EXPL Endurance Exploration Group Inc (CE)

INFORMATION STATEMENT

IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

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15500 Roosevelt Blvd., Suite 301

Clearwater, Florida 33760

Information Statement Regarding Action to Be Taken By

Written Consent of Stockholders Holding a Majority of Our Voting Stock

In Lieu of a Special Meeting

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED TO NOT SEND US A PROXY.

GENERAL INFORMATION

This Information Statement is being furnished to provide notice to the stockholders of Endurance Exploration Group, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”) that the holders of a majority of our outstanding voting stock (collectively, the “Majority Stockholders”) by written consent voted to re-elect all five (5) of the Corporation’s Directors to the Company’s Board of Directors (the “Corporate Action”).

The Board of Directors has fixed June 15, 2018 as the record date for determining those of our stockholders entitled to receive this information statement. Since the Corporate Action has been approved by the holders of a majority of our outstanding voting stock, no proxies are being solicited.

This Information Statement is first being mailed on or about June 25, 2018 to our stockholders and is being delivered to inform you of the corporate actions described herein in accordance with Section 78.320 of the Nevada Revised Statutes and Rule 14c-2 of the Securities Exchange Act of 1934.  Pursuant to Rule 14c-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, the corporate actions described herein cannot be taken or become effective until at least twenty (20) days after the date this Information Statement is mailed to the Company’s stockholders.

The Board of Directors is not soliciting your proxy or vote in connection with the ratification, adoption or approval of the Corporate Action and proxies and votes are not being requested from stockholders. This Information Statement, which is being provided to all holders of record of the Company’s Common Stock, as of the Record Date, is first being sent or given to our stockholders on or about June 25, 2018.

The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

As the holders of a majority of our outstanding voting stock have already approved the Corporate Action by written consent, the Company is not seeking approval for the Corporate Action from any of the Company’s other stockholders, and the Company’s other stockholders will not be given an opportunity to vote on the Corporate Action. All necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing advance notice to the Company’s stockholders of the Corporate Action as required by the Exchange Act. Under the Nevada Revised Statutes, stockholder actions may be taken by written consent without a meeting of stockholders.  The written consent of the holders of a majority of our outstanding voting stock is sufficient to approve and adopt the Corporate Action.

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QUESTIONS AND ANSWERS ABOUT THE ACTIONS

Q.           Why did I receive this Information Statement?

A.           Applicable laws require us to provide you information regarding the Actions even though your vote is neither required nor requested for the Corporate Action to become effective.

Q.           What will I receive if the Corporate Action becomes effective?

A.           Nothing. The Corporate Action will become effective with no further notice or information to the stockholders regarding the Corporate Action other than as required in the Company’s periodic filings with the SEC.

Q.           When do you expect the Corporate Action to become effective?

A.           The Corporate Action will become effective twenty (20) calendar days after this Information Statement is first sent or given to our stockholders, currently anticipated to be on or about July 16, 2018.

Q.           Why am I not being asked to vote?

A.           The Majority Stockholders have already ratified, approved or adopted the Corporate Action pursuant to written consents in lieu of a special meeting of stockholders.  Such ratification, approval or adoption is sufficient under Nevada law, and no further approval by the Company’s stockholders is required to effect the Corporate Action.

Q.           What do I need to do now?

A.           Nothing. This Information Statement is purely for your information and does not require or request you to do anything.

Q.           Whom can I call with questions?

A.           If you have any questions about the Corporate Action, please contact Christine Zitman at (727) 533-5555.

VOTE REQUIRED

As of the Record Date, there were 43,410,324 shares of Common Stock issued and outstanding.  Each share of Common Stock entitles its holder to one vote per share on all matters requiring stockholder approval.  The aggregate amount of available votes, therefore, is 43,410,324.  A detailed description of the Company’s capital stock is provided in this Information Statement below. As of the Record Date, the Majority Stockholders consenting to the Corporate Action held an aggregate of 33,109,831 shares of the Company’s outstanding voting stock equal to approximately 76.27% of the number of then outstanding votes that could have been given by the holders of all of the Company’s voting stock.

DESCRIPTION OF COMPANY’S CAPITAL STOCK

Common Stock

We are authorized to issue (i) 100,000,000 shares of Common Stock with a par value of $.01, and (ii) 10,000,000 shares of Preferred Stock, par value $.001, of which 43,410,324 shares are issued and outstanding as of the Record Date. Each holder of our shares of our Common Stock is entitled to one (1) vote per share on all matters to be voted upon by the stockholders, including the election of Directors. The holders of shares of Common Stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.

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EXPECTED DATE FOR EFFECTING THE CORPORATE ACTION

Under Section 14(c) of the Exchange Act and Rule 14c-2(b) promulgated thereunder, the Corporate Action cannot be taken until at least twenty (20 days) after the date that this Information Statement is sent to the Company’s stockholders.  It is anticipated that this Information Statement will be mailed on or about June 25, 2018 (the “Mailing Date”) to the stockholders of the Company.  The Company expects the Corporate Action will be effective without further action 20 days after the Mailing Date, on or after July 16, 2018.

APPROVAL OF CORPORATE ACTION

The Majority Stockholders have, by written consent, approved the Corporate Action, which will elect the members of the Board of Directors for a term of one (1) year.  Additional information concerning each part of the Corporate Action is provided below in this Information Statement.

BOARD OF DIRECTORS

Each of the following Directors set forth in the table below served as a Director of the Company during the past fiscal year.  All directors are being s re-elected to the Board for a term of one (1) year pursuant to the Corporate Action. Our current Executive Officers and Directors and their ages are as follows:

Background of Executive Officers and Directors

Micah Eldred was appointed as Director, President, Chief Executive Officer, Secretary, Chief Financial Officer, and Treasurer on February 7, 2011.  Mr. Eldred stepped down as Secretary, Chief Financial Officer and Treasurer in January 2013, when Christine Zitman was appointed to those positions.  Mr. Eldred was appointed as Chairman of the Board in January 2013.   Mr. Eldred has served as Chief Executive Officer (“CEO”) of Endeavour Cooperative Partners, LLC, and its subsidiaries, Spartan Securities Group, Ltd., Island Capital Management, LLC, and Endeavour Insurance Partners, LLC, for over ten years. Island Stock Transfer, a division of Island Capital Management LLC, is our transfer agent. Mr. Eldred holds NASD series 24, 66, and 7 securities licenses and performs retail, investment banking and new listing services functions for Spartan. Mr. Eldred was a co-founder of Endurance Exploration Group, LLC.

Carl Dilley has served as a Director since January 2013, and was appointed as Vice President in January 2013. Mr. Dilley has served as president of Island Stock Transfer, a division of Island Capital Management, LLC, from 2003 to present and acts as senior executive officer responsible for oversight of day to day operations and is actively involved in the sales and marketing process. Island Stock Transfer is our transfer agent.    He is also an employee of Spartan Securities Group and holds NASD series 24, 66, and 7 securities licenses and performs retail, investment banking and new listing services functions for Spartan. He is also president of Vacation Travel Corp, which operates an on-line travel agency and tour operations situated in Costa Rica and Panama.  Carl Dilley was a co-founder of Endurance Exploration Group, LLC.

Christine Zitman has served as a Director, our Chief Financial Officer and Secretary/Treasurer since January 2013. Ms. Zitman has served as Chief Financial Officer of Endeavour Cooperative Partners, LLC and its subsidiaries since joining the company in March of 2006. Ms. Zitman is responsible for oversight of day-to-day financial operations including but not limited to providing timely, accurate, and compliant financial data.  She is responsible for all financial reporting functions of Endeavour and its subsidiaries. She is also involved in the marketing process to increase our client base for the various companies. Ms. Zitman received a Bachelor of Science in Accounting from St Francis College, in New York City, in 1994.

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Steve Saint Amour has served as a Director since January 2014.  He has been involved in the subsea industry for over twenty-eight years and is recognized as an authority in the field of aviation and marine casualty investigations. He is an active member of the International Society of Air Safety Investigators (ISASI) and the Society of Naval Architects and Marine Engineers (SNAME) and routinely writes articles and conducts seminars on behalf of these and other professional organizations.

In 2009, Mr. Saint Amour and his wife, Joan Saint Amour co-founded Eclipse Group Inc. (EGI).  EGI is a marine operations service provider based in Annapolis, Maryland and provides turnkey subsea technical solutions to both commercial and government customers worldwide. EGI holds several multi-year contracts and subcontracts with the U.S. Navy, National Oceanographic Atmospheric Agency (NOAA) and several international commercial companies based both in the U.S. and abroad.  

Mr. Saint Amour was tasked with establishing Phoenix International’s deep-water ROV division whose accomplishments were instrumental in Phoenix award of the U.S. Navy’s worldwide search and recovery contract in 2001.

In 1999, Mr. Saint Amour accepted the position of Remote Operated Vehicle (ROV) Operations and Sales Manager at Phoenix International, Inc., an underwater services company based in Crystal City, Virginia.  While at Phoenix, Mr. Saint Amour initiated, and managed the design, engineering, build and operation of nine ROV systems including Phoenix’s Remora, Medusa and XBot ROV systems. These systems routinely conducted operations worldwide for search and recovery, telecommunications, oil and gas, science and film projects.  These systems were built to operate in 6,000 meters water depth and have attained an impressive track record of high profile operations over the last eleven years.

Mr. Saint Amour’s group at Phoenix was called upon to create innovative ROV systems for unique applications including feature film projects. The Medusa and XBot ROVs have been seen in several IMAX documentaries and TV specials. Examples include:

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“Ghosts of the Abyss” produced by IMAX and directed by James Cameron.

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“Last Mysteries of the Titanic” produced by Discovery Channel and directed by James Cameron.

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“Search for the USS Indianapolis” produced by Discovery Channel.

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“USS Monitor” produced by the History Channel.

Mr. Saint Amour has worked in virtually every aspect of the subsea industry as a commercial diver, ROV technician, pilot and project manager for various major diving and ROV service providers including Taylor Diving, Subsea, Inc. Sonsub, Inc. Eastport International, Inc. and Oceaneering Technologies, a division of Oceaneering International, Inc.

Ermanno P. Santilli has been the Chief Executive Officer of MagneGas Corporation since June 15, 2012 and served as its Interim President between June 10, 2013 and April 19, 2016. Mr. Santilli served as an Executive Vice President of International Relations at MagneGas Corporation between March 2009 and June 15, 2012. Mr. Santilli oversees all international business development, including customer acquisition, marketing, public relations, contract negotiation and distributor relationship management. Mr. Santilli was employed by Ingersoll Rang Company from March 2008 to April 2009, he served as Vice President of Climate Control Business, Global Rail and Aftermarket. He managed sales, business development, product management, and warehousing and dealer development of new business and rail markets in Australia and India. From March 2006 to February 2008, Mr. Santilli served as Vice-President of Climate Control Aftermarket EMEA at Ingersoll Rand Company. He was responsible for business development, product management, warehousing, procurement, engineering, and dealer development with indirect sales. From December 2003 to February 2006, Mr. Santilli served as Vice-President of Customer Relations for Climate Control EMEA at Ingersoll Rand Company. He has operation responsibility for customer satisfaction for customers with total sales aggregating over 1 billion dollars. He served as the Chairman of the Board at MagneGas Corporation and has been its Director since June 21, 2012. Mr. Santilli earned an MBA from Indiana University in 2007 and a B.S. degree in Operations and Strategic Management from Boston College in 1991. Current appointments: CEO & President MagneGas Corp (NASDAQ: MNGA), Executive Advisor QFactory33, Board Advisor Guardian Angels Catholic School and Board Advisor Posimoto Changing Faces.

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Term of Office

Our directors are elected for one-year terms to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our bylaws.

Family Relationships

There are no family relationships between or among the Directors, Executive Officers or persons nominated or chosen by us to become Directors or Executive Officers.

Significant Employees

We have no significant employees other than our Officers.

Director or Officer Involvement in Certain Legal Proceedings

During the past five (5) years, none of the following occurred with respect to one of our present or former Directors or Executive Officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Independence of the Board of Directors

We have chosen to apply the listing standards of the Nasdaq Global Market (“Nasdaq”) in determining the independence of our directors. The Board consults with counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NASDAQ, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director and nominee for director, or any of his family members, and us, our senior management and our independent registered public accounting firm, the Board affirmatively has determined that we have no Independent Directors.

Meetings of the Board of Directors

The Board held one meeting during the last fiscal year.

Nomination Process

Regulation S-K, Rule 407

We do not have a nominating committee or nominating committee charter.  Our directors perform the functions associated with a nominating committee.  We have decided to not have a nominating committee, considering the nature of our operations.

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Director Nomination Procedures

Nominees for directors are identified and suggested by the members of our Board of Directors.  Our Board of Directors has not retained any executive search firms or other third parties to identify or evaluate director candidates and does not intend to do so in the near future.  In selecting a nominee for director, our Board of Directors considers the following criteria:

1.

Whether the nominee has the personal attributes for successful service on our Board of Directors, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to our affairs;

2.

Whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

3.

Whether the nominee, because of particular experience, technical expertise or specialized skills, or contacts relevant to our current or future business, will add specific value as a member of our Board of Directors; and

4.

Whether there are any other factors related to the ability and willingness of a nominee to serve, or an existing member of our Board of Directors to continue his or her service.

Our Board of Directors has not established any specific minimum qualifications that a candidate for director must satisfy to be recommended for membership on our Board of Directors.  Rather, our Board of Directors evaluates the combination of skills and experience that a particular candidate offers, considers how that candidate satisfies the current expectations of our Board of Directors with respect to each such criterion and makes a determination regarding whether that candidate should be recommended to the stockholders for election as a director.  During our fiscal year ended December 31, 2017, we received no recommendation for directors from our stockholders.

We will consider for inclusion in our nominations of our Board of Directors nominees proposed by stockholders who hold at least 5% of our issued and outstanding voting securities.  Board of Directors candidates referred by such stockholders will be considered on the same basis as Board of Directors candidates referred from other sources.  

Those persons affiliated with ARI who will become members of our Board of Directors after the consummation of the Merger have satisfied the members of our Board of Directors that those persons satisfy the criteria specified above.

Stockholder Communications with the Board of Directors

We have implemented a process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Secretary, 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760. All communications will be compiled by our Secretary and submitted to the Board or the individual directors on a periodic basis. All communications directed to the Audit Committee that relate to questionable accounting or auditing matters involving us will be forwarded directly to the Audit Committee.

Information Regarding the Committees of our Board of Directors

At present, the Board of Directors has not established any standing committees. The full Board of Directors performs the duties of the Audit Committee, reviewing all audit and non-audit related fees at least annually.

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