IN THE CIRCUIT COURT FOR THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION
SEAFARER EXPLORATION CORP.,
Plaintiff,
-vMICHAEL TORRES DIV:
Defendant.
CLEARTRUST, LLC
Third Party Respondent
COMPLAINT
The Plaintiff, SEAFARER EXPLORATION CORP., through the undersigned attorney, hereby files this Complaint for Fraud, Fraud in the Inducement, Civil Theft and for immediate and permanent injunctive relief against Defendant, MICHAEL TORRES, and other identifiers as
set forth herein. Such Complaint if verified by the Chief Executive Officer of the Company. The Plaintiff names CLEARTRUST, LLC, as its transfer agent, for purposes of response to any order of injunction.
The Plaintiff hereby avers the following:
JURISDICTION AND VENUE
1. This cause of action prays for an amount of damages in excess of the
jurisdictional amount of $15,000.00. Further, Plaintiff demands trial by jury.
2. The Defendant, MICHAEL TORRES (hereafter referred to as
“TORRES”) is a resident of Brevard County, Florida.
3. The Corporate Plaintiff, SEAFARER EXPLORATION CORP. (hereafter
referred to as “SEAFARER” or “SFRX”) is a Florida Company, with its place of business located in Hillsborough County with an address of 14497 N. Dale Mabry Highway, Suite 209 North, Tampa, Florida 33618.
4. The acts which are the subject of this Complaint, all communications, including meetings, and of the inducements and communications of representations by Torres were made to the Defendant to the Plaintiff Company in Hillsborough County, Florida. All remuneration,
including all cash payments made, and all stock issuances made by Plaintiff to Torres all occurred from within Hillsborough County, Florida.
5. This Court has venue over the cause of action in this Complaint since the matters in dispute are in excess of fifteen thousand dollars ($15,000.00)
6. Jurisdiction in this Court is appropriate since the Defendant is a resident of Florida, transacted business within Hillsborough County, Florida with the Plaintiff throughout the course of conduct complained of in this Complaint.
THE PARTIES
7. SEAFARER EXPLORATION CORP. is a Florida domiciled and operating
Corporation which is publicly traded Company, with its common stock registered for trading on the Over the Counter Bulletin Board (“OTCBB”) stock exchange of the New York Stock Exchange System with the stock symbol of “SFRX.”
8. SEAFARER has been a publicly traded company since June 2008, and has
over 4,000 shareholders across Florida and the United States. The shares of SEAFARER are distributed and held by their SEC qualified transfer agent, Cleartrust LLC of Lutz, Florida within Hillsborough County, Florida, which is named as a third party respondent to this lawsuit, since it involves shares of SEAFARER held under the name of TORRES.
9. SEAFARER is an artifact and treasure recovery Company, with its primary sites of operation being on the East Coast of Florida. Seafarer is regulated and permitted to conduct its activities by the State of Florida, the Army Corps of Engineers, the Department of Environmental Protection and other numerous other agencies for its diving and exploration operations. As well, as a reporting public company, SEAFARER is closely regulated by the Security and Exchange Commission, as well as the Florida Office of Historical, and the Bureau of Archaeological Research, to name a few. SEAFARER is the first commercial salvage
corporation in over twenty years to be granted not just one, but three exploration and other permits by the Florida Department of State’s Bureau of Archeological Research and is held in very high regard professionally by such authorities.
10. SEAFARER has its main operational office in Hillsborough County, Florida at all times material.
FACTS APPLICABLE TO COUNTS
11. SEAFARER is a publicly traded company, with over 4,000 shareholders, many of whom access the InvestorsHub bulletin board for postings seeking information about the Corporation. As a publicly traded company, SEAFARER must abide by the Securities Regulations including restrictions on sales of stock, restrictions on insiders and affiliates selling
shares, being truthful in press releases as to activities of the Corporation, restrictions on release of information, and a high standard of corporate behavior in all matters.
12. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
13. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
14. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
15. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
16. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
17. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
18. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
19. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
20 Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
21. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number
of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
22. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
23. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
24. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
25. All of the assurances and communications made by Torres were made, and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
26. All of the representations that Torres made as to his education were
completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
27. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
28. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
29. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
30. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
31. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he
had made about himself.
32. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to June 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
33. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
34. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
35. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
36. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
37. As such Seafarer made a demand via a civil theft letter to Torres, which was served upon him on or about 7 February, 2020. Such civil theft demand letter was made and served pursuant to Section 772.11, Florida Statutes.
38. Torres never responded to such civil demand letter for the monies and stock involved.
39. All such shares are on and maintained in book form under an account for Michael Torres at the transfer agent for Seafarer, at Cleartrust Transfer Agent and must be cancelled due to the fraud committed by Torres.
40. Torres is liable for any and all actual and consequential damages caused by his fraudulent actions.
COUNT I
FRAUD IN THE INDUCEMENT
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Libel Per Se. The Plaintiff further avers:
41. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through forty (40).
42. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
43. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
44. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
45. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
46. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
47. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
48. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
49. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only
by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
50. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
52. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
53. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
54. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
55. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
56. All of the assurances and communications made by Torres were made and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
57. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
58. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
59. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
60. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
61. As a matter of fact, upon a public information request, Seafarer was able to
ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
62. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he had made about himself.
63. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
64. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
65. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
66. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
67. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of fraud in the inducement under Florida law. The Plaintiff seeks compensatory and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT II
FRAUD
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Fraud. The Plaintiff further avers:
69. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through sixty-eight (69).
70. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
71. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
72. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
73. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
74. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
75. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
76. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
77. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
78. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
79. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
80. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
81. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
82. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
83. All of the assurances and communications made by Torres were made, and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
84. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
85. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
86. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
87. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
88. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
89. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he had made about himself.
90. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
91. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
92. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
93. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
94. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of fraud under Florida law. The Plaintiff seeks compensatory and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT III
CIVIL THEFT
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Civil Theft. The Plaintiff further avers:
95. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through ninety-four (94).
96. Throughout this count, which takes into inclusion the essential elements and facts previously cited, as well as the additional facts cited in this Civil Theft claim.
97. At all times material it was the intent of TORRES to gain the monies and the shares from SEAFARER, by weaving a depth of deceit from the beginning of the relationship. It was never his intent or within his ability to deliver the promised underwater search technology. It was the intent of TORRES from the beginning to wrongfully take the monies and shares from SEAFARER without production of any technology, which he intended to never deliver.
98, On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
99. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
100. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
101. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
102. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
103. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
104. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
105. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
106. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
107. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
108. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies he was developing that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about
January and February 2020.
109. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru. Such aspersions were made on Seafarer by the fraud of TORRES. Such mask was not found as he presented it and was not part of the treasure he represented it to be. This caused tremendous damage to SEAFARER, is management, directors and shareholders.
110. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
111. All of the assurances and communications made by Torres were made and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
112. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
113. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
114. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact, Duke University has no Aeronautical Engineering program.
115. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
116. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records. All of his representations were falsities.
117. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he
had made about himself.
118. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
119. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
120. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
121. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
122. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
123. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
124. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
125. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
126. As such Seafarer made a demand via a civil theft letter to Torres, which was served upon him on or about 7 February, 2020. Such civil theft demand letter was made and served pursuant to Section 772.11, Florida Statutes. Such notice is attached as Exhibit A to the complaint.
127. Torres never responded to such civil demand letter for the monies and stock involved.
128. All such shares are on and maintained in book form under an account for Michael Torres at the transfer agent for Seafarer, at Cleartrust, LLC as the Transfer Agent and must be cancelled due to the fraud committed by Torres.
129. Torres is liable for any and all actual and consequential damages caused by his fraudulent actions.
130. Under the civil theft statute, the Court has the ability to award triple times the compensatory damages that were
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of civil theft under Florida law. The Plaintiff seeks, statutory damages in three times the amount of compensatory damages and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT IV
FOR IMMEDIATE AND PERMANENT INJUNCTIVE RELIEF
The Plaintiff, SEAFARER, moves for an immediate injunction to freeze ownership and rights over the 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his fraudulent services. As such the Plaintiff moves for an immediate injunctive order to be issued to Cleartrust LLC the transfer agent for SEAFARER for the immediate freeze of the shares held under TORRES’s name before they enter the public market and cause material harm to the Market of SEAFARER shares and all stockholders in the Company.
131. SEAFARER hereby adopts all relevant facts from paragraphs one (1) through one hundred thirty (130) for purposes of such pleading for the entry of an immediate and permanent injunction over the shares currently held in book form entry at Cleartrust LLC.
NATURE OF THE IMMEDIATE CAUSE FOR AN IMMEDIATE INJUNCTION
132. This motion for the entry of an immediate injunction is based upon the common shares of SEAFARER, which are wrongfully held under the continued named ownership of TORRES.
133. Due to the nature of the acquisition of such shares, and the proof that SEAFARER offers in the form of the proof of facts involved and cited herein shows that such shares of common stock are not rightfully TORRES’s and as such must immediately be seized and frozen at the transfer agent until disposition of such shares.
134. Without the entry of an immediate injunction against TORRES there shall be Immediate and continued harm and damages to SEAFARER, including its 4,000 shareholders and their value of holdings of SEAFARER stock and the ability of the Corporation to continue operations. The market devaluation can not make the shareholders whole again who had made
market purchases.
CERTIFICATION OF COUNSEL AS TO NOTICE TO RESPONDENT/DEFENDANT
135. The Company through the below signed counsel has made notification
to the Respondent/Defendant, TORRES, but such notification of such request for return of such shares in the form of the civil theft demand for the return of such shares. The service of this injunction and complaint to both TORRES shall suffice for service of notice to the Defendant TORRES. The below signed counsel also certifies that there exists no reasonable expectation of TORRES to abide by any cease order and may attempt to free such shares, since they are currently held in restricted form. Such motion may be brought as an emergency motion for ex parte hearing and adjudication in order to attempt to avoid the prejudice to the Corporation and its shareholders.
THE INJURY COMPLAINED OF IS IMMINENT AND ONGOING
136. This Motion is being made as the shareholders are facing the inordinate prejudice of their Corporation continuing to lose public value due to the actions of TORRES if he were to have such shares unrestricted under Rule 144 or another exception, and place such shares into the public market place. Such actions would have an ongoing and are detrimental to the Company, and its shareholders from which they could not be remunerated, since any damages received by the Company from this case would not be able to be recovered by market shareholders.
137. The imminence of harm exists so that SEAFARER would suffer from TORRES gaining access to such value of shares, which have an approximate value of over $600,000 in today’s market.
NECESSITY OF BOND
138. Given the nature of the case, and the fact that there exists no prejudice or damage of any kind that the Respondent/Defendant TORRES could suffer through the suspension of his right to shares which are still under restriction and not sellable, no bond would be necessary. The Plaintiff would represent that there would be no requisite reason for the posting of any bond.
139. Because the phraseology of Rule 1.610 as to waivers of bond, if the Court finds that a Bond is necessary in this cause of action by the Plaintiff, then a de minimis bond would suffice, that the Court would allow Counsel for the Plaintiff to sign for as a signature bond with the Clerk’s Office for posting.
MEMORANDUM OF LAW
Because a temporary injunction, by its nature, is frequently sought and issued under hurried circumstances, Rule 1.610(b), Florida Rules of Civil Procedure, provides certain due process requirements which must be followed by the party seeking a temporary injunction without notice and by the trial court issuing such an injunction. These requirements seek to assure that "a court ... never issue an ex parte order without notice to defendants and without a hearing, unless an immediate threat of irreparable harm exists, which forecloses opportunity to
give reasonable notice...." Lieberman v. Marshall, 236 So.2d 120, 125 (Fla.1970).
Rule 1.610 (a)(1) specifies that a temporary injunction without notice may be granted only if (1) the affidavits or verified pleadings demonstrate that "immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition" and (2) "the movant's attorney certifies in writing any efforts that have been made to give notice and the reasons why notice should not be required." Moreover, rule 1.610(a)(2) provides that "[e]very temporary injunction granted without notice shall be endorsed with the date and hour of entry and shall . . . define the injury, state findings by the court why the injury may be irreparable, and give the reasons why the order was granted without notice if notice was
not given."
The threatened injury exists in a continuing and ongoing basis to all shareholders of the Corporation and the Corporations operations. The amount of proof that the Plaintiffs has presented is overwhelming as to the actions of the Defendant/Respondent as to his actions. The matters as set forth are overwhelming enough to cause substantiate there is enough proof for the Plaintiffs to prevail in this matter.
CONCLUSION AND PRAYER FOR INJUNCTIVE RELIEF
The continued holding of the restricted shares of SEAFARER by TORRES even if held in book form at Cleartrust, LLC in restricted form must be frozen by an immediate injunction to protect the market of SEAFARER. As such the immediate restriction of such shares at Cleartrust LLC, all of which shares are in restricted form and cannot be sold on the market, but must be protected until final dissolution of such shares and their cancellation. As such the Plaintiff, including the shareholders of the Corporation, move for this Court to enter an Order as to an immediate injunction which requires the following: That all such shares as held by Michael Torres in restricted form be held and frozen from any action until an order of cancellation occurs from a final order by the Court for his fraudulent activity which induced the issuance of the
shares to begin with as well as the monies which he defrauded from SEAFARER.
Plaintiff hereby demands trial with a jury on such matter.
Dated this 19th day of April 2020.
Respectfully submitted,
/s/ Craig A. Huffman
_______________________
Craig A. Huffman, Esquire
Florida Bar No. 116149
Securus Law Group
13046 Racetrack Road
Tampa, Florida 33626
Telephone (888) 914-4144
Facsimile (888) 783-4712
E-mail: craig@securuslawgroup.com
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION
SEAFARER EXPLORATION CORP.,
Plaintiff,
-vMICHAEL TORRES DIV:
Defendant.
CLEARTRUST, LLC
Third Party Respondent
COMPLAINT
The Plaintiff, SEAFARER EXPLORATION CORP., through the undersigned attorney, hereby files this Complaint for Fraud, Fraud in the Inducement, Civil Theft and for immediate and permanent injunctive relief against Defendant, MICHAEL TORRES, and other identifiers as
set forth herein. Such Complaint if verified by the Chief Executive Officer of the Company. The Plaintiff names CLEARTRUST, LLC, as its transfer agent, for purposes of response to any order of injunction.
The Plaintiff hereby avers the following:
JURISDICTION AND VENUE
1. This cause of action prays for an amount of damages in excess of the
jurisdictional amount of $15,000.00. Further, Plaintiff demands trial by jury.
2. The Defendant, MICHAEL TORRES (hereafter referred to as
“TORRES”) is a resident of Brevard County, Florida.
3. The Corporate Plaintiff, SEAFARER EXPLORATION CORP. (hereafter
referred to as “SEAFARER” or “SFRX”) is a Florida Company, with its place of business located in Hillsborough County with an address of 14497 N. Dale Mabry Highway, Suite 209 North, Tampa, Florida 33618.
4. The acts which are the subject of this Complaint, all communications, including meetings, and of the inducements and communications of representations by Torres were made to the Defendant to the Plaintiff Company in Hillsborough County, Florida. All remuneration,
including all cash payments made, and all stock issuances made by Plaintiff to Torres all occurred from within Hillsborough County, Florida.
5. This Court has venue over the cause of action in this Complaint since the matters in dispute are in excess of fifteen thousand dollars ($15,000.00)
6. Jurisdiction in this Court is appropriate since the Defendant is a resident of Florida, transacted business within Hillsborough County, Florida with the Plaintiff throughout the course of conduct complained of in this Complaint.
THE PARTIES
7. SEAFARER EXPLORATION CORP. is a Florida domiciled and operating
Corporation which is publicly traded Company, with its common stock registered for trading on the Over the Counter Bulletin Board (“OTCBB”) stock exchange of the New York Stock Exchange System with the stock symbol of “SFRX.”
8. SEAFARER has been a publicly traded company since June 2008, and has
over 4,000 shareholders across Florida and the United States. The shares of SEAFARER are distributed and held by their SEC qualified transfer agent, Cleartrust LLC of Lutz, Florida within Hillsborough County, Florida, which is named as a third party respondent to this lawsuit, since it involves shares of SEAFARER held under the name of TORRES.
9. SEAFARER is an artifact and treasure recovery Company, with its primary sites of operation being on the East Coast of Florida. Seafarer is regulated and permitted to conduct its activities by the State of Florida, the Army Corps of Engineers, the Department of Environmental Protection and other numerous other agencies for its diving and exploration operations. As well, as a reporting public company, SEAFARER is closely regulated by the Security and Exchange Commission, as well as the Florida Office of Historical, and the Bureau of Archaeological Research, to name a few. SEAFARER is the first commercial salvage
corporation in over twenty years to be granted not just one, but three exploration and other permits by the Florida Department of State’s Bureau of Archeological Research and is held in very high regard professionally by such authorities.
10. SEAFARER has its main operational office in Hillsborough County, Florida at all times material.
FACTS APPLICABLE TO COUNTS
11. SEAFARER is a publicly traded company, with over 4,000 shareholders, many of whom access the InvestorsHub bulletin board for postings seeking information about the Corporation. As a publicly traded company, SEAFARER must abide by the Securities Regulations including restrictions on sales of stock, restrictions on insiders and affiliates selling
shares, being truthful in press releases as to activities of the Corporation, restrictions on release of information, and a high standard of corporate behavior in all matters.
12. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
13. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
14. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
15. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
16. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
17. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
18. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
19. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
20 Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
21. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number
of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
22. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
23. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
24. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
25. All of the assurances and communications made by Torres were made, and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
26. All of the representations that Torres made as to his education were
completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
27. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
28. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
29. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
30. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
31. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he
had made about himself.
32. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to June 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
33. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
34. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
35. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
36. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
37. As such Seafarer made a demand via a civil theft letter to Torres, which was served upon him on or about 7 February, 2020. Such civil theft demand letter was made and served pursuant to Section 772.11, Florida Statutes.
38. Torres never responded to such civil demand letter for the monies and stock involved.
39. All such shares are on and maintained in book form under an account for Michael Torres at the transfer agent for Seafarer, at Cleartrust Transfer Agent and must be cancelled due to the fraud committed by Torres.
40. Torres is liable for any and all actual and consequential damages caused by his fraudulent actions.
COUNT I
FRAUD IN THE INDUCEMENT
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Libel Per Se. The Plaintiff further avers:
41. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through forty (40).
42. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
43. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
44. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
45. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
46. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
47. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
48. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
49. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only
by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
50. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
52. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
53. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
54. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
55. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
56. All of the assurances and communications made by Torres were made and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
57. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
58. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
59. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
60. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
61. As a matter of fact, upon a public information request, Seafarer was able to
ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
62. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he had made about himself.
63. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
64. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
65. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
66. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
67. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of fraud in the inducement under Florida law. The Plaintiff seeks compensatory and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT II
FRAUD
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Fraud. The Plaintiff further avers:
69. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through sixty-eight (69).
70. On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
71. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
72. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
73. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
74. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
75. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
76. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
77. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
78. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
79. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
80. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about January and February 2020.
81. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru.
82. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
83. All of the assurances and communications made by Torres were made, and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
84. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
85. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
86. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact Duke University has no Aeronautical Engineering program.
87. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
88. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records.
89. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he had made about himself.
90. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
91. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
92. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
93. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
94. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of fraud under Florida law. The Plaintiff seeks compensatory and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT III
CIVIL THEFT
The Plaintiff, SEAFARER EXPLORATION CORP., hereby sues the Defendant,
MICHAEL TORRES in a Count of Civil Theft. The Plaintiff further avers:
95. SEAFARER hereby adopts for purposes of pleading this count, the above paragraphs one (1) through ninety-four (94).
96. Throughout this count, which takes into inclusion the essential elements and facts previously cited, as well as the additional facts cited in this Civil Theft claim.
97. At all times material it was the intent of TORRES to gain the monies and the shares from SEAFARER, by weaving a depth of deceit from the beginning of the relationship. It was never his intent or within his ability to deliver the promised underwater search technology. It was the intent of TORRES from the beginning to wrongfully take the monies and shares from SEAFARER without production of any technology, which he intended to never deliver.
98, On or about February 2018, TORRES introduced himself to Seafarer,
representing, among many things, that he had formal higher education including that he had achieved a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
99. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina.
100. Further, Torres represented to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008.
101. Torres included in his representation to all of Seafarer that he had deployed to Afghanistan on two tours with the Military.
102. Torres made further falsities continued where represented, as to your military service, that you were involved in the ESI/C-17 Program Office, from Robbinsville, Georgia doing in depth technical work. As well Torres stated to all involved with Seafarer that he met, that Torres had been awarded numerous military awards, including the Purple Heart for injury during combat operations, and numerous others.
103. Torres represented that he worked with BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres presented in his resume that he had before then been involved with Massachusetts Institute of Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts from December 2014 through March 2017 as a “Project Engineer/ Adjunct Instructor.”
104. Torres resume spoke volumes of the representations in addition to these matters, all of which he repeated to the management, directors, advisors and shareholders. Which include classified projects that he chose not to name interestingly but did state that he was involved in
such being involved with DRS-Intelligence & Avionic Solutions Dayton Ohio /Boston MA during the period of May 2007, through April 2010.
105. Torres promised to Seafarer was that he was going to develop a undersurface search instrument based on a combination of technologies based on magnetic resonance that would be able to scan under the surface of the ocean floor to be able to identify objects not only by density, but by type of materials. At all times material Torres maintained that he had the ability to develop such technology, which would be groundbreaking.
106. Torres made public representations both in the press and to groups of shareholders and management that he was able to make such technology which would enable Seafarer to search and find any treasure on suspected sites, be it silver coins, gold coins, jewelry, bullion or other valuable materials that would have been transported via colonial era Spanish, British, French, or other commercial vessels which wrecks along the Florida coast line.
107. Seafarer have for a period of ten years been actively working sites as permitted by the Florida Department of Historical Resources, under the Bureau of Archaeological Resources under numerous permits granted under heavily regulated applications and oversight for a number of placements of suspected wreck sites. All of the work being done by Seafarer was done using millions of invested dollars, all of which were from individual investors, who operated on the belief that what Seafarer represented to its investors and the public was the truth.
108. On numerous occasions, Torres made public announcements, including in February 2019, about the abilities of his supposed technologies he was developing that would work to find objects under the surface of the ocean floor. Such was said in public interviews broadcast on internet interviews, in press releases and in person presentations on or about
January and February 2020.
109. On or about January 2019, Torres, publicly faked the finding of what he termed to be an ancient burial mask found off Melbourne Beach, Florida, one of Seafarer’s suspected treasure sites. He was even interviewed on numerous television and newspaper articles representing that the mask was part of an ancient burial mask from Peru. Such aspersions were made on Seafarer by the fraud of TORRES. Such mask was not found as he presented it and was not part of the treasure he represented it to be. This caused tremendous damage to SEAFARER, is management, directors and shareholders.
110. In all of the interviews and presentations that Torres made, he represented himself to be have a doctorate and was a veteran.
111. All of the assurances and communications made by Torres were made and were completely relied upon by the management of Seafarer, the shareholders, the investing public and consultants for Seafarer.
112. All of the representations that Torres made as to his education were completely false. He had no doctorate in any subject. He had not worked for BAE Systems Inc. Electronic Warfare Systems Endicott, NY from the period of April 2010 through November 2014, as a systems engineer. As well Torres had never been involved with Massachusetts Institute of
Technology at the Charles Stark Draper Laboratories in Cambridge Massachusetts in the role that he stated.
113. Torres never received a Bachelors in Science in Electrical Engineering, from The Citadel, in Charleston, SC.
114. As well Torres presented a resume to Seafarer that he had a PhD earned in Aeronautical Engineering, Duke University in Durham, North Carolina. He never earned such a degree. As a matter of fact, Duke University has no Aeronautical Engineering program.
115. Further, Torres representations to Seafarer, its board of directors, consultants, and advisors, as well as shareholders on many occasions, including in his resume, that he was a veteran of the United States Military, representing that Torres was a military intelligence
specialist with the United States Army, in Military Occupation Specialty 35G, being a Geospace Imagery Intelligence Analyst, for the period of 2003 through 2008 was false.
116. As a matter of fact, upon a public information request, Seafarer was able to ascertain through the National Personnel Military Records Center, that Torres was disenrolled from Air Force ROTC within two years of enrollment for failure to maintain military standards, and having a GPA of 1.2 at the Citadel. Torres had no other military career or involvement at all according to such records. All of his representations were falsities.
117. All of Torres’s representations of military experience were false. All of his representations of education were false as well. Torres completely misled all of Seafarer, its management, its directors, shareholders and the public about every material representation he
had made about himself.
118. During the time that Torres was an advisor to Seafarer, from February 16, 2018 to April 26, 2019 he was paid a total amount of which includes the $96,583.00 in payments for compensation and an amount of $6,986.50 in expenses that Torres charged to the Company.
119. As well during the time period of his being a consultant for the technologies he was supposed to be developing, Torres was also issued 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his services.
120. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
121. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
122. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
123. Torres never had any technology being developed in any fashion that he represented would do the searching and finding of artifacts as he presented it.
124. Torres made all such representations in order to mislead Seafarer to gain the monies paid and the shares issued.
125. Seafarer, through its management, board of directors and advisors, reasonably relied upon the misrepresentations that were made by himself, his resume and his writings about what he was going to do for Seafarer.
126. As such Seafarer made a demand via a civil theft letter to Torres, which was served upon him on or about 7 February, 2020. Such civil theft demand letter was made and served pursuant to Section 772.11, Florida Statutes. Such notice is attached as Exhibit A to the complaint.
127. Torres never responded to such civil demand letter for the monies and stock involved.
128. All such shares are on and maintained in book form under an account for Michael Torres at the transfer agent for Seafarer, at Cleartrust, LLC as the Transfer Agent and must be cancelled due to the fraud committed by Torres.
129. Torres is liable for any and all actual and consequential damages caused by his fraudulent actions.
130. Under the civil theft statute, the Court has the ability to award triple times the compensatory damages that were
WHEREFORE the Plaintiff, SEAFARER EXPLORATION CORP., sues the
Defendant, MICHAEL TORRES in a count of civil theft under Florida law. The Plaintiff seeks, statutory damages in three times the amount of compensatory damages and special damages, including a reservation of rights for punitive damages to be sought in this cause of action.
COUNT IV
FOR IMMEDIATE AND PERMANENT INJUNCTIVE RELIEF
The Plaintiff, SEAFARER, moves for an immediate injunction to freeze ownership and rights over the 61,183,645 shares of common stock Torres was issued from Seafarer under the promises of his fraudulent past and what he offered for his fraudulent services. As such the Plaintiff moves for an immediate injunctive order to be issued to Cleartrust LLC the transfer agent for SEAFARER for the immediate freeze of the shares held under TORRES’s name before they enter the public market and cause material harm to the Market of SEAFARER shares and all stockholders in the Company.
131. SEAFARER hereby adopts all relevant facts from paragraphs one (1) through one hundred thirty (130) for purposes of such pleading for the entry of an immediate and permanent injunction over the shares currently held in book form entry at Cleartrust LLC.
NATURE OF THE IMMEDIATE CAUSE FOR AN IMMEDIATE INJUNCTION
132. This motion for the entry of an immediate injunction is based upon the common shares of SEAFARER, which are wrongfully held under the continued named ownership of TORRES.
133. Due to the nature of the acquisition of such shares, and the proof that SEAFARER offers in the form of the proof of facts involved and cited herein shows that such shares of common stock are not rightfully TORRES’s and as such must immediately be seized and frozen at the transfer agent until disposition of such shares.
134. Without the entry of an immediate injunction against TORRES there shall be Immediate and continued harm and damages to SEAFARER, including its 4,000 shareholders and their value of holdings of SEAFARER stock and the ability of the Corporation to continue operations. The market devaluation can not make the shareholders whole again who had made
market purchases.
CERTIFICATION OF COUNSEL AS TO NOTICE TO RESPONDENT/DEFENDANT
135. The Company through the below signed counsel has made notification
to the Respondent/Defendant, TORRES, but such notification of such request for return of such shares in the form of the civil theft demand for the return of such shares. The service of this injunction and complaint to both TORRES shall suffice for service of notice to the Defendant TORRES. The below signed counsel also certifies that there exists no reasonable expectation of TORRES to abide by any cease order and may attempt to free such shares, since they are currently held in restricted form. Such motion may be brought as an emergency motion for ex parte hearing and adjudication in order to attempt to avoid the prejudice to the Corporation and its shareholders.
THE INJURY COMPLAINED OF IS IMMINENT AND ONGOING
136. This Motion is being made as the shareholders are facing the inordinate prejudice of their Corporation continuing to lose public value due to the actions of TORRES if he were to have such shares unrestricted under Rule 144 or another exception, and place such shares into the public market place. Such actions would have an ongoing and are detrimental to the Company, and its shareholders from which they could not be remunerated, since any damages received by the Company from this case would not be able to be recovered by market shareholders.
137. The imminence of harm exists so that SEAFARER would suffer from TORRES gaining access to such value of shares, which have an approximate value of over $600,000 in today’s market.
NECESSITY OF BOND
138. Given the nature of the case, and the fact that there exists no prejudice or damage of any kind that the Respondent/Defendant TORRES could suffer through the suspension of his right to shares which are still under restriction and not sellable, no bond would be necessary. The Plaintiff would represent that there would be no requisite reason for the posting of any bond.
139. Because the phraseology of Rule 1.610 as to waivers of bond, if the Court finds that a Bond is necessary in this cause of action by the Plaintiff, then a de minimis bond would suffice, that the Court would allow Counsel for the Plaintiff to sign for as a signature bond with the Clerk’s Office for posting.
MEMORANDUM OF LAW
Because a temporary injunction, by its nature, is frequently sought and issued under hurried circumstances, Rule 1.610(b), Florida Rules of Civil Procedure, provides certain due process requirements which must be followed by the party seeking a temporary injunction without notice and by the trial court issuing such an injunction. These requirements seek to assure that "a court ... never issue
give reasonable notice...." Lieberman v. Marshall, 236 So.2d 120, 125 (Fla.1970).
Rule 1.610 (a)(1) specifies that a temporary injunction without notice may be granted only if (1) the affidavits or verified pleadings demonstrate that "immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition" and (2) "the movant's attorney certifies in writing any efforts that have been made to give notice and the reasons why notice should not be required." Moreover, rule 1.610(a)(2) provides that "[e]very temporary injunction granted without notice shall be endorsed with the date and hour of entry and shall . . . define the injury, state findings by the court why the injury may be irreparable, and give the reasons why the order was granted without notice if notice was
not given."
The threatened injury exists in a continuing and ongoing basis to all shareholders of the Corporation and the Corporations operations. The amount of proof that the Plaintiffs has presented is overwhelming as to the actions of the Defendant/Respondent as to his actions. The matters as set forth are overwhelming enough to cause substantiate there is enough proof for the Plaintiffs to prevail in this matter.
CONCLUSION AND PRAYER FOR INJUNCTIVE RELIEF
The continued holding of the restricted shares of SEAFARER by TORRES even if held in book form at Cleartrust, LLC in restricted form must be frozen by an immediate injunction to protect the market of SEAFARER. As such the immediate restriction of such shares at Cleartrust LLC, all of which shares are in restricted form and cannot be sold on the market, but must be protected until final dissolution of such shares and their cancellation. As such the Plaintiff, including the shareholders of the Corporation, move for this Court to enter an Order as to an immediate injunction which requires the following: That all such shares as held by Michael Torres in restricted form be held and frozen from any action until an order of cancellation occurs from a final order by the Court for his fraudulent activity which induced the issuance of the
shares to begin with as well as the monies which he defrauded from SEAFARER.
Plaintiff hereby demands trial with a jury on such matter.
Dated this 19th day of April 2020.
Respectfully submitted,
/s/ Craig A. Huffman
_______________________
Craig A. Huffman, Esquire
Florida Bar No. 116149
Securus Law Group
13046 Racetrack Road
Tampa, Florida 33626
Telephone (888) 914-4144
Facsimile (888) 783-4712
E-mail: craig@securuslawgroup.com
