allowance		25,790			(42,956	)		76,507			(13,836	)
Provision for (benefit from) income taxes	$	-		$	-		$	-		$	-

All tax years remain subject to examination by the Internal Revenue Service.

Significant components of the Company’s deferred income tax are as follows:

	June 30, 2019			December 31, 2018
	(Unaudited)
Unpaid accrued officer and director compensation	$	84,412		$	168,910
Net operating loss carry-forwards		2,223,349			2,062,344
Valuation allowance		(2,307,761	)		(2,231,254	)
Net non-current deferred tax asset	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $2,231,254 attributable to the future utilization of the $804,335 timing difference relating to unpaid officer and director compensation and the $9,820,686 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2018. The Company will continue to review this valuation allowance and make adjustments as appropriate. $10,072,705 of the net operating loss carryforward expires in varying amounts from year 2026 to year 2037.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

F-26

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE N - COMMITMENTS AND CONTINGENCIES

Occupancy

On August 21, 2018, the Company entered into a lease to rent office space located at 501 1st Ave N, Suite 901, St. Petersburg, FL 33701. The lease is for a term of one year and has a monthly rental rate of $470. The Company’s future rental obligation at June 30, 2019 and December 31, 2018 is $940 and $3,760, respectively.

Employment and Director Agreements

On April 1, 2018, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. The agreement provides for Mr. Anderson to receive an annual compensation of $270,000 for each of the three years of the Agreement. Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

F-27

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE N - COMMITMENTS AND CONTINGENCIES (continued)

On January 2, 2018, the Company executed a new Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 2, 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

On April 1, 2015, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. Mr. Anderson was accrued an annual compensation of $221,767 for each of the three years of the Agreement.

On January 5, 2011, the Company executed a Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 5, 2011 the Company was to pay Mr. Anderson the equivalent of $2,500 per quarter in common stock for which Mr. Anderson served on the Board of Directors. For the years ended December 31, 2011 to December 31, 2017, the Company expensed $10,000 per year, which was satisfied through the issuance of the Company’s common stock on December 31, 2018. Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

Legal

From time to time, the Company is subject to litigation from service providers and others. As of June 30, 2019 and December 31, 2018, there are two outstanding judgments against the Company totaling $6,658 and $6,658, respectively (which is included in accounts payable). As of June 30, 2019 and December 31, 2018 and at the date of issuance of these financial statements, there is no outstanding litigation against the Company.

F-28

SYLIOS CORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2019 and 2018 (Unaudited)

NOTE O - GOING CONCERN UNCERTAINITY

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of June 30, 2019, we had an accumulated deficit of $14,188,861. For the six months ended June 30, 2019, we used cash from operating activities of $105,115. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through August 2020.

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.

NOTE P - SUBSEQUENT EVENTS

On July 2, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Armada Investment Fund, LLC (“ARMADA”) in the principal amount of $16,500 in exchange for $15,000 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 5, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The Convertible Note is due on June 5, 2020 and bears interest at 8% annually. As part of the transaction, ARMADA was also issued a warrant granting the holder the right to purchase up to 220,000 shares of the Company’s common stock at an exercise price of $0.075 for a term of 5-years.

On July 22, 2019, the Company elected to form a new operating subsidiary to manage the Company’s development of its commercial property located in Macon, GA. The Board of Directors approved the formation of a new subsidiary named 1720 RCMG, LLC. The Company filed Articles of Organization with the State of Florida Division of Corporations on the same date. The new entity will become a wholly owned subsidiary of the Company.

On July 25, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of Armada Investment Fund, LLC, BHP Capital NY Inc. and Fourth Man, LLC (collectively, the “Investors”) wherein the Company issued each of the Investors a Convertible Promissory Note (the “Notes”) in the amount of $15,400 for a total of $46,200. The Notes have a term of one (1) year and are due on July 29, 2020 and bear interest at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 29, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. As part and parcel of the foregoing transactions, each of the Investors was issued a warrant granting the holder the right to purchase up to 256,667 shares of the Company’s common stock at an exercise price of $0.08 for a term of 5-years. The transactions closed on July 29, 2019. 

F-29

NOTE Q – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS 

Our Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2019 (and declared effective by the SEC on July 8, 2019)(the “S-1/A-2”) contained consolidated statements of operations and cash flows of the Company for the three months ended March 31, 2018. In the preparation of the accompanying Form 10-Q for the quarterly period ended June 30, 2019 (the “June 30, 2019 10-Q”), errors were discovered principally relating to accounting for the derivative liability recorded at March 31, 2018 that resulted from the Company’s failure to measure that liability at that date using Black Scholes option pricing model measurements applied to the individual convertible notes payable using such assumptions as stock price, conversion price, risk-free interest rate, term and volatility.

Essentially, in retrospect, the Company’s failure to measure using the Black Scholes model resulted in an overstatement of the derivative liability expense in the three months ended March 31, 2018 as recorded in the financial statements for that period included in the Amendment No.2 to Form S-1 filed by the Company on June 17, 2019. As restated, the derivative liability expense of $1,943,842 as originally reported has been reduced by $1,844,904 to $98,938 as restated. In addition, the Company also failed to amortize debt discounts on convertible notes payable for the three months ended March 31, 2018 in the consolidated financial statements of the Company filed in Amendment No. 2 to Form S-1 filed by the Company on June 17, 2019. As restated, the amortization of debt discounts expense of $0 as originally reported has been increased by $5,877 to $5,877 as restated. As restated, the net loss of $2,082,507 as originally reported has been decreased by $1,839,027 to $243,480 as restated. We have corrected these errors and used the corrected amounts in connection with the preparation of this June 30, 2019 Form 10-Q.

The effect of the correction adjustments on the Consolidated Statement of Operations for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Revenue	$	-		$	-		$	-
Operating expenses:
Officer and director compensation, including stock- based compensation of $10,000		75,442			-			75,442
Professional fees		2,694			-			2,694
Other operating expenses		5,165			-			5,165
Total operating expenses		83,301			-			83,301
Loss from Operations		(83,301	)		-			(83,301	)
Other income (expenses):
Derivative liability expense		(1,943,842	)		1,844,904			(98,938	)
Amortization of debt discounts		-			(5,877	)		(5,877	)
Interest expense		(55,364	)		-			(55,364	)
Total other income (expenses)		(1,999,206	)		1,839,027			(160,179	)
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Basic and diluted loss per common share	$	(0.76	)	$	0.67		$	(0.09	)
Weighted average common shares outstanding-basic and diluted		2,737,471			-			2,737,471

The effect of the corrections adjustments on the Consolidated Statement of Cash Flows for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Derivative liability expense		1,943,842			(1,844,904	)		98,938
Amortization of debt discounts		-			5,877			5,877
Depreciation		242			-			242
Accrued interest on notes payable		55,364			-			55,364
Accrued officer and director compensation		75,442			-			75,442
Net cash used from operating activities		(7,618	)		-			(7,618	)
Net cash used from investing activities		(157	)		-			(157	)
Net cash provided from financing activities		7,583			-			7,583
DECREASE IN CASH AND CASH EQUIVALENTS	$	(192	)	$	-		$	(192	)

F-30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current Business

Sylios Corp (f/k/a US Natural Gas Corp) (“Sylios”, the “Company”, “we”, “us”, or “our”) was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc.

Sylios Corp is a holding corporation, which through its subsidiaries, has operations engaged in the exploration and development of oil and natural gas properties, purchase of royalty and working interest units in producing properties (oil and natural gas) and alternative land development projects. The Company maintains equity investments in our two spin-offs (The Greater Cannabis Company, Inc. (“GCAN”) and AMDAQ Corp (“AMDAQ”)) that focus on the development and commercialization of cannabinoid delivery systems and blockchain technology, respectively. As of the date of this filing, the Company maintains a 1.81% ownership of the issued and outstanding common shares of GCAN and a 9.84% ownership of the issued and outstanding common shares of AMDAQ.

Our operations are currently divided amongst four wholly owned subsidiaries, US Natural Gas Corp KY (“KY”), US Natural Gas Corp WV (“WV”) (formerly Wilon Resources, Inc.), E 3 Petroleum Corp (“E3”) and 1720 RCMG, LLC (“RCMG”). During the fiscal year ended 2017, the Company spun-off its two formerly owned subsidiaries, The Greater Cannabis Company, Inc. and AMDAQ Corp. In addition, in June 2017 the Company sold its wholly owned subsidiary Bud Bank, Inc.

Subsidiaries:

US Natural Gas Corp WV:

US Natural Gas Corp WV (“WV”) (formerly Wilon Resources, Inc.) is a wholly owned subsidiary that was formed in Tennessee and acquired in June 2010.

WV’s operations were based in Wayne County, West Virginia and primarily concentrated on the production of commercially viable natural gas. Through WV, the Company seeks to identify and acquire “non-operator” royalty or working interest participations in natural gas wells that are in production. As of the date of this filing, the Company does not own any real property, royalty or working interest participations in WV.

US Natural Gas Corp KY:

US Natural Gas Corp KY (“KY”) is a wholly owned subsidiary formed in the State of Florida on June 8, 2010. KY’s operations concentrate on oil producing activities mainly in South-Central Kentucky.

Our business strategy is to economically increase reserves, production, and the sale of natural gas and oil from existing and acquired properties in the Appalachian Basin and elsewhere, in order to maximize shareholders’ return over the long term. Our strategic location in Kentucky enables us to actively pursue the acquisition and development of producing properties in that area that will enhance our revenue base without proportional increases in overhead costs.

We expect to generate long-term reserve and production growth through drilling activities and further acquisitions. We believe that our management’s experience and expertise will enable us to identify, evaluate, and develop natural gas projects.

We have acquired and intend to acquire additional producing oil and gas property rights where we believe significant additional value can be created. Our Management is primarily interested in developmental properties where some combination of these factors exist: (1) opportunities for long production life with stable production levels; (2) geological formations with multiple producing horizons; (3) substantial exploitation potential; and (4) relatively low capital investment production costs.

The Company currently holds the following royalties in certain wells in the State of Kentucky and Tennessee. The Company is not required to cover the wells on its blanket bond nor is it required to expend any future capital on maintenance.

ROYALTIES HELD (as NON-OPERATOR)
WELL NAME	COUNTY (STATE)	% ROYALTY		STATUS (b)	PRODUCT (c)
GREEN 7-3-TW	FENTRESS (TN)		15	SI	O
JAMES PHARIS K-1	CUMBERLAND (KY)		5	SI	O
Wells sold in the Soligen Technologies, Inc. transaction dated May 10, 2018	Multiple within KY		30	SI	O

(b) - Status

i)	PR - In Production
ii)	PL - Plugged
iii)	SI - Shut-In

(c) - Product

i)	O - Oil production
ii)	NG - Natural Gas production
iii)	O/NG - Both Oil & Natural Gas production

The GREEN and JAMES PHARIS wells are covered under the bond of Keller Energy, LLC (“Keller”). Keller is currently re-entering each of the wells to replace downhole pumping parts, flowlines and certain tank batteries. The Company anticipates that each of the wells will be placed into production during the third quarter of 2019.

The wells sold to Soligen Technologies, Inc. (“Soligen”) are still under the bond of E 3 Petroleum Corp, a wholly owned subsidiary of the Company. Soligen’s plan is to re-enter each well to determine what downhole work is needed to place the wells back into production and to stimulate increased production. We anticipate that 3-4 of the wells will be re-entered, re-worked and placed into production by the end of the fourth calendar quarter of 2019. Please see NOTE D - OIL AND GAS ROYALTY INTERESTS and NOTE E – OIL AND GAS OPERATING BONDS for further information.

4

On May 10, 2018, the Company’s subsidiary, US Natural Gas Corp KY (“KY”), entered into an Asset Purchase Agreement with Soligen Technologies, Inc. (“SGTN”) for the sale of 13 previously producing crude and natural gas wells, approximately 1700 acres of leaseholds, tank batteries and gathering systems (collectively the “assets”) all located in multiple counties throughout the State of Kentucky. Under the terms of the Agreement, SGTN acquired the assets for consideration of One Hundred Forty Thousand and no/100 Dollars ($140,000). At Closing, SGTN assigned KY a royalty for payment out of production, whereby KY shall receive thirty percent (30%) of the gross proceeds of production from the acquired assets. In addition, KY shall receive ten percent (10%) of the monthly gross proceeds of production from any new drilled wells on the acquired leases. KY shall receive payments from production until such time that KY has received a total of One Hundred Forty Thousand and no/100 Dollars ($140,000). Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.

5

E 3 Petroleum Corp:

E 3 Petroleum Corp (“E3”) is a wholly owned subsidiary formed in the State of Florida on February 8, 2010. E3’s sole business activity is to act as the bonding entity for the Company’s oil and natural gas wells. As a bonding entity, E3 places funds with the Kentucky Department of Natural Resources to cover the reclamation costs in the event the wells under its bond are deemed abandoned by the State of Kentucky. Please see NOTE E – OIL AND GAS OPERATING BONDS for further information.

1720 RCMG, LLC:

Land Development

On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000. On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000.

On October 6, 2018, the Company issued its President a Secured Note in the amount of $75,000. The Note has a term of one year and bears interest at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s president on November 12, 2018, the Company has not made any payment against the Note.

The Company’s plans are to develop a self-storage facility containing a mix of climate-controlled and exterior units along with parking facilities for boats and recreational vehicles. The Company’s current design will contain 194 units and 15 boat/RV parking spaces. The current make-up of the units is 130 climate-controlled units and 64 exterior units. The final number and make-up of the units will be determined after the Company receives comments from the planning and zoning commission of Bibb County. The Company anticipates that the design and engineering reports will be finalized on or before August 30, 2019, which will then be submitted to the planning and zoning commission for approval or revision. Land prep will begin in early September to be followed by pouring of the concrete foundation and ultimate construction of the self-storage facility.

There are no guarantees that the Company will be able to secure financing to construct the facility.

Equity holdings in which we hold >5% ownership of the issued and outstanding common stock

AMDAQ Corp:

AMDAQ Corp (“AMDAQ”) (formerly E 2 Investments, LLC) was a wholly owned subsidiary of the Company until October 2, 2017, payment date for the spin-off. At December 31, 2018, the Company held 2,956,650 shares of common stock of AMDAQ. As of the date of this filing, the Company holds 2,956,650 (9.84% ownership of the issued and outstanding common shares) shares of common stock of AMDAQ.

6

The Company’s business model from inception through August 31, 2017 concentrated on alternative investments including but not limited to:

● Buying and selling of domestic equities

● Purchase of third-party debt issued by publicly traded entities

● Purchase of mineral rights

● Direct Stock Purchase participation with other publicly traded entities

● Consulting capacity

● Purchase of Royalty or Working Interests in Crude and Natural Gas Producing wells

On September 1, 2017, the Company acquired AMDAQ Ltd, a corporation formed under the Registrar of Companies for England and Wales, in order to diversify its business model to enter into the rapidly expanding sectors of blockchain technology.

AMDAQ’s multi-faceted business model will allow the company to take advantage of the significant emerging opportunities being developed utilizing blockchain technology. The opportunities we have identified to date cross many industries, which will help minimize our exposure to any single sector. We have associated ourselves with leading experts in the field of blockchain technologies, allowing for a broad overview of exciting applications being developed, which include direct investments in blockchain applications, the AMDAQ marketplace and our TIKR division.

The AMDAQ marketplace will provide the infrastructure for the administration of pre-existing and potential ownership of both tangible and intangible assets and its adaptable structural utility can be used in parallel to any equity fundraising mechanism.

AMDAQ will allow both the documented ownership and transfer of assets for which there is no established registration process and the sub-division of ownership interests in otherwise registered assets where transfer processes may be expensive/cumbersome and/or trigger taxes and other expenses.

Using the AMDAQ platform, assets can be titled in a Smart Contract with ownership interests evidenced by ownership of an associated Ethereum token. The Smart Contract will provide not only the rules as to transfer of ownership but also automated voting mechanisms for each specific situation that requires governance decisions.

For further information on the Company’s operations and filings with the Securities and Exchange Commission, please visit its corporate website at www.amdaq.com and the website of its subsidiary, AMDAQ, Ltd., at www.amdaq.market. Please see NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES for further information.

7

Former Subsidiaries:

Bud Bank, LLC:

On April 21, 2017, the Company entered into a definitive Asset Acquisition Agreement (the “Agreement”) with The Greater Cannabis Company, Inc. (“GCC”), whereby GCC acquired the Company’s wholly owned subsidiary Bud Bank, Inc. (“Bud Bank”). Under the Agreement, GCC is obligated to pay the Company a royalty of 10% of net sales proceeds generated by Bud Bank through its operations up to a total of $50,000 and thereafter for perpetuity pay a royalty of 3% of net sales proceeds generated by Bud Bank through its operations. The transaction closed on June 21, 2017 concurrent with the Company’s filings with the State of Florida. The transaction closed on June 20, 2017.

SLMI Options, LLC:

SLMI Options, LLC (“SLMI”) was a wholly owned subsidiary that was acquired through a Lender acquisition Agreement with SLMI Holdings, LLC in September 2009. The sole purpose of the acquisition of SLMI was to hold three commercial notes issued by Wilon Resources, Inc., (formerly “Wilon Resources of Tennessee, Inc.”) in the years 2005 through 2007. There has been no additional operational activity of SLMI. SLMI was administratively dissolved in 2015.

Licenses:

We held a Gathering Line Operators License in the state of Kentucky during the time we acted as the operator of our wells. As we no longer act in the capacity as the “Operator” of any shut-in/producing wells, the Company is no longer required to retain its operator license in the State of Kentucky. In the event that we would elect to act as the Operator of our wells, we would be required to submit an application to retain a license.

Patents/Trademarks:

On July 11, 2014, the Company filed a trademark for the name “Bud Bank” with the United States Office Patent and Trademark Office (“USPTO”). On September 10, 2014, the USPTO submitted a refusal letter due to the Company stating, “Registration is refused because the applied-for mark, as used in connection with the goods and/or services identified in the application, is not in lawful use in commerce. Trademark Act Sections 1 and 45, 15 U.S.C. §§1051, 1127.”

Research & Development

For the fiscal years 2017 and 2018, the majority of our development funds were utilized in the pre-development and development phases of The Greater Cannabis Company’s online store (GCC Superstore), legal, accounting and other costs associated with the spin-off of The Greater Cannabis Company, Inc. We anticipate that our development costs will be approximately $200,000 in 2019. The majority of the costs will be aimed at the development of AMDAQ Corp and its subsidiaries, legal, accounting and filings related to a “going public” event for AMDAQ Corp. The Company will receive unsecured promissory notes for the funds advanced to AMDAQ Corp.

Compliance Expenses

Our company incurs annual expenses to comply with state and federal licensing requirements. We estimate these costs to be under $2,000 per year. In the event we elect to drill any new wells in Kentucky, we anticipate annual expenditures of approximately $25,000 per well related to environmental costs including water drainage and land development. It is difficult to estimate these environmental expenses while we are still a development stage company as they are largely dependent on many factors for each drilled well. See “Government Regulation” and “Environmental Regulation” below.

Natural Gas

The Henry Hub natural gas spot price averaged $3.13/million British thermal units (MMBtu) in January 2019, down 91 cents/MMBtu from December 2018. Despite a cold snap in late January, average temperatures for the month were milder than normal in much of the country, which contributed to lower prices. EIA expects strong growth in U.S. natural gas production to put downward pressure on prices in 2019. EIA expects Henry Hub natural gas spot prices to average $2.83/MMBtu in 2019, down 32 cents/MMBtu from the 2018 average. NYMEX futures and options contract values for May 2019 delivery traded during the five-day period ending February 7, 2019, suggest a range of $2.15/MMBtu to $3.30/MMBtu encompasses the market expectation for May 2019 Henry Hub natural gas prices at the 95% confidence level.

EIA forecasts that dry natural gas production will average 90.2 billion cubic feet per day (Bcf/d) in 2019, up 6.9 Bcf/d from 2018. EIA expects natural gas production will continue to rise in 2020 to an average of 92.1 Bcf/d.

EIA expects the share of U.S. total utility-scale electricity generation from natural gas-fired power plants to rise from 35% in 2018 to 36% in 2019 and to 37% in 2020. EIA forecasts that the electricity generation share from coal will average 26% in 2019 and 24% in 2020, down from 28% in 2018. The nuclear share of generation was 19% in 2018 and EIA forecasts that it will stay near that level in 2019 and in 2020. The generation share of hydropower is forecast to average slightly less than 7% of total generation in 2019 and 2020, similar to last year. Wind, solar, and other nonhydropower renewables together provided about 10% of electricity generation in 2018. EIA expects them to provide 11% in 2019 and 13% in 2019.

 

1. https://www.eia.gov/outlooks/steo/report/natgas.php

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Crude

Brent crude oil spot prices averaged $59 per barrel (b) in January 2019, up $2/b from December 2018 but $10/b lower than the average in January of last year. EIA forecasts Brent spot prices will average $61/b in 2019 and $62/b in 2020, compared with an average of $71/b in 2018. EIA expects that West Texas Intermediate (WTI) crude oil prices will average $8/b lower than Brent prices in the first quarter of 2019 before the discount gradually falls to $4/b in the fourth quarter of 2019 and through 2020.

EIA estimates that U.S. crude oil production averaged 12.0 million barrels per day (b/d) in January, up 90,000 b/d from December. EIA forecasts U.S. crude oil production to average 12.4 million b/d in 2019 and 13.2 million b/d in 2020, with most of the growth coming from the Permian region of Texas and New Mexico.

Global liquid fuels inventories grew by an estimated 0.5 million b/d in 2018, and EIA expects they will grow by 0.4 million b/d in 2019 and by 0.6 million b/d in 2020.

U.S. crude oil and petroleum product net imports are estimated to have fallen from an average of 3.8 million b/d in 2017 to an average of 2.4 million b/d in 2018. EIA forecasts that net imports will continue to fall to an average of 0.9 million b/d in 2019 and to an average net export level of 0.3 million b/d in 2020. In the fourth quarter of 2020, EIA forecasts the United States will be a net exporter of crude oil and petroleum products by about 1.1 million b/d.

1. https://www.eia.gov/outlooks/steo/

Labor and Other Supplies

Oil and Natural Gas Operations: We contract all labor for the development of leasehold acreage in preparation for drilling, as well as the drilling and completion crews. Our contract labor monitors the wells on a daily basis, replaces the completion components as needed, makes repairs to the gathering system, and any other day-to-day maintenance when our wells are in production.

Other Operational Activities: We contract all labor for website development, accounting, legal and daily activities outside of management.

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Principal Products or Services and Markets

The principal markets for the Company’s crude oil are local refining companies. The principal markets for the Company’s natural gas production are local utilities, private industry end-users, and gas marketing companies.

When the wells we maintain a royalty interest in are in production, the crude oil produced is sold at or near the wells to Sunoco, Inc. or Barrett Oil Purchasing, Inc. The Company may sell some or all of its production to one or more additional refineries in order to maximize revenues as purchases prices offered by the refineries fluctuate from time to time. At present, all of the wells we maintain an interest are shut-in as contract labor initiates the re-entry of each to place them back into production

Drilling Equipment

The Company obtains drilling services as required from time to time from various companies as available and various drilling contractors in Kentucky. The Company does not own any of its own drilling equipment nor maintain a storage facility in Kentucky.

Distribution Methods of Products or Services

Crude oil is normally delivered to refineries in Kentucky by tank truck and natural gas is distributed and transported by pipeline.

Commodity Price Volatility

Oil and natural gas prices are volatile and subject to a number of external factors. Prices are cyclical and fluctuate as a result of shifts in the balance between supply and demand for oil and natural gas, world and North American market forces, conflicts in Middle Eastern countries, inventory and storage levels, OPEC policy, weather patterns and other factors. OPEC supply curtailment, tensions in the Middle East, increased demand in China and low North American crude stocks have kept crude oil prices high. Natural gas prices are greatly influenced by market forces in North America since the primary source of supply is contained within the continent.

Market forces include the industry’s ability to find new production and reserves to offset declining production, economic factors influencing industrial demand, weather patterns affecting heating demand and the price of oil for fuel switching.

Seasonality

The exploration for oil and natural gas reserves depends on access to areas where operations are to be conducted. Seasonal weather variations, including freeze-up and break-up affect access in certain circumstances. According to the American Petroleum Institute, more than 60 million U.S. households use natural gas for water heating, space heating, or cooking. In total, natural gas accounts for more than 50 percent of the fuel used to heat U.S. homes. Residential and commercial heating demand for natural gas is highly weather-sensitive, making weather the biggest driver of natural gas demand in the short term. As a result, natural gas demand is highly “seasonal” in nature, with significant “peaks” in the winter heating season.

Seasonality and the natural gas in storage also play a prominent role in natural gas prices. Because natural gas consumption is seasonal, but production is not, natural gas inventories are built during the summer for use in the winter. This seasonality leads to higher winter prices and lower summer prices. In addition, inventories above the seasonal average depress prices, and inventories below the seasonal average boost prices.

Governmental Regulation

Operations are or will be subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells; maintaining bonding requirements in order to drill or operate wells; implementing spill prevention plans; submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface usage and the restoration of properties upon which wells have been drilled, the plugging and abandoning of wells and the transporting of production.

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Operations are or will also be subject to various conservation matters, including the regulation of the size of drilling and spacing units or proration units, the number of wells which may be drilled in a unit, and the unitization or pooling of oil and gas properties.

In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production. The effect of these regulations is to limit the amounts of oil and gas we may be able to produce from the wells and to limit the number of wells or the locations at which we may be able to drill.

Business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and gas industry. We plan to develop internal procedures and policies to ensure that operations are conducted in full and substantial environmental regulatory compliance.

Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on future operations.

We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on operations than on other similar companies in the energy industry. We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.

Environmental Regulation

Oil and Natural Gas Industry

The oil and gas industry is extensively regulated by federal, state and local authorities. The scope and applicability of legislation is constantly monitored for change and expansion. Numerous agencies, both federal and state, have issued rules and regulations binding on the oil and gas industry and its individual members, some of which carry substantial penalties for noncompliance. To date, these mandates have had no material effect on our capital expenditures, earnings or competitive position.

Legislation and implementing regulations adopted or proposed to be adopted by the Environmental Protection Agency and by comparable state agencies, directly and indirectly, affect our operations. We are required to operate in compliance with certain air quality standards, water pollution limitations, solid waste regulations and other controls related to the discharging of materials into, and otherwise protecting the environment. These regulations also relate to the rights of adjoining property owners and to the drilling and production operations and activities in connection with the storage and transportation of natural gas and oil.

We may be required to prepare and present to federal, state or local authority’s data pertaining to the effect or impact that any proposed operations may have upon the environment. Requirements imposed by such authorities could be costly, time-consuming and could delay continuation of production or exploration activities. Further, the cooperation of other persons or entities may be required for us to comply with all environmental regulations. It is conceivable that future legislation or regulations may significantly increase environmental protection requirements and, as a consequence, our activities may be more closely regulated which could significantly increase operating costs. However, management is unable to predict the cost of future compliance with environmental legislation. As of the date hereof, management believes that we are in compliance with all present environmental regulations. Further, we believe that our oil and gas explorations do not pose a threat of introducing hazardous substances into the environment. If such event should occur, we could be liable under certain environmental protection statutes and laws.

We presently do not carry insurance for environmental liability. Our exploration and development operations are subject to various types of regulation at the federal, state and local levels. Such regulation includes the requirement of permits for the drilling of wells, the regulation of the location and density of wells, limitations on the methods of casing wells, requirements for surface use and restoration of properties upon which wells are drilled and governing the abandonment and plugging of wells. Exploration and production are also subject to property rights and other laws governing the correlative rights of surface and subsurface owners.

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We are subject to the requirements of the Occupational Safety and Health Act, as well as other state and local labor laws, rules and regulations. The cost of compliance with the health and safety requirements is not expected to have a material impact on our aggregate production expenses. Nevertheless, we are unable to predict the ultimate cost of compliance.

Competition

We are in direct competition with numerous oil and natural gas companies, drilling and income programs and partnerships exploring various areas of the Appalachian Basin and elsewhere competing for customers. Several of our competitors are large, well-known oil and gas and/or energy companies, but no single entity dominates the industry. Many of our competitors possess greater financial and personnel resources, sometimes enabling them to identify and acquire more economically desirable energy producing properties and drilling prospects than us. We are more of a regional operator, and have the traditional competitive strengths of one, including recently established contacts and in-depth knowledge of the local geography. Additionally, there is increasing competition from other fuel choices to supply the energy needs of consumers and industry. Management believes that there exists a viable market place for smaller producers of natural gas and oil and for operators of smaller natural gas transmission systems.

Employees

As of the date of this Report, we have one full time employee that serves in the role of President, Vice President, Treasurer and Director. Our sole officer and director also serve as the President and Chairman of the Board of Global Technologies, Ltd., a publicly traded company listed on the OTC Markets “PINK” under the symbol “GTLL” and serves as the sole officer and director of AMDAQ Corp. We plan to expand our management team within the next 12 months to include certain officers for our currently active subsidiaries and any new subsidiaries or operational activities management deems necessary. We consider our relations with our employees and consultants to be in good standing.

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Results of operations

For the six months ended June 30, 2019 and 2018, the Company generated revenue of $2,500 and $0 respectively. For the three months ended June 30, 2019 and 2018, the Company generated revenue of $2,500 and $0, respectively.

Our operating expenses for the six months ended June 30, 2019 and 2018 amounted to $1,121,182 and $173,635, respectively. Our operating expenses for the three months ended June 30, 2019 and 2018 amounted to $105,709 and $90,334, respectively.

Our net income for the six months ended June 30, 2019 was $6,283,736 as compared to a net loss of $38,930 during the six months ended June 30, 2018. Our net loss for the three months ended June 30, 2019 was $189,678 as compared to net income of $204,550 for the three months ended June 30, 2018.

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or our financial position. Amounts shown for costs and expenses reflect historical cost and do not necessarily represent replacement cost. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

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Liquidity and Capital Resources

We had $118 cash on hand at June 30, 2019, compared to $411 at June 30, 2018.

At June 30, 2019, we had $1,396,855 in principal amount of outstanding notes payable to third parties.

The proceeds from loans and convertible debentures as well as cash on hand is being used to fund the operations of our current operations.

The following table provides detailed information about our net cash flows for the six months ended June 30, 2019 and 2018.

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
		(Unaudited)			(Unaudited)
Net cash provided by (used in) operating activities	$	(105,115	)	$	(10,209	)
Net cash used in investing activities		-			(3,389	)
Net cash provided by financing activities		77,228			14,007
Net increase (decrease) in cash	$	(27,887	)		409

Critical Accounting Policies and Estimates

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the quarter ended June 30, 2019, there was no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us or has a material interest adverse to us.

● None of our executive officers or directors have (i) been involved in any bankruptcy proceedings within the last five years, (ii) been convicted in or has pending any criminal proceedings (other than traffic violations and other minor offenses), (iii) been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or (iv) been found to have violated any Federal, state or provincial securities or commodities law and such finding has not been reversed, suspended or vacated.

ITEM 1A. RISK FACTORS

Not applicable to Smaller Reporting Companies.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 4, 2019, the Company issued 37,500 shares of its common stock (with a fair value of $14,959) in satisfaction of $15,000 in accounts payable due a consultant.

On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.

On February 7, 2019, the Company issued 594,066 shares of its common stock to a convertible noteholder in satisfaction of $642 accrued interest. The $59,418 excess of the $60,060 fair value of the 594,066 shares over the $642 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

On February 14, 2019, the Company issued 3,000,000 shares of its common stock to Valvasone Trust as payment for services rendered on behalf of the Company. The $300,000 fair value of the 3,000,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 14, 2019, the Company issued 1,500,000 shares of its common stock to a Valvasone Trust affiliate as payment for services rendered on behalf of the Company. The $150,000 fair value of the 1,500,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 20, 2019, the Company issued 536,585 shares of its common stock to a convertible noteholder in satisfaction of $1,100 notes payable. The $52,559 excess of the $53,659 fair value of the 536,585 shares over the $1,100 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

On April 17, 2019, the Company issued 116,822 shares of its common stock to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $10,000 director’s stock-based compensation for the first quarter of calendar year 2019.

Please see NOTE L - CAPITAL STOCK for further information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Management Changes

Not applicable.

Acquisitions.

Not applicable.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of this report:

No.	Description
2.1	Articles of Merger US Natural Gas Corp and Wilon Resources, Inc. dated March 22, 2010 (previously filed with Form S-1 on April 11, 2019)
2.2	Agreement and Plan of Share Exchange between US Natural Gas Corp KY, Sylios Corp and TerraTech, Inc. dated September 22, 2017 (previously filed with Form S-1 on April 11, 2019)
3.1	Articles of Incorporation Adventure Energy, Inc. dated March 28, 2008 (previously filed with Form S-1 on April 11, 2019)
3.2	Amendment to Articles of Incorporation of Adventure Energy, Inc. dated April 18, 2008 (previously filed with Form S-1 on April 11, 2019)
3.3	Bylaws of Adventure Energy, Inc. (previously filed with Form S-1 on April 11, 2019)
3.4	Amended and Restated Articles of Incorporation of Adventure Energy, Inc. dated October 6, 2009 (previously filed with Form S-1 on April 11, 2019)
3.5	Amendment to Articles of Incorporation of Adventure Energy, Inc. (name change) dated March 19, 2010 (previously filed with Form S-1 on April 11, 2019)
3.6	Amendment to Articles of Incorporation of US Natural Gas Corp dated April 18, 2011 (previously filed with Form S-1 on April 11, 2019)
3.7	Amendment to Articles of Incorporation of US Natural Gas Corp dated August 2, 2011 (previously filed with Form S-1 on April 11, 2019)
3.8	Amendment to Articles of Incorporation of US Natural Gas Corp dated December 1, 2011 (previously filed with Form S-1 on April 11, 2019)
3.9	Amendment to Articles of Incorporation of US Natural Gas Corp dated May 8, 2012 (previously filed with Form S-1 on April 11, 2019)
3.10	Amendment to Articles of Incorporation of US Natural Gas Corp dated November 26, 2012 (previously filed with Form S-1 on April 11, 2019)
3.11	Amendment to Articles of Incorporation of US Natural Gas Corp dated July 19, 2013 (previously filed with Form S-1 on April 11, 2019)
3.12	Amendment to Articles of Incorporation of US Natural Gas Corp (name change) dated April 14, 2014 (previously filed with Form S-1 on April 11, 2019)
3.13	Amendment to Articles of Incorporation of Sylios Corp dated August 21, 2014 (previously filed with Form S-1 on April 11, 2019)
3.14	Amendment to Articles of Incorporation of Sylios Corp dated December 3, 2014 (previously filed with Form S-1 on April 11, 2019)
3.15	Amendment to Articles of Incorporation of Sylios Corp dated October 2, 2015 (previously filed with Form S-1 on April 11, 2019)
3.16	Amendment to Articles of Incorporation of Sylios Corp dated November 4, 2015 (previously filed with Form S-1 on April 11, 2019)
3.17	Amendment to Articles of Incorporation of Sylios Corp dated January 5, 2017 (previously filed with Form S-1 on April 11, 2019)
3.18	Amendment to Articles of Incorporation of Sylios Corp dated December 28, 2017 (previously filed with Form S-1 on April 11, 2019)
3.19	Amendment to Articles of Incorporation of Sylios Corp dated April 20, 2018 (previously filed with Form S-1 on April 11, 2019)
4.1	Specimen certificate of common stock (previously filed with Form S-1 on April 11, 2019)
10.1	Wayne Anderson Employment Agreement dated April 1, 2009 (previously filed with Form S-1 on April 11, 2019)
10.2	Lender Acquisition Agreement between Adventure Energy, Inc. and SLMI Holdings, LLC dated September 4, 2009 (previously filed with Form S-1 on April 11, 2019)
10.3	Asset Purchase Agreement between Adventure Energy, Inc. and KYTX Oil & Gas, LLC dated November 6, 2009 (previously filed with Form S-1 on April 11, 2019)
10.4	Securities Purchase Agreement between E 2 Investments, LLC and Harlis Trust dated November 10, 2009 (previously filed with Form S-1 on April 11, 2019)
10.5	Amendment to Securities Purchase Agreement between E 2 Investments, LLC and Harlis Trust dated December 20, 2010 (previously filed with Form S-1 on April 11, 2019)
10.6	Wayne Anderson Employment Agreement dated April 1, 2015 (previously filed with Form S-1 on April 11, 2019)
10.7	Wayne Anderson Employment Agreement dated April 1, 2018 (previously filed with Form S-1 on April 11, 2019)
10.8	Board of Directors Services Agreement with Jimmy Wayne Anderson dated as of January 5, 2011 (previously filed with Form S-1 on April 11, 2019)
10.9	Board of Directors Services Agreement with Jimmy Wayne Anderson dated as of January 2, 2018 (previously filed with Form S-1 on April 11, 2019)
10.10	Indemnification Agreement between Sylios Corp and Wayne Anderson dated April 1, 2018 (previously filed with Form S-1 on April 11, 2019)
10.11	Asset Acquisition Agreement between Sylios Corp and The Greater Cannabis Company, Inc. dated April 21, 2017 (previously filed with Form S-1 on April 11, 2019)
10.12	Registration Rights Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of October 9, 2018 (previously filed with Form S-1 on April 11, 2019)
10.13	Securities Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of October 9, 2018 (previously filed with Form S-1 on April 11, 2019)
10.14	Convertible Note between Sylios Corp and Armada Investment Fund, LLC dated as of October 9, 2018 (previously filed with Form S-1 on April 11, 2019)
10.15	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of October 9, 2018 (previously filed with Form S-1 on April 11, 2019)
10.16	Assignment of Secured Note and Security Agreement dated April 22, 2014 (previously filed with Form S-1 on April 11, 2019)
10.17	Renewal Note between Sylios Corp and SLMI Energy Holdings, LLC dated June 6, 2018 (original date September 4, 2009) (previously filed with Form S-1 on April 11, 2019)
10.18	Renewal Note between Sylios Corp and SLMI Energy Holdings, LLC dated June 6, 2018 (original date November 12, 2009) (previously filed with Form S-1 on April 11, 2019)

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10.19	Securities Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of December 31, 2018, 2018 (previously filed with Form S-1 on April 11, 2019)
10.20	Convertible Note between Sylios Corp and Armada Investment Fund, LLC dated as of December 31, 2018 (previously filed with Form S-1 on April 11, 2019)
10.21	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of December 31, 2018 (previously filed with Form S-1 on April 11, 2019)
10.22	Securities Purchase Agreement between Sylios Corp and Darling Capital, LLC dated as of January 9, 2019 (previously filed with Form S-1 on April 11, 2019)
10.23	Convertible Note between Sylios Corp and Darling Capital, LLC dated as of January 9, 2019 (previously filed with Form S-1 on April 11, 2019)
10.24	Common Stock Purchase Warrant Agreement between Sylios Corp and Darling Capital, LLC dated as of January 9, 2019 (previously filed with Form S-1 on April 11, 2019)
10.25	Securities Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.26	Convertible Note between Sylios Corp and Armada Investment Fund, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.27	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.28	Securities Purchase Agreement between Sylios Corp and BHP Capital NY Inc. dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.29	Convertible Note between Sylios Corp and BHP Capital NY Inc. dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.30	Common Stock Purchase Warrant Agreement between Sylios Corp and BHP Capital NY Inc. dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.31	Securities Purchase Agreement between Sylios Corp and Jefferson Street Capital, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.32	Convertible Note between Sylios Corp and Jefferson Street Capital, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.33	Common Stock Purchase Warrant Agreement between Sylios Corp and Jefferson Street Capital, LLC dated as of February 18, 2019 (previously filed with Form S-1 on April 11, 2019)
10.34	Amended and Restated Replacement Convertible Promissory Note between Sylios Corp and Armada Investment Fund, LLC dated as of February 12, 2019 (previously filed with Form S-1 on April 11, 2019)
10.35	Convertible Note between Sylios Corp and Jefferson Street Capital, LLC dated as of May 2, 2019 (previously filed with Form S-1/A on May 15, 2019)
10.36	Securities Purchase Agreement between Sylios Corp and Jefferson Street Capital, LLC dated as of May 2, 2019  (previously filed with Form S-1/A on May 15, 2019)
10.37	Common Stock Purchase Warrant Agreement between Sylios Corp and Jefferson Street Capital, LLC dated as of May 2, 2019 (previously filed with Form S-1/A on May 15, 2019)
10.38	Convertible Note between Sylios Corp and BHP Capital NY Inc. dated as of May 2, 2019 (previously filed with Form S-1/A on May 15, 2019)
10.39	Securities Purchase Agreement between Sylios Corp and BHP Capital NY Inc. dated as of May 2, 2019 (previously filed with Form S-1/A on May 15, 2019)
10.40	Common Stock Purchase Warrant Agreement between Sylios Corp and BHP Capital NY Inc. dated as of May 2, 2019 (previously filed with Form S-1/A on May 15, 2019)
10.41	Secured Note between US Natural Gas Corp WV (f/k/a Wilon Resources, Inc. and MTEL Investment and Management dated January 5, 2010 (previously filed on Form S-1/A on June 17, 2019)
10.42	Loan Agreement between US Natural Gas Corp KY and Mt. Atlas Consulting, LLC dated November 17, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.43	Promissory Note between Sylios Corp and Pacific Stock Transfer Company dated August 11, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.44	Convertible Note between US Natural Gas Corp and Tangiers Investment Group, LLC dated April 2, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.45	Convertible Note between US Natural Gas Corp and Tangiers Investment Group, LLC dated April 28, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.46	Convertible Note between US Natural Gas Corp and Tangiers Investment Group, LLC dated June 2, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.47	Convertible Note between Sylios Corp and Tangiers Investment Group, LLC dated August 12, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.48	Convertible Note between Sylios Corp and Tangiers Investment Group, LLC dated July 3, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.49	Convertible Note between Sylios Corp and Tangiers Investment Group, LLC dated June 3, 2015 (previously filed on Form S-1/A on June 17, 2019)
10.50	Convertible Note between Sylios Corp and Tangiers Investment Group, LLC dated March 16, 2016 (previously filed on Form S-1/A on June 17, 2019)
10.51	Convertible Note between Sylios Corp and Tangiers Investment Group, LLC dated January 27, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.52	Convertible Promissory Note between Sylios Corp and Darling Capital, LLC dated January 28, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.53	Convertible Promissory Note between Sylios Corp and Darling Capital, LLC dated February 2, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.54	Convertible Promissory Note between Sylios Corp and Darling Capital, LLC dated February 13, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.55	Convertible Promissory Note between Sylios Corp and Darling Capital, LLC dated March 7, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.56	Promissory Note between US Natural Gas Corp and Valvasone Trust dated October 7, 2013 (previously filed on Form S-1/A on June 17, 2019)
10.57	Promissory Note between US Natural Gas Corp and Valvasone Trust dated March 30, 2014 (previously filed on Form S-1/A on June 17, 2019)
10.58	Promissory Note between Sylios Corp and Valvasone Trust dated January 11, 2016 (previously filed on Form S-1/A on June 17, 2019)
10.59	Promissory Note between Sylios Corp and Valvasone Trust dated July 1, 2017 (previously filed on Form S-1/A on June 17, 2019)
10.60	Convertible Note between Sylios Corp and Armada Investment Fund, LLC dated as of June 5, 2019 (previously filed on Form S-1/A on June 17, 2019)
10.61	Securities Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of June 5, 2019 (previously filed on Form S-1/A on June 17, 2019)
10.62	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of June 5, 2019 (previously filed on Form S-1/A on June 17, 2019)
10.63	Convertible Note between Sylios Corp and Armada Investment Fund, LLC dated as of July 2, 2019 (previously filed on Form 8-K on July 9, 2019)
10.64	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of July 2, 2019 (previously filed on Form 8-K on July 9, 2019)
10.65	Securities Purchase Agreement between Sylios Corp and Armada Investment Fund, LLC, BHP Capital NY Inc and Fourth Man, LLC dated July 25, 2019 (previously filed on Form 8-K on July 31, 2019)
10.66	Convertible Promissory Note between Sylios Corp and Armada Investment Fund, LLC dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
10.67	Convertible Promissory Note between Sylios Corp and BHP Capital NY Inc. dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
10.68	Convertible Promissory Note between Sylios Corp and Fourth Man, LLC dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
10.69	Common Stock Purchase Warrant Agreement between Sylios Corp and Armada Investment Fund, LLC dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
10.70	Common Stock Purchase Warrant Agreement between Sylios Corp and BHP Capital NY Inc dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
10.71	Common Stock Purchase Warrant Agreement between Sylios Corp and Fourth Man, LLC dated July 29, 2019 (previously filed on Form 8-K on July 31, 2019)
14.1	Code of Business Conduct and Ethics (previously filed with Form S-1 on April 11, 2019)
21.1	Articles of Incorporation US Natural Gas Corp KY dated February 8, 2010 (previously filed with Form S-1 on April 11, 2019)
21.2	Amendment to Articles of Incorporation to US Natural Gas Corp KY dated March 22, 2010 (previously filed with Form S-1 on April 11, 2019)
21.3	Articles of Organization for E 2 Investments, LLC dated July 22, 2009 (previously filed with Form S-1 on April 11, 2019)
21.4	Certificate for Conversion and Articles of Incorporation for AMDAQ Corp dated August 29, 2017 (previously filed with Form S-1 on April 11, 2019)
21.5	Articles of Organization for The Greater Cannabis Company, LLC dated March 20, 2014 (previously filed with Form S-1 on April 11, 2019)
21.6	Certificate of Conversion and Articles of Incorporation for The Greater Cannabis Company, Inc. dated January 13, 2017 (previously filed with Form S-1 on April 11, 2019)
21.7	Articles of Incorporation E 3 Petroleum Corp dated February 8, 2010 (previously filed with Form S-1 on April 11, 2019)
21.8	Articles of Incorporation US Natural Gas Corp WV dated July 6, 2010 (previously filed with Form S-1 on April 11, 2019)
21.9	Articles of Organization SLMI Options, LLC dated June 17, 2008 (previously filed with Form S-1 on April 11, 2019)
21.10	Articles of Organization 1720 RCMG, LLC dated July 22, 2019
21.11	Subsidiaries of the Registrant
Graphic	Corporate logo- Sylios Corp
31.1	Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

XBRL Exhibits will be filed by subsequent amendment.

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ITEM 7. SIGNATURES

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

Signatures	Title	Date
/s/ Jimmy Wayne Anderson	President (Principal Executive Officer), Acting Chief Financial Officer	August 19, 2019
	(Principal Accounting Officer) and Chairman of the Board of Directors

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EX-10.63

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: July 2, 2019

Principal Amount: $16,500.00

Purchase Price: $15,000.00

CONVERTIBLE NOTE

DUE JUNE 5, 2020

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Sylios Corp, a Florida corporation, (the “Borrower”), due June 5, 2020 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

FOR VALUE RECEIVED, Borrower promises to pay to Armada Investment Fund, LLC or its registered assigns (the “Holder”), with an address at: 7703 Springfield Lake Drive, Lake Worth, FL 33467, or shall have paid pursuant to the terms hereunder, the principal sum of Sixteen Thousand Five Hundred Dollars ($16,500.00), plus accrued but unpaid interest thereon, on June 5, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid or such later date if extended by the Holder as provided hereunder, and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

This Note is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 5(a).

“Bankruptcy Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

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“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(d).

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are required by law or other governmental action to close.

“Buy-In” shall have the meaning set forth in Section 4(c)(v).

“Change of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower sells or transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Conversion” shall have the meaning ascribed to such term in Section 4.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Price” shall have the meaning set forth in Section 4(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

“Event of Default” shall have the meaning set forth in Section 7(a).

“Fundamental Transaction” shall have the meaning set forth in Section 5(a).

“Mandatory Default Amount” means 150% of the outstanding principal amount of this Note, plus, all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“New York Courts” shall have the meaning set forth in Section 9(d).

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“Note Register” shall have the meaning set forth in Section 3(c).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Original Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Notes.

“Other Holder” means a holder, if any of one or more Other Notes (collectively, “Other Holders”).

“Other Notes” means Notes, if any, nearly identical to this Note issued to other Holders if any pursuant to the Purchase Agreement.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of June 5, 2019 among Borrower and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii).

“Successor Entity” shall have the meaning set forth in Section 5(a).

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, OTCQB, OTC Pink or the OTCQX (or any successors to any of the foregoing).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to Borrower, the fees and expenses of which shall be paid by Borrower.

“Warrants” means the Warrants issued pursuant to the Purchase Agreement.

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Section 2. Interest and Repayment.

a) Interest and Principal Payments. Holders shall be entitled to receive, and Borrower shall pay, simple interest on the outstanding principal amount of this Note at the annual rate of eight percent (8%) (as subject to increase as set forth in this Note) from the Original Issue Date through the Maturity Date. Principal and interest shall be due and payable on the Maturity Date.

b) Payment Grace Period. Except as set forth herein, the Borrower shall not have any grace period to pay any monetary amounts due under this Note.

c) Conversion Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Section 4 hereof.

d) Application of Payments. Interest on this Note shall be calculated on the basis of a 365 or 366-day year as the case may be and the actual number of days elapsed. Payments made in connection with this Note shall be applied first to amounts due hereunder other than principal and interest, thereafter to interest and finally to principal.

e) Pari Passu. All payments made on this Note and the Other Notes and all actions taken by the Borrower with respect to this Note and the Other Notes, including but not limited to Optional Redemption, shall be made and taken pari passu with respect to this Note and the Other Notes. Notwithstanding anything to the contrary contained herein or in the Transaction Documents, it shall not be considered non-pari passu for a Holder or Other Holder to elect to receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares of Common Stock to such electing Holder or Other Holder, nor for a Holder of a Note or Other Note to accept a prepayment provided a prepayment offer was made to the Holder and holders of Other Notes on a pari passu basis.

f) Manner and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment pursuant to the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be prepaid or mandatorily converted without the consent of the Holder.

Section 3.  Registration of Transfers and Exchanges.

a) Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b) Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower may treat the Person in whose name this Note is duly registered on the register maintained of Holders of the Notes and Other Notes (the “Note Register”) as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such agent shall be affected by notice to the contrary.

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Section 4.  Conversion.

a) Voluntary Conversion. At any time after the Closing Date, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

b) Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%).

c) Mechanics of Conversion.

i. Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus interest, if any, elected by the Holder to be converted by (y) the Conversion Price. Upon every Conversion, the Company shall deliver an additional $500 worth of shares (as calculated by the Conversion Price in effect on the Conversion Notice being honored) to cover the Holder’s expenses and deposit fees associated with each Notice of Conversion.

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ii. Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note. On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, Borrower shall in lieu of delivering physical certificates representing the Conversion Shares, upon request of the Holder, so long as the certificates therefor do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Borrower shall cause its transfer agent to electronically transmit the Conversion Shares by crediting the account of Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Borrower’s Common Stock is DTC eligible and the Borrower’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

iii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event Borrower shall promptly return to the Holder any original  Note delivered to Borrower and the Holder shall promptly return to Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than three times such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and interest which has accrued and would accrue on such principal amount, assuming such principal amount was not converted through three years after the Original Issue Date. Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

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vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower that such tax has been paid. Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

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d) Holder’s Conversion Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to Borrower each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Borrower shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) Borrower’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by Borrower, or (iii) a more recent written notice by Borrower or Borrower’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than 61 days’ prior notice to Borrower, may increase the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to Borrower. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

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Section 5. Certain Adjustments.

a) Fundamental Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more related transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) Borrower, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) Borrower, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of Borrower, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor entity in a Fundamental Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of Borrower under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as Borrower herein.

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b) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.

c) Notice to the Holder.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 6. Negative Covenants. As long as any principal amount of this Note remains outstanding, Borrower shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

a) enter into any transaction pursuant to Section 3(a)(10) of the Securities Act;

b) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder, provided, however, that Borrower may amend its articles of incorporation to increase the number of common shares authorized provided all such additional shares of common stock are reserved solely for issuance to the Holders, or to create a class or series of preferred stock so long as the class or series has no conversion or dividend rights, or any liquidation preference;

c) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents other than as to the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents;

d) declare or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock, preferred stock, or any other equity security by way of return of capital or otherwise including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction;

d) enter into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of Borrower (even if less than a quorum otherwise required for board approval); or

e) enter into any agreement with respect to any of the foregoing.

Section 7. Events of Default.

a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

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i. any default in the payment of (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of a default under clause (B) above, is not cured within 3 Trading Days after Borrower has become or should have become aware of such default;

ii. Borrower shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by Borrower of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after written notice of such failure sent by the Holder or by any Other Holder to Borrower and (B) ten (10) Trading Days after Borrower has become or should have become aware of such failure;

iii. a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents other than the Notes, including but not limited to failure to strictly comply with the provisions of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which Borrower or any Subsidiary is obligated (and not covered by clause (vi) below), which, in the case of subsection (B), would reasonably be expected to have a Material Adverse Effect;

iv. any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v. Borrower or any Subsidiary shall be subject to a Bankruptcy Event;

vi. Borrower or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii. Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction;

viii. Borrower shall fail for any reason to deliver certificates to a Holder prior to the fifth (5^th) Trading Day after a Conversion Date pursuant to Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of Borrower’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

ix. any monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 90 calendar days;

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x. any dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business not assumed by the Borrower or another Subsidiary;

xi. cessation of material operations by Borrower or by a material Subsidiary if the operations are not assumed by the Borrower or another Subsidiary;

xii. an event resulting in the Common Stock no longer being listed or quoted on a Trading Market, or notification from a Trading Market that the Borrower is not in compliance with the conditions for such continued quotation on at least one Trading Market and such non-compliance continues for twenty (20) days following such notification;

xiii. a Commission or judicial stop trade order or suspension from the Borrower’s Principal Trading Market;

xiv. the Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the Holder;

xv. a failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document;

xvi. a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties which is not cured after any required notice and/or cure period or waived;

xvii. the occurrence of an Event of Default under any Other Note;

xviii. any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested by Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or Holder, seeking to establish the invalidity or unenforceability thereof, or Borrower shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document;

xix. Borrower does not meet the current public information requirements under Rule 144; or

xx. the Conversion Price falls below the par value of the common stock subject to cure as set forth above.

In the event more than one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice period shall be applicable thereto.

b) Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction. If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by Borrower. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

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Section 8. Prepayment. The Borrower shall not have the option to prepay this Note after 180th day after the Issue Date (“Cutoff Date”). Prior to the Cutoff Date, the Borrower shall have the right, exercisable on not less five (5) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. Prior to the Option Prepayment Date the Holder may convert all or a portion of this Note in accordance with its terms.

Section 9. Miscellaneous.

a) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to Borrower, to: Sylios Corp., 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 Attn: Wayne Anderson, email: wa@sylios.com, and (ii) if to the Holder, to: the address and fax number indicated on the front page of this Note, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

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c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

e) Waiver. Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by Borrower or the Holder must be in writing.

f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

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g) Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

j) Amendment. Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without the written consent of Borrower and the Holder.

k) Facsimile Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force and effect as if such signature page were an original thereof.

*********************

(Signature Pages Follow)

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the Date written above.

SYLIOS CORP
By:	/s/ Wayne Anderson
Name:	Wayne Anderson
Title:	Chief Executive Officer

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Convertible Note due June 5, 2020 of Sylios Corp, a Florida corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:

Date to Effect Conversion: ____________________________

Principal Amount of Note to be Converted: $__________________

Additional Interest to be Converted: $_______________

Number of shares of Common Stock to be issued: ______________

Signature: _________________________________________

Name: ____________________________________________

Address for Delivery of Common Stock Certificates: __________

_____________________________________________________

_____________________________________________________

Or

DWAC Instructions: _________________________________

Broker No:_____________

Account No: _______________

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EX-10.64

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

SYLIOS CORP.

Warrant Shares: 220,000 Issuance Date: July 2, 2019

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received Armada Investment Fund, LLC or its registered assigns (the “Holder”), with an address at: 7703 Springfield Lake Drive, Lake Worth, FL 33467, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sylios Corp., a Florida corporation (the “Company”), up to 220,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated June 5, 2019, among the Company and the purchasers signatory thereto and the note issued to the Holder contemporaneously with this Warrant (the “Note”).

Section 2. Exercise.

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

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(b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.075, subject to adjustment as described herein (“Exercise Price”).

(c) Cashless Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement registering the Warrant Shares, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering the Warrant Shares, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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(d) Mechanics of Exercise.

(i) Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.

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(iv) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(vi) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

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(e) Holder’s Exercise Limitations. the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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Section 3. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(c)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

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(c) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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(d) Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

(i) Issuance of Options. If the Company in any manner grants or sells any options (other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such option for such price per share. For purposes of this Section 3(e)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option and (y) the lowest exercise price set forth in such option for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents.

(ii) Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

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(iii) Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such options or Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(e)(iii), if the terms of any option or Common Stock Equivalent that was outstanding as of the date of issuance of this Note are increased or decreased in the manner described in the immediately preceding sentence, then such option or Common Stock Equivalent and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

(iv) Calculation of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such option and/or Common Stock Equivalent and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 3(e)(i) or 3(e)(ii) above, as applicable) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such option, if any, (II) the fair market value (as determined by the Holder) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Common Stock Equivalent, if any, in each case, as determined on a per share basis in accordance with this Section 3(e)(iv). If any shares of Common Stock, options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

9

(e) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(f) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described in Section 13 of the Subscription Agreement and shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

10

i) Increase in Warrant Shares. In the event the Exercise Price is reduced for any reason, including but not limited to pursuant to Section 3(e) and 3(f) of this Warrant the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.

Section 4. Transfer of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

11

Section 5. Miscellaneous.

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

12

(e) Jurisdiction. All questions concerning governing law, jurisdiction, venue and the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, or unless exercised in a cashless exercise when Rule 144 is available, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

13

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SYLIOS CORP
By:	/s/ Wayne Anderson
Name:	Wayne Anderson
Title:	Chief Executive Officer

14

NOTICE OF EXERCISE

To: SYLIOS CORP

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[  ] in lawful money of the United States;

[  ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c) ; or

[  ] by cancelling $________ of the amount due on the Note issued by the Company to the undersigned.

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

(4) After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________

Signature of Authorized Signatory of Investing Entity: __________________________________________

Name of Authorized Signatory: ___________________________________________________________

Title of Authorized Signatory: ____________________________________________________________

Date: ________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

SYLIOS CORP

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address:   _____________________________

    _____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-21.10

 

 

 

EX-21.11

SUBSIDIARIES OF THE REGISTRANT

Name	Place of Incorporation
US Natural Gas Corp KY	USA (Florida)
US Natural Gas Corp WV	USA (Florida)
E 3 Petroleum Corp	USA (Florida)
1720 RCMG, LLC	USA (Florida)

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jimmy Wayne Anderson, Chief Executive Officer of Sylios Corp, certify that:

1.	I have reviewed this Form 10-Q for the quarter ended June 30, 2019 of Sylios Corp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 19, 2019	/s/ Jimmy Wayne Anderson
	Chief Executive Officer
	Sylios Corp

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

I, Jimmy Wayne Anderson, Principal Financial Officer of Sylios Corp, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Sylios Corp for the quarterly period ended June 30, 2019;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2019
By:	/s/ Jimmy Wayne Anderson
	Principal Financial Officer

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sylios Corp (the “Company”) on Form 10-Q for the period ending June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, , Chief Executive Officer of Sylios Corp, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Jimmy Wayne Anderson

Chief Executive Officer

August 19, 2019

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 16, 2019
Document And Entity Information
Entity Registrant Name	Sylios Corp
Entity Central Index Key	0001448695
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,694,595
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 118	$ 28,005
Total current assets	118	28,005
PROPERTY AND EQUIPMENT, net	76,330	76,814
OTHER ASSETS
Oil and gas royalty interests
Oil and gas operating bonds	24,500	24,500
TOTAL ASSETS	100,948	129,319
CURRENT LIABILITIES
Accounts payable	61,358	29,585
Accrued officer and director compensation	401,964	804,335
Accrued interest on notes payable	463,991	439,414
Notes payable, third parties	1,396,855	1,440,242
Notes payable, related parties	148,000	148,000
Loans, related parties	3,840	3,762
Derivative liability	1,174,261	8,683,257
Total current liabilities	3,650,269	11,548,595
Asset Retirement Obligations (ARO's)	64,500	64,500
TOTAL LIABILITIES	3,714,769	11,613,095
STOCKHOLDERS' DEFICIT
Common stock: 750,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are 11,694,595 and 5,909,113 shares outstanding, respectively.	11,695	5,909
Additional paid in capital	10,562,345	8,981,912
Accumulated Deficit	(14,188,861)	(20,472,597)
Total stockholders' (deficit)	(3,613,821)	(11,483,776)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	100,948	129,319
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock: 5,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are the following shares outstanding:	1,000	1,000
Total stockholders' (deficit)		1,000
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock: 5,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are the following shares outstanding:
Series C Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock: 5,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are the following shares outstanding:
Series D Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock: 5,000,000 shares authorized, par value $.001, as of June 30, 2019 and December 31, 2018, there are the following shares outstanding:
The Greater Cannabis Company, Inc. [Member]
OTHER ASSETS
Investments in and advances to spun-off former subsidiaries:
AMDAQ Corp [Member]
OTHER ASSETS
Investments in and advances to spun-off former subsidiaries:

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018	Dec. 28, 2018	Dec. 31, 2017	Nov. 14, 2017	Apr. 14, 2011	Sep. 02, 2009
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares outstanding	11,694,595	5,909,113	10,949,884,000	2,737,471
Series A Preferred Stock [Member]
Preferred stock, shares authorized							3,000,000
Preferred stock, par value							$ 0.001
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized							300,000
Preferred stock, par value							$ 0.001
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized						1,000,000
Preferred stock, par value						$ 0.001
Preferred stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Preferred stock, shares authorized					500,000
Preferred stock, par value					$ 0.001
Preferred stock, shares outstanding	100	100

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue earned
Consulting fees	$ 2,500		$ 2,500
Total revenue earned	2,500		2,500
Operating Expenses
Officer and director compensation, including stock-based compensation of $296,000 and $10,000, $0 and $10,000, respectively	87,500	87,500	471,000	162,942
Professional fees (including stock-based compensation of $491,400 and $0, respectively)	3,500		564,900	2,694
Other operating expenses	14,709	2,834	85,282	7,999
Total operating expenses	105,709	90,334	1,121,182	173,635
Loss from operations	(103,209)	(90,334)	(1,118,682)	(173,635)
Other income (expenses)
Income from modification of convertible notes payable		343,540		343,540
Loss on conversions of notes payable			(111,977)
Derivative liability income (expense)	(28,503)		7,610,646	(98,938)
Amortization of debt discounts	(38,364)		(63,214)	(5,877)
Gain (loss) from marketable securities	(657)		7,283
Interest expense	(18,945)	(48,656)	(40,320)	(104,020)
Total other income (expenses)	(86,469)	294,884	7,402,418	134,705
Net income (loss) before provision for income taxes	(189,678)	204,550	6,283,736	(38,930)
Provision for income taxes
Net income (loss)	$ (189,678)	$ 204,550	$ 6,283,736	$ (38,930)
Basic and diluted income (loss) per common share	$ (.02)	$ 0.07	$ 0.62	$ (0.01)
Weighted average common shares outstanding - basic and diluted	11,672,771	2,737,471	10,191,467	2,737,471

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Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Stock-based compensation				$ 491,400	$ 0
Officer and Director [Member]
Stock-based compensation	$ 0	$ 10,000	$ 10,000	$ 296,000	$ 10,000

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Consolidated Statements of Stockholders' (Deficiency) (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Series A Preferred Stock [Member]
Beginning Balance	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000
Beginning Balance, shares	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019, shares
Issuance of common stock to consultant in satisfaction of account payable to consultant
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation
Round up shares after reverse split
Round up shares after reverse split, shares
Net income loss
Ending balance	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000
Ending balance, shares	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Series D Preferred Stock [Member]
Beginning Balance
Beginning Balance, shares	100	100	100	100	100	100	100
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019, shares
Issuance of common stock to consultant in satisfaction of account payable to consultant
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation
Round up shares after reverse split
Round up shares after reverse split, shares
Net income loss
Ending balance
Ending balance, shares	100	100	100	100	100	100	100
Common Stock [Member]
Beginning Balance	$ 11,578	$ 5,909	$ 2,737	$ 2,737	$ 5,909	$ 2,737	$ 2,737
Beginning Balance, shares	11,577,773	5,909,113	2,737,471	2,737,471	5,909,113	2,737,471	2,737,471
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019	$ 117
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019, shares	116,822
Issuance of common stock in satisfaction of convertible debt and accrued interest		$ 1,131
Issuance of common stock in satisfaction of convertible debt and accrued interest, shares		1,130,651
Issuance of common stock to consultant in satisfaction of account payable to consultant		$ 37
Issuance of common stock to consultant in satisfaction of account payable to consultant, shares		37,500
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)		$ 4,500
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company), shares		4,500,000
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation
Round up shares after reverse split		$ 1
Round up shares after reverse split, shares		509
Net income loss
Ending balance	$ 11,695	$ 11,578	$ 2,737	$ 2,737	$ 11,695	$ 2,737	$ 5,909
Ending balance, shares	11,694,595	11,577,773	2,737,471	2,737,471	11,694,595	2,737,471	5,909,113
Additional Paid-In Capital [Member]
Beginning Balance	$ 10,552,462	$ 8,981,912	$ 8,875,084	$ 8,875,084	$ 8,981,912	$ 8,875,084	$ 8,875,084
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019	9,883
Issuance of common stock in satisfaction of convertible debt and accrued interest		112,588
Issuance of common stock to consultant in satisfaction of account payable to consultant		14,963
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)		445,500
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest		157,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation		840,000
Round up shares after reverse split		(1)
Net income loss
Ending balance	10,562,345	10,552,462	8,875,084	8,875,084	10,562,345	8,875,084	8,981,912
Accumulated Deficit [Member]
Beginning Balance	(13,999,183)	(20,472,597)	(13,005,087)	(12,761,607)	(20,472,597)	(12,761,607)	(12,761,607)
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019
Issuance of common stock in satisfaction of convertible debt and accrued interest
Issuance of common stock to consultant in satisfaction of account payable to consultant
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation
Round up shares after reverse split
Net income loss	(189,678)	6,473,414	204,550	(243,480)
Ending balance	(14,188,861)	(13,999,183)	(12,800,537)	(13,005,087)	(14,188,861)	(12,800,537)	(20,472,597)
Beginning Balance	(3,434,143)	(11,483,776)	(4,126,266)	(3,882,786)	(11,483,776)	(3,882,786)	(3,882,786)
Issuance of restricted common stock to Company chief executive officer for director compensation for 1st quarter 2019	10,000						40,000
Issuance of common stock in satisfaction of convertible debt and accrued interest		113,719
Issuance of common stock to consultant in satisfaction of account payable to consultant		15,000
Issuance of common stock chargeable as professional fees to Valvasone Trust and affiliate for services of independent financial advisor (7% stockholder of Company)		450,000
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest		157,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer’s compensation		840,000
Round up shares after reverse split
Net income loss	(189,678)	6,473,414	204,550	(243,480)	6,283,736	(38,930)
Ending balance	$ (3,613,821)	$ (3,434,143)	$ (3,921,716)	$ (4,126,266)	$ (3,613,821)	$ (3,921,716)	$ (11,483,776)

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Consolidated Statements of Stockholders' (Deficiency) (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2019 USD ($) shares
Valvasone Trust [Member]
Ownership percentage	7.00%
The Greater Cannabis Company, Inc. [Member] | Common Stock One [Member]
Number of shares transferred | shares	750,000
Number of shares transferred, value	$ (157,500)
Notes payable	107,000
Accrued interest	$ 9,100
The Greater Cannabis Company, Inc. [Member] | Common Stock Two [Member]
Number of shares transferred | shares	4,000,000
Number of shares transferred, value	$ (840,000)
Accrued officer's compensation	$ 544,000

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
OPERATING ACTIVITIES:
Net income (loss)	$ (243,480)	$ 6,283,736	$ (38,930)
Adjustments to reconcile net income (loss) to net cash used from operating activities:
Depreciation	242	484	484
Stock-based professional fees relating to Valvasone Trust and affiliate		450,000
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to the Company CEO over accrued officer compensation settled charged to officer and director compensation		296,000
Excess of fair value of The Greater Cannabis Company, Inc. common stock transferred to Valvasone Trust over notes payable and accrued interest settled charged to professional fees		41,400
Issuance of notes payable to Valvasone Trust for professional fees		20,000
Income from modification of non-convertible notes payable			(343,540)
Loss on conversions of notes payable		111,977
Derivative liability expense (income)		7,610,646	(98,938)
Amortization of debt discounts	(5,877)	63,214	5,877
Changes in operating assets and liabilities:
Accounts payable		46,773
Accrued officer and director compensation	75,442	151,629	162,942
Accrued interest on notes payable	55,364	40,318	104,020
Net cash provided (used) from operating activities	(7,618)	(105,115)	(10,209)
INVESTING ACTIVITIES:
Advances to spun-off former subsidiary, The Greater Cannabis Company, Inc.			(3,389)
Net cash used by investing activities	(157)		(3,389)
FINANCING ACTIVITIES:
Loans, related parties, net		78	(5,993)
Proceeds from notes payable		80,150	20,000
Repayment of note payable		(3,000)
Net cash provided from financing activities	7,583	77,228	14,007
NET INCREASE (DECREASE) IN CASH	(192)	(27,887)	409
CASH, BEGINNING OF PERIOD	$ 2	28,005	2
CASH, END OF PERIOD		118	411
Supplemental Disclosures of Cash Flow Information:
Taxes paid
Interest paid
Non-cash investing and financing activities:
Issuance of notes payable to Valvasone Trust for professional services		20,000
Initial derivative liability charged to debt discounts		107,150
Transfer of 750,000 shares of The Greater Cannabis Company, Inc. common stock ($157,500 fair value) to Valvasone Trust in satisfaction of $107,000 notes payable and $9,100 accrued interest		157,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. common stock ($840,000 fair value) in satisfaction of $544,000 accrued officer's compensation		840,000
Notes payable		1,100
Accrued interest		642
Subtotal		1,742
Loss on conversion of notes payable		111,977
Total fair value of common stock issued		113,719
Issuance of common stock to consultant in settlement of account payable to consultant		15,000
Issuance of common stock in satisfaction of accrued director's compensation		$ 10,000

XML

Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	6 Months Ended
	Jun. 30, 2019 USD ($) shares
Valvasone Trust [Member] | The Greater Cannabis Company, Inc. [Member]
Transfer common stock | shares	750,000
Transfer common stock, value	$ 157,500
Notes payable	107,000
Accrued interest	$ 9,100
Officers [Member] | The Greater Cannabis Company, Inc. [Member]
Transfer common stock | shares	4,000,000
Transfer common stock, value	$ 840,000
Accrued officer's compensation	544,000
Convertible Noteholders [Member]
Issuance of common stock, value	$ 113,917

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Organization

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

NOTE A – ORGANIZATION

Sylios Corp (f/k/a US Natural Gas Corp) (“Sylios”, the “Company”, “we”, “us”, or “our”) was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. Sylios has four wholly owned subsidiaries: (i) US Natural Gas Corp KY (“USNG KY”), a corporation incorporated in Florida on February 1, 2010; (ii) US Natural Gas Corp WV (“USNG WV”) a corporation incorporated in Tennessee on August 25, 2009 and redomiciled in Florida on April 26, 2010; (iii) E 3 Petroleum Corp (“E 3”) a corporation incorporated in Florida on February 2, 2010; and (iv) 1720 RCMG, LLC (“RCMG”) a limited liability company formed in the State of Florida on July 24, 2019.

Effective March 10, 2017, Sylios distributed approximately 80.01% of the common stock of The Greater Cannabis Company, Inc. (“GCAN”), a former wholly owned subsidiary of Sylios organized in Florida on March 13, 2014. Please see NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES for further information.

Effective October 2, 2017, Sylios distributed approximately 41.05% of the common stock of AMDAQ Corp (formerly E 2 Investments, LLC) (“AMDAQ”), a former wholly owned subsidiary of Sylios organized in Florida on July 20, 2009. Please see NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES and NOTE P- SUBSEQUENT EVENTS for further information.

Effective December 28, 2018, Sylios effected a 1 share for 4,000 shares reverse stock split of its common stock reducing the number of issued and outstanding shares of its common stock from 10,949,884,000 to 2,737,471 shares. The accompanying financial statements retroactively reflect the reverse stock split.

Sylios owns vacant land in Macon, GA, which subject to receipt of adequate financing, it plans upon developing a storage facility for customer rentals. Please see NOTE C - PROPERTY AND EQUIPMENT for further information. USNG KY was granted royalty interests in 13 oil and gas wells in Kentucky (that had been shut-in since 2014) that it had acquired several years prior to the year ended December 31, 2017, which were sold to a third party in 2018. Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Summary of Significant Accounting Policies

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, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

The unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2018 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2018 included in the Company’s Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with that report.

Principles of Consolidation

The consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY, US Natural Gas Corp WV, E 3 Petroleum Corp and 1720 RCMG, LLC. All inter-company balances and transactions have been eliminated in consolidation.

Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

Income Taxes

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

Financial Instruments and Fair Value of Financial Instruments

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

Oil and Gas Properties

The Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.

When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in Accounting for Impairments.

On sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction of the cost of the interest retained. (Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.).

Derivative Liabilities

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Long-lived Assets

Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Marketable Equity Securities

Marketable equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities.

Deferred Financing Costs

Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

Stock-Based Compensation

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

Related Parties

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

Revenue Recognition

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

Advertising Costs

Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.

Loss per Share

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the six months ended June 30, 2019 and 2018, the Company excluded 58,713,064 and 2,628,416 shares, respectively relating to convertible notes payable to third parties (Please see NOTE H - NOTES PAYABLE, THIRD PARTIES for further information), 7,800,000 and 7,800,000 shares, respectively, relating to the Series A Preferred stock and 31,250,000 and 1,562,500 shares, respectively, relating to the Series D Preferred stock from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

Recently Enacted Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented.

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted.

The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE L - CAPITAL STOCK for further information.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.

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Property and Equipment

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

	June 30, 2019			December 31, 2018
	(Unaudited)
Land and storage facility costs development plans (pledged as security for promissory note of $75,000. Please see NOTE – I for further information)		75,000			75,000
Computer Software		20,000			20,000
Furniture, Fixtures and Equipment		10,828			10,828
Total		105,828			105,828
Accumulated depreciation and depletion		(29,498	)		(29,014	)
Net property and equipment	$	76,330		$	76,814

On October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000.

On this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price for these assets was $35,000.

The Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s president on November 12, 2018, the Company has not made any payment against the Note.

The Company uses the straight-line method of depreciation for computer software and furniture, fixtures and equipment over the estimated useful lives of the respective assets. For the six months ended June 30, 2019 and 2018, depreciation expense relating to property and equipment was $484 and $484, respectively.

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Oil and Gas Royalty Interests

6 Months Ended

Jun. 30, 2019

Extractive Industries [Abstract]

Oil and Gas Royalty Interests

NOTE D - OIL AND GAS ROYALTY INTERESTS

Oil and gas royalty interests consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Royalty interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on May 10, 2018 (1)	$	-	$	-
Royalty interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2)		-		-
Royalty interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015. (3)		-		-
Totals	$	-	$	-

(1) Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells.

No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017.

(2) Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0.

(3) Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0.

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Oil and Gas Operating Bonds

6 Months Ended

Jun. 30, 2019

Extractive Industries [Abstract]

Oil and Gas Operating Bonds

NOTE E – OIL AND GAS OPERATING BONDS

The Company is required to put up for bond either cash or a Surety bond for each well it elects to act as operator. The amount of the bond is calculated based on the total depth of the well. In the event the Company were to abandon the wells, the Kentucky Department of Natural Resources would claim the cash bond and use the funds for reclamation.

The Company hopes to reclaim the cash bonds totaling $24,500 for the 13 wells sold in the Asset Purchase Agreement with Soligen Technologies, Inc. when Soligen replaces the Company’s cash bonds by funding with its own bond, which has not yet occurred at the date of issuance of these financial statements. Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.

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Investments in and Advances to Spun-off Former Subsidiaries

6 Months Ended

Jun. 30, 2019

Investments in and Advances to Affiliates [Abstract]

Investments in and Advances to Spun-off Former Subsidiaries

NOTE F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES

The Greater Cannabis Company, Inc.

Effective March 10, 2017, in connection with a partial spin-off of The Greater Cannabis Company, Inc. (“GCAN”) from the Company, the Company issued a total of 26,905,969 shares of GCAN common stock. 5,378,476 shares were issued to itself (representing 19.9% of the issued and outstanding shares of GCAN common stock after the spin-off) and 21,527,493 shares were issued to the stockholders of record of the Company on February 3, 2017 on the basis of one share of GCAN common stock for each 500 shares of the Company’s common stock held (representing 80.1% of the issued and outstanding shares of GCAN common stock after the spin-off). The related Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on August 31, 2017. The Financial Industry Regulatory Authority (“FINRA”) cleared the quotation of GCAN common stock on July 10, 2018 under the symbol “GCAN.”

Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows:

ASSETS	$	-
LIABILITIES
Notes payable to Sylios	$	104,557
Accrued interest on notes payable to Sylios		7,604
Loans payable to related parties:
Due to Chief Executive Officer of Sylios		1,477
Due to two subsidiaries of Sylios		284
Total liabilities		113,922
Net Assets	$	(113,922	)

Operations of GCAN for the period January 1, 2017 to March 10, 2017 (while GCAN was a wholly owned subsidiary of the Company) have been included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2017, as follows:

Revenues	$	-
Expenses:
Selling, general and administrative	$	4,557
Interest		577
Total expenses		5,134
Net loss	$	(5,134	)

Since GCAN had negative assets at the March 10, 2017 effective date of the spin-off, the Company recorded its 19.9% investment in GCAN at $0.

At June 30, 2019 and December 31, 2018, the Company held 628,476 (1.81% of the issued and outstanding common shares) and 5,378,476 (16.87% of the issued and outstanding common shares) shares of common stock of GCAN, respectively. On January 9, 2019, the Company transferred 4,000,000 shares of GCAN common stock (fair value of $840,000) to Wayne Anderson to satisfy liabilities of $544,000. Also, on January 9, 2019 the Company transferred 750,000 shares of GCAN common stock (fair value of $157,500) to Valvasone Trust to satisfy liabilities of $116,100.

AMDAQ Corp

On September 1, 2017, AMDAQ Corp (“AMDAQ”) acquired AMDAQ, Ltd. (“Limited”), a corporation formed under the Registrar of Companies for England and Wales in March 2016, in exchange for 15,000,000 shares of AMDAQ common stock (representing approximately 46% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the transaction). As of the September 1, 2017 acquisition date. Limited had no assets and no liabilities. For the period from January 1, 2017 to September 1, 2017, Limited had no revenues and expenses of $12,327. From September 1, 2017 to October 2, 2017, Limited had no revenues and no expenses.

Effective October 2, 2017, in connection with a partial spin-off of AMDAQ from the Company, the Company issued a total of 17,552,626 shares of AMDAQ common stock. 2,956,650 shares were issued to itself (representing 9.1% of the issued and outstanding shares of AMDAQ common stock after the spin-off) and 14,595,976 shares were issued to the stockholders of record of the Company on September 15, 2017 on the basis of one share of AMDAQ common stock for each 750 shares of the Company’s common stock held (representing 44.8% of the issued and outstanding shares of AMDAQ common stock after the spin-off). AMDAQ plans to file a Registration Statement on Form S-1 during the fourth quarter of 2019.

Generally accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows:

ASSETS
Loans receivable from USNG KY	$	41,714
Total assets		41,714
LIABILITIES
Loans payable to Sylios:	$	63,033
Total liabilities		63,033
Net Assets	$	(21,319	)

AMDAQ had no revenues or expenses for the period January 1, 2017 to October 2, 2017 (while AMDAQ was a subsidiary of the Company).

Since AMDAQ had negative assets at the October 2, 2017 effective date of the spin-off, the Company recorded its 9.1% investment in AMDAQ at $0.

On October 16, 2017, AMDAQ acquired 1,000,000 Ethereum compliant tokens from two business associates in exchange for 3,000,000 shares of AMDAQ common stock.

At June 30, 2019 and December 31, 2018, the Company held 2,956,650 (13.47% of the issued and outstanding common shares) and 2,956,650 (7.69% of the issued and outstanding common shares) shares of common stock of AMDAQ, respectively. On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.

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Accrued Officer and Director Compensation

6 Months Ended

Jun. 30, 2019

Accrued Officer And Director Compensation

Accrued Officer and Director Compensation

NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION

Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Pursuant to April 1, 2015 Employment Agreement	$	6,964	$	561,835
Pursuant to April 1, 2018 Employment Agreement		337,500		202,500
Pursuant to January 5, 2011 Board of Directors Service Agreement		-		-
Pursuant to January 2, 2018 Board of Directors Service Agreement		57,500		40,000
Total	$	401,964	$	804,335

For the year ended December 31, 2018 and the three and six months ended June 30, 2019, the balance of accrued officer and director compensation changed as follows:

	Pursuant to Employment Agreements			Pursuant to Board of Directors Services Agreements			Total
Balance, December 31, 2017		506,393			70,000			576,393
Officer’s/director’s compensation for year ended December 31, 2018		257,942			80,000			337,942
Issuance of 2,176,617 restricted shares of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018		-			(70,000	)		(70,000	)
Issuance of 995,025 restricted shares of common stock (with a fair value of $40,000) on December 31, 2018		-			(40,000	)		(40,000	)
Balance, December 31, 2018		764,335			40,000			804,335
Officer’s/director’s compensation for three months ended March 31, 2019		67,500			20,000			87,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole officer and director		(544,000	)		-			(544,000	)
Balance March 31, 2019 (unaudited)		287,835			60,000			347,835
Officer’s/director’s compensation for three months ended June 30, 2019		67,500			20,000			87,500
Cash payments to Officer/Director during the three months ended June 30, 2019		(10,871	)		(12,500	)		(23,371	)
Issuance of 116,822 restricted shares of common stock (with a fair value of $10,000) on April 10, 2019		-			(10,000	)		(10,000	)
Balance June 30, 2019 (unaudited)	$	344,464		$	57,500		$	401,964

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Notes Payable, Third Parties

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Notes Payable, Third Parties

NOTE H - NOTES PAYABLE, THIRD PARTIES

Notes payable to third parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date:
Issue date October 9, 2018, maturity date of October 9, 2019- net of unamortized debt discount of $8,302 and $23,178 at June 30, 2019 and December 31, 2018, respectively		21,698		6,822
Issue date December 31, 2018, maturity date of December 31, 2019- net of unamortized debt discount of $16,636 and $33,000 at June 30, 2019 and December 31, 2018, respectively		16,364		-
Amended and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019- net of amounts converted into Sylios common stock and net of unamortized debt discount of $13,763 and $0 at June 30, 2019 and December 31, 2018, respectively		6,637		-
Issue date February 18, 2019, maturity date of February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018 respectively		4,177		-
Issue date June 5, 2019, maturity date of June 5, 2020- net of unamortized debt discount of $15,370 and $0 at June 30, 2019, December 31, 2018, respectively		1,130		-
Subtotal Armada		50,006		6,822
Unsecured Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”), all in technical default, with interest at 12% payable at maturity with principal (default interest rates ranging from 18% to 22%); convertible into shares of common stock at a variable conversion price equal to 40% of the Market Price (20% for the note due March 7, 2018), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock		3,984		3,984
Issue date February 1, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock		4,742		4,742
Issue date February 13, 2017, maturity date November 30, 2017		10,000		10,000
Issue date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock		10,000		10,000
Issue date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $6,610 and $0 at June 30, 2019 and December 31, 2018, respectively		5,890		-
Subtotal Darling		34,616		28,726
Unsecured Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default, with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock		5,500		3,086
Issue date April 28, 2014, maturity date April 28, 2015, net of amounts converted into Sylios common stock		521		521
Issue date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock		26,086		26,086

Issue date August 12, 2014, maturity date August 12, 2015		112,500		112,500
Issue date July 3, 2014, maturity date July 3, 2015		50,000		50,000
Issue date June 3, 2015, maturity date June 3, 2016		17,250		17,250
Issue date March 16, 2016, maturity date June 14, 2016		17,500		17,500
Issue date January 27, 2017, maturity date January 27, 2018		55,000		55,000
Subtotal Tangiers		284,357		281,943
Unsecured Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date June 1, 2016, maturity date December 1, 2016		-		4,000
Issue date July 11, 2016, maturity date January 11, 2017		-		4,000
Subtotal Bullfly		-		8,000
Unsecured Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date February 24, 2016, maturity date August 24, 2016		-		7,500
Subtotal Mountain		-		7,500
Secured Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal, secured by substantially all assets of the Company per UCC filing dated June 30, 2015:
Issue date June 6, 2018 (renewing note dated September 4, 2009)		790,000		790,000
Issue date June 6, 2018 (renewing note dated November 12, 2009)		120,000		120,000
Subtotal SLMI		910,000		910,000
Secured Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable at maturity with principal:
Issue date January 11, 2010, maturity date July 10, 2010		100,000		100,000
Subtotal MTEL		100,000		100,000
Unsecured Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with interest at 3% payable at maturity with principal:
Issue date October 7, 2013, maturity date January 31, 2014		-		10,000
Issue date March 30, 2014, maturity date June 30, 2014		-		15,000
Issue date January 11, 2016, maturity date March 31, 2016		-		22,000
Issue date July 1, 2017, maturity date September 30, 2017		-		40,000
Subtotal Valvasone		-		87,000
Unsecured Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity with principal:
Issue date November 17, 2017, maturity date April 17, 2018		4,000		4,000
Subtotal Atlas		4,000		4,000
Unsecured Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal Jefferson		6,520
Unsecured Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal BHP		6,520
Unsecured Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5% payable at maturity with principal:
Issue date August 11, 2017, maturity date November 11, 2017		3,250		6,250
Subtotal Pacific		3,250		6,250
Total	$	1,396,855	$	1,440,242

Concentration of Debt Due Lenders:

	SLMI		Tangiers		Other		Total
June 30, 2019
Promissory notes payable, net of discount	$	910,000	$	284,357	$	204,912	$	1,396,855
Accrued interest:
Stated interest		292,934		91,111		79,946		463,991
Additional default interest		-		-		-		-
Total accrued interest		292,934		91,111		79,946		463,991
Total debt (Unaudited)	$	1,202,934	$	375,468	$	284,858	$	1,860,846
December 31, 2018
Promissory notes payable, net of discount	$	910,000	$	281,943	$	248,299	$	1,440,242
Accrued interest:				-
Stated interest		279,284		79,145		80,985		439,414
Additional default interest		-		-		-		-
Total accrued interest		279,284		79,145		80,985		439,414
Total debt	$	1,189,284	$	361,088	$	329,284	$	1,879,656

Interest expense consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Stated interest	$	18,945	$	19,856	$	40,320	$	39,693
Additional default interest		-		28,820		-		64,347
Totals	$	18,945	$	48,676	$	40,320	$	104,040

The stated interest and additional default interest expense relates to the following lenders:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
SLMI	$		$		$		$
Stated Interest		6,825		7,140		13,650		13,650
Additional default interest		-		12,267		-		30,667
Total SLMI		6,825		19,407		13,650		44,317
Tangiers:
Stated Interest		5,983		5,920		11,966		11,820
Additional default interest		-		12,656		-		25,689
Total Tangiers		5,983		18,576		11,966		37,509
Other lenders
Stated Interest		6,029		6,796		14,704		14,223
Additional default interest		-		3,897		-		7,991
Total others		6,029		10,693		14,704		22,214
Totals
Stated Interest		18,945		19,856		40,320		39,693
Additional default interest		-		28,820		-		64,347
Total all Lenders	$	18,945	$	48,676	$	40,320	$	104,040

Income from modification of convertible and non-convertible notes payable consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Waiver of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018 (1)	$	-	$	343,540	$	-	$	343,540
Waiver of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018 (2)		-		-		-		-
Waiver of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December 18, 2018 (2)		-		-		-		-
Total	$	-	$	343,540	$	-	$	343,540

(1) The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations.

(2) As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes.

Gain on settlement of convertible notes payable consists of:

	Three Months Ended		Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

Convertible Note Conversions:

During the six months ended June 30, 2019, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes:

	Principal		Interest		Total		Conversion		Shares
Date	Conversion		Conversion		Conversion		Price		Issued		Issued to
2/7/2019	$	—	$	642	$	642	$	0.00108		594,066	Darling
2/20/2019		1,100		—		1,100		0.00205		536,585	Armada
	$	1,100	$	642	$	1,742				1,130,651

Loss on conversions of notes payable consists of:

	Three Months Ended				Six Months
	June 30, 2019		June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Armada convertible notes	$	-	$	-	$	(52,599	)	$	-
Beaufort convertible notes		-		-		-			-
Darling convertible notes		-		-		(59,418	)		-
Tangiers convertible notes		-		-		-			-
Other convertible notes		-		-		-			-
Total	$	-	$	-	$	(111,977	)	$	-

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Notes Payable, Related Parties

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Notes Payable, Related Parties

NOTE I - NOTES PAYABLE, RELATED PARTIES

Notes payable to related parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019	$	70,000	$	70,000
Unsecured Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 3%, due September 15, 2018		78,000		78,000
Total	$	148,000	$	148,000

The Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson (originally in the amount of $75,000) is secured by a Deed to Secure Debt, Assignment of Rents and Security Agreement relating to the property located in Macon, Georgia (Please see NOTE C – PROPERTY AND EQUIPMENT for further information). The Note provides for the Company to make a first payment of $15,000 within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to Mr. Anderson on November 12, 2018, the Company has not made any payment against the Note.

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Derivative Liability

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liability

NOTE J - DERIVATIVE LIABILITY

The derivative liability at June 30, 2019 and December 31, 2018 consisted of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Convertible Promissory Notes payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information	$	346,238	$	1,076,786
Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		221,815		2,248,272
Convertible Promissory Notes payable to Tangiers Investment Group, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		535,277		5,354,400
Convertible Promissory Notes payable to Bullfly Trading Company, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,960
Convertible Promissory Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,838
Convertible Promissory Note payable to Jefferson Street Capital, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Convertible Promissory Note payable to BHP Capital NY, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Total derivative liability	$	1,174,262	$	8,683,257

The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income).

The fair value of the derivative liability was measured at the respective issuance dates and at June 30, 2019 and December 31, 2018 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2019 were (1) stock price of $0.02 per share, (2) conversion prices ranging from $0.00205 to $0.01 per share, (3) terms ranging from 6 months to 324 days, (4) expected volatility of 1225%, and (5) risk free interest rates ranging from 1.93% to 2.06%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2018 were (1) stock price of $0.0402 per share, (2) conversion prices ranging from $0.0008 to $0.164 per share, (3) terms ranging from 6 months to 12 months, (4) expected volatility of 1080%, and (5) risk free interest rates ranging from 2.56% to 2.63%.

Derivative liability income (expense) consists of:

	Three Months Ended					Six Months ended
	June 30, 2019			June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Beaufort convertible notes	$	-		$	-	$	-		$	(82,945	)
Armada convertible notes		(8,571	)		-		778,598			-
Darling convertible notes		-			-		2,038,957			43,804
Tangiers convertible notes		-			-		4,819,124			(71,717	)
Other convertible notes		(19,932	)		-		(26,033	)		11,920
Total	$	(28,503	)	$	-	$	7,610,646		$	(98,938	)

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2019

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

NOTE K – ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations relate to future plugging and abandonment costs relating to the 13 oil and gas wells located in Kentucky, which were sold to Soligen Technologies, Inc. (“Soligen”) on May 10, 2018 (Please see NOTE D -OIL AND GAS ROYALTY INTERESTS for further information). The $64,500 liability was estimated by management at December 31, 2018 based upon a number of factors including the depth of the wells and the regional reclamation, plugging and abandonment costs. No change in the estimate of $64,500 has been recognized from December 31, 2016 to June 30, 2019.

If and when Soligen replaces our operating bond on deposit with the Kentucky Department of Natural Resources, Soligen will then become responsible for the asset retirement obligations relating to the 13 wells and we will writeoff the then balance of the asset retirement obligations liability.

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Capital Stock

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Capital Stock

NOTE L - CAPITAL STOCK

Preferred Stock

On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A Preferred Stock shall be as hereinafter described. The holders of Series A Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A Preferred shares are outstanding.

The holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series A Preferred Stock held on a one per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock only if the Company has failed to satisfy all financial obligations by the designated time inclusive of the cure period. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series A Preferred Stock was Three Million (3,000,000) shares. At June 30, 2019 and December 31, 2018, there are 1,000,000 and 1,000,000 shares issued and outstanding, respectively.

On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B Preferred Stock shall be as hereinafter described. The holders of Series B Preferred Stock shall not be entitled to receive dividends. The holders of Series B Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the Company. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series B Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of ten shares of common stock for each share of series B Preferred Stock. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series B Preferred Stock was Three Hundred Thousand (300,000) shares. At June 30, 2019 and December 31, 2018 there are 0 and 0 shares issued and outstanding, respectively.

On April 14, 2011, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series C Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series C Preferred Stock shall be as hereinafter described. The holders of Series C Preferred Stock shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series Preferred Stock while Series C Preferred shares are outstanding. The holders of Series C Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series C Preferred Stock held on a forty votes per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series C Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock at the rate of forty shares of common stock for each share of series C Preferred Stock. The Board of directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series C Preferred Stock (the “Series C Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting the Series C Preferred Stock was One Million (1,000,000) shares. At June 30, 2019 and December 31, 2018, there are 0 and 0 shares issued and outstanding, respectively

On November 14, 2017, the Company’s Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series D Preferred Stock” with a stated value of $0.001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series D Preferred Stock shall be as hereinafter described. The holders of Series D Preferred Stock shall not be entitled to receive dividends.

The holders of Series D Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the Company. If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series D Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series A, plus Series B, plus Series C Preferred Stocks which are issued and outstanding at the time of voting. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series D Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock upon the following formula:

Calculation- Each individual share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock equal to:

[5000]

divided by:

[.80 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series D Preferred stockholder]

The number of authorized shares constituting the Series D Preferred Stock was Five Hundred Thousand (500,000) shares. At June 30, 2019 and December 31, 2018, there are 100 and 100 shares issued and outstanding, respectively.

Common Stock

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

In April 2018, the Board of Directors approved a 1:4000 reverse stock split. On December 7, 2018, the Company filed a new Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”) for the Company’s approved 1:4000 reverse stock split. On December 27, 2018, the Company was notified by FINRA that it had sufficient information to pass on the corporate action. The Company’s common stock began trading on a post-split basis beginning on December 28, 2018 (the “Effective date”). The trading symbol for the Company’s common stock was changed to “UNGSD” for the first twenty business days including the effective date, thereafter the trading symbol reverted back to “UNGS.”

Common Stock and Preferred Stock Issuances

For the six months ended June 30, 2019 and fiscal years ended December 31, 2018 and December 31, 2017, the Company issued and/or sold the following unregistered securities:

2019

On January 4, 2019, the Company issued 37,500 shares of its common stock (with a fair value of $14,959) in satisfaction of $15,000 in accounts payable due a consultant.

On January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.

On February 7, 2019, the Company issued 594,066 shares of its common stock to a convertible noteholder in satisfaction of $642 accrued interest. The $59,418 excess of the $60,060 fair value of the 594,066 shares over the $642 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

 
On February 14, 2019, the Company issued 3,000,000 shares of its common stock to Valvasone Trust as payment for services rendered on behalf of the Company. The $300,000 fair value of the 3,000,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 14, 2019, the Company issued 1,500,000 shares of its common stock to a Valvasone Trust affiliate as payment for services rendered on behalf of the Company. The $150,000 fair value of the 1,500,000 shares was charged to professional fees in the three months ended March 31, 2019.

On February 20, 2019, the Company issued 536,585 shares of its common stock to a convertible noteholder in satisfaction of $1,100 notes payable. The $52,559 excess of the $53,659 fair value of the 536,585 shares over the $1,100 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2019.

On April 17, 2019, the Company issued 116,822 shares of its common stock to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $10,000 director’s stock-based compensation for the first quarter of calendar year 2019.

2018

In December 2018, the Company issued 995,025 shares of its common stock (with a fair value of $40,000) to Wayne Anderson, the Company’s chief executive officer and sole officer and director of the Company, in satisfaction of $40,000 accrued director’s compensation for the calendar year 2018.

In December 2018, the Company issued 2,176,617 shares of its common stock (with a fair value of $70,000) to Wayne Anderson in satisfaction of $70,000 accrued director’s compensation for the calendar years 2011-2017.

2017

In January 2017, the Company issued 21,875 shares of common stock to Wayne Anderson in satisfaction of $7,000 accrued officer compensation. The $10,500 excess of the $17,500 fair value of the 21,875 shares over the $7,000 liability reduction was charged to officer and director compensation expense.

In January 2017, the Company issued 75,000 shares of common stock to Valvasone Trust, the Company’s external financial advisor, in satisfaction of $15,000 notes payable. The $45,000 excess of the $60,000 fair value of the 75,000 shares over the $15,000 liability reduction was charged to professional fees expense. In addition, Valvasone Trust was issued $40,000 notes payable on July 1, 2017 for services performed by John DellaDonna, CPA (trustee of Valvasone Trust) as the Company’s external financial advisor. Accordingly, the professional fees incurred to Valvasone Trust and charged in the consolidated financial statement of operations for the year ended December 31, 2017 aggregated $85,000.

In January 2017, the Company issued 41,667 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable. The $6,667 excess of the $16,667 fair value of the 41,667 shares over the $10,000 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 173,937 shares of common stock to a convertible noteholder in satisfaction of $2,414 notes payable and $11,618 accrued interest. The $125,118 excess of the $139,150 fair value of the 173,937 shares over the $14,032 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 113,220 shares of common stock to a convertible noteholder in satisfaction of $9,058 notes payable. The $36,230 excess of the $45,288 fair value of the 113,220 shares over the $9,058 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 52,188 shares of common stock a convertible noteholder in satisfaction of $12,525 notes payable. The $29,225 excess of the $41,750 fair value of the 52,118 shares over the $12,525 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 114,583 shares of common stock to a convertible noteholder in satisfaction of $27,500 notes payable. The $64,167 excess of the $91,667 fair value of the 114,583 shares over the $27,500 liability reduction was charged to loss on conversion of debt.

In January 2017, the Company issued 140,438 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable and $1,235 accrued interest. The $101,115 excess of the $112,350 fair value of the 140,933 shares over the $11,235 liability reduction was charged to loss on conversion of debt.

In February 2017, the Company issued 70,813 shares of common stock to a convertible noteholder in satisfaction of $4,458 notes payable and $1,207 accrued interest. The $22,660 excess of the $28,325 fair value of the 70,813 shares over the $5,665 liability reduction was charged to loss on conversion of debt.

The number of common shares authorized with a par value of $0.001 per share at June 30, 2019 and December 31, 2018is 750,000,000 and 750,000,000, respectively. At June 30, 2019 and December 31, 2019, there are 11,577,773 and 5,909,113 shares of common stock issued and outstanding, respectively.

Preferred Stock

On December 31, 2017, the Company issued to Wayne Anderson 100 shares of the Company’s newly designated Series D Preferred Stock in satisfaction of $500,000 accrued officer’s compensation.

Warrants and options

A summary of warrants and options activity follows:

	Shares Equivalent
	Options		Warrants		Total
Balance, January 1, 2017		25,000		-		25,000
Granted in year ended December 31, 2017		-		-		-
Balance December 31, 2017		25,000		-		25,000
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement		25,000		-		25,000
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018		-		62,500		62,500
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018		-		82,500		82,500
Balance, December 31, 2018		50,000		145,000		195,000
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019		-		3,000,000		3,000,000
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019		-		220,000		220,000
Balance, June 30, 2019		50,000		3,543,750		3,593,750

As of June 30, 2019, the Company has eleven warrants and options issued and outstanding granting the holders the right to purchase up to a total of 3,593,750 shares of its common stock.

The following table summarizes information about warrants outstanding as of June 30, 2019:

Number Outstanding
At June 30, 2019		Exercise Price		Expiration Date
	25,000	$	0.80	April 1, 2020
	25,000	$	0.40	April 1, 2023
	62,500	$	0.40	October 9, 2023
	82,500	$	0.40	December 31, 2023
	3,000,000	$	0.025	January 9, 2024
	78,750	$	0.10	February 20, 2024
	100,000	$	0.10	May 2, 2024
	220,000		0.075	June 5, 2024
	3,593,750

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Income Taxes

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

NOTE M - INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the three and six months ended June 30, 2019 and 2018. The sources of the difference are as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(Unaudited)			Unaudited)			(Unaudited)			(Unaudited)
Expected tax	$	(39,832	)	$	42,956		$	1,319,585		$	(8,175	)
Non-deductible stock-based compensation		-			-			165,354			-
Non-deductible loss on conversion of notes payable and accrued interest		-			-			23,515			-
Non-deductible loss (nontaxable income) from derivative liability		5,986			-			(1,598,236	)		20,777
Non-deductible amortization of debt discounts		8,056			-			13,275			1,234
Increase (decrease) in Valuation allowance		25,790			(42,956	)		76,507			(13,836	)
Provision for (benefit from) income taxes	$	-		$	-		$	-		$	-

All tax years remain subject to examination by the Internal Revenue Service.

Significant components of the Company’s deferred income tax are as follows:

	June 30, 2019			December 31, 2018
	(Unaudited)
Unpaid accrued officer and director compensation	$	84,412		$	168,910
Net operating loss carry-forwards		2,223,349			2,062,344
Valuation allowance		(2,307,761	)		(2,231,254	)
Net non-current deferred tax asset	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $2,231,254 attributable to the future utilization of the $804,335 timing difference relating to unpaid officer and director compensation and the $9,820,686 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2018. The Company will continue to review this valuation allowance and make adjustments as appropriate. $10,072,705 of the net operating loss carryforward expires in varying amounts from year 2026 to year 2037.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE N - COMMITMENTS AND CONTINGENCIES

Occupancy

On August 21, 2018, the Company entered into a lease to rent office space located at 501 1st Ave N, Suite 901, St. Petersburg, FL 33701. The lease is for a term of one year and has a monthly rental rate of $470. The Company’s future rental obligation at June 30, 2019 and December 31, 2018 is $940 and $3,760, respectively.

Employment and Director Agreements

On April 1, 2018, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. The agreement provides for Mr. Anderson to receive an annual compensation of $270,000 for each of the three years of the Agreement. Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

On January 2, 2018, the Company executed a new Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 2, 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

On April 1, 2015, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share. Mr. Anderson was accrued an annual compensation of $221,767 for each of the three years of the Agreement.

On January 5, 2011, the Company executed a Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement, commencing January 5, 2011 the Company was to pay Mr. Anderson the equivalent of $2,500 per quarter in common stock for which Mr. Anderson served on the Board of Directors. For the years ended December 31, 2011 to December 31, 2017, the Company expensed $10,000 per year, which was satisfied through the issuance of the Company’s common stock on December 31, 2018. Please see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

Legal

From time to time, the Company is subject to litigation from service providers and others. As of June 30, 2019 and December 31, 2018, there are two outstanding judgments against the Company totaling $6,658 and $6,658, respectively (which is included in accounts payable). As of June 30, 2019 and December 31, 2018 and at the date of issuance of these financial statements, there is no outstanding litigation against the Company.

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Going Concern Uncertainity

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern Uncertainity

NOTE O - GOING CONCERN UNCERTAINITY

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of June 30, 2019, we had an accumulated deficit of $14,188,861. For the six months ended June 30, 2019, we used cash from operating activities of $105,115. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through August 2020.

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

NOTE P - SUBSEQUENT EVENTS

On July 2, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Armada Investment Fund, LLC (“ARMADA”) in the principal amount of $16,500 in exchange for $15,000 cash. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 5, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The Convertible Note is due on June 5, 2020 and bears interest at 8% annually. As part of the transaction, ARMADA was also issued a warrant granting the holder the right to purchase up to 220,000 shares of the Company’s common stock at an exercise price of $0.075 for a term of 5-years.

On July 22, 2019, the Company elected to form a new operating subsidiary to manage the Company’s development of its commercial property located in Macon, GA. The Board of Directors approved the formation of a new subsidiary named 1720 RCMG, LLC. The Company filed Articles of Organization with the State of Florida Division of Corporations on the same date. The new entity will become a wholly owned subsidiary of the Company.

On July 25, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of Armada Investment Fund, LLC, BHP Capital NY Inc. and Fourth Man, LLC (collectively, the “Investors”) wherein the Company issued each of the Investors a Convertible Promissory Note (the “Notes”) in the amount of $15,400 for a total of $46,200. The Notes have a term of one (1) year and are due on July 29, 2020 and bear interest at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 29, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. As part and parcel of the foregoing transactions, each of the Investors was issued a warrant granting the holder the right to purchase up to 256,667 shares of the Company’s common stock at an exercise price of $0.08 for a term of 5-years. The transactions closed on July 29, 2019. 

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Restatement of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2019

Restatement Of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

NOTE Q – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS 

Our Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2019 (and declared effective by the SEC on July 8, 2019)(the “S-1/A-2”) contained consolidated statements of operations and cash flows of the Company for the three months ended March 31, 2018. In the preparation of the accompanying Form 10-Q for the quarterly period ended June 30, 2019 (the “June 30, 2019 10-Q”), errors were discovered principally relating to accounting for the derivative liability recorded at March 31, 2018 that resulted from the Company’s failure to measure that liability at that date using Black Scholes option pricing model measurements applied to the individual convertible notes payable using such assumptions as stock price, conversion price, risk-free interest rate, term and volatility.

Essentially, in retrospect, the Company’s failure to measure using the Black Scholes model resulted in an overstatement of the derivative liability expense in the three months ended March 31, 2018 as recorded in the financial statements for that period included in the Amendment No.2 to Form S-1 filed by the Company on June 17, 2019. As restated, the derivative liability expense of $1,943,842 as originally reported has been reduced by $1,844,904 to $98,938 as restated. In addition, the Company also failed to amortize debt discounts on convertible notes payable for the three months ended March 31, 2018 in the consolidated financial statements of the Company filed in Amendment No. 2 to Form S-1 filed by the Company on June 17, 2019. As restated, the amortization of debt discounts expense of $0 as originally reported has been increased by $5,877 to $5,877 as restated. As restated, the net loss of $2,082,507 as originally reported has been decreased by $1,839,027 to $243,480 as restated. We have corrected these errors and used the corrected amounts in connection with the preparation of this June 30, 2019 Form 10-Q.

The effect of the correction adjustments on the Consolidated Statement of Operations for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Revenue	$	-		$	-		$	-
Operating expenses:
Officer and director compensation, including stock- based compensation of $10,000		75,442			-			75,442
Professional fees		2,694			-			2,694
Other operating expenses		5,165			-			5,165
Total operating expenses		83,301			-			83,301
Loss from Operations		(83,301	)		-			(83,301	)
Other income (expenses):
Derivative liability expense		(1,943,842	)		1,844,904			(98,938	)
Amortization of debt discounts		-			(5,877	)		(5,877	)
Interest expense		(55,364	)		-			(55,364	)
Total other income (expenses)		(1,999,206	)		1,839,027			(160,179	)
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Basic and diluted loss per common share	$	(0.76	)	$	0.67		$	(0.09	)
Weighted average common shares outstanding-basic and diluted		2,737,471			-			2,737,471

The effect of the corrections adjustments on the Consolidated Statement of Cash Flows for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Derivative liability expense		1,943,842			(1,844,904	)		98,938
Amortization of debt discounts		-			5,877			5,877
Depreciation		242			-			242
Accrued interest on notes payable		55,364			-			55,364
Accrued officer and director compensation		75,442			-			75,442
Net cash used from operating activities		(7,618	)		-			(7,618	)
Net cash used from investing activities		(157	)		-			(157	)
Net cash provided from financing activities		7,583			-			7,583
DECREASE IN CASH AND CASH EQUIVALENTS	$	(192	)	$	-		$	(192	)

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

Interim Financial Statements

The unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2018 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2018 included in the Company’s Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with that report.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY, US Natural Gas Corp WV, E 3 Petroleum Corp and 1720 RCMG, LLC. All inter-company balances and transactions have been eliminated in consolidation.

Cash Equivalents

Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

Income Taxes

Income Taxes

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

Financial Instruments and Fair Value of Financial Instruments

Financial Instruments and Fair Value of Financial Instruments

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

Oil and Gas Properties

Oil and Gas Properties

The Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.

When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in Accounting for Impairments.

On sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction of the cost of the interest retained. (Please see NOTE D - OIL AND GAS ROYALTY INTERESTS for further information.).

Derivative Liabilities

Derivative Liabilities

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Long-lived Assets

Long-lived Assets

Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Marketable Equity Securities

Marketable Equity Securities

Marketable equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities.

Deferred Financing Costs

Deferred Financing Costs

Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

Stock-Based Compensation

Stock-Based Compensation

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

Related Parties

Related Parties

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

Revenue Recognition

Revenue Recognition

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.

Loss Per Share

Loss per Share

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the six months ended June 30, 2019 and 2018, the Company excluded 58,713,064 and 2,628,416 shares, respectively relating to convertible notes payable to third parties (Please see NOTE H - NOTES PAYABLE, THIRD PARTIES for further information), 7,800,000 and 7,800,000 shares, respectively, relating to the Series A Preferred stock and 31,250,000 and 1,562,500 shares, respectively, relating to the Series D Preferred stock from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

Recently Enacted Accounting Standards

Recently Enacted Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the periods presented.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02 has not had any significant effect on our Financial statements for the periods presented.

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted.

The Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE L - CAPITAL STOCK for further information.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at:

	June 30, 2019			December 31, 2018
	(Unaudited)
Land and storage facility costs development plans (pledged as security for promissory note of $75,000. Please see NOTE – I for further information)		75,000			75,000
Computer Software		20,000			20,000
Furniture, Fixtures and Equipment		10,828			10,828
Total		105,828			105,828
Accumulated depreciation and depletion		(29,498	)		(29,014	)
Net property and equipment	$	76,330		$	76,814

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Oil and Gas Royalty Interests (Tables)

6 Months Ended

Jun. 30, 2019

Extractive Industries [Abstract]

Schedule of Oil and Gas Royalty Interests

Oil and gas royalty interests consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Royalty interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on May 10, 2018 (1)	$	-	$	-
Royalty interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2)		-		-
Royalty interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015. (3)		-		-
Totals	$	-	$	-

(1) Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells.

No gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time of the sale as the wells were fully impaired prior to the year ended December 31, 2017.

(2) Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0.

(3) Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0.

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Investments in and Advances to Spun-off Former Subsidiaries (Tables)

6 Months Ended

Jun. 30, 2019

The Greater Cannabis Company, Inc. [Member]

Schedule of Summarized Financial Information, Balance Sheet

The partial spin-off was recorded at the carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows:

ASSETS	$	-
LIABILITIES
Notes payable to Sylios	$	104,557
Accrued interest on notes payable to Sylios		7,604
Loans payable to related parties:
Due to Chief Executive Officer of Sylios		1,477
Due to two subsidiaries of Sylios		284
Total liabilities		113,922
Net Assets	$	(113,922	)

Schedule of Summarized Financial Information, Income Statement

Operations of GCAN for the period January 1, 2017 to March 10, 2017 (while GCAN was a wholly owned subsidiary of the Company) have been included in the accompanying Consolidated Statement of Operations for the year ended December 31, 2017, as follows:

Revenues	$	-
Expenses:
Selling, general and administrative	$	4,557
Interest		577
Total expenses		5,134
Net loss	$	(5,134	)

AMDAQ Corp [Member]

Schedule of Summarized Financial Information, Balance Sheet

The partial spin-off was recorded at the carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows:

ASSETS
Loans receivable from USNG KY	$	41,714
Total assets		41,714
LIABILITIES
Loans payable to Sylios:	$	63,033
Total liabilities		63,033
Net Assets	$	(21,319	)

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Accrued Officer and Director Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Accrued Officer And Director Compensation

Schedule of Accrued Officer and Director Compensation

Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Pursuant to April 1, 2015 Employment Agreement	$	6,964	$	561,835
Pursuant to April 1, 2018 Employment Agreement		337,500		202,500
Pursuant to January 5, 2011 Board of Directors Service Agreement		-		-
Pursuant to January 2, 2018 Board of Directors Service Agreement		57,500		40,000
Total	$	401,964	$	804,335

Schedule of Changes in Accrued Officer and Director Compensation

For the year ended December 31, 2018 and the three and six months ended June 30, 2019, the balance of accrued officer and director compensation changed as follows:

	Pursuant to Employment Agreements			Pursuant to Board of Directors Services Agreements			Total
Balance, December 31, 2017		506,393			70,000			576,393
Officer’s/director’s compensation for year ended December 31, 2018		257,942			80,000			337,942
Issuance of 2,176,617 restricted shares of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018		-			(70,000	)		(70,000	)
Issuance of 995,025 restricted shares of common stock (with a fair value of $40,000) on December 31, 2018		-			(40,000	)		(40,000	)
Balance, December 31, 2018		764,335			40,000			804,335
Officer’s/director’s compensation for three months ended March 31, 2019		67,500			20,000			87,500
Transfer of 4,000,000 shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole officer and director		(544,000	)		-			(544,000	)
Balance March 31, 2019 (unaudited)		287,835			60,000			347,835
Officer’s/director’s compensation for three months ended June 30, 2019		67,500			20,000			87,500
Cash payments to Officer/Director during the three months ended June 30, 2019		(10,871	)		(12,500	)		(23,371	)
Issuance of 116,822 restricted shares of common stock (with a fair value of $10,000) on April 10, 2019		-			(10,000	)		(10,000	)
Balance June 30, 2019 (unaudited)	$	344,464		$	57,500		$	401,964

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Notes Payable, Third Parties (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Notes Payable to Third Parties

Notes payable to third parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Unsecured Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date:
Issue date October 9, 2018, maturity date of October 9, 2019- net of unamortized debt discount of $8,302 and $23,178 at June 30, 2019 and December 31, 2018, respectively		21,698		6,822
Issue date December 31, 2018, maturity date of December 31, 2019- net of unamortized debt discount of $16,636 and $33,000 at June 30, 2019 and December 31, 2018, respectively		16,364		-
Amended and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019- net of amounts converted into Sylios common stock and net of unamortized debt discount of $13,763 and $0 at June 30, 2019 and December 31, 2018, respectively		6,637		-
Issue date February 18, 2019, maturity date of February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018 respectively		4,177		-
Issue date June 5, 2019, maturity date of June 5, 2020- net of unamortized debt discount of $15,370 and $0 at June 30, 2019, December 31, 2018, respectively		1,130		-
Subtotal Armada		50,006		6,822
Unsecured Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”), all in technical default, with interest at 12% payable at maturity with principal (default interest rates ranging from 18% to 22%); convertible into shares of common stock at a variable conversion price equal to 40% of the Market Price (20% for the note due March 7, 2018), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock		3,984		3,984
Issue date February 1, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock		4,742		4,742
Issue date February 13, 2017, maturity date November 30, 2017		10,000		10,000
Issue date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock		10,000		10,000
Issue date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $6,610 and $0 at June 30, 2019 and December 31, 2018, respectively		5,890		-
Subtotal Darling		34,616		28,726
Unsecured Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default, with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50% of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock during the 20 trading day period prior to the Conversion Date.
Issue date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock		5,500		3,086
Issue date April 28, 2014, maturity date April 28, 2015, net of amounts converted into Sylios common stock		521		521
Issue date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock		26,086		26,086

Issue date August 12, 2014, maturity date August 12, 2015		112,500		112,500
Issue date July 3, 2014, maturity date July 3, 2015		50,000		50,000
Issue date June 3, 2015, maturity date June 3, 2016		17,250		17,250
Issue date March 16, 2016, maturity date June 14, 2016		17,500		17,500
Issue date January 27, 2017, maturity date January 27, 2018		55,000		55,000
Subtotal Tangiers		284,357		281,943
Unsecured Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date June 1, 2016, maturity date December 1, 2016		-		4,000
Issue date July 11, 2016, maturity date January 11, 2017		-		4,000
Subtotal Bullfly		-		8,000
Unsecured Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
Issue date February 24, 2016, maturity date August 24, 2016		-		7,500
Subtotal Mountain		-		7,500
Secured Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal, secured by substantially all assets of the Company per UCC filing dated June 30, 2015:
Issue date June 6, 2018 (renewing note dated September 4, 2009)		790,000		790,000
Issue date June 6, 2018 (renewing note dated November 12, 2009)		120,000		120,000
Subtotal SLMI		910,000		910,000
Secured Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable at maturity with principal:
Issue date January 11, 2010, maturity date July 10, 2010		100,000		100,000
Subtotal MTEL		100,000		100,000
Unsecured Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with interest at 3% payable at maturity with principal:
Issue date October 7, 2013, maturity date January 31, 2014		-		10,000
Issue date March 30, 2014, maturity date June 30, 2014		-		15,000
Issue date January 11, 2016, maturity date March 31, 2016		-		22,000
Issue date July 1, 2017, maturity date September 30, 2017		-		40,000
Subtotal Valvasone		-		87,000
Unsecured Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity with principal:
Issue date November 17, 2017, maturity date April 17, 2018		4,000		4,000
Subtotal Atlas		4,000		4,000
Unsecured Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal Jefferson		6,520
Unsecured Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal:
Issue date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June 30, 2019 and December 31, 2018, respectively		4,177		-
Issue date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December 31, 2018, respectively		2,343		-
Subtotal BHP		6,520
Unsecured Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5% payable at maturity with principal:
Issue date August 11, 2017, maturity date November 11, 2017		3,250		6,250
Subtotal Pacific		3,250		6,250
Total	$	1,396,855	$	1,440,242

Schedule of Concentration of Debt Due Lenders

Concentration of Debt Due Lenders:

	SLMI		Tangiers		Other		Total
June 30, 2019
Promissory notes payable, net of discount	$	910,000	$	284,357	$	204,912	$	1,396,855
Accrued interest:
Stated interest		292,934		91,111		79,946		463,991
Additional default interest		-		-		-		-
Total accrued interest		292,934		91,111		79,946		463,991
Total debt (Unaudited)	$	1,202,934	$	375,468	$	284,858	$	1,860,846
December 31, 2018
Promissory notes payable, net of discount	$	910,000	$	281,943	$	248,299	$	1,440,242
Accrued interest:				-
Stated interest		279,284		79,145		80,985		439,414
Additional default interest		-		-		-		-
Total accrued interest		279,284		79,145		80,985		439,414
Total debt	$	1,189,284	$	361,088	$	329,284	$	1,879,656

Schedule of Interest Expense

Interest expense consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Stated interest	$	18,945	$	19,856	$	40,320	$	39,693
Additional default interest		-		28,820		-		64,347
Totals	$	18,945	$	48,676	$	40,320	$	104,040

Schedule of Additional Default Interest Expense

The stated interest and additional default interest expense relates to the following lenders:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
SLMI	$		$		$		$
Stated Interest		6,825		7,140		13,650		13,650
Additional default interest		-		12,267		-		30,667
Total SLMI		6,825		19,407		13,650		44,317
Tangiers:
Stated Interest		5,983		5,920		11,966		11,820
Additional default interest		-		12,656		-		25,689
Total Tangiers		5,983		18,576		11,966		37,509
Other lenders
Stated Interest		6,029		6,796		14,704		14,223
Additional default interest		-		3,897		-		7,991
Total others		6,029		10,693		14,704		22,214
Totals
Stated Interest		18,945		19,856		40,320		39,693
Additional default interest		-		28,820		-		64,347
Total all Lenders	$	18,945	$	48,676	$	40,320	$	104,040

Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable

Income from modification of convertible and non-convertible notes payable consists of:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Waiver of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018 (1)	$	-	$	343,540	$	-	$	343,540
Waiver of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018 (2)		-		-		-		-
Waiver of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December 18, 2018 (2)		-		-		-		-
Total	$	-	$	343,540	$	-	$	343,540

(1) The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations.

(2) As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes.

Schedule of Gain on Settlement of Convertible Notes Payable

Gain on settlement of convertible notes payable consists of:

	Three Months Ended		Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

Schedule of Convertible Note Conversions

Convertible Note Conversions:

During the six months ended June 30, 2019, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes:

	Principal		Interest		Total		Conversion		Shares
Date	Conversion		Conversion		Conversion		Price		Issued		Issued to
2/7/2019	$	—	$	642	$	642	$	0.00108		594,066	Darling
2/20/2019		1,100		—		1,100		0.00205		536,585	Armada
	$	1,100	$	642	$	1,742				1,130,651

Schedule of Loss on Conversions of Notes Payable

Loss on conversions of notes payable consists of:

	Three Months Ended				Six Months
	June 30, 2019		June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Armada convertible notes	$	-	$	-	$	(52,599	)	$	-
Beaufort convertible notes		-		-		-			-
Darling convertible notes		-		-		(59,418	)		-
Tangiers convertible notes		-		-		-			-
Other convertible notes		-		-		-			-
Total	$	-	$	-	$	(111,977	)	$	-

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Notes Payable, Related Parties (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Notes Payable to Related Parties

Notes payable to related parties consist of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019	$	70,000	$	70,000
Unsecured Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 3%, due September 15, 2018		78,000		78,000
Total	$	148,000	$	148,000

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Derivative Liability (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Liability

The derivative liability at June 30, 2019 and December 31, 2018 consisted of:

	June 30, 2019		December 31, 2018
	(Unaudited)
Convertible Promissory Notes payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information	$	346,238	$	1,076,786
Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		221,815		2,248,272
Convertible Promissory Notes payable to Tangiers Investment Group, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		535,277		5,354,400
Convertible Promissory Notes payable to Bullfly Trading Company, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,960
Convertible Promissory Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		1,838
Convertible Promissory Note payable to Jefferson Street Capital, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Convertible Promissory Note payable to BHP Capital NY, Inc. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		35,466		-
Total derivative liability	$	1,174,262	$	8,683,257

Schedule of Derivative Liability Income (Expense)

Derivative liability income (expense) consists of:

	Three Months Ended					Six Months ended
	June 30, 2019			June 30, 2018		June 30, 2019			June 30, 2018
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Beaufort convertible notes	$	-		$	-	$	-		$	(82,945	)
Armada convertible notes		(8,571	)		-		778,598			-
Darling convertible notes		-			-		2,038,957			43,804
Tangiers convertible notes		-			-		4,819,124			(71,717	)
Other convertible notes		(19,932	)		-		(26,033	)		11,920
Total	$	(28,503	)	$	-	$	7,610,646		$	(98,938	)

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Capital Stock (Tables)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Summary of Warrants and Options Activity

A summary of warrants and options activity follows:

	Shares Equivalent
	Options		Warrants		Total
Balance, January 1, 2017		25,000		-		25,000
Granted in year ended December 31, 2017		-		-		-
Balance December 31, 2017		25,000		-		25,000
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement		25,000		-		25,000
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018		-		62,500		62,500
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018		-		82,500		82,500
Balance, December 31, 2018		50,000		145,000		195,000
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019		-		3,000,000		3,000,000
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019		-		26,250		26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019		-		50,000		50,000
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019		-		220,000		220,000
Balance, June 30, 2019		50,000		3,543,750		3,593,750

Schedule of Warrants Exercise Price

The following table summarizes information about warrants outstanding as of June 30, 2019:

Number Outstanding
At June 30, 2019		Exercise Price		Expiration Date
	25,000	$	0.80	April 1, 2020
	25,000	$	0.40	April 1, 2023
	62,500	$	0.40	October 9, 2023
	82,500	$	0.40	December 31, 2023
	3,000,000	$	0.025	January 9, 2024
	78,750	$	0.10	February 20, 2024
	100,000	$	0.10	May 2, 2024
	220,000		0.075	June 5, 2024
	3,593,750

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax

The sources of the difference are as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(Unaudited)			Unaudited)			(Unaudited)			(Unaudited)
Expected tax	$	(39,832	)	$	42,956		$	1,319,585		$	(8,175	)
Non-deductible stock-based compensation		-			-			165,354			-
Non-deductible loss on conversion of notes payable and accrued interest		-			-			23,515			-
Non-deductible loss (nontaxable income) from derivative liability		5,986			-			(1,598,236	)		20,777
Non-deductible amortization of debt discounts		8,056			-			13,275			1,234
Increase (decrease) in Valuation allowance		25,790			(42,956	)		76,507			(13,836	)
Provision for (benefit from) income taxes	$	-		$	-		$	-		$	-

Schedule of Deferred Income Tax

Significant components of the Company’s deferred income tax are as follows:

	June 30, 2019			December 31, 2018
	(Unaudited)
Unpaid accrued officer and director compensation	$	84,412		$	168,910
Net operating loss carry-forwards		2,223,349			2,062,344
Valuation allowance		(2,307,761	)		(2,231,254	)
Net non-current deferred tax asset	$	-		$	-

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Restatement of Previously Issued Financial Statements (Tables)

6 Months Ended

Jun. 30, 2019

Restatement Of Previously Issued Financial Statements

Schedule of Restatement of Financial Statements

The effect of the correction adjustments on the Consolidated Statement of Operations for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Revenue	$	-		$	-		$	-
Operating expenses:
Officer and director compensation, including stock- based compensation of $10,000		75,442			-			75,442
Professional fees		2,694			-			2,694
Other operating expenses		5,165			-			5,165
Total operating expenses		83,301			-			83,301
Loss from Operations		(83,301	)		-			(83,301	)
Other income (expenses):
Derivative liability expense		(1,943,842	)		1,844,904			(98,938	)
Amortization of debt discounts		-			(5,877	)		(5,877	)
Interest expense		(55,364	)		-			(55,364	)
Total other income (expenses)		1,999,206	)		1,839,027			(160,179	)
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Basic and diluted loss per common share	$	(0.76	)	$	0.67		$	(0.09	)
Weighted average common shares outstanding-basic and diluted		2,737,471			-			2,737,471

The effect of the corrections adjustments on the Consolidated Statement of Cash Flows for the three months ended March 31, 2018 follows:

	As Previously Reported			Correction Adjustments			As Corrected
Net loss	$	(2,082,507	)	$	1,839,027		$	(243,480	)
Derivative liability expense		1,943,842			(1,844,904	)		98,938
Amortization of debt discounts		-			5,877			5,877
Depreciation		242			-			242
Accrued interest on notes payable		55,364			-			55,364
Accrued officer and director compensation		75,442			-			75,442
Net cash used from operating activities		(7,618	)		-			(7,618	)
Net cash used from investing activities		(157	)		-			(157	)
Net cash provided from financing activities		7,583			-			7,583
DECREASE IN CASH AND CASH EQUIVALENTS	$	(192	)	$	-		$	(192	)

XML

Organization (Details Narrative) - shares	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 30, 2018	Jun. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Dec. 28, 2018	Dec. 31, 2017	Oct. 02, 2017	Sep. 01, 2017	May 10, 2017	Mar. 10, 2017
Reverse stock split, description	1:4000 reverse stock split	1 share for 4,000 shares
Common stock issued		11,694,595	11,694,595	5,909,113	10,949,884,000	2,737,471
Common stock outstanding		11,694,595	11,694,595	5,909,113	10,949,884,000	2,737,471
Sylios Corp [Member]
Date of incorporation			Mar. 28, 2008
Ownership percentage by shareholders							9.10%
US Natural Gas Corp KY [Member]
Date of incorporation			Feb. 01, 2010
US Natural Gas Corp WV [Member]
Date of incorporation			Aug. 25, 2009
E 3 Petroleum Corp [Member]
Date of incorporation			Feb. 02, 2010
The Greater Cannabis Company, Inc. [Member]
Date of incorporation			Mar. 13, 2014
Ownership percentage by shareholders		1.81%	1.81%	16.87%					80.01%	19.90%
Common stock issued										5,378,476
AMDAQ Corp [Member]
Date of incorporation			Jul. 20, 2009
Ownership percentage by shareholders		13.47%	13.47%	7.69%			41.05%
Common stock issued								32,552,818
Common stock outstanding		15,000,000	15,000,000					32,552,818

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Cash equivalents
Unrecognized tax benefits
Interest and tax penalties
Advertising costs
Series A Preferred Stock [Member]
Anti-dilutive securities excluded from computation of earnings per share	7,800,000	7,800,000
Series D Preferred Stock [Member]
Anti-dilutive securities excluded from computation of earnings per share	31,250,000	1,562,500
Convertible Notes Payable [Member]
Anti-dilutive securities excluded from computation of earnings per share	58,713,064	2,628,416

XML

Property and Equipment (Details Narrative)			3 Months Ended	6 Months Ended
	Nov. 12, 2018 USD ($)	Oct. 06, 2018 USD ($) a	Mar. 31, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Area of land purchased | a		0.92
Debt instument face amount				$ 75,000		$ 75,000
Depreciation expense			$ 242	484	$ 484
President [Member]
Debt instument face amount		$ 75,000
Debt instrument term		1 year
Debt instrument interest rate		3.00%
Debt instrument payment terms		The Company's first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split
Debt instrument, periodic payment		$ 15,000
Repayment of debt	$ 5,000
Depreciation expense				$ 484	$ 484
Commercial Real Estate Purchase And Sale Agreement [Member] | President [Member]
Purchase price of land		40,000
Asset Purchase Agreement [Member] | President [Member]
Purchase price of land		$ 35,000

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Land and storage facility costs development plans (pledged as security for promissory note of $75,000. Please see NOTE - I for further information)	$ 75,000	$ 75,000
Computer Software	20,000	20,000
Furniture, Fixtures and Equipment	10,828	10,828
Total	105,828	105,828
Accumulated depreciation and depletion	(29,498)	(29,014)
Net property and equipment	$ 76,330	$ 76,814

XML

Property and Equipment - Schedule of Property and Equipment (Details) (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Debt instrument face amount	$ 75,000	$ 75,000

XML

Oil and Gas Royalty Interests - Schedule of Oil and Gas Royalty Interests (Details) - USD ($)		Jun. 30, 2019	Dec. 31, 2018
Oil and gas royalty interests
Oil Wells Located In Kentucky [Member]
Oil and gas royalty interests	[1]
Oil Wells Located In Fentress County [Member]
Oil and gas royalty interests	[2]
Oil Wells Located In Cumberland County [Member]
Oil and gas royalty interests	[3]

[1] Pursuant to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of these financial statements, there has been no production from these wells.

[2] Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0.

[3] Represents a 5% royalty interest. From September 2015 to the date of issuance of these financial statements, there has been no production from this well. Effective December 31, 2018, the Company recognized an impairment loss of $2,500 and reduced the carrying cost of this asset from $2,500 to $0.

XML

Oil and Gas Royalty Interests - Schedule of Oil and Gas Royalty Interests (Details) (Parenthetical)		6 Months Ended	12 Months Ended
	May 10, 2018 USD ($) Wells	Jun. 30, 2019 USD ($) Wells	Dec. 31, 2018 USD ($)	Dec. 31, 2017
Number of wells | Wells		13
Oil Wells Located In Kentucky [Member]
Number of wells | Wells	13
Oil Wells Located In Kentucky [Member] | US Natural Gas Corp KY [Member]
Royalty interest, description	Royalty interest resulting from the sale of these wells equal to 30% of the gross proceeds of production from the 13 wells and 10% of the gross proceeds of production from any new drilled wells on the sold leases up to a maximum of $140,000.
Proceeds from sale of leases	$ 140,000
Oil Wells Located In Fentress County [Member]
Royalty interest, description		Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter	Represents a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter
Impairment loss			$ 7,500
Royalty interest percentage		15.00%
Reduction of asset impairment		$ 0	0
Oil Wells Located In Cumberland County [Member]
Impairment loss			$ 2,500
Royalty interest percentage		5.00%	5.00%	15.00%
Reduction of asset impairment		$ 0	$ 0

XML

Oil and Gas Operating Bonds (Details Narrative)	Jun. 30, 2019 USD ($) Wells
Oil And Gas Operating Bonds
Cash bonds to be reclaimed | $	$ 24,500
Number of wells sold | Wells	13

XML

Investments in and Advances to Spun-Off Former Subsidiaries (Details Narrative)										3 Months Ended			6 Months Ended		8 Months Ended
	Apr. 17, 2019 shares	Jan. 09, 2019 USD ($) shares	Jan. 07, 2019 shares	Oct. 16, 2017 CompliantTokens shares	Oct. 02, 2017 USD ($) shares	Sep. 15, 2017 shares	Sep. 01, 2017 shares	Mar. 10, 2017 USD ($) shares	Feb. 03, 2017 shares	Jun. 30, 2019 USD ($) shares	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2019 USD ($) shares	Jun. 30, 2018 USD ($)	Sep. 01, 2017 USD ($) shares	Dec. 31, 2018 USD ($) shares	Dec. 28, 2018 shares	Dec. 31, 2017 shares	May 10, 2017
Common stock, shares issued										11,694,595			11,694,595			5,909,113	10,949,884,000	2,737,471
Common stock, shares outstanding										11,694,595			11,694,595			5,909,113	10,949,884,000	2,737,471
Operating expenses | $										$ 105,709	$ 90,334	$ 83,301	$ 1,121,182	$ 173,635
AMDAQ, Ltd [Member]
Operating expenses | $															$ 12,327
Stockholders [Member]
Number of stock issued during period						14,595,976			21,527,493
Ownership percentage						44.80%			80.10%
Shares issued description						On the basis of one share of AMDAQ common stock for each 750 shares of the Company's common stock held			On the basis of one share of GCAN common stock for each 500 shares of the Company's common stock held
Wayne Anderson [Member]
Number of stock issued during period	116,822
The Greater Cannabis Company, Inc. [Member]
Number of stock issued during period								26,905,969
Common stock, shares issued								5,378,476
Ownership percentage								19.90%		1.81%			1.81%			16.87%			80.01%
Net Assets | $								$ 113,922
Investments | $								$ 0
Common stock held by the Company										628,476			628,476			5,378,476
The Greater Cannabis Company, Inc. [Member] | Wayne Anderson [Member]
Number of stock issued during period		4,000,000
Issuance of common stock, value | $		$ 840,000
Amount of liabilities extinguished | $		$ 544,000
The Greater Cannabis Company, Inc. [Member] | Valvasone Trust [Member]
Number of stock issued during period		750,000
Issuance of common stock, value | $		$ 157,500
Amount of liabilities extinguished | $		$ 116,100
AMDAQ Corp [Member]
Number of stock issued during period			15,000,000		17,552,626
Common stock, shares issued							32,552,818								32,552,818
Ownership percentage					41.05%					13.47%			13.47%			7.69%
Net Assets | $					$ 21,319
Investments | $					$ 0
Common stock held by the Company										2,956,650			2,956,650			2,956,650
Common stock, shares outstanding							32,552,818			15,000,000			15,000,000		32,552,818
Number of compliant tokens acquired | CompliantTokens				1,000,000
Stock issued during period, new issues for acquiring compliant tokens				3,000,000
Number of shares returned			7,500,000										1,500,000
AMDAQ Corp [Member] | AMDAQ, Ltd [Member]
Ownership percentage							46.00%								46.00%
Shares issued in acquisition							15,000,000
Number of shares returned													7,500,000
Sylios Corp [Member]
Number of stock issued during period					2,956,650
Ownership percentage					9.10%

XML

Investments in and Advances to Spun-Off Former Subsidiaries - Schedule of Summarized Financial Information, Balance Sheet (Details) - USD ($)	Oct. 02, 2017	Mar. 10, 2017
The Greater Cannabis Company, Inc. [Member]
ASSETS
Notes/Loans payable to Sylios		104,557
Accrued interest on notes payable to Sylios		7,604
Due to Chief Executive Officer of Sylios		1,477
Due to two subsidiaries of Sylios		284
Total liabilities		113,922
Net Assets		$ (113,922)
AMDAQ Corp [Member]
Loans receivable from USNG KY	$ 41,714
ASSETS	41,714
Notes/Loans payable to Sylios	63,033
Total liabilities	63,033
Net Assets	$ (21,319)

XML

Investments in and Advances to Spun-Off Former Subsidiaries - Schedule of Summarized Financial Information, Income Statement (Details) - The Greater Cannabis Company, Inc. [Member]	12 Months Ended
	Dec. 31, 2017 USD ($)
Revenues
Selling, general and administrative	4,557
Interest	577
Total expenses	5,134
Net loss	$ (5,134)

XML

Accrued Officer and Director Compensation - Schedule of Accrued Officer and Director Compensation (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accrued officer and director compensation	$ 401,964	$ 347,835	$ 804,335	$ 576,393
April 1, 2015 Employment Agreement [Member]
Accrued officer and director compensation	6,964		561,835
April 1, 2018 Employment Agreement [Member]
Accrued officer and director compensation	337,500		202,500
January 5, 2011 Board of Directors Service Agreement [Member]
Accrued officer and director compensation
January 2, 2018 Board of Directors Service Agreement [Member]
Accrued officer and director compensation	$ 57,500		$ 40,000

XML

Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Balance, beginning	$ 347,835	$ 804,335		$ 576,393	$ 804,335	$ 576,393	$ 576,393
Officer's/director's compensation	87,500	87,500	$ 87,500	75,442	471,000	162,942	337,942
Issuance of restricted shares of common stock	(10,000)						(70,000)
Issuance of restricted shares of common stock	(10,000)						(40,000)
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director		(544,000)
Cash payments to Officer/Director	(23,371)
Balance, ending	401,964	347,835			401,964		804,335
Employment Agreement [Member]
Balance, beginning	287,835	764,335		506,393	764,335	506,393	506,393
Officer's/director's compensation	67,500	67,500					257,942
Issuance of restricted shares of common stock
Issuance of restricted shares of common stock
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director		(544,000)
Cash payments to Officer/Director	(10,871)
Balance, ending	344,464	287,835			344,464		764,335
Board of Directors Service Agreement [Member]
Balance, beginning	60,000	40,000		$ 70,000	40,000	$ 70,000	70,000
Officer's/director's compensation	20,000	20,000					80,000
Issuance of restricted shares of common stock	(10,000)						(70,000)
Issuance of restricted shares of common stock							(40,000)
Transfer of shares of The Greater Cannabis Company, Inc. ("GCAN") common stock from the Company to the Company's sole officer and director
Cash payments to Officer/Director	(12,500)
Balance, ending	$ 57,500	$ 60,000			$ 57,500		$ 40,000

XML

Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) (Parenthetical) - USD ($)		6 Months Ended	12 Months Ended
	Apr. 10, 2019	Jun. 30, 2019	Dec. 31, 2018
The Greater Cannabis Company, Inc. [Member] | Officer and Director [Member]
Transfer common stock		4,000,000
Restricted Stock [Member]
Issuance of restricted shares, shares	116,822		2,176,617
Issuance of restricted shares	$ 10,000		$ 87,500
Reduction of liability			$ 70,000
Restricted Stock One [Member]
Issuance of restricted shares, shares			995,025
Issuance of restricted shares			$ 40,000

XML

Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Notes payable, third parties	$ 1,396,855	$ 1,440,242
Armada [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	50,006	6,822
Darling [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	34,616	28,726
Tangiers [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	284,357	281,943
Bullfly [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties		8,000
Mountain [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties		7,500
SLMI [Member] | Secured Renewal Note [Member]
Notes payable, third parties	910,000	910,000
MTEL [Member] | Secured Note [Member]
Notes payable, third parties	100,000	100,000
Valvasone [Member] | Unsecured Secured Notes [Member]
Notes payable, third parties		87,000
Atlas [Member] | Unsecured Secured Notes [Member]
Notes payable, third parties	4,000	4,000
Jefferson [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	6,520
BHP [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	6,520
Pacific [Member] | Unsecured Convertible Promissory Note [Member]
Notes payable, third parties	3,250	6,250
October 9, 2018 [Member] | Armada [Member]
Notes payable, third parties	21,698	6,822
December 31, 2018 [Member] | Armada [Member]
Notes payable, third parties	16,364
February 12, 2019 [Member] | Armada [Member]
Notes payable, third parties	6,637
February 18, 2019 [Member] | Armada [Member]
Notes payable, third parties	4,177
February 18, 2019 [Member] | Jefferson [Member]
Notes payable, third parties	4,177
February 18, 2019 [Member] | BHP [Member]
Notes payable, third parties	4,177
June 5, 2019 [Member] | Armada [Member]
Notes payable, third parties	1,130
January 28, 2017 [Member] | Darling [Member]
Notes payable, third parties	3,984	3,984
February 1, 2017 [Member] | Darling [Member]
Notes payable, third parties	4,742	4,742
February 13, 2017 [Member] | Darling [Member]
Notes payable, third parties	10,000	10,000
March 7, 2017 [Member] | Darling [Member]
Notes payable, third parties	10,000	10,000
January 9, 2019 [Member] | Darling [Member]
Notes payable, third parties	5,890
April 2, 2014 [Member] | Tangiers [Member]
Notes payable, third parties	5,500	3,086
April 28, 2014 [Member] | Tangiers [Member]
Notes payable, third parties	521	521
June 2, 2014 [Member] | Tangiers [Member]
Notes payable, third parties	26,086	26,086
August 12, 2014 [Member] | Tangiers [Member]
Notes payable, third parties	112,500	112,500
July 3, 2014 [Member] | Tangiers [Member]
Notes payable, third parties	50,000	50,000
June 3, 2015 [Member] | Tangiers [Member]
Notes payable, third parties	17,250	17,250
March 16, 2016 [Member] | Tangiers [Member]
Notes payable, third parties	17,500	17,500
January 27, 2017 [Member] | Tangiers [Member]
Notes payable, third parties	55,000	55,000
June 1, 2016 [Member] | Bullfly [Member]
Notes payable, third parties		4,000
July 11, 2016 [Member] | Bullfly [Member]
Notes payable, third parties		4,000
February 24, 2016 [Member] | Mountain [Member]
Notes payable, third parties		7,500
September 4, 2009 [Member] | SLMI [Member]
Notes payable, third parties	790,000	790,000
November 12, 2009 [Member] | SLMI [Member]
Notes payable, third parties	120,000	120,000
January 11, 2010 [Member] | MTEL [Member]
Notes payable, third parties	100,000	100,000
October 7, 2013 [Member] | Valvasone [Member]
Notes payable, third parties		10,000
March 30, 2014 [Member] | Valvasone [Member]
Notes payable, third parties		15,000
January 11, 2016 [Member] | Valvasone [Member]
Notes payable, third parties		22,000
July 1, 2017 [Member] | Valvasone [Member]
Notes payable, third parties		40,000
November 17, 2017 [Member] | Atlas [Member]
Notes payable, third parties	4,000	4,000
May 2, 2019 [Member] | Jefferson [Member]
Notes payable, third parties	2,343
May 2, 2019 [Member] | BHP [Member]
Notes payable, third parties	2,343
August 11, 2017 [Member] | Pacific [Member]
Notes payable, third parties	$ 3,250	$ 6,250

XML

Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Armada [Member]
Issuance date	Feb. 20, 2019
Armada [Member] | October 9, 2018 [Member]
Issuance date	Oct. 09, 2018	Oct. 09, 2018
Maturity date	Oct. 09, 2019	Oct. 09, 2019
Unamortized debt discount	$ 8,302	$ 23,178
Armada [Member] | December 31, 2018 [Member]
Issuance date	Dec. 31, 2018	Dec. 31, 2018
Maturity date	Dec. 31, 2019	Dec. 31, 2019
Unamortized debt discount	$ 16,636	$ 33,000
Armada [Member] | February 12, 2019 [Member]
Issuance date	Feb. 12, 2019	Feb. 12, 2019
Maturity date	Feb. 12, 2019	Feb. 12, 2019
Unamortized debt discount	$ 13,763	$ 0
Armada [Member] | February 18, 2019 [Member]
Issuance date	Feb. 18, 2019	Feb. 18, 2019
Maturity date	Feb. 18, 2020	Feb. 18, 2020
Unamortized debt discount	$ 7,373	$ 0
Armada [Member] | June 5, 2019 [Member]
Issuance date	Jun. 05, 2019	Jun. 05, 2019
Maturity date	Jun. 05, 2020	Jun. 05, 2020
Unamortized debt discount	$ 15,370	$ 0
Darling [Member]
Issuance date	Feb. 07, 2019
Darling [Member] | January 28, 2017 [Member]
Issuance date	Jan. 28, 2017	Jan. 28, 2017
Maturity date	Sep. 28, 2017	Sep. 28, 2017
Darling [Member] | February 1, 2017 [Member]
Issuance date	Feb. 01, 2017	Feb. 01, 2017
Maturity date	Nov. 30, 2017	Nov. 30, 2017
Darling [Member] | February 13, 2017 [Member]
Issuance date	Feb. 13, 2017	Feb. 13, 2017
Maturity date	Nov. 30, 2017	Nov. 30, 2017
Darling [Member] | March 7, 2017 [Member]
Issuance date	Mar. 07, 2017	Mar. 07, 2017
Maturity date	Mar. 07, 2018	Mar. 07, 2018
Darling [Member] | January 9, 2019 [Member]
Issuance date	Jan. 09, 2019	Jan. 09, 2019
Maturity date	Jan. 09, 2020	Jan. 09, 2020
Unamortized debt discount	$ 6,610	$ 0
Tangiers [Member] | April 2, 2014 [Member]
Issuance date	Apr. 02, 2014	Apr. 02, 2014
Maturity date	Apr. 02, 2015	Apr. 02, 2015
Tangiers [Member] | April 28, 2014 [Member]
Issuance date	Apr. 28, 2014	Apr. 28, 2014
Maturity date	Apr. 28, 2015	Apr. 28, 2015
Tangiers [Member] | June 2, 2014 [Member]
Issuance date	Jun. 02, 2014	Jun. 02, 2014
Maturity date	Jun. 02, 2015	Jun. 02, 2015
Tangiers [Member] | August 12, 2014 [Member]
Issuance date	Aug. 12, 2014	Aug. 12, 2014
Maturity date	Aug. 12, 2015	Aug. 12, 2015
Tangiers [Member] | July 3, 2014 [Member]
Issuance date	Jul. 03, 2014	Jul. 03, 2014
Maturity date	Jul. 03, 2015	Jul. 03, 2015
Tangiers [Member] | June 3, 2015 [Member]
Issuance date	Jun. 03, 2015	Jun. 03, 2015
Maturity date	Jun. 03, 2016	Jun. 03, 2016
Tangiers [Member] | March 16, 2016 [Member]
Issuance date	Mar. 16, 2016	Mar. 16, 2016
Maturity date	Jun. 14, 2016	Jun. 14, 2016
Tangiers [Member] | January 27, 2017 [Member]
Issuance date	Jan. 27, 2017	Jan. 27, 2017
Maturity date	Jan. 27, 2018	Jan. 27, 2018
Bullfly [Member] | June 1, 2016 [Member]
Issuance date	Jun. 01, 2016	Jun. 01, 2016
Maturity date	Dec. 01, 2016	Dec. 01, 2016
Bullfly [Member] | July 11, 2016 [Member]
Issuance date	Jul. 11, 2016	Jul. 11, 2016
Maturity date	Jan. 11, 2017	Jan. 11, 2017
Mountain [Member] | February 24, 2016 [Member]
Issuance date	Feb. 24, 2016	Feb. 24, 2016
Maturity date	Aug. 24, 2016	Aug. 24, 2016
SLMI [Member] | September 4, 2009 [Member]
Issuance date	Jun. 06, 2018	Jun. 06, 2018
Note renewing date	Sep. 04, 2009	Sep. 04, 2009
SLMI [Member] | November 12, 2009 [Member]
Issuance date	Jun. 06, 2018	Jun. 06, 2018
Note renewing date	Nov. 12, 2009	Nov. 12, 2009
MTEL [Member] | January 11, 2010 [Member]
Issuance date	Jan. 11, 2010	Jan. 11, 2010
Maturity date	Jul. 10, 2010	Jul. 10, 2010
Valvasone [Member] | October 7, 2013 [Member]
Issuance date	Oct. 07, 2013	Oct. 07, 2013
Maturity date	Jan. 31, 2014	Jan. 31, 2014
Valvasone [Member] | March 30, 2014 [Member]
Issuance date	Mar. 30, 2014	Mar. 30, 2014
Maturity date	Jun. 30, 2014	Jun. 30, 2014
Valvasone [Member] | January 11, 2016 [Member]
Issuance date	Jan. 11, 2016	Jan. 11, 2016
Maturity date	Mar. 31, 2016	Mar. 31, 2016
Valvasone [Member] | July 1, 2017 [Member]
Issuance date	Jul. 01, 2017	Jul. 01, 2017
Maturity date	Sep. 30, 2017	Sep. 30, 2017
Atlas [Member] | November 17, 2017 [Member]
Issuance date	Nov. 17, 2017	Nov. 17, 2017
Maturity date	Apr. 17, 2018	Apr. 17, 2018
Jefferson [Member] | February 18, 2019 [Member]
Issuance date	Feb. 18, 2019	Feb. 18, 2019
Maturity date	Feb. 18, 2020	Feb. 18, 2020
Unamortized debt discount	$ 7,373	$ 0
Jefferson [Member] | May 2, 2019 [Member]
Issuance date	May 02, 2019	May 02, 2019
Maturity date	Feb. 03, 2020	Feb. 03, 2020
Unamortized debt discount	$ 8,657	$ 0
BHP [Member] | February 18, 2019 [Member]
Issuance date	Feb. 18, 2019	Feb. 18, 2019
Maturity date	Feb. 18, 2020	Feb. 18, 2020
Unamortized debt discount	$ 7,373	$ 0
BHP [Member] | May 2, 2019 [Member]
Issuance date	May 02, 2019	May 02, 2019
Maturity date	Feb. 03, 2020	Feb. 03, 2020
Unamortized debt discount	$ 8,657	$ 0
Pacific [Member] | August 11, 2017 [Member]
Issuance date	Aug. 11, 2017	Aug. 11, 2017
Maturity date	Nov. 11, 2017	Nov. 11, 2017
Unsecured Convertible Promissory Note [Member] | Armada [Member]
Interest rate	8.00%
Conversion price percentage	50.00%
Unsecured Convertible Promissory Note [Member] | Armada [Member] | Minimum [Member]
Debt default interest	18.00%
Unsecured Convertible Promissory Note [Member] | Armada [Member] | Maximum [Member]
Debt default interest	24.00%
Unsecured Convertible Promissory Note [Member] | Darling [Member]
Interest rate	12.00%
Conversion price percentage	40.00%
Unsecured Convertible Promissory Note [Member] | Darling [Member] | March 7, 2018 [Member]
Conversion price percentage	20.00%
Maturity date	Mar. 07, 2018
Unsecured Convertible Promissory Note [Member] | Darling [Member] | Minimum [Member]
Debt default interest	18.00%
Unsecured Convertible Promissory Note [Member] | Darling [Member] | Maximum [Member]
Debt default interest	22.00%
Unsecured Convertible Promissory Note [Member] | Tangiers [Member]
Conversion price percentage	50.00%
Unsecured Convertible Promissory Note [Member] | Tangiers [Member] | April 25, 2014 [Member]
Conversion price percentage	40.00%
Maturity date	Apr. 25, 2014
Unsecured Convertible Promissory Note [Member] | Tangiers [Member] | Minimum [Member]
Interest rate	0.00%
Debt default interest	0.00%
Unsecured Convertible Promissory Note [Member] | Tangiers [Member] | Maximum [Member]
Interest rate	15.00%
Debt default interest	20.00%
Unsecured Convertible Promissory Note [Member] | Bullfly [Member]
Interest rate	15.00%
Conversion price percentage	50.00%
Unsecured Convertible Promissory Note [Member] | Mountain [Member]
Interest rate	15.00%
Conversion price percentage	50.00%
Unsecured Convertible Promissory Note [Member] | Jefferson [Member]
Interest rate	8.00%
Unsecured Convertible Promissory Note [Member] | BHP [Member]
Interest rate	8.00%
Unsecured Convertible Promissory Note [Member] | Pacific [Member]
Interest rate	5.00%
Secured Renewal Note [Member] | SLMI [Member]
Interest rate	3.00%
Secured Note [Member] | MTEL [Member]
Interest payable	$ 50,000
Unsecured Secured Notes [Member] | Valvasone [Member]
Interest rate	3.00%
Unsecured Secured Notes [Member] | Atlas [Member]
Interest rate	20.00%

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Notes Payable, Third Parties - Schedule of Concentration of Debt Due Lenders (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Promissory notes payable, net of discount	$ 1,396,855	$ 1,440,242
Stated interest	463,991	439,414
Additional default interest
Total accrued interest	463,991	439,414
Total debt	1,860,846	1,879,656
SLMI [Member]
Promissory notes payable, net of discount	910,000	910,000
Stated interest	292,934	279,284
Additional default interest
Total accrued interest	292,934	279,284
Total debt	1,202,934	1,189,284
Tangiers [Member]
Promissory notes payable, net of discount	284,357	281,943
Stated interest	91,111	79,145
Additional default interest
Total accrued interest	91,111	79,145
Total debt	373,054	361,088
Other [Member]
Promissory notes payable, net of discount	204,912	248,299
Stated interest	79,946	80,985
Additional default interest
Total accrued interest	79,946	80,985
Total debt	$ 284,858	$ 329,284

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Notes Payable, Third Parties - Schedule of Interest Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Debt Disclosure [Abstract]
Stated interest	$ 18,945	$ 19,856	$ 40,320	$ 39,693
Additional default interest		28,820		64,347
Totals	$ 18,945	$ 48,676	$ 40,320	$ 104,040

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Notes Payable, Third Parties - Schedule of Additional Default Interest Expense (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Stated interest	$ 18,945	$ 19,856		$ 40,320	$ 39,693
Additional default interest		28,820			64,347
Total all Lenders	18,945	48,656	$ 55,364	40,320	104,020
SLMI [Member]
Stated interest	6,825	7,140		13,650	13,650
Additional default interest		12,267			30,667
Total all Lenders	6,825	19,407		13,650	44,317
Tangiers [Member]
Stated interest	5,983	5,920		11,966	11,820
Additional default interest		12,656			25,689
Total all Lenders	5,983	18,576		11,966	37,509
Other Lenders [Member]
Stated interest	6,029	6,796		14,704	14,223
Additional default interest		3,897			7,991
Total all Lenders	$ 6,029	$ 10,693		$ 14,704	$ 22,214

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Notes Payable, Third Parties - Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable (Details) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income from modification of convertible and non-convertible notes payable			$ 343,540		$ 343,540
SLMI Energy Holdings, LLC [Member]
Income from modification of convertible and non-convertible notes payable	[1]		343,540		343,540
Darling Capital, LLC [Member]
Income from modification of convertible and non-convertible notes payable	[2]
Tangiers Investment Group, LLC [Member]
Income from modification of convertible and non-convertible notes payable	[2]

[1] The debt modifications with SLMI Energy Holdings, LLC ("SLMI") provide that in the event that the Company does not make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12, 2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly, the Company is not in default of these obligations.

[2] As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest of these significantly past-due convertible promissory notes.

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Notes Payable, Third Parties - Schedule of Income from Modification of Convertible and Non-Convertible Notes Payable (Details) (Parenthetical) - SLMI Energy Holdings, LLC [Member]	12 Months Ended
	Dec. 31, 2018 USD ($)
Debt default interest	18.00%
Interest rate	3.00%
Additional default interest accruable	$ 1,200,000

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Notes Payable, Third Parties - Schedule of Gain on Settlement of Convertible Notes Payable (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Total
Beaufort Capital Partners, LLC [Member]
Total

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Notes Payable, Third Parties - Schedule of Gain on Settlement of Convertible Notes Payable (Details) (Parenthetical) - Beaufort Capital Partners, LLC [Member] - USD ($)		6 Months Ended
	Oct. 05, 2018	Jun. 30, 2019
Repayment of debt	$ 15,000
Final settlement of debt		$ 130,298
Final settlement of accrued interest		$ 83,100

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Notes Payable, Third Parties - Schedule of Convertible Note Conversions (Details)	6 Months Ended
	Jun. 30, 2019 USD ($) $ / shares shares
Principal Conversion	$ 1,100
Interest Conversion	642
Total Conversion	$ 1,742
Shares Issued | shares	1,130,651
Darling [Member]
Issuance date	Feb. 07, 2019
Principal Conversion
Interest Conversion	642
Total Conversion	$ 642
Conversion Price | $ / shares	$ 0.00108
Shares Issued | shares	594,066
Armada [Member]
Issuance date	Feb. 20, 2019
Principal Conversion	$ 1,100
Interest Conversion
Total Conversion	$ 1,100
Conversion Price | $ / shares	$ 0.00205
Shares Issued | shares	536,585

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Notes Payable, Third Parties - Schedule of Loss on Conversions of Notes Payable (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Loss on conversions of notes payable			$ (111,977)
Armada Convertible Notes [Member]
Loss on conversions of notes payable			(52,599)
Beaufort Convertible Notes [Member]
Loss on conversions of notes payable
Darling Convertible Notes [Member]
Loss on conversions of notes payable			(59,418)
Tangiers Convertible Notes [Member]
Loss on conversions of notes payable
Other Convertible Notes [Member]
Loss on conversions of notes payable
Convertible Notes [Member]
Loss on conversions of notes payable			$ (111,977)

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Notes Payable, Related Parties (Details Narrative) - Secured Promissory Note [Member] - Wayne Anderson [Member] - USD ($)	Nov. 12, 2018	Oct. 06, 2018
Notes payable to related party		$ 75,000
Debt payments	$ 5,000	$ 15,000
Debt description		The Note provides for the Company to make a first payment of $15,000 within 90 days of an effective reverse stock split.

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Notes Payable, Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Notes payable to related parties, current	$ 148,000	$ 148,000
Secured Promissory Note [Member]
Notes payable to related parties, current	70,000	70,000
Unsecured Promissory Note [Member]
Notes payable to related parties, current	$ 78,000	$ 78,000

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Notes Payable, Related Parties - Schedule of Notes Payable to Related Parties (Details) (Parenthetical)	Oct. 06, 2019	Sep. 15, 2018
Secured Promissory Note [Member] | Wayne Anderson [Member]
Debt interest percentage	3.00%
Unsecured Promissory Note [Member]
Debt interest percentage		3.00%

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Derivative Liability (Details Narrative) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Stock price	$ 0.02	$ 0.0402
Measurement Input, Expected Volatility [Member]
Fair value of measurement percentage	1225.00%	1080.00%
Minimum [Member]
Conversion price	$ 0.00205	$ 0.0008
Minimum [Member] | Measurement Input, Expected Term [Member]
Fair value of measurement ranging term	6 months	6 months
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value of measurement percentage	1.93%	2.56%
Maximum [Member]
Conversion price	$ 0.01	$ 0.164
Maximum [Member] | Measurement Input, Expected Term [Member]
Fair value of measurement ranging term	324 days	1 year
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair value of measurement percentage	2.06%	2.63%

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Derivative Liability - Schedule of Derivative Liability (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Total derivative liability	$ 1,174,262	$ 8,683,257
Armada Investment Fund, LLC [Member]
Total derivative liability	346,238	1,076,786
Darling Capital, LLC [Member]
Total derivative liability	221,815	2,248,272
Tangiers Investment Group, LLC [Member]
Total derivative liability	535,277	5,354,400
Bullfly Trading Company, Inc. [Member]
Total derivative liability		1,960
Mountain Properties, Inc. [Member]
Total derivative liability		1,838
Jefferson Street Capital, LLC [Member]
Total derivative liability	35,466
BHP Capital NY Inc [Member]
Total derivative liability	$ 35,466

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Derivative Liability - Schedule of Derivative Liability Income (Expense) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative liability income (expense)	$ (28,503)		$ 7,610,646	$ (98,938)
Beaufort Convertible Notes [Member]
Derivative liability income (expense)				(82,945)
Armada Convertible Notes [Member]
Derivative liability income (expense)	(8,571)		778,598
Darling Convertible Notes [Member]
Derivative liability income (expense)			2,038,957	43,804
Tangiers Convertible Notes [Member]
Derivative liability income (expense)			4,819,124	(71,717)
Other Convertible Notes [Member]
Derivative liability income (expense)	$ (19,932)		$ (26,033)	$ 11,920

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Asset Retirement Obligations (Details Narrative) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Asset Retirement Obligation Disclosure [Abstract]
Asset retirement obligations	$ 64,500	$ 64,500

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Capital Stock (Details Narrative) - USD ($)											1 Months Ended				3 Months Ended					6 Months Ended		12 Months Ended
	Apr. 17, 2019	Feb. 20, 2019	Feb. 14, 2019	Feb. 07, 2019	Jan. 07, 2019	Jan. 04, 2019	Dec. 31, 2017	Oct. 02, 2017	Jul. 01, 2017	Sep. 02, 2009	Dec. 31, 2018	Apr. 30, 2018	Feb. 28, 2017	Jan. 31, 2017	Jun. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2017	Dec. 28, 2018	Nov. 14, 2017	Sep. 01, 2017	Apr. 14, 2011
Preferred stock, par value											$ 0.001				$ 0.001	$ 0.001				$ 0.001
Preferred stock, shares authorized											5,000,000				5,000,000	5,000,000				5,000,000
Reverse stock split												1:4000 reverse stock split			1 share for 4,000 shares
Number of shares issued for conversion of debt																				1,130,651
Accrued interest											$ 439,414				$ 463,991	$ 463,991				$ 463,991
Number of shares issued for conversion of debt, value																				1,742
Professional fees																$ 3,500			$ 2,694	564,900	$ 2,694
Proceeds from notes payable																				$ 80,150	$ 20,000
Common stock, par value											$ 0.001				$ 0.001	$ 0.001				$ 0.001
Common stock, shares authorized											750,000,000				750,000,000	750,000,000				750,000,000
Common stock, shares issued							2,737,471				5,909,113				11,694,595	11,694,595				11,694,595		2,737,471	10,949,884,000
Common stock, shares outstanding							2,737,471				5,909,113				11,694,595	11,694,595				11,694,595		2,737,471	10,949,884,000
Warrants and options to purchase up common stock															3,593,750	3,593,750				3,593,750
Common Stock [Member]
Number of stock issued for services																	4,500,000
AMDAQ Corp [Member]
Number of stock issued during period					15,000,000			17,552,626
Number of shares retired					7,500,000															1,500,000
Common stock, shares issued																									32,552,818
Common stock, shares outstanding															15,000,000	15,000,000				15,000,000					32,552,818
AMDAQ Corp [Member] | AMDAQ Tokens [Member]
Number of stock issued during period					3,000,000
Number of shares retired					1,500,000
Valvasone Trust [Member]
Number of shares issued for conversion of debt														75,000
Number of shares issued for conversion of debt, value														$ 60,000
Professional fees														45,000								$ 85,000
Notes payable														15,000
Proceeds from notes payable									$ 40,000
Valvasone Trust [Member] | Common Stock [Member]
Number of stock issued for services			3,000,000
Professional fees																				$ 300,000
Valvasone Trust [Member] | Common Stock One [Member]
Number of stock issued for services			1,500,000
Professional fees																				150,000
Consultant [Member]
Number of stock issued during period						37,500
Number of common stock issued, value						$ 14,959
Accounts payable						$ 15,000
Convertible Noteholder [Member]
Number of shares issued for conversion of debt				594,066
Accrued interest				$ 642
Number of shares issued for conversion of debt, value																				60,060
Loss on conversion of debt																				59,418
Convertible Noteholder [Member]
Number of shares issued for conversion of debt		536,585
Number of shares issued for conversion of debt, value																				53,659
Loss on conversion of debt																				52,559
Notes payable		$ 1,100
Wayne Anderson [Member]
Number of stock issued during period	116,822
Officer and director compensation expense	$ 10,000													$ 10,500
Number of stock issued for compensation														21,875
Number of stock issued for compensation, value														$ 17,500
Accrued compensation														$ 7,000
Wayne Anderson [Member] | Common Stock [Member]
Number of stock issued for compensation											995,025
Number of stock issued for compensation, value											$ 40,000
Accrued compensation											$ 40,000
Wayne Anderson [Member] | Common Stock One [Member]
Number of stock issued for compensation											2,176,617
Number of stock issued for compensation, value											$ 70,000
Accrued compensation											$ 70,000
Convertible Noteholder [Member]
Number of common stock issued, value																				$ 113,917
Number of shares issued for conversion of debt													70,813
Accrued interest													$ 1,207
Number of shares issued for conversion of debt, value													28,325
Loss on conversion of debt													22,660
Notes payable													4,458
Liability reduction amount													$ 5,665
Convertible Noteholder [Member] | Common Stock One [Member]
Number of shares issued for conversion of debt														41,667
Number of shares issued for conversion of debt, value														$ 16,667
Loss on conversion of debt														6,667
Notes payable														$ 10,000
Convertible Noteholder [Member] | Common Stock Two [Member]
Number of shares issued for conversion of debt														173,937
Accrued interest														$ 11,618
Number of shares issued for conversion of debt, value														139,150
Loss on conversion of debt														125,118
Notes payable														2,414
Liability reduction amount														$ 14,032
Convertible Noteholder [Member] | Common Stock Three [Member]
Number of shares issued for conversion of debt														113,220
Number of shares issued for conversion of debt, value														$ 45,288
Loss on conversion of debt														36,230
Notes payable														9,058
Liability reduction amount														$ 9,058
Convertible Noteholder [Member] | Common Stock Four [Member]
Number of shares issued for conversion of debt														52,188
Number of shares issued for conversion of debt, value														$ 41,750
Loss on conversion of debt														29,225
Notes payable														12,525
Liability reduction amount														$ 12,525
Convertible Noteholder [Member] | Common Stock Five [Member]
Number of shares issued for conversion of debt														114,583
Number of shares issued for conversion of debt, value														$ 91,667
Loss on conversion of debt														64,167
Notes payable														27,500
Liability reduction amount														$ 27,500
Convertible Noteholder [Member] | Common Stock Six [Member]
Number of shares issued for conversion of debt														140,438
Accrued interest														$ 1,235
Number of shares issued for conversion of debt, value														112,350
Loss on conversion of debt														101,115
Notes payable														10,000
Liability reduction amount														$ 11,235
Series A Preferred Stock [Member]
Conversion description										The holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock
Preferred stock, par value										$ 0.001
Preferred stock, shares authorized										3,000,000
Preferred stock, shares issued											1,000,000				1,000,000	1,000,000				1,000,000
Preferred stock, shares outstanding											1,000,000				1,000,000	1,000,000				1,000,000
Series B Preferred Stock [Member]
Preferred stock, par value										$ 0.001
Preferred stock, shares authorized										300,000
Preferred stock, shares issued											0				0	0				0
Preferred stock, shares outstanding											0				0	0				0
Series C Preferred Stock [Member]
Preferred stock, par value																										$ 0.001
Preferred stock, shares authorized																										1,000,000
Preferred stock, shares issued											0				0	0				0
Preferred stock, shares outstanding											0				0	0				0
Series D Preferred Stock [Member]
Preferred stock, par value																								$ 0.001
Preferred stock, shares authorized																								500,000
Preferred stock, shares issued											100				100	100				100
Preferred stock, shares outstanding											100				100	100				100
Series D Preferred Stock [Member] | Wayne Anderson [Member]
Number of stock issued for compensation							100
Accrued compensation							$ 500,000															$ 500,000

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Capital Stock - Summary of Warrants and Options Activity (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Warrants and options, Beginning balance	195,000	25,000	25,000
Granted
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement		25,000
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018		62,500
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018		82,500
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019	3,000,000
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019	50,000
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019	50,000
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019	220,000
Warrants and options, Ending balance	3,593,750	195,000	25,000
Options [Member]
Warrants and options, Beginning balance	50,000	25,000	25,000
Granted
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement		25,000
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019
Warrants and options, Ending balance	50,000	50,000	25,000
Warrants [Member]
Warrants and options, Beginning balance	145,000
Granted
Options (exercisable at $0.40 per share) granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018		62,500
Warrants (exercisable at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31, 2018		82,500
Warrants (exercisable at $0.025 per share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019	3,000,000
Warrants (exercisable at $.10 per share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019	26,250
Warrants (exercisable at $.10 per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019	50,000
Warrants (exercisable at $.10 per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019	50,000
Warrants (exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note dated June 5, 2019	220,000
Warrants and options, Ending balance	3,543,750	145,000

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Capital Stock - Summary of Warrants and Options Activity (Details) (Parenthetical) - USD ($)							6 Months Ended
	Jun. 05, 2019	May 02, 2019	Feb. 20, 2019	Jan. 09, 2019	Dec. 31, 2018	Oct. 09, 2018	Jun. 30, 2019	Jun. 30, 2018
Proceeds from sale of promissory note							$ 80,150	$ 20,000
Options [Member]
Options exercisable price					$ 0.40
Warrants [Member] | Armada Investment Fund, LLC [Member]
Warrants exercisable price					0.40		$ 0.10
Proceeds from sale of promissory note			$ 11,550			$ 30,000
Warrants [Member] | Darling Capital, LLC [Member]
Warrants exercisable price							0.025
Proceeds from sale of promissory note				$ 12,500
Warrants [Member] | Jefferson Street Capital, LLC [Member]
Warrants exercisable price		$ 0.10					0.10
Proceeds from sale of promissory note		$ 11,000	11,550
Warrants [Member] | BHP Capital NY Inc [Member]
Warrants exercisable price		$ 0.10					0.10
Proceeds from sale of promissory note		$ 11,000	$ 11,550
Warrant One [Member] | Armada Investment Fund, LLC [Member]
Warrants exercisable price					$ 0.40		$ .075
Proceeds from sale of promissory note	$ 16,500				$ 33,000

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Capital Stock - Schedule of Warrants Exercise Price (Details)	Jun. 30, 2019 $ / shares shares
Number Outstanding	3,593,750
Warrant One [Member]
Number Outstanding	25,000
Exercise Price | $ / shares	$ 0.80
Expiration Date	Apr. 01, 2020
Warrant Two [Member]
Number Outstanding	25,000
Exercise Price | $ / shares	$ 0.40
Expiration Date	Apr. 01, 2023
Warrant Three [Member]
Number Outstanding	62,500
Exercise Price | $ / shares	$ 0.40
Expiration Date	Oct. 09, 2023
Warrant Four [Member]
Number Outstanding	82,500
Exercise Price | $ / shares	$ 0.40
Expiration Date	Dec. 31, 2023
Warrant Five [Member]
Number Outstanding	3,000,000
Exercise Price | $ / shares	$ 0.025
Expiration Date	Jan. 09, 2024
Warrant Six [Member]
Number Outstanding	78,750
Exercise Price | $ / shares	$ 0.10
Expiration Date	Feb. 20, 2024
Warrant Seven [Member]
Number Outstanding	100,000
Exercise Price | $ / shares	$ 0.10
Expiration Date	May 02, 2024
Warrant Eight [Member]
Number Outstanding	220,000
Exercise Price | $ / shares	$ 0.075
Expiration Date	Jun. 05, 2024

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Income Taxes (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income tax rate percentage	21.00%	21.00%
Deferred tax asset		$ 2,231,254
Deferred tax timing difference amount		804,335
Net operating loss carryforward	$ 10,072,705	$ 9,820,686
Allowance against deferred tax percentage		100.00%
Net operating loss carryforward expires description	The net operating loss carryforward expires in varying amounts from year 2026 to year 2037.

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Income Taxes - Schedule of Components of Income Tax (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Expected tax	$ (39,832)	$ 42,956	$ 1,319,585	$ (8,175)
Non-deductible stock-based compensation			165,354
Non-deductible loss on conversion of notes payable and accrued interest			23,515
Non-deductible loss (nontaxable income) from derivative liability	5,986		(1,598,236)	20,777
Non-deductible amortization of debt discounts	8,056		13,275	1,234
Increase (decrease) in Valuation allowance	25,790	(42,956)	76,507	(13,836)
Provision for (benefit from) income taxes

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Income Taxes - Schedule of Deferred Income Tax (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Unpaid accrued officer and director compensation	$ 84,412	$ 168,910
Net operating loss carry-forwards	2,223,349	2,062,344
Valuation allowance	(2,307,761)	(2,231,254)
Net non-current deferred tax asset

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Commitments and Contingencies (Details Narrative) - USD ($)						3 Months Ended				6 Months Ended		12 Months Ended
	Apr. 17, 2019	Aug. 21, 2018	Apr. 02, 2018	Jan. 02, 2018	Apr. 02, 2015	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jan. 05, 2011
Lease term		1 year
Monthly rental rate		$ 470
Future rental obligation amount						$ 940				$ 940		$ 3,760
Officer's/director's compensation						87,500	$ 87,500	$ 87,500	$ 75,442	471,000	$ 162,942	337,942
Stock issuance cost													$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000
Two ouotstanding judgement cost						6,658				$ 6,658		6,658
Wayne Anderson [Member]
Number of stock issued during period	116,822
Employment Agreement [Member]
Officer's/director's compensation						67,500	67,500					257,942
Employment Agreement [Member] | Wayne Anderson [Member]
Agreement description			The Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the Agreement.		The Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the Agreement.
Agreement term			3 years		3 years
Options to purchase shares of common stock			25,000		25,000
Stock price per share			$ 0.40		$ 0.40
Officer's/director's compensation			$ 270,000		$ 221,767
Board of Directors Service Agreement [Member]
Officer's/director's compensation						$ 20,000	$ 20,000					$ 80,000
Board of Directors Service Agreement [Member] | Wayne Anderson [Member]
Payment to related party				$ 10,000
Equivalent of common stock				$ 10,000																$ 2,500
Number of stock issued during period				10,000

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Going Concern Uncertainity (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit		$ 14,188,861		$ 20,472,597
Net cash used from operating activities	$ 7,618	$ 105,115	$ 10,209

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Subsequent Events (Details Narrative) - USD ($)	Jul. 25, 2019	Jul. 02, 2019	Jun. 30, 2019	Dec. 31, 2018
Debt principal amount			$ 75,000	$ 75,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member]
Debt maturity date	Jul. 29, 2020
Debt conversion description	The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 29, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB.
Debt instrument interest rate	8.00%
Warrant to purchase up shares	256,667
Warrant exercise price	$ 0.08
Warrant term	5 years
Proceeds from convertible promissory note	$ 46,200
Debt term	1 year
Subsequent Event [Member] | Armada Investment Fund, LLC [Member]
Debt principal amount		$ 16,500
Debt exchange amount		$ 15,000
Debt maturity date		Jun. 05, 2020
Debt conversion description		The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB.
Warrant to purchase up shares		220,000
Warrant exercise price		$ 0.075
Warrant term		5 years
Subsequent Event [Member] | Armada Investment Fund, LLC [Member] | Securities Purchase Agreement [Member]
Proceeds from convertible promissory note	$ 15,400
Subsequent Event [Member] | BHP Capital NY Inc [Member] | Securities Purchase Agreement [Member]
Proceeds from convertible promissory note	15,400
Subsequent Event [Member] | Fourth Man, LLC [Member] | Securities Purchase Agreement [Member]
Proceeds from convertible promissory note	$ 15,400

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Restatement of Previously Issued Financial Statements (Details Narrative)) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative liability expense				$ (98,938)
Amortization of debt discounts	$ (38,364)			5,877	$ (63,214)	$ (5,877)
Net loss	$ 189,678	$ (6,473,414)	$ (204,550)	243,480	$ (6,283,736)	$ 38,930
As Previously Reported [Member]
Derivative liability expense				(1,943,842)
Amortization of debt discounts
Net loss				2,082,507
Correction Adjustments [Member]
Derivative liability expense				1,844,904
Amortization of debt discounts				5,877
Net loss				$ (1,839,027)

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Restatement of Previously Issued Financial Statements - Schedule of Restatement of Financial Statements (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Revenue	$ 2,500				$ 2,500
Officer and director compensation, including stock- based compensation of $10,000	87,500	$ 87,500	87,500	75,442	471,000	162,942	$ 337,942
Professional fees	3,500			2,694	564,900	2,694
Other operating expenses	14,709		2,834	5,165	85,282	7,999
Total operating expenses	105,709		90,334	83,301	1,121,182	173,635
Loss from Operations	(103,209)		(90,334)	(83,301)	(1,118,682)	(173,635)
Derivative liability expense				(98,938)
Amortization of debt discounts	38,364			(5,877)	63,214	5,877
Interest expense	(18,945)		(48,656)	(55,364)	(40,320)	(104,020)
Total other income (expenses)	86,469		(294,884)	160,179	(7,402,418)	(134,705)
Net loss	$ (189,678)	$ 6,473,414	$ 204,550	$ (243,480)	$ 6,283,736	$ (38,930)
Basic and diluted loss per common share	$ (.02)		$ 0.07	$ (0.09)	$ 0.62	$ (0.01)
Weighted average common shares outstanding-basic and diluted	11,672,771		2,737,471	2,737,471	10,191,467	2,737,471
Depreciation				$ 242	$ 484	$ 484
Accrued interest on notes payable				55,364	40,318	104,020
Accrued officer and director compensation				75,442	151,629	162,942
Net cash used from operating activities				(7,618)	(105,115)	(10,209)
Net cash used from investing activities				(157)		(3,389)
Net cash provided from financing activities				7,583	77,228	14,007
DECREASE IN CASH AND CASH EQUIVALENTS				(192)	$ (27,887)	$ 409
As Previously Reported [Member]
Revenue
Officer and director compensation, including stock- based compensation of $10,000				75,442
Professional fees				2,694
Other operating expenses				5,165
Total operating expenses				83,301
Loss from Operations				(83,301)
Derivative liability expense				(1,943,842)
Amortization of debt discounts
Interest expense				(55,364)
Total other income (expenses)				(1,999,206)
Net loss				$ (2,082,507)
Basic and diluted loss per common share				$ (0.76)
Weighted average common shares outstanding-basic and diluted				2,737,471
Depreciation				$ 242
Accrued interest on notes payable				55,364
Accrued officer and director compensation				75,442
Net cash used from operating activities				(7,618)
Net cash used from investing activities				(157)
Net cash provided from financing activities				7,583
DECREASE IN CASH AND CASH EQUIVALENTS				(192)
Correction Adjustments [Member]
Revenue
Officer and director compensation, including stock- based compensation of $10,000
Professional fees
Other operating expenses
Total operating expenses
Loss from Operations
Derivative liability expense				1,844,904
Amortization of debt discounts				(5,877)
Interest expense
Total other income (expenses)				(1,839,027)
Net loss				$ 1,839,027
Basic and diluted loss per common share				$ 0.67
Weighted average common shares outstanding-basic and diluted
Depreciation
Accrued interest on notes payable
Accrued officer and director compensation
Net cash used from operating activities
Net cash used from investing activities
Net cash provided from financing activities
DECREASE IN CASH AND CASH EQUIVALENTS

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Restatement of Previously Issued Financial Statements - Schedule of Restatement of Financial Statements (Details) (Parenthetical) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Stock- based compensation				$ 491,400	$ 0
Officer and Director [Member]
Stock- based compensation	$ 0	$ 10,000	$ 10,000	$ 296,000	$ 10,000