UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM
10-K/A
Amendment No.
1
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(Mark
One)
☒
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For year ended December 31,
2016
☐
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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SEAFARER EXPLORATION CORP.
(Exact name of registrant as specified in its charter)
Florida
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90-0473054
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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14497 N. Dale Mabry Highway, Suite 209N, Tampa, Florida
33618
(Address of principal executive offices)(Zip code)
Registrant’s telephone number: (813) 448-3577
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, par value $0.0001 per
share
1
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check
mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No
☐
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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(Do not
check if a smaller reporting company)
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Indicate by check
mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ☐ No
☒
The
aggregate market value of the voting common equity held by
non-affiliates of the registrant was approximately $2,617,368 as of
the last business day of the registrant’s most recently
completed second fiscal quarter, based upon the closing sale price
on the OTC:BB reported for such date. Shares of common stock held
by each officer and director, and by each person who owns 10% or
more of the outstanding common stock, have been excluded in that
such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for
other purposes.
As of
March 24, 2017 the Registrant had 2,330,980,241 outstanding shares
of its common stock, $0.0001 par value.
2
EXPLANATORY
NOTE
The
purpose of this amendment on Form 10-K/A to Seafarer Exploration
Corp's Annual Report on Form 10-K for the year ended December 31,
2016, filed with the Securities and Exchange Commission on April 4,
2017 is solely to furnish Exhibit 101 to the Form 10-K in
accordance with Rule 405 of Regulation S-T.
No
other changes have been made to the Form 10-K. This Amendment No. 1
to the Form 10-K speaks as of the original filing date of the Form
10-K, does not reflect events that may have occurred subsequent to
the original filing date, and does not modify or update in any way
disclosures made in the original Form 10-K.
3
PART IV
Item 15. Exhibits
(2)
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Plan of
Acquisition, Reorganization, Arrangement, Liquidation or
Succession
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2.1
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Form of
Share Exchange Agreement dated June 4, 2008 by and among
Organetix, Inc., Seafarer Exploration, Inc. and each of the
shareholders of Seafarer Exploration incorporated by reference to
Form 8-K filed with the Commission on June 10, 2008.
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(3)
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Articles
of Incorporation and By-laws
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3.1
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Amended
and Restated Certificate of Incorporation of Organetix, Inc.
incorporated by reference to Organetix, Inc.’s Schedule 14C
Definitive Information Statement filed with the Commission on May
6, 2008.
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3.2
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Certificate
of Amendment to the Certificate of Incorporation to merge Seafarer
Exploration Corp., a wholly-owned subsidiary of the Company into
the Company with the Secretary of State of the State of
Delaware. Pursuant to the Certificate of Amendment, the
Company’s Articles of Incorporation were amended to change
its name from Organetix, Inc. to Seafarer Exploration Corp. dated
July 17, 2008, incorporated by reference to Form 8-K filed
with the Commission on July 24, 2008.
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(10)
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Material
Contracts
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10.1
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Agreement
by and between Tulco Resources, Ltd., and Seafarer Exploration,
Inc. dated February 2007, incorporated by reference to Form 8-K
filed with the Commission on June 8, 2010.
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10.2
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Agreement
by and between Heartland Treasure Quest and Seafarer Exploration
Corp. dated February 1, 2013, incorporated by reference to Form
10-K filed with the Commission on April 14, 2014.
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10.3
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Seafarers
Quest, LLC Operating Agreement dated March 03,
2014, incorporated by reference to Form 10-K filed with
the Commission on March 31, 2015.
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10.4
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Fee
Settlement Agreement by and between ClearTrust, LLC and Seafarer
Exploration Corp. dated August 9, 2016, incorporated by
reference to Form 10-K filed with the Commission on April 4,
2017.
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10.5
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Contract for
Purchase and Sale of Magnetometer by and between RDK Family Trust
and Seafarer Exploration Corp. dated September 2, 2016,
incorporated by reference to Form 10-K filed with the Commission on
April 4, 2017.
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31.1
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Certification
of Chief Executive Officer and Principal Accounting Officer
Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and
15d-14. **
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. **
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99.1
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Temporary
Hardship Exemption**
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101.INS
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XBRL
Instance Document. *
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101.SCH
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XBRL
Taxonomy Extension Schema. *
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase. *
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase. *
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase. *
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase. *
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*
Furnished herewith.
**
Previously filed.
4
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Seafarer
Exploration Corp.
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Date:
April 11, 2017
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By:
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/s/ Kyle Kennedy
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Kyle
Kennedy
President,
Chief Executive Officer, and Chairman of the Board
(Principal
Executive Officer and Principal Accounting Officer)
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Date:
April 11, 2017
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By:
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/s/ Charles Branscum
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Charles
Branscum, Director
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Date:
April 11, 2017
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By:
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/s/ Robert L. Kennedy
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Robert
L. Kennedy, Director
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5