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Document and Entity Information
6 Months Ended
Jun. 30, 2014
Document and Entity Information: '
Entity Registrant Name 'Endurance Exploration Group, Inc.
Document Type '10-Q
Document Period End Date Jun 30, 2014
Amendment Flag 'false
Entity Central Index Key '0001392902
Current Fiscal Year End Date '--12-31
Entity Common Stock, Shares Outstanding 36,204,280
Entity Filer Category 'Smaller Reporting Company
Entity Current Reporting Status 'Yes
Entity Voluntary Filers 'No
Entity Well-known Seasoned Issuer 'No
Document Fiscal Year Focus '2014
Document Fiscal Period Focus 'Q2
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ENDURANCE EXPLORATION GROUP, INC. - Balance Sheets (USD $)
Jun. 30, 2014
Dec. 31, 2013
Current Assets: ' '
Cash and cash equivalents $ 5,576 $ 2,540
TOTAL CURRENT ASSETS 5,576 2,540
Fixed Assets: ' '
Equipment, furniture and fixtures 624,471 611,261
Accumulated depreciation (209,344) (162,281)
Total Fixed Assets, net 415,127 448,980
Other assets 1,100 1,100
Total Assets 421,803 452,620
Current Liabilities: ' '
Accounts payable and accrued expenses 69,314 20,162
Liabilities from discontinued operations 60,644 60,644
Advances from related parties 197,500 62,500
Total Current Liabilities 327,458 143,306
TOTAL LIABILITIES 327,458 143,306
Stockholders' Equity ' '
Preferred stock '   [1] '   [1]
Common stock 362,043 [2] 357,709 [2]
Common stock issuable '   [3] 133 [3]
Additional paid-in capital 4,992,486 4,891,686
Accumulated deficit (5,260,184) (4,940,214)
TOTAL STOCKHOLDERS' EQUITY 94,345 309,314
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 421,803 $ 452,620
[1] 10,000,000 authorized, $0.001 par value, 0 and 0 issued and outstanding.
[2] 100,000,000 authorized; $0.01 par value, 36,204,280 and 35,770,947 shares issued and outstanding, respectively.
[3] Common stock issuable; 0 and 13,333 shares, respectively.
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Statement of Financial Position - Parenthetical (USD $)
Jun. 30, 2014
Dec. 31, 2013
Statement of Financial Position ' '
Preferred Stock, Par Value $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par Value $ 0.01 $ 0.01
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Shares Issued 36,204,280 35,770,947
Common Stock, Shares Outstanding 36,204,280 35,770,947
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ENDURANCE EXPLORATION GROUP, INC. - Statements of Operations (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jul. 31, 2013
Jun. 30, 2014
Jul. 31, 2013
Income Statement ' ' ' '
Revenues '   '   '   '  
Operating Expenses: ' ' ' '
Operations and research 72,631 ' 108,781 '
Marketing and promotion 32,852 ' 52,712 '
General and administration 58,275 4,531 110,664 31,480
Depreciation 23,869 ' 47,063 '
TOTAL OPERATING EXPENSES 187,627 4,531 319,220 31,480
Net Loss from operations (187,627) (4,531) (319,220) (31,480)
Non-operating activity: ' ' ' '
Interest expense (375) (375) (750) (750)
Net loss $ (188,002) $ (4,906) $ (319,970) $ (32,230)
Basic and diluted loss per share $ (0.005) $ (0.002) $ (0.009) $ (0.013)
Weighted average number of shares outstanding 36,123,328 1,993,495 35,948,111 1,993,495
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ENDURANCE EXPLORATION GROUP, INC. - Statements of Cash Flows (USD $)
6 Months Ended
Jun. 30, 2014
Jul. 31, 2013
Cash flows from operating activities: ' '
Net loss $ (319,970) $ (32,230)
Adjustments to reconcile net loss to net cash provided by operating activities: ' '
Depreciation 47,063 '
Changes in operating assets and liabilities: ' '
Prepaid expenses, increase decrease ' 8,500
Accounts payable and accrued expenses, increase decrease 49,153 (34,250)
Net Cash Provided by Operating Activities (223,754) (57,980)
Cash Flows From Investing Activities: ' '
Acquisition of equipment (13,210) '
Net Cash Provided by Investing Activities (13,210) '
Cash Flows From Financing Activities: ' '
Advances from related parties 240,000 58,580
Net Cash Provided by Financing Activities 240,000 58,580
Net increase (decrease) in cash and cash equivalents 3,036 600
Cash and cash equivalents, beginning of period 2,540 '
Cash paid for interest '   '  
Cash paid for taxes '   '  
Cash and cash equivalents, end of period 5,576 600
Cash paid for interest '   '  
Cash paid for taxes '   '  
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Note A - Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2014
Notes '
Note A - Summary of Significant Accounting Policies '

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.

 

Description of Business

 

Endurance Exploration Group, Inc. (formerly Tecton Corporation) (the “Company”) was incorporated under the laws of the State of Nevada on January 19, 2006, as a wholly-owned subsidiary of Hemis Corporation.  On December 1, 2006 Hemis declared a dividend of Tecton shares to all shareholders as of that date and concurrently cancelled its share ownership in the Company.  The effect of this dividend declaration and share cancellation was that Tecton was spun off as an independent company.

 

On November 8, 2013, the Board of Directors approved a change of the Company’s fiscal year from January 31, to December 31.  This Form 10Q for the three and six months ended June 30, 2014 represents the second quarterly filing for the new fiscal year.  The comparative data presented in the consolidated statements of operations and cash flows are for the three and six months ended July 31, 2013 are consistent with the prior year’s filings prior to the transition to the calendar year.  A restatement of the prior year amounts to reflect the transition to calendar quarters has been deemed by management to be immaterial and cost prohibitive, and thus has not been done.  

 

On December 31, 2013, the Company acquired 100% of the membership interests of Endurance Exploration Group LLC, a Florida limited liability company, in exchange for 20,550,539 shares of the Company’s Common Stock being issued to the former members.  Endurance Exploration Group LLC is now a wholly owned subsidiary with its operations being the Company’s primary focus. 

 

Endurance Exploration Group LLC is engaged in the archaeologically sensitive exploration and recovery of deep-ocean shipwrecks throughout the world.  The Company intends to recover bullion, precious metals, numismatic-grade coinage, high-value non-ferrous metals and other valuable cargos from both historic and modern shipwrecks.

 

On January 2, 2014, the Company changed its name to Endurance Exploration Group, Inc.

 

Our corporate headquarters are located in Clearwater, Florida.

 

Principles of consolidation and basis of presentation

 

These consolidated financial statements include the assets and liabilities of the Company and its subsidiaries as of June 30, 2014.  As the acquisition of the membership interests of Endurance Exploration Group LLC and its wholly owned Panamanian subsidiary formed to hold the registry of a research vessel, occurred as of the close of its business on December 31, 2013.  The results of operations for this acquired company are reported commencing with January 1, 2014.

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Annual Report on Form 10-K.

 

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of the financial position at June 30, 2014 and the results of operations and cash flows for the three and six months ended June 30, 2014 and July 31, 2013 have been made.  All material intercompany transactions have been eliminated.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Subsequent Events

 

The Company has evaluated subsequent events through August 15, 2014, to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.

 

Cash and Cash Equivalents

 

For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

 

Fixed Assets

 

Fixed assets are stated at historical cost. Depreciation is provided using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and ten years.  When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Equipment and major overhaul items (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever is shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualify to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. All other repairs and maintenance are accounted for under the direct-expensing method and are expensed when incurred.

 

Income Taxes

 

The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.

 

The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.

 

Net Earnings (Losses) Per Common Share

 

The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options (calculated using the treasury stock method).  As of June 30, 2014, there were 5,000,000 common stock equivalents that were anti-dilutive and were not included in the calculation. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

 

 

Fair Value of Financial Instruments

 

The fair value of financial instruments, which include cash, loans receivable, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

 

Comprehensive Income

 

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of June 30, 2014 the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Stock Based Compensation

 

Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model.

 

New Accounting Pronouncements

 

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.

 

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Note B - Going Concern Matters
6 Months Ended
Jun. 30, 2014
Notes '
Note B - Going Concern Matters '

NOTE B – GOING CONCERN MATTERS

 

The accompanying 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. As shown in the accompanying financial statements for the period January 19, 2006 (date of inception) to June 30, 2014, the Company incurred losses of $5,260,184. The Company has minimal liquid assets. These factors, among others, indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

 

The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests
6 Months Ended
Jun. 30, 2014
Notes '
Note C - Acquisition of Endurance Exploration Group Llc Membership Interests '

NOTE C – ACQUISITION OF ENDURANCE EXPLORATION GROUP LLC MEMBERSHIP INTERESTS

 

On December 31, 2013, the Company acquired 100% of the membership interests of Endurance Exploration Group LLC, a Florida limited liability company by issuing 20,550,539 shares of its common stock.

 

The majority shareholders of the Company also held a majority interest in Endurance Exploration Group LLC, and maintained controlling interests in both entities both before and after the transaction.  Accordingly, the acquisition has been accounted for as a corporate reorganization because of the common control.  The book value of Endurance Exploration Group LLC at the time of the acquisition was as follows:

 

Cash

 

 

 

 

 $                      1,940

Fixed assets - net

 

 

 

                     448,980

Other assets

 

 

 

 

                         3,805

 

 

 

 

 

 

 

 

Total assets

 

 

 

 $                  454,725

 

 

 

 

 

 

 

Accounts payable assumed

 

 

 $                      8,927

Accrued expenses assumed

 

 

                         4,625

Shareholder loans assumed

 

 

                       60,000

Equity acquired

 

 

 

                     381,173

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 $                  454,725

 

Pro forma results of operations for the three and six months ended June 30, 2013 as though this acquisition had taken place at January 1, 2013 are as follows:

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

 

 

 

 

June 30, 2013

 

June 30, 2013

 

 

 

 

 

 

 

 

Revenue

 

 

 

 $                         -  

 

 $                         -  

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Operations and research

 

                    206,458

 

                    301,166

 

Marketing and promotion

 

                      22,331

 

                      25,036

 

General administration

 

                      41,133

 

                      73,833

 

Depreciation

 

 

                      21,468

 

                      42,156

 

 

 

 

 

 

 

 

 

 

 

 

 

                    291,390

 

                    442,191

 

 

 

 

 

 

 

 

Net operating loss

 

 

                  (291,390)

 

                  (442,191)

 

 

 

 

 

 

 

 

 

Interest expense

 

 

                      (1,875)

 

                      (4,830)

 

 

 

 

 

 

 

 

Net loss

 

 

 

 $                (293,265)

 

 $                (447,021)

 

The unaudited pro forma results disclosed in the table above are based on various assumptions and are not necessarily indicative of the results of operations that would have occurred had the Company completed this acquisition on January 1, 2013.

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Note D - Fixed Assets
6 Months Ended
Jun. 30, 2014
Notes '
Note D - Fixed Assets '

NOTE D – FIXED ASSETS

 

Fixed assets consist of the following at June 30, 2014 and December 31, 2013:

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Vessels and equipment

 

 $          610,379

 

 $          599,545

Computers and peripherals

 

               14,092

 

               11,716

 

 

 

 

             624,471

 

             611,261

Less: Accumulated depreciation

 

           (209,344)

 

           (162,281)

Fixed Assets - net

 

 

 $          415,127

 

 $          448,980

 

Depreciation expense for the three and six months ended June 30, 2014 was $23,869 and $47,063 respectively.  All fixed assets were acquired at December 31, 2013, therefore, there is no depreciation recorded for 2013.

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Note E - Advances From Related Parties and Related Party Transactions
6 Months Ended
Jun. 30, 2014
Notes '
Note E - Advances From Related Parties and Related Party Transactions '

NOTE E – ADVANCES FROM RELATED PARTIES AND RELATED PARTY TRANSACTIONS

 

During 2012 and 2013, Endeavour Cooperative Partners LLC, a company controlled by Micah Eldred and Carl Dilley, and Endeavour’s subsidiaries, Island Capital Management LLC and Proxy & Printing, LLC, made numerous advances to the Company in order to provide the Company with funds to carry on its operations.  None of such companies charged the Company interest on such advances.  In addition, during fiscal 2012 and 2013, Endeavour Cooperative Partners acquired the right to payment under certain accounts and promissory notes from a number of the Company’s creditors.  The aggregate amount due to Endeavour and its subsidiaries for these advances to the Company and under the accounts and notes purchased by Endeavour from the Company’s creditors was $166,650 at January 31, 2013.

 

On May 6, 2013, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners, which also was its largest shareholder at the time, relating to the conversion of its indebtedness to Endeavour, then in the amount of $272,356.  The terms of the agreement allowed for Endeavour to convert this debt into shares of the Company’s preferred stock at $.000172 per share (pre-reverse split), which value was determined by the Board of Directors to be fair and reasonable at the time.  The Company did not have sufficient common shares available for issuance in exchange for the debt on these terms, so it was agreed that the Company would issue shares of preferred stock, and such preferred shares would be exchanged on a one-for-one basis in the future for shares of common stock.  Although the market price of the common stock was hovering around $0.0002 per share at the time, the Board determined that the market price was not reflective of the true value of the stock.  Indications of this included the following facts:

 

·         there was very minimal trading activity in the Company’s stock,

·         as of April 30, 2013, the Company had no assets and negative shareholders’ equity of $352,786, and

·         between December 15, 2012 and May 3, 2013, Endeavour Cooperative Partners had purchased approximately 29,900,000 shares of the Company’s common stock from other shareholders at a price of $0.0001 per share. 

 

On May 8, 2013, Endeavour filed a notice of conversion for $3,400 of its debt, in exchange for 19,736,560 of pre-reverse split preferred shares.  These shares converted to 493,414 shares of preferred stock after the reverse split, and were converted into shares of common stock on a one-for-one basis on December 31, 2013. 

 

On December 31, 2013, the Company entered into an Addendum to the Debt Conversion Agreement, dated May 6, 2013, with Endeavour relating to the conversion of the Company’s indebtedness to Endeavour, then in the amount of $289,390.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.022727 per share, which the Board believed to be based on the value of the stock prior to the closing of the acquisition of Endurance Exploration Group, LLC later that day, based on recent trading activity.  Endeavour converted all of such debt into shares on such date, as a result of which the Company issued 12,733,499 shares of common stock to Endeavour. 

 

On December 31, 2013, the Company completed the purchase of 100% of the membership interests of Endurance Exploration Group, LLC (“Endurance LLC”), from its members, Micah Eldred and Carl Dilley, in exchange for 20,550,539 shares of the Company’s common stock, valued at $0.0186 per share, based upon the net book value of the assets of Endurance LLC, $381,173 as of December 31, 2013.

 

On December 31, 2013, as a consequence of acquiring the membership interests of Endurance LLC, the Company assumed a liability of Endurance LLC to Micah Eldred under a demand promissory note, dated June 19, 2012, in the original principal amount of $60,000, bearing interest at 5%.  The note has no stipulated maturity date, and the balance due under the note at June 30, 2014, including accrued interest, was $65,375.

 

The Company has entered into a contract with Island Capital Management LLC, which is owned and controlled by Micah Eldred and Carl Dilley, to serve as its transfer agent.  It did not charge the Company for its services during the three or six months ended June 30, 2014 or the three or six months ended July 31, 2013.

 

The Company has entered into a contract with Proxy & Printing LLC, which is owned and controlled by Micah Eldred and Carl Dilley, to provide the Company with printing and other services relating to its filings with the SEC.  It did not charge the Company for its services during the three or six months ended June 30, 2014 or the three or six months ended July 31, 2013.

 

On April 7, 2014, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000.  This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which the Company issued 140,000 shares to Endeavour. 

 

On April 7, 2014, the Company entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which the Company issued 280,000 shares to Island. 

 

On June 24, 2014, the Company entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to the Company in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of the Company’s Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by the Company.  The Company will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician.  The Company will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.

 

During the three and six months ended June 30, 2014, Micah Eldred, Carl Dilley and Heather Dilley, made advances to the Company in the aggregate amounts of $0 and $135,000, respectively, in order to provide the Company with funds to carry on its operations.  These advances do not bear interest, are unsecured and have no specific terms of repayment.  As of June 30, 2014, the aggregate amount of such advances outstanding was $135,000.

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Note F - Preferred and Common Stock Transactions and Reverse Split
6 Months Ended
Jun. 30, 2014
Notes '
Note F - Preferred and Common Stock Transactions and Reverse Split '

NOTE F – PREFERRED AND COMMON STOCK TRANSACTIONS AND REVERSE SPLIT

 

On May 6, 2013, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC, a in the amount of $272,356 as described under Note E above.  On May 8, 2013, Endeavour filed a notice of conversion for $3,400 of its debt, in exchange for 19,736,560 of pre-reverse split preferred shares.  These shares converted to 493,414 shares of preferred stock after the reverse split described below.

 

On May 31, 2013, the Company affected a 1 share for 40 shares reverse split of its common and preferred stock.  As a result, the issued and outstanding shares at that date were decreased from 79,736,560 to 1,993,495.  The authorized shares at that date were then decreased from 100,000,000 to 2,500,000; 2,000,000 shares of common stock and 500,000 preferred shares.

 

On July 22, 2013, the Company amended and restated its Articles of Incorporation to increase the total authorized capital stock of the corporation to 110,000,000 shares, being comprised of 100,000,000 shares of common stock with a par value of $.01 per share, and 10,000,000 shares of preferred stock with a par value of $.001.

 

On December 31, 2013, the Company entered into an Addendum to the Debt Conversion Agreement, dated May 6, 2013, with Endeavour relating to the conversion of the Company’s indebtedness to Endeavour, then in the amount of $289,390.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.022727 per share, which the Board believed to be based on the value of the stock prior to the closing of the acquisition of Endurance Exploration Group, LLC later that day, based on recent trading activity.  Endeavour converted all of such debt into shares on such date, as a result of which the Company issued 12,733,499 shares of common stock to Endeavour.

 

On December 31, 2013, the Company issued 493,414 common shares as a conversion of the previously issued 493,414 preferred shares on a 1 for 1 basis.

 

On December 31, 2013, the Company issued 20,550,539 common shares, valued at $381,173, in conjunction with the acquisition of 100% of the membership interests of Endurance Explorations Group LLC.

 

On April 7, 2014, the Company entered into a Debt Conversion Agreement with Endeavour Cooperative Partners LLC relating to the conversion of indebtedness to Endeavour in the amount of $35,000.  This amount represents the related party debt payable to Endeavour as of that date.  The terms of the agreement allowed for Endeavour to convert this debt into common stock at $0.25 per share.  Endeavour converted all of such debt into shares, as a result of which the Company issued 140,000 shares to Endeavour. 

 

On April 7, 2014, the Company entered into a Debt Conversion Agreement with Island Capital Management, LLC, a company owned and controlled by Endeavour Cooperative Partners LLC, relating to the conversion of indebtedness to Island in the amount of $70,000.  This amount represents the related party debt payable to Island as of that date.  The terms of the agreement allowed for Island to convert this debt into common stock at $0.25 per share.  Island converted all of such debt into shares, as a result of which the Company issued 280,000 shares to Island. 

 

On April 18, 2014, the Company issued 13,333 shares in satisfaction of those shares that have been issuable since 2008 as explained in Note G.

 

On June 24, 2014, the Company entered into a contract with Eclipse Group Inc. (“Eclipse”) for Eclipse to provide personnel and services to the Company in connection with the operation and monitoring of a remotely operated vehicle (“ROV”) in connection with our investigation of a suspected shipwreck located off the coast of New England. Steven Saint Amour, who serves as a member of the Company’s Board of Directors, and Joan Saint Amour are the principal shareholders and officers of Eclipse.  The contract provides that Eclipse will provide 2 people, including Mr. Saint Amour, for approximately four 12-hour days to operate and monitor the ROV, which will be provided by the Company.  The Company will issue 100,000 shares of common stock to Mr. Saint Amour, with an agreed value of $25,000, under the contract, and reimburse Eclipse in cash for its cost for the second ROV technician.  The Company will also pay Eclipse in cash its cost plus 15% for all third party costs incurred by Eclipse, and provide Mr. Saint Amour and the second technician with food and lodging during the assignment.

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Note G - Common Stock Issuable
6 Months Ended
Jun. 30, 2014
Notes '
Note G - Common Stock Issuable '

NOTE G – COMMON STOCK ISSUABLE

 

In April 2008, the Company entered into a subscription agreement with a non-U.S. investor for the purchase of 533,333 at a price of $0.42 per share, resulting in cash proceeds of $224,000. This issuance was exempt from registration pursuant to Regulation S of the Securities Act.  The Company was unable to issue these shares and at December 31, 2013 considered this common stock issuable and had recorded it in the equity section.  As a result of the 1 for 40 reverse split, the number of shares issuable decreased from 533,333 to 13,333 at March 31, 2014 and December 31, 2013.   These shares were issued in April 2014.

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Note H - Warrants and Options
6 Months Ended
Jun. 30, 2014
Notes '
Note H - Warrants and Options '

NOTE H – WARRANTS AND OPTIONS

 

As of June 30, 2014, we had outstanding non-qualified options to purchase 5,000,000 shares of our common stock at any time prior to December 15, 2015, with an exercise price of $0.25 per share.

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Note I - Subsequent Events
6 Months Ended
Jun. 30, 2014
Notes '
Note I - Subsequent Events '

NOTE I – SUBSEQUENT EVENTS

 

None.

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Note A - Summary of Significant Accounting Policies: Description of Business (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Description of Business '

Description of Business

 

Endurance Exploration Group, Inc. (formerly Tecton Corporation) (the “Company”) was incorporated under the laws of the State of Nevada on January 19, 2006, as a wholly-owned subsidiary of Hemis Corporation.  On December 1, 2006 Hemis declared a dividend of Tecton shares to all shareholders as of that date and concurrently cancelled its share ownership in the Company.  The effect of this dividend declaration and share cancellation was that Tecton was spun off as an independent company.

 

On November 8, 2013, the Board of Directors approved a change of the Company’s fiscal year from January 31, to December 31.  This Form 10Q for the three and six months ended June 30, 2014 represents the second quarterly filing for the new fiscal year.  The comparative data presented in the consolidated statements of operations and cash flows are for the three and six months ended July 31, 2013 are consistent with the prior year’s filings prior to the transition to the calendar year.  A restatement of the prior year amounts to reflect the transition to calendar quarters has been deemed by management to be immaterial and cost prohibitive, and thus has not been done.  

 

On December 31, 2013, the Company acquired 100% of the membership interests of Endurance Exploration Group LLC, a Florida limited liability company, in exchange for 20,550,539 shares of the Company’s Common Stock being issued to the former members.  Endurance Exploration Group LLC is now a wholly owned subsidiary with its operations being the Company’s primary focus. 

 

Endurance Exploration Group LLC is engaged in the archaeologically sensitive exploration and recovery of deep-ocean shipwrecks throughout the world.  The Company intends to recover bullion, precious metals, numismatic-grade coinage, high-value non-ferrous metals and other valuable cargos from both historic and modern shipwrecks.

 

On January 2, 2014, the Company changed its name to Endurance Exploration Group, Inc.

 

Our corporate headquarters are located in Clearwater, Florida.

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Note A - Summary of Significant Accounting Policies: Principles of Consolidation and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Principles of Consolidation and Basis of Presentation '

Principles of consolidation and basis of presentation

 

These consolidated financial statements include the assets and liabilities of the Company and its subsidiaries as of June 30, 2014.  As the acquisition of the membership interests of Endurance Exploration Group LLC and its wholly owned Panamanian subsidiary formed to hold the registry of a research vessel, occurred as of the close of its business on December 31, 2013.  The results of operations for this acquired company are reported commencing with January 1, 2014.

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s latest Annual Report on Form 10-K.

 

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of the financial position at June 30, 2014 and the results of operations and cash flows for the three and six months ended June 30, 2014 and July 31, 2013 have been made.  All material intercompany transactions have been eliminated.

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Note A - Summary of Significant Accounting Policies: Use of Estimates (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Use of Estimates '

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Note A - Summary of Significant Accounting Policies: Subsequent Events (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Subsequent Events '

Subsequent Events

 

The Company has evaluated subsequent events through August 15, 2014, to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.

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Note A - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Cash and Cash Equivalents '

Cash and Cash Equivalents

 

For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

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Note A - Summary of Significant Accounting Policies: Fixed Assets (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Fixed Assets '

Fixed Assets

 

Fixed assets are stated at historical cost. Depreciation is provided using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and ten years.  When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Equipment and major overhaul items (such as engines or generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever is shorter. Certain major repair items required by industry standards to ensure a vessel’s seaworthiness also qualify to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item. All other repairs and maintenance are accounted for under the direct-expensing method and are expensed when incurred.

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Note A - Summary of Significant Accounting Policies: Income Taxes (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Income Taxes '

Income Taxes

 

The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.

 

The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.

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Note A - Summary of Significant Accounting Policies: Net Earnings (losses) Per Common Share (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Net Earnings (losses) Per Common Share '

Net Earnings (Losses) Per Common Share

 

The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options (calculated using the treasury stock method).  As of June 30, 2014, there were 5,000,000 common stock equivalents that were anti-dilutive and were not included in the calculation. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

 

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Note A - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Fair Value of Financial Instruments '

Fair Value of Financial Instruments

 

The fair value of financial instruments, which include cash, loans receivable, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

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Note A - Summary of Significant Accounting Policies: Comprehensive Income (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Comprehensive Income '

Comprehensive Income

 

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of June 30, 2014 the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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Note A - Summary of Significant Accounting Policies: Stock Based Compensation (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
Stock Based Compensation '

Stock Based Compensation

 

Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model.

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Note A - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)
6 Months Ended
Jun. 30, 2014
Policies '
New Accounting Pronouncements '

New Accounting Pronouncements

 

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.

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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests: Schedule Acquisition Book Value (Tables)
6 Months Ended
Jun. 30, 2014
Tables/Schedules '
Schedule Acquisition Book Value '

 

Cash

 

 

 

 

 $                      1,940

Fixed assets - net

 

 

 

                     448,980

Other assets

 

 

 

 

                         3,805

 

 

 

 

 

 

 

 

Total assets

 

 

 

 $                  454,725

 

 

 

 

 

 

 

Accounts payable assumed

 

 

 $                      8,927

Accrued expenses assumed

 

 

                         4,625

Shareholder loans assumed

 

 

                       60,000

Equity acquired

 

 

 

                     381,173

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 $                  454,725

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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests: Schedule of Business Acquisitions, by Acquisition (Tables)
6 Months Ended
Jun. 30, 2014
Tables/Schedules '
Schedule of Business Acquisitions, by Acquisition '

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

 

 

 

 

June 30, 2013

 

June 30, 2013

 

 

 

 

 

 

 

 

Revenue

 

 

 

 $                         -  

 

 $                         -  

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Operations and research

 

                    206,458

 

                    301,166

 

Marketing and promotion

 

                      22,331

 

                      25,036

 

General administration

 

                      41,133

 

                      73,833

 

Depreciation

 

 

                      21,468

 

                      42,156

 

 

 

 

 

 

 

 

 

 

 

 

 

                    291,390

 

                    442,191

 

 

 

 

 

 

 

 

Net operating loss

 

 

                  (291,390)

 

                  (442,191)

 

 

 

 

 

 

 

 

 

Interest expense

 

 

                      (1,875)

 

                      (4,830)

 

 

 

 

 

 

 

 

Net loss

 

 

 

 $                (293,265)

 

 $                (447,021)

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Note D - Fixed Assets: Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2014
Tables/Schedules '
Property, Plant and Equipment '

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Vessels and equipment

 

 $          610,379

 

 $          599,545

Computers and peripherals

 

               14,092

 

               11,716

 

 

 

 

             624,471

 

             611,261

Less: Accumulated depreciation

 

           (209,344)

 

           (162,281)

Fixed Assets - net

 

 

 $          415,127

 

 $          448,980

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Note A - Summary of Significant Accounting Policies: Net Earnings (losses) Per Common Share (Details)
6 Months Ended
Jun. 30, 2014
Details '
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 5,000,000
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Note B - Going Concern Matters (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Details ' '
Accumulated deficit $ 5,260,184 $ 4,940,214
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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests (Details)
Jun. 30, 2014
Dec. 31, 2013
Apr. 30, 2008
Common Stock, Shares Issued (36,204,280) (35,770,947) (533,333)
Endurance Exploration Group LLC ' ' '
Common Stock, Shares Issued ' 20,550,539 '
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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests: Schedule Acquisition Book Value (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Total Fixed Assets, net $ 415,127 $ 448,980
Total Assets 421,803 452,620
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 421,803 452,620
Endurance Exploration Group LLC ' '
Cash 1,940 '
Total Fixed Assets, net 448,980 '
Business Acquisition, Purchase Price Allocation, Current Assets 3,805 '
Total Assets 454,725 '
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable 8,927 '
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accrued Liabilities 4,625 '
Loans and notes payable to related parties 60,000 '
Equity Acquired 381,173 '
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 454,725 '
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Note C - Acquisition of Endurance Exploration Group Llc Membership Interests: Schedule of Business Acquisitions, by Acquisition (Details) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Jul. 31, 2013
Jun. 30, 2014
Jul. 31, 2013
Jun. 30, 2013
Endurance Exploration Group LLC
Jun. 30, 2013
Endurance Exploration Group LLC
Revenues '   '   '   '   ' '
Operations and research 72,631 ' 108,781 ' 206,458 301,166
Marketing and promotion 32,852 ' 52,712 ' 22,331 25,036
General and administration 58,275 4,531 110,664 31,480 41,133 73,833
Depreciation 23,869 ' 47,063 ' 21,468 42,156
TOTAL OPERATING EXPENSES 187,627 4,531 319,220 31,480 291,390 442,191
Net Loss from operations (187,627) (4,531) (319,220) (31,480) (291,390) (442,191)
Interest expense (375) (375) (750) (750) (1,875) (4,830)
Net loss $ (188,002) $ (4,906) $ (319,970) $ (32,230) $ (293,265) $ (447,021)
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Note D - Fixed Assets: Property, Plant and Equipment (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Details ' '
Machinery and Equipment, Gross $ 610,379 $ 599,545
Property, Plant and Equipment, Other, Net 14,092 11,716
Accumulated depreciation (209,344) (162,281)
Total Fixed Assets, net $ 415,127 $ 448,980
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Note D - Fixed Assets (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Details ' '
Depreciation $ 23,869 $ 47,063
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Note E - Advances From Related Parties and Related Party Transactions (Details) (USD $)
3 Months Ended 5 Months Ended 6 Months Ended 0 Months Ended
Jun. 30, 2014
May 03, 2013
Jun. 30, 2014
Dec. 31, 2013
Apr. 30, 2013
Apr. 30, 2008
May 08, 2013
Endeavour Cooperative Partners LLC
Apr. 07, 2014
Endeavour Cooperative Partners LLC
Dec. 31, 2013
Endeavour Cooperative Partners LLC
May 06, 2013
Endeavour Cooperative Partners LLC
Dec. 31, 2013
Endurance Exploration Group LLC
Jun. 30, 2014
Endurance LLC
Dec. 31, 2013
Endurance LLC
Apr. 07, 2014
Island Capital Management, LLC
Jun. 24, 2014
Mr. Saint Amour
Advances from related parties $ 197,500 ' $ 197,500 $ 62,500 ' ' ' ' ' $ 272,356 ' ' ' ' '
Preferred Stock, Par Value $ 0.001 ' $ 0.001 $ 0.001 ' ' ' ' ' $ 0.000172 ' ' ' ' '
Common Stockholders' Equity ' ' ' ' 352,786 ' ' ' ' ' ' ' ' ' '
Payments for Purchase of Common Stock ' 29,900,000 ' ' ' ' ' ' ' ' ' ' ' ' '
Common Stock Value Per Share ' $ 0.0001 ' ' ' ' ' ' ' ' ' ' ' ' '
Conversion of Stock, Amount Converted ' ' ' ' ' ' 3,400 ' ' ' ' ' ' ' '
Stock Issued During Period, Shares, Reverse Stock Splits ' ' ' ' ' ' 19,736,560 ' ' ' ' ' ' ' '
Preferred Stock, Shares Issued 0 ' 0 0 ' ' 493,414 ' ' ' ' ' ' ' '
Debt Conversion Agreement ' ' ' ' ' ' ' 35,000 289,390 ' ' ' ' 70,000 '
Debt Instrument, Convertible, Conversion Price ' ' ' ' ' ' ' $ 0.25 $ 0.022727 ' $ 0.0186 ' ' $ 0.25 '
Common Stock, Shares Issued 36,204,280 ' 36,204,280 35,770,947 ' 533,333 ' 140,000 12,733,499 ' ' ' ' 280,000 100,000
Shares Exchanged for Membership ' ' ' ' ' ' ' ' ' ' 20,550,539 ' ' ' '
TOTAL CURRENT ASSETS 5,576 ' 5,576 2,540 ' ' ' ' ' ' 381,173 ' ' ' '
Notes Payable, Noncurrent ' ' ' ' ' ' ' ' ' ' ' 65,375 60,000 ' '
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate ' ' ' ' ' ' ' ' ' ' 5.00% ' ' ' '
Common stock 362,043 [1] ' 362,043 [1] 357,709 [1] ' ' ' ' ' ' ' ' ' ' 25,000
Advance From Affiliate 0 ' 135,000 ' ' ' ' ' ' ' ' ' ' ' '
Aggregate Amount of Advances $ 135,000 ' $ 135,000 ' ' ' ' ' ' ' ' ' ' ' '
[1] 100,000,000 authorized; $0.01 par value, 36,204,280 and 35,770,947 shares issued and outstanding, respectively.
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Note F - Preferred and Common Stock Transactions and Reverse Split (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
May 31, 2013
Apr. 30, 2008
May 08, 2013
Endeavour Cooperative Partners LLC
May 06, 2013
Endeavour Cooperative Partners LLC
Dec. 31, 2013
Conversion of Previously Issued Shares
Dec. 31, 2013
Endurance Explorations Group LLC
Convertible Debt ' ' ' ' ' $ 272,356 ' '
Convertible Notes Payable ' ' ' ' 3,400 ' ' '
Convertible Preferred Stock, Shares Issued upon Conversion ' ' ' ' 19,736,560 ' ' '
Preferred Stock, Shares Outstanding 0 0 1,993,495 ' 493,414 ' ' '
Common Stock, Shares Authorized 100,000,000 100,000,000 2,000,000 ' ' ' ' '
Preferred Stock, Shares Authorized 10,000,000 10,000,000 500,000 ' ' ' ' '
Common Stock, Shares Issued 36,204,280 35,770,947 ' 533,333 ' ' 493,414 20,550,539
Preferred Units, Issued ' ' ' ' ' ' 493,414 '
Common stock $ 362,043 [1] $ 357,709 [1] ' ' ' ' ' $ 381,173
[1] 100,000,000 authorized; $0.01 par value, 36,204,280 and 35,770,947 shares issued and outstanding, respectively.
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Note G - Common Stock Issuable (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Apr. 30, 2008
Details ' ' '
Common Stock, Shares Issued 36,204,280 35,770,947 533,333
Share Price ' ' $ 0.42
Common Stock, Value, Subscriptions ' ' $ 224,000
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Note H - Warrants and Options (Details) (USD $)
Jun. 30, 2014
Details '
Option Indexed to Issuer's Equity, Indexed Shares 5,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price $ 0.25
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