10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:                                     March 31, 2017                                     

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                                                      to                                                                     

Commission File Number:                                 000-49901                              

OMNI SHRIMP, INC.

(Exact name of registrant as specified in its charter)

Nevada	87-0646435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
13613 Gulf Boulevard, Madeira Beach FL	33738
(Address of principal executive offices)	(Zip Code)

727-398-2692

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

Indicate by checkmark if the registrant has submitted electronically and posted on its Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒   No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,153,501 as of May 11, 2017

Table of Contents

PART I-FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Consolidated Balance Sheets (Unaudited) as of March 31, 2017 and December 31, 2016	3
		Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2017 and 2016	4
		Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2017 and 2016	5
		Notes to Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Forward-Looking Statements	21
	Item 4.	Controls and Procedures	24
PART II-OTHER INFORMATION
	Item 1.	Legal Proceedings	25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
	Item 3.	Defaults Upon Senior Securities	25
	Item 4.	Mine Safety Disclosures	25
	Item 5.	Other Information	25
	Item 6.	Exhibits	26
SIGNATURES			27

2

Item 1.  Financial Statements

OMNI SHRIMP, INC. (FORMERLY NATURALNANO, INC.)

CONSOLIDATED BALANCE SHEETS

 (Unaudited)

	March 31, 2017			December 31, 2016
ASSETS
CURRENT ASSETS:
Cash	$	133,534		$	200,107
Accounts Receivable		303,110			156,650
Inventory		447,900			119,813
Prepaid and Other		2,389			2,309
Total Current Assets		886,933			478,879
NON-CURRENT ASSETS
Property and Equipment, net		797			797
Total Non-current assets		797			797
Total Assets	$	887,730		$	479,676
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts Payable	$	159,661			148,847
Accrued Expenses		456,314			362,356
Accrued Interest		169,198			134,279
Accrued Dividend Payable on  Series E Preferred		38,397			26,099
Convertible Notes Payable, face value of $2,102,665 and $1,968,600, net of discount of $990,938 and $1,233,602, at March 31, 2017 and December 31, 2016, respectively		1,111,727			734,998
Advances from Related party		461,463			127,148
Due to Related Party		221,743			221,743
Derivative liability		3,131,243			2,165,891
Total Current Liabilities		5,749,747			3,921,362
STOCKHOLDERS’ DEFICIENCY:
Preferred Series E, 28,500 and 28,500 shares outstanding at March 31, 2017 and December 31, 2016, respectively, par value $.001 per share, face value $35 per share		29			29
Common stock at $0.001 par value: 800,000,000 shares authorized;
5,803,162 and 3,854,185 shares issued and outstanding at March 31, 2017
and December 31, 2016, respectively		5,803			3,854
Dividends due to Series E Preferred Holders		(38,397	)		(26,099	)
Additional paid-in capital		102,722			14,864
Accumulated deficit		(4,932,174	)		(3,434,334	)
Total Stockholders’ Deficiency		(4,862,017	)		(3,441,686	)
Total Liabilities and Stockholders’ Deficiency	$	887,730		$	479,676

See notes to consolidated financial statements 

3

OMNI SHRIMP, INC. (FORMERLY NATURALNANO, INC.) 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months			Three months
	Ended			Ended
	March 31, 2017			March 31, 2016
INCOME:
Revenue	$	773,346		$	634,215
Cost of Goods Sold		679,708			545,496
Gross Profit		93,636			88,719
OPERATING EXPENSES:
Compensation Expense		90,000			—
Professional Fees		39,416			—
Consulting Services		74,673			—
Transportation, Storage and Broker Fees		40,603			21,399
General and Administrative Expenses		14,591			342
Sales and Marketing		3,213			2,134
Total operating expenses		262,496			23,875
GAIN (LOSS) FROM OPERATIONS		(168,858	)		64,844
OTHER INCOME (EXPENSE):
Interest expense		(434,471	)		—
Loss on Conversion of debt		(62,060	)		—
Gain on change in derivative liability		(832,452	)		—
Other income (expense), net		(1,328,983	)		—
Loss before income tax provision		(1,497,840	)		64,844
Income tax provision		—			—
NET(LOSS) OMNI SHRIMP INC		(1,497,840	)		64,844
Accrued dividends to Preferred Stockholders		(12,298	)
Net Loss applicable to common shareholders	$	(1,510,138	)	$	64,844
Basic Earnings; Gain (loss) per share	$	(0.29	)	$	216.15
Diluted Earnings: Gain (loss) per share	$	(0.02	)	$	216.15
Weighted average common shares outstanding
- Basic		5,078,524			300
- Diluted		101,570,490			300

See notes to consolidated financial statements

4

OMNI SHRIMP, INC. (FORMERLY NATURALNANO, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 

	For the three months ended March 31, 2017			For the three months ended March 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(1,497,840	)	$	64,844
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on Conversion of debt		62,060			—
Gain on change in derivative liability		832,452			—
Amortization of Convertible note discount		384,664			—
Accrued interest included on conversions of debt		10,713			—
Changes in operating assets and liabilities:
Accounts Receivable		(146,460	)		(231,179	)
Inventory		(328,086	)		(164,562	)
Prepaid and Other		(80	)		—
Accounts Payable and Accrued Expenses		104,773			244,811
Accrued Interest		34,918
NET CASH USED IN OPERATING ACTIVITIES		(542,888	)		(86,085	)
CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH FROM IN INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash					—
Increase in advances from Related party		334,315			—
Increase in due to Related party					90,743
Issuance of convertible debt for cash		82,000			—
Issuance of Consulting Notes		60,000			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		476,315			90,743
NET CHANGE IN CASH		(66,573	)		4,658
Cash at beginning of period		200,107			—
Cash at end of period	$	133,534			4,658
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	—			—
Cash paid during the period for income taxes	$	—			—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for settlement of convertible debentures and accrued interest	$	18,648			—
Notes issued for Consulting services	$	60,000			—

See notes to consolidated financial statements

5

Omni Shrimp, Inc. (formerly NaturalNano, Inc.)

March 31, 2017

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The consolidated financial statements include the following: 1) Balance sheets as of March 31, 2017 and December 31, 2016; 2) Statements of Operations for the three months ended March 31, 2017 and March 31, 2016; and 3) Statement of Cash Flows for the three months ended March 31, 2017 and March 31, 2016. They are unaudited. However, in the opinion of management of the Company, these consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies.  Accordingly, these consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017.

Liquidity and Going Concern

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the three month period ending March 31, 2017 of approximately ($1,498,000) and had negative working capital and stockholders’ deficiency of approximately $4,860,000 at March 31, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.

Basis of Consolidation  

The consolidated financial statements include assumed former liabilities of our former parent company, NaturalNano, Inc., a Nevada corporation, and Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Accounting for Reverse Capitalization

The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Manual (“SEC Manual”) for the acquisition of Omni Shrimp, Inc. (“Omni”) (See Material Definitive Agreement below.) For both accounting purposes, Omni Shrimp, Inc. (“Omni”) has been deemed the acquiring entity due to the fact that the owners of Omni have effective voting and operating control of the combined company. The Company believes it was not a shell company.

6

On July 5, 2016, the staff of the Securities and Exchange Commission’s Division of Corporation Finance advised the Company that in light of the information set forth in the Form 8-K filed on June 29, 2016, the Staff was of the opinion that the Company was a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 of the Exchange Act. The Company replied with a letter to the Staff contesting the factual basis of such determination, and the Staff replied with a subsequent letter affirming its prior determination.

Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information.

Material Definitive Agreement

The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”).

As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company.

Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company.

7

In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share.

Description of the Business

Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets.

Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows:

● We purchase shrimp from incoming vessels

● Through brokers, we arrange for sales to distributors.

● We refrigerate as inventory that we cannot immediately sell

● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless)

● We send directly to customers the remainder

Estimates 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Fair Value of Financial Instruments 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: 

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs.

8

Derivative Financial Instruments 

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Income Taxes 

The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.  The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three month periods ending March 31, 2017 and 2016.

Net income/ (Loss) Per Share

Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred.

As of March 31, 2017 and 2016 there were 272,733,862 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings.

These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock.

Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis.

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.

9

NOTE 2. ACCOUNTS RECEIVABLE

The Company has not set up any reserve against accounts receivable at this time. Accounts receivable represent sales of shrimp not yet paid for. Sales terms vary with each contract but payment is on average received within 30 days.

Balances of Accounts Receivables are as follows:

	March 31, 2017		December 31, 2016
Gross accounts receivables	$	303,110	$	156,650
Allowance for doubtful accounts		—		0
Accounts Receivable	$	303,110	$	156,650

NOTE 3. INVENTORY

Inventory represents the cost of shrimp caught but not yet sold. Shrimp may be retained for up two years in a refrigerated environment. As such, there is no allowance for obsolescence

Balances of Inventory are as follows:

	March 31, 2017		December 31, 2016
Gross Inventory	$	447,900	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	447,900	$	119,813

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Property and Equipment	$	1,860		$	1,860
Accumulated depreciation		(1,063	)		(1,063)
Property and equipment, net	$	797		$	797

Property and Equipment is Office furniture and equipment located at our Madeira Beach headquarters. No Depreciation expense on property and equipment was recorded for the three months ended March 31, 2017 due to its immaterial nature.

NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible Notes payable totaled $ 1,111,727 and $734,998 at March 31, 2017 and December 31, 2016, respectively as follows:

	March 31, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,102,665		$	1,968,600
Unamortized discount		(990,938	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,111,727		$	734,998

10

At March 31, 2017, the balances were as follows:

	Convertible Notes Payable Balance at March 31, 2017
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(9,615	)	$	1,420,390	$	707,287	$	713,103
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		55,602		288,398
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		95,611		33,164
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		4,113		3,387
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		0		20,000
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		3,333		16,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		6,740		13,260
March 21,2017 cash financing		21-Mar-17		21-Mar-18		57,000		—			57,000		55,438		1,562
February 13, 2017 cash financing		13-Feb-17		13-Feb-18		20,000		—			20,000		17,479		2,521
March 28,2017 cash financing		28-Mar-17		31-Dec-17		5,000		—			5,000		4,946		54
January 2017 consulting note		1-Jan-17		30-Jun-17		20,000		—			20,000		10,111		9,889
February 2017 consulting note		1-Feb-17		31-Jul-17		20,000		—			20,000		13,556		6,444
March 2017 consulting note		1-Mar-17		31-Aug-17		20,000		—			20,000		16,721		3,279
Convertible Notes payable at March 31, 2017					$	2,112,280	$	(9,615	)	$	2,102,665	$	990,938	$	1,111,727

At December 31, 2016, the balances were as follows:

	Convertible Notes Payable Balance at December 31, 2016
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(1,680	)	$	1,428,325	$	938,762	$	489,563
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		120,980		223,020
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		127,364		1,411
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		6,532		968
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		9,945		10,055
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		13,333		6,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		16,685		3,315
Convertible Notes payable at December 31, 2016					$	1,970,280	$	(1,680	)	$	1,968,600	$	1,233,602	$	734,998

11

Financings in 2016

Assumption of Convertible Notes Per Surrender and Amendment Agreement

The following debtholders of the Predecessor entity agreed to reduce the face value of the obligations owed to them by approximately $300,000 as well as approximately $600,000 in accrued in interest. Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows:

$1,430,005 in convertible notes payable as detailed below

$28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at March 31, 2017 and December 31, 2016)

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at March 31, 2017
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	900,000	$	900,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Marlin Capital LLC	$	210,000	$	210,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Bull Hunter LLC	$	140,000	$	140,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	180,005	$	170,390
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,420,390

12

The Company accounted for the assumption of the convertible promissory notes in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $1,430,005. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $707,287. These notes mature on December 31, 2017 and bear an interest rate of 10%.

Cape One Master Fund II LP Convertible Promissory Notes

Omni assumed $344,000 of convertible notes owed to Cape One Master Fund II LP. The Notes have a face value of $344,000, carry an 8% interest rate, mature on June 30, 2017 and are convertible at $.02 per share.

The Company accounted for the assumption of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $344,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,602. The notes mature on June 30, 2017 and bear an interest rate of 8%.

December 27, 2016 Financing

On that date, the Company issued a note for $128,775 comprised of various financings throughout the year. These notes were combined into a single Note which was recorded on December 27, 2016. The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note were recorded net of a discount of $128,775. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $95,611. The notes mature on December 27, 2017 and carry an interest rate of 10%.

November 25, 2016 Financing

On that date, the Company issued a note for $7,500 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $7,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,387.

Consulting Notes

October 2016

On October 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

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The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-. The notes carry an interest rate of 10% and are at maturity.

November 2016

On November 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,333. The notes carry an interest rate of 10% and are due on April 30, 2017.

December 2016 

On December 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $6,740. The notes carry an interest rate of 10% and are due on May 31, 2017.

Financings in 2017

March 21, 2017 Financing

On March 21, 2017 the Company issued a note for $57,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

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The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $57,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,438. The notes mature on March 21, 2018 and carry an interest rate of 12%.

February 13, 2017 Financing

On February 13, 2017 the Company issued a note for $20,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $17,479. The notes mature on February 13, 2018 and carry an interest rate of 10%.

March 28, 2017 Financing

On March 28, 2017 the Company issued a note for $5,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $5,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $4,946. The notes mature on March, 2018 and carry an interest rate of 10%.

Consulting Notes

January 2017

On January 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $10,111. The notes carry an interest rate of 10% and mature on June 30, 2017.

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February 2017

On February 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $13,556. The notes carry an interest rate of 10% and are due on July 31, 2017.

March 2016 

On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $16,721. The notes carry an interest rate of 10% and are due on August 31, 2017.

NOTE 6: ADVANCES FROM RELATED PARTY

Commencing in the fourth quarter of the Fiscal year, Ms. Linda Giampietro, a related party of the Company advanced funds to the Company. All advances bear interest at a rate of 1% per month with a minimum commitment on each advance of thirty days.

Advances from Related parties are as follows:

	March 31, 2017		December 31, 2016
Advances from Related Party	$	461,463	$	127,148

NOTE 7: DUE TO RELATED PARTY

The Company has been given access to the Line of Credit that Madeira Beach Seafood, Inc. (“MBS”) has with Bank of America. As of December 31, 2016, Omni Shrimp has utilized $196,000 from that line of credit. Interest, charge at a rate of 5.25% per year, is paid by Omni to MBS who then pays the bank. The liability to Bank of America lies with MBS

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Prior to the onset of operations at Omni Shrimp, Inc., MBS advanced Omni $20,000 for the commencement of operations. Additionally, they funded Omni and additional $5,743 for expenses. As such, the liability to MBS is $25,743.

At March 31, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	March 31, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	196,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at March 31, 2017 and December 31, 2016	$	221,743	$	221,743

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NOTE 8. DERIVATIVE LIABILITY 

The Company’s derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows:

● The debt conversion feature embedded in the various Convertible Promissory Notes which contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.)

● Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of March 31, 2017 and December 31, 2016.

The fair value of the derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017		December 31, 2016
Note conversion feature liabilities	$	2,976,952	$	2,077,850
Warrant liability		154,291		88,041
Total		3,131,243		2,165,891

NOTE 9. STOCKHOLDERS’ DEFICIENCY

Common Stock

Common Stock Issuances

During 2017, the Company issued 1,948,977 common shares in satisfaction of $18,648 of principal obligations plus accrued interest to lenders on convertible debt.

Warrants

The company still has the following immaterial warrants outstanding from prior to our reverse merger on June 23, 2016.

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	2016							2017
	Shares			Weighted average exercise price		Weighted average remaining life-Years		Shares		Weighted average exercise price		Weighted average remaining life-Years
Outstanding: beginning of the year		545,294		$	1.13		5.9		1,217,941	$	0.35		3.9
Granted during the year		675,000		$	0.07				—		—		—
Cancelled or forfeited		(2,353	)	$	102.00				—	$	—		—
Warrants outstanding: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6
Warrants exercisable: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6

As of March 31, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. 

Preferred Stock Series E

The Series E Convertible Preferred Stock is convertible into 95% of the Company’s common stock and votes on an as-converted basis.  The Series E designation limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares.

There are currently 28,500 shares of Series E Preferred stock with a face value of $35. Dividends of $38,397 have been accrued as of March 31, 2017.

NOTE 10. SEGEMENT DATA 

The Company’s operates in one segment, sales of shrimp and related products.

NOTE 11. LEASES

The Company leases its office space at 13613 Gulf Boulevard, Madeira Beach FL. The monthly rent is $1,500, and rent expense for the period ended March 31, 2017 was $4,500.

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NOTE 12. RELATIONSHIPS WITH AFFILIATES

The Management of the Company and the owners of MBS are the same. The Company believes that the following relationships with these parties are to be disclosed:

Shared Management

The CEO, COO and Executive Vice President, Mr. Wrynn, Mr. Stelcer and Ms. Giampietro, respectively are all employees of MBS. Pursuant to management contracts, a liability of $30,000 per month, $90,000 at March 31, 2017 has been incurred by the Company to compensate MBS for their services in 2017.

Use of Line of Credit

The Company funds its operations in part through the use of MBS’ outstanding line of credit with Bank of America. Interest on the line of credit is 5.25% per annum. As of March 31, 2017, the Company has borrowed $196,000 under this arrangement

Loans from MBS

MBS has loaned the Company approximately $25,000 since its inception. These loans are promissory notes with no due date or interest rate

Rental of Office space

The Company rents its office space from MBS. Monthly rent is $1,500.

Shared Administrative Personnel

The accounting and record-keeping function at Omni Shrimp, Inc. is provided by personnel at MBS. No fee is charged for these services

The Company’s President and Chief Executive Officer did not receive a management fee or other compensation in connection with his services to the Company. The Company reimburses its President and Chief Executive Officer for all direct and indirect costs of services provided and other expenses necessary or appropriate to the conduct of our business.

NOTE 13. SUBSEQUENT EVENTS

Issuance of Debt

On April 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on October 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 27, 2017, the Company issued a note for $15,000 for cash. The convertible promissory note bears no interest and matures on December 31, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

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On May 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on November 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Issuance of shares and Conversion of debt

Subsequent to the Balance sheet date, an investor converted $4,519 of principal debt and accrued interest for 350,339 shares.

Consulting Agreement

Commencing with April 1, 2017, the rate for consulting services under the Consulting Agreement was $5,000 per month.

Change in Legal Entity and stock symbol

As of April 7, 2017, the Company changed its name to Omni Shrimp, Inc.

Effective May 3, 2107, the Company’s shares were traded under the symbol “OMSH.”

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements that involve risks and uncertainties. These include statements about our expectations, plans, objectives, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” and similar expressions. Such forward looking statements include statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including statements relating to revenue realization, revenue growth, earnings, earnings per share, or similar projections. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed for the reasons described in this report. You should not place undue reliance on these forward-looking statements. 

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors such as:

● the ability to raise capital to fund our operations until we generate adequate cash flow internally;

● the terms and timing of product sales and licensing agreements;

● our ability to enter into strategic partnering and joint development agreements;

● our ability to competitively market our controlled release and filled tube products;

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● the successful implementation of research and development programs;

● our ability to attract and retain key personnel;

● general market conditions.

Our actual results may differ materially from management’s expectations. The following discussion and analysis should be read in conjunction with our financial statements included herewith.  This discussion should not be construed to imply that the results discussed herein will necessarily continue in the future, or that any conclusion reached herein will necessarily be indicative of actual operating performance in the future. Such discussion represents only the best present assessment of our management. 

The forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The Company

Omni Shrimp

On June 23, 2016, the Company announced a new business line, Omni Shrimp, located in Madeira Beach, Florida on the Gulf of Mexico. It is a fast growing seller of wild American shrimp. It is a wholesaler of locally caught shrimp, predominantly the highly popular Key West pink variety, to large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets. According to Marine Science Today Magazine, shrimp is the most eaten seafood within the United States. Shrimps come in many varieties which are differentiated by their color.

Omni believes that it differentiates itself from its competitors not only by the quality of its product but its relationships with distributors allowing it to get its product to market as quickly as possible in order to guarantee freshness and taste.

Liquidity

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated net loss for the three months ended March 31, 2017 of approximately ($1,497,000), but used approximately $543,000 in cash from operations. The Company had negative working capital and stockholders’ deficiency of approximately $4,862,000 at March 31, 2017. Since inception the Company’s growth has been funded through a combination of convertible and non-convertible debt from private investors and sales of common stock. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. 

As of March 31, 2017 the Company owed approximately $2,270,000 to lenders in the form of convertible notes payable and accrued interest. Much of this debt is convertible into the Company’s common stock at terms beneficial to the lenders compared to the market price of the Company’s common stock. The Company continues to rely on these lenders to provide additional loans to cover Company expenses and to provide forbearance agreements extending the due dates of the various notes.

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Operating activities

Net cash (used) in operating activities for the three months ended March 31, 2017 and 2016 was ($542,887) and ($86,085), respectively. The net loss generated for the nine months ended March 31, 2017 was ($1,576,229) compared to net income of $64,844 in the three month period ended March 31, 2017.   The following items were used to reconcile the change in net income for the following three month periods:

	March 31, 2017			March 31, 2016
Net income (loss)	$	(1,497,840	)	$	64,844
Add: Loss of conversion on debt		62,060			—
Loss on change in fair value of derivative liability		832,452			—
Amortization of convertible note discount		384,664
Change in Working capital		(324,223	)		(150,929	)
Cash used in Operating activities	$	(542,887	)		(86,085	)

Investing activities

There were no cash flows from investing activities for the three months ended March 31, 2017 or March 31, 2016. 

Financing Activities

During the quarter ended March 31, 2017, the Company generated cash flows of $476,315 through related party advances of $334,315, issuances of cash notes of $82,000 and consulting notes of $60,000.

Critical Accounting Policies and Estimates 

Refer to the Company’s December 31, 2016 report on Form 10K issued on April 28, 2017 for a complete discussion of the critical accounting policies which have not changed during the three months ended March 31, 2017.  

Comparison of Statement of Operations for the three months and nine months ended March 31, 2017 and 2016

Revenue, Cost of Goods Sold and Gross Profit

Revenue, Cost of goods sold and gross profit for the three months ended March 31, 2017 and 2016 were as follows:

	March 31, 2017			March 31, 2016
Revenue	$	773,346		$	634,215
Cost of goods sold		679,708			545,496
Gross Profit	$	93,638		$	88,719
Gross profit margin		12	%		14	%

Revenues were $139,131, or 22% higher, in the quarter ended March 31, 2017 due to the fact that the Company’s operations were not outstanding the entire quarter in 2016

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Operating Expenses

Operating expenses were $262,496 for the three months ended March 31, 2017, an increase of $238,621 over the same period for 2016

Compensation Expense was $90,000 and $-0- for the quarter ended March 31, 2017 and 2016, respectively, due to the establishment of employment contracts for our management team as of January 1, 2017. Expenses are $30,000 per month

Professional Fees were $39,416 and $-0- for the quarter ended March 31, 2017 and 2016, respectively. These expenses related to audits and legal fees which were not incurred in the prior period.

Consulting services were $74,673 and $-0- for the quarter ended March 31, 2017 and 2016, respectively, primarily due to the establishment of consulting contracts. Expenses were $20,000 per month.

Transportation, Storage and Broker Fees were $40,603 and $21,399 for the quarter ended March 31, 2017 and 2016, respectively. These expenses are associated with storing in freezer facilities, transporting to buyers as well as paying brokers for arranging sales.

General and Administrative Expenses were $14,591 and $342 for the quarter ended March 31, 2017 and 2016, respectively.

Other Income (expense), net for the three months ended March 31, 2017 and 2016

Other income (expense) for the three months ended March 31, 2017 was ($1,328,983). There was no other income (expense) for the period ended March 31, 2016.

Interest expense was $434,471 for the three months ended march 31, 2017. $384,664 was the amortization of discounts on convertible notes after the establishment of derivative liabilities. The remainder was the interest on the convertible and non-convertible indebtedness of the Company.

Loss on the conversion of debt of $62,060 relates to the conversion terms of the debt.

Loss on Change of the Fair market value of the derivative liability was ($832,452) for the three month period ending March 31, 2017. This was principally due to increased volatility in the stock price for the current period.

Item 4. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining effective disclosure controls and procedures. Our Chief Executive Officer has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the CEO as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, and in light of the material weaknesses in our internal control over financial reporting that are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 our Chief Executive Officer has concluded that our disclosure controls and procedures were not effective. The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S. generally accepted accounting principles.

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The Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with the segregation of duties were ineffective. Notwithstanding these material weaknesses, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented.

There can be no assurance, however, that our disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None besides those reported in our Form 10K filed on April 28, 2017 and this document

Item 3. Defaults Upon Senior Securities

None 

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of principal executive officer and principal accounting officer pursuant to section 302(a) of the Sarbanes-Oxley Act of 2002	*
32.1	Certification of principal executive officer and principal accounting officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002	*
101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders’ Deficiency, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements	*
101.INS	XBRL Instance Document	*
101.SCH	XBRL Taxonomy Extension Schema Document	*
101CAL	XBRL Taxonomy Extension Calculation Linkbase Document	*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	*

* Filed herewith

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SIGNATURES

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

		Omni Shrimp, Inc.
Date:	May 11, 2017	/s/ Colm Wrynn
		Colm Wrynn
		President and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Colm Wrynn, certify that:

1.            I have reviewed this quarterly report on Form 10Q of Omni Shrimp, Inc. (the “registrant”) for the three months ended March 31, 2017; 

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.            I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  May 11, 2017

/s/ Colm Wrynn

Colm Wrynn

President and Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Colm Wrynn, President, and Chief Executive Officer, of Omni Shrimp, Inc. (the “Company”) certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge, the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and  results  of operations of the Company.

Dated:  May 11, 2017

/s/ Colm Wrynn

Colm Wrynn

President and Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 11, 2017
Document And Entity Information
Entity Registrant Name	Omni Shrimp, Inc.
Entity Central Index Key	0000863895
Document Type	10-Q
Trading Symbol	OMSH
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,153,501
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

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Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 133,534	$ 200,107
Accounts Receivable	303,110	156,650
Inventory	447,900	119,813
Prepaid and Other	2,389	2,309
Total Current Assets	886,933	478,879
NON-CURRENT ASSETS
Property and Equipment, net	797	797
Total Non-current assets	797	797
Total Assets	887,730	479,676
CURRENT LIABILITIES:
Accounts Payable	159,661	148,847
Accrued Expenses	456,314	362,356
Accrued Interest	169,198	134,279
Accrued Dividend Payable onSeries E Preferred	38,397	26,099
Convertible Notes Payable, face value of $2,102,665 and $1,968,600, net of discount of $990,938 and $1,233,602, at March 31, 2017 and December 31, 2016, respectively	1,111,727	734,998
Advances from Related party	461,463	127,148
Due to Related Party	221,743	221,743
Derivative liability	3,131,243	2,165,891
Total Current Liabilities	5,749,747	3,921,362
STOCKHOLDERS' DEFICIENCY:
Common stock at $0.001 par value: 800,000,000 shares authorized; 5,803,162 and 3,854,185 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	5,803	3,854
Dividends due to Series E Preferred Holders	(38,397)	(26,099)
Additional paid-in capital	102,722	14,864
Accumulated deficit	(4,932,174)	(3,434,334)
Total Stockholders' Deficiency	(4,862,017)	(3,441,686)
Total Liabilities and Stockholders' Deficiency	887,730	479,676
Series E Preferred Stock [Member]
STOCKHOLDERS' DEFICIENCY:
Preferred Series E, 28,500 and 28,500 shares outstanding at March 31, 2017 and December 31, 2016, respectively, par value $.001 per share, face value $35 per share	$ 29	$ 29

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Convertible notes payable, face value	$ 2,102,665	$ 1,968,600
Debt discount	$ 990,938	$ 1,233,602
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	800,000,000	800,000,000
Common stock, issued	5,803,162	3,854,185
Common stock, outstanding	5,803,162	3,854,185
Series E Preferred Stock [Member]
Preferred stock, outstanding	28,500	28,500
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Liquidation preference, face value (in dollars per share)	$ 35	$ 35

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
INCOME:
Revenue	$ 773,346	$ 634,215
Cost of Goods Sold	679,708	545,496
Gross Profit	93,636	88,719
OPERATING EXPENSES:
Compensation Expense	90,000
Professional Fees	39,416
Consulting Services	74,673
Transportation, Storage and Broker Fees	40,603	21,399
General and Administrative Expenses	14,591	342
Sales and Marketing	3,213	2,134
Total operating expenses	262,496	23,875
GAIN (LOSS) FROM OPERATIONS	(168,858)	64,844
OTHER INCOME (EXPENSE):
Interest expense	(434,471)
Loss on Conversion of debt	(62,060)
Gain on change in derivative liability	(832,452)
Other income (expense), net	(1,328,983)
Loss before income tax provision	(1,497,840)	64,844
Income tax provision
NET(LOSS) OMNI SHRIMP INC	(1,497,840)	64,844
Accrued dividends to Preferred Stockholders	(12,298)
Net Loss applicable to common shareholders	$ (1,510,138)	$ 64,844
Basic Earnings; Gain (loss) per share (in dollars per share)	$ (0.29)	$ 216.15
Diluted Earnings: Gain (loss) per share (in dollars per share)	$ (0.02)	$ 216.15
Weighted average common shares outstanding
- Basic (in shares)	5,078,524	300
- Diluted (in shares)	101,570,490	300

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$ (1,497,840)	$ 64,844
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on Conversion of debt	62,060
Gain on change in derivative liability	832,452
Amortization of Convertible note discount	384,664
Accrued interest included on conversions of debt	10,713
Changes in operating assets and liabilities:
Accounts Receivable	(146,460)	(231,179)
Inventory	(328,086)	(164,562)
Prepaid and Other	(80)
Accounts Payable and Accrued Expenses	104,773	244,811
Accrued Interest	34,918
NET CASH USED IN OPERATING ACTIVITIES	(542,888)	(86,085)
CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH FROM IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash
Increase in advances from Related party	334,315
Increase in due to Related party		90,743
Issuance of convertible debt for cash	82,000
Issuance of Consulting Notes	60,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	476,315	90,743
NET CHANGE IN CASH	(66,573)	4,658
Cash at beginning of period	200,107
Cash at end of period	133,534	4,658
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
Cash paid during the period for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for settlement of convertible debentures and accrued interest	18,648
Notes issued for Consulting services	$ 60,000

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PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES

1. PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The consolidated financial statements include the following: 1) Balance sheets as of March 31, 2017 and December 31, 2016; 2) Statements of Operations for the three months ended March 31, 2017 and March 31, 2016; and 3) Statement of Cash Flows for the three months ended March 31, 2017 and March 31, 2016. They are unaudited. However, in the opinion of management of the Company, these consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies.  Accordingly, these consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017.

Liquidity and Going Concern

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the three month period ending March 31, 2017 of approximately ($1,498,000) and had negative working capital and stockholders’ deficiency of approximately $4,860,000 at March 31, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.

Basis of Consolidation  

The consolidated financial statements include assumed former liabilities of our former parent company, NaturalNano, Inc., a Nevada corporation, and Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Accounting for Reverse Capitalization

The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Manual (“SEC Manual”) for the acquisition of Omni Shrimp, Inc. (“Omni”) (See Material Definitive Agreement below.) For both accounting purposes, Omni Shrimp, Inc. (“Omni”) has been deemed the acquiring entity due to the fact that the owners of Omni have effective voting and operating control of the combined company. The Company believes it was not a shell company.

On July 5, 2016, the staff of the Securities and Exchange Commission’s Division of Corporation Finance advised the Company that in light of the information set forth in the Form 8-K filed on June 29, 2016, the Staff was of the opinion that the Company was a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 of the Exchange Act. The Company replied with a letter to the Staff contesting the factual basis of such determination, and the Staff replied with a subsequent letter affirming its prior determination.

Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information.

Material Definitive Agreement

The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”).

As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company.

Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company.

In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share.

Description of the Business

Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets.

Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows:

● We purchase shrimp from incoming vessels

● Through brokers, we arrange for sales to distributors.

● We refrigerate as inventory that we cannot immediately sell

● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless)

● We send directly to customers the remainder

Estimates 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Fair Value of Financial Instruments 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: 

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs.

Derivative Financial Instruments 

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Income Taxes 

The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.  The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three month periods ending March 31, 2017 and 2016.

Net income/ (Loss) Per Share

Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred.

As of March 31, 2017 and 2016 there were 272,733,862 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings.

These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock.

Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis.

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.

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ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 2. ACCOUNTS RECEIVABLE

The Company has not set up any reserve against accounts receivable at this time. Accounts receivable represent sales of shrimp not yet paid for. Sales terms vary with each contract but payment is on average received within 30 days.

Balances of Accounts Receivables are as follows:

	March 31, 2017		December 31, 2016
Gross accounts receivables	$	303,110	$	156,650
Allowance for doubtful accounts		—		0
Accounts Receivable	$	303,110	$	156,650

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INVENTORY

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

INVENTORY

NOTE 3. INVENTORY

Inventory represents the cost of shrimp caught but not yet sold. Shrimp may be retained for up two years in a refrigerated environment. As such, there is no allowance for obsolescence

Balances of Inventory are as follows:

	March 31, 2017		December 31, 2016
Gross Inventory	$	447,900	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	447,900	$	119,813

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PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2017

Property And Equipment Net

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Property and Equipment	$	1,860		$	1,860
Accumulated depreciation		(1,063	)		(1,063)
Property and equipment, net	$	797		$	797

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible Notes payable totaled $ 1,111,727 and $734,998 at March 31, 2017 and December 31, 2016, respectively as follows:

	March 31, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,102,665		$	1,968,600
Unamortized discount		(990,938	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,111,727		$	734,998

At March 31, 2017, the balances were as follows:

	Convertible Notes Payable Balance at March 31, 2017
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(9,615	)	$	1,420,390	$	707,287	$	713,103
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		55,602		288,398
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		95,611		33,164
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		4,113		3,387
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		0		20,000
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		3,333		16,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		6,740		13,260
March 21,2017 cash financing		21-Mar-17		21-Mar-18		57,000		—			57,000		55,438		1,562
February 13, 2017 cash financing		13-Feb-17		13-Feb-18		20,000		—			20,000		17,479		2,521
March 28,2017 cash financing		28-Mar-17		31-Dec-17		5,000		—			5,000		4,946		54
January 2017 consulting note		1-Jan-17		30-Jun-17		20,000		—			20,000		10,111		9,889
February 2017 consulting note		1-Feb-17		31-Jul-17		20,000		—			20,000		13,556		6,444
March 2017 consulting note		1-Mar-17		31-Aug-17		20,000		—			20,000		16,721		3,279
Convertible Notes payable at March 31, 2017					$	2,112,280	$	(9,615	)	$	2,102,665	$	990,938	$	1,111,727

At December 31, 2016, the balances were as follows:

	Convertible Notes Payable Balance at December 31, 2016
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(1,680	)	$	1,428,325	$	938,762	$	489,563
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		120,980		223,020
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		127,364		1,411
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		6,532		968
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		9,945		10,055
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		13,333		6,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		16,685		3,315
Convertible Notes payable at December 31, 2016					$	1,970,280	$	(1,680	)	$	1,968,600	$	1,233,602	$	734,998

Financings in 2016

Assumption of Convertible Notes Per Surrender and Amendment Agreement

The following debtholders of the Predecessor entity agreed to reduce the face value of the obligations owed to them by approximately $300,000 as well as approximately $600,000 in accrued in interest. Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows:

$1,430,005 in convertible notes payable as detailed below

$28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at March 31, 2017 and December 31, 2016)

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at March 31, 2017
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	900,000	$	900,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Marlin Capital LLC	$	210,000	$	210,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Bull Hunter LLC	$	140,000	$	140,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	180,005	$	170,390
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,420,390

The Company accounted for the assumption of the convertible promissory notes in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $1,430,005. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $707,287. These notes mature on December 31, 2017 and bear an interest rate of 10%.

Cape One Master Fund II LP Convertible Promissory Notes

Omni assumed $344,000 of convertible notes owed to Cape One Master Fund II LP. The Notes have a face value of $344,000, carry an 8% interest rate, mature on June 30, 2017 and are convertible at $.02 per share.

The Company accounted for the assumption of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $344,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,602. The notes mature on June 30, 2017 and bear an interest rate of 8%.

December 27, 2016 Financing

On that date, the Company issued a note for $128,775 comprised of various financings throughout the year. These notes were combined into a single Note which was recorded on December 27, 2016. The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note were recorded net of a discount of $128,775. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $95,611. The notes mature on December 27, 2017 and carry an interest rate of 10%.

November 25, 2016 Financing

On that date, the Company issued a note for $7,500 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $7,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,387.

Consulting Notes

October 2016

On October 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-. The notes carry an interest rate of 10% and are at maturity.

November 2016

On November 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,333. The notes carry an interest rate of 10% and are due on April 30, 2017.

December 2016 

On December 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $6,740. The notes carry an interest rate of 10% and are due on May 31, 2017.

Financings in 2017

March 21, 2017 Financing

On March 21, 2017 the Company issued a note for $57,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $57,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,438. The notes mature on March 21, 2018 and carry an interest rate of 12%.

February 13, 2017 Financing

On February 13, 2017 the Company issued a note for $20,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $17,479. The notes mature on February 13, 2018 and carry an interest rate of 10%.

March 28, 2017 Financing

On March 28, 2017 the Company issued a note for $5,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $5,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $4,946. The notes mature on March, 2018 and carry an interest rate of 10%.

Consulting Notes

January 2017

On January 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $10,111. The notes carry an interest rate of 10% and mature on June 30, 2017.

February 2017

On February 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $13,556. The notes carry an interest rate of 10% and are due on July 31, 2017.

March 2016 

On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $16,721. The notes carry an interest rate of 10% and are due on August 31, 2017.

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ADVANCES FROM RELATED PARTY

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

ADVANCES FROM RELATED PARTY

NOTE 6: ADVANCES FROM RELATED PARTY

Commencing in the fourth quarter of the Fiscal year, Ms. Linda Giampietro, a related party of the Company advanced funds to the Company. All advances bear interest at a rate of 1% per month with a minimum commitment on each advance of thirty days.

Advances from Related parties are as follows:

	March 31, 2017		December 31, 2016
Advances from Related Party	$	461,463	$	127,148

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DUE TO RELATED PARTY

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

DUE TO RELATED PARTY

NOTE 7: DUE TO RELATED PARTY

The Company has been given access to the Line of Credit that Madeira Beach Seafood, Inc. (“MBS”) has with Bank of America. As of December 31, 2016, Omni Shrimp has utilized $196,000 from that line of credit. Interest, charge at a rate of 5.25% per year, is paid by Omni to MBS who then pays the bank. The liability to Bank of America lies with MBS

Prior to the onset of operations at Omni Shrimp, Inc., MBS advanced Omni $20,000 for the commencement of operations. Additionally, they funded Omni and additional $5,743 for expenses. As such, the liability to MBS is $25,743.

At March 31, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	March 31, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	196,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at March 31, 2017 and December 31, 2016	$	221,743	$	221,743

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DERIVATIVE LIABILITY

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITY

NOTE 8. DERIVATIVE LIABILITY 

The Company’s derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows:

● The debt conversion feature embedded in the various Convertible Promissory Notes which contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.)

● Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of March 31, 2017 and December 31, 2016.

The fair value of the derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017		December 31, 2016
Note conversion feature liabilities	$	2,976,952	$	2,077,850
Warrant liability		154,291		88,041
Total		3,131,243		2,165,891

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STOCKHOLDERS' DEFICIENCY

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

STOCKHOLDERS' DEFICIENCY

NOTE 9. STOCKHOLDERS’ DEFICIENCY

Common Stock

Common Stock Issuances

During 2017, the Company issued 1,948,977 common shares in satisfaction of $18,648 of principal obligations plus accrued interest to lenders on convertible debt.

Warrants

The company still has the following immaterial warrants outstanding from prior to our reverse merger on June 23, 2016. 

	2016							2017
	Shares			Weighted average exercise price		Weighted average remaining life-Years		Shares		Weighted average exercise price		Weighted average remaining life-Years
Outstanding: beginning of the year		545,294		$	1.13		5.9		1,217,941	$	0.35		3.9
Granted during the year		675,000		$	0.07				—		—		—
Cancelled or forfeited		(2,353	)	$	102.00				—	$	—		—
Warrants outstanding: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6
Warrants exercisable: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6

As of March 31, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. 

Preferred Stock Series E

The Series E Convertible Preferred Stock is convertible into 95% of the Company’s common stock and votes on an as-converted basis.  The Series E designation limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares.

There are currently 28,500 shares of Series E Preferred stock with a face value of $35. Dividends of $38,397 have been accrued as of March 31, 2017.

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SEGEMENT DATA

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

SEGEMENT DATA

NOTE 10. SEGEMENT DATA 

The Company’s operates in one segment, sales of shrimp and related products.

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LEASES

3 Months Ended

Mar. 31, 2017

Leases [Abstract]

LEASES

NOTE 11. LEASES

The Company leases its office space at 13613 Gulf Boulevard, Madeira Beach FL. The monthly rent is $1,500, and rent expense for the period ended March 31, 2017 was $4,500.

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RELATIONSHIPS WITH AFFILIATES

3 Months Ended

Mar. 31, 2017

Relationships With Affiliates

RELATIONSHIPS WITH AFFILIATES

NOTE 12. RELATIONSHIPS WITH AFFILIATES

The Management of the Company and the owners of MBS are the same. The Company believes that the following relationships with these parties are to be disclosed:

Shared Management

The CEO, COO and Executive Vice President, Mr. Wrynn, Mr. Stelcer and Ms. Giampietro, respectively are all employees of MBS. Pursuant to management contracts, a liability of $30,000 per month, $90,000 at March 31, 2017 has been incurred by the Company to compensate MBS for their services in 2017.

Use of Line of Credit

The Company funds its operations in part through the use of MBS’ outstanding line of credit with Bank of America. Interest on the line of credit is 5.25% per annum. As of March 31, 2017, the Company has borrowed $196,000 under this arrangement

Loans from MBS

MBS has loaned the Company approximately $25,000 since its inception. These loans are promissory notes with no due date or interest rate

Rental of Office space

The Company rents its office space from MBS. Monthly rent is $1,500.

Shared Administrative Personnel

The accounting and record-keeping function at Omni Shrimp, Inc. is provided by personnel at MBS. No fee is charged for these services

The Company’s President and Chief Executive Officer did not receive a management fee or other compensation in connection with his services to the Company. The Company reimburses its President and Chief Executive Officer for all direct and indirect costs of services provided and other expenses necessary or appropriate to the conduct of our business.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

Issuance of Debt

On April 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on October 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On April 27, 2017, the Company issued a note for $15,000 for cash. The convertible promissory note bears no interest and matures on December 31, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

On May 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on November 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

Issuance of shares and Conversion of debt

Subsequent to the Balance sheet date, an investor converted $4,519 of principal debt and accrued interest for 350,339 shares.

Consulting Agreement

Commencing with April 1, 2017, the rate for consulting services under the Consulting Agreement was $5,000 per month.

Change in Legal Entity and stock symbol

As of April 7, 2017, the Company changed its name to Omni Shrimp, Inc.

Effective May 3, 2107, the Company’s shares were traded under the symbol “OMSH.”

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PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements

The consolidated financial statements include the following: 1) Balance sheets as of March 31, 2017 and December 31, 2016; 2) Statements of Operations for the three months ended March 31, 2017 and March 31, 2016; and 3) Statement of Cash Flows for the three months ended March 31, 2017 and March 31, 2016. They are unaudited. However, in the opinion of management of the Company, these consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies.  Accordingly, these consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017.

Liquidity and Going Concern

Liquidity and Going Concern

Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the three month period ending March 31, 2017 of approximately ($1,498,000) and had negative working capital and stockholders’ deficiency of approximately $4,860,000 at March 31, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.

Basis of Consolidation

Basis of Consolidation  

The consolidated financial statements include assumed former liabilities of our former parent company, NaturalNano, Inc., a Nevada corporation, and Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Accounting for Reverse Capitalization

Accounting for Reverse Capitalization

The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Manual (“SEC Manual”) for the acquisition of Omni Shrimp, Inc. (“Omni”) (See Material Definitive Agreement below.) For both accounting purposes, Omni Shrimp, Inc. (“Omni”) has been deemed the acquiring entity due to the fact that the owners of Omni have effective voting and operating control of the combined company. The Company believes it was not a shell company.

On July 5, 2016, the staff of the Securities and Exchange Commission’s Division of Corporation Finance advised the Company that in light of the information set forth in the Form 8-K filed on June 29, 2016, the Staff was of the opinion that the Company was a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 of the Exchange Act. The Company replied with a letter to the Staff contesting the factual basis of such determination, and the Staff replied with a subsequent letter affirming its prior determination.

Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information.

Material Definitive Agreement

Material Definitive Agreement

The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”).

As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company.

Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company.

In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share.

Description of the Business

Description of the Business

Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets.

Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows:

● We purchase shrimp from incoming vessels

● Through brokers, we arrange for sales to distributors.

● We refrigerate as inventory that we cannot immediately sell

● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless)

● We send directly to customers the remainder

Estimates

Estimates 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: 

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs.

Derivative Financial Instruments

Derivative Financial Instruments 

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.

Income Taxes

Income Taxes 

The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.  The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three month periods ending March 31, 2017 and 2016.

Net income/ (Loss) Per Share

Net income/ (Loss) Per Share

Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred.

As of March 31, 2017 and 2016 there were 272,733,862 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings.

These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock.

Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis.

Recent Accounting Pronouncement

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.

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ACCOUNTS RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Schedule of accounts receivables

Balances of Accounts Receivables are as follows:

	March 31, 2017		December 31, 2016
Gross accounts receivables	$	303,110	$	156,650
Allowance for doubtful accounts		—		0
Accounts Receivable	$	303,110	$	156,650

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INVENTORY (Tables)

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

Schedule of inventory

Balances of Inventory are as follows:

	March 31, 2017		December 31, 2016
Gross Inventory	$	447,900	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	447,900	$	119,813

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PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2017

Property And Equipment Net Tables

Schedule of oroperty and equipment

Property and equipment consisted of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Property and Equipment	$	1,860		$	1,860
Accumulated depreciation		(1,063	)		(1,063)
Property and equipment, net	$	797		$	797

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Schedule of total convertible debt

Convertible Notes payable totaled $ 1,111,727 and $734,998 at March 31, 2017 and December 31, 2016, respectively as follows:

	March 31, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,102,665		$	1,968,600
Unamortized discount		(990,938	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,111,727		$	734,998

Schedule of convertible debt acquisition

At March 31, 2017, the balances were as follows:

	Convertible Notes Payable Balance at March 31, 2017
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(9,615	)	$	1,420,390	$	707,287	$	713,103
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		55,602		288,398
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		95,611		33,164
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		4,113		3,387
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		0		20,000
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		3,333		16,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		6,740		13,260
March 21,2017 cash financing		21-Mar-17		21-Mar-18		57,000		—			57,000		55,438		1,562
February 13, 2017 cash financing		13-Feb-17		13-Feb-18		20,000		—			20,000		17,479		2,521
March 28,2017 cash financing		28-Mar-17		31-Dec-17		5,000		—			5,000		4,946		54
January 2017 consulting note		1-Jan-17		30-Jun-17		20,000		—			20,000		10,111		9,889
February 2017 consulting note		1-Feb-17		31-Jul-17		20,000		—			20,000		13,556		6,444
March 2017 consulting note		1-Mar-17		31-Aug-17		20,000		—			20,000		16,721		3,279
Convertible Notes payable at March 31, 2017					$	2,112,280	$	(9,615	)	$	2,102,665	$	990,938	$	1,111,727

At December 31, 2016, the balances were as follows:

	Convertible Notes Payable Balance at December 31, 2016
	Date of Financing		Date of Maturity		Amount of Financing		Conversions			Outstanding Balance		Unamortized Discount		Net balance
Surrender Agreement Notes		23-Jun-16		31-Dec-17	$	1,430,005	$	(1,680	)	$	1,428,325	$	938,762	$	489,563
Cape One Notes		15-Dec-15		30-Jun-17		344,000		—			344,000		120,980		223,020
December 27, 2016 cash financing		27-Dec-16		27-Dec-17		128,775		—			128,775		127,364		1,411
November 25,2016 cash financing		25-Nov-16		31-Aug-17		7,500		—			7,500		6,532		968
Consulting note-October 2016		1-Oct-16		31-Mar-17		20,000		—			20,000		9,945		10,055
Consulting note-November 2016		1-Nov-16		30-Apr-17		20,000		—			20,000		13,333		6,667
Consulting note-December 2016		1-Dec-16		31-May-17		20,000		—			20,000		16,685		3,315
Convertible Notes payable at December 31, 2016					$	1,970,280	$	(1,680	)	$	1,968,600	$	1,233,602	$	734,998

Schedule of notes issued

Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows:

$1,430,005 in convertible notes payable as detailed below

$28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at March 31, 2017 and December 31, 2016)

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at March 31, 2017
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	900,000	$	900,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Marlin Capital LLC	$	210,000	$	210,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Bull Hunter LLC	$	140,000	$	140,000
6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	180,005	$	170,390
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,420,390

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ADVANCES FROM RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Schedule of advances from related parties

Advances from Related parties are as follows:

	March 31, 2017		December 31, 2016
Advances from Related Party		461,463		127,148

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DUE TO RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Schedule of due to related party

At March 31, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	March 31, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	196,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at March 31, 2017 and December 31, 2016	$	221,743	$	221,743

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DERIVATIVE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of fair value of the derivative liabilities

The fair value of the derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017		December 31, 2016
Note conversion feature liabilities	$	2,976,952	$	2,077,850
Warrant liability		154,291		88,041
Total		3,131,243		2,165,891

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STOCKHOLDERS' DEFICIENCY (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Schedule of outstanding warrants

The company still has the following immaterial warrants outstanding from prior to our reverse merger on June 23, 2016.

	2016							2017
	Shares			Weighted average exercise price		Weighted average remaining life-Years		Shares		Weighted average exercise price		Weighted average remaining life-Years
Outstanding: beginning of the year		545,294		$	1.13		5.9		1,217,941	$	0.35		3.9
Granted during the year		675,000		$	0.07				—		—		—
Cancelled or forfeited		(2,353	)	$	102.00				—	$	—		—
Warrants outstanding: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6
Warrants exercisable: end of year		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.6

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PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)

3 Months Ended

Jun. 23, 2016

Jun. 23, 2016

Mar. 31, 2017

Mar. 31, 2016

Dec. 31, 2016

Working capital

$ (1,498,000)

Stockholders' deficiency

(4,862,017)

$ (3,441,686)

Income tax expense

Percentage of stock conversion limit

4.99%

Series E Preferred Stock [Member]

Number of shares issued

28,500

Percentage of stock conversion limit

4.99%

Options And Securities [Member]

Number of shares underlying preferred stock, convertible debt (in shares)

272,733,862

0

Income tax expense

$ 0

$ 0

Share Exchange Agreement [Member] | Omni Shrimp, Inc [Member] | Series E Preferred Stock [Member]

Number of shares issued

28,500

Description of voting rights

95% of the voting control.

Description of conversion terms

Convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion.

Asset Purchase Agreement [Member] | Mr. James Wemett [Member] | Divisible Warrant [Member]

Number of warrants granted

2,000,000

2,000,000

Share price (in dollars per share)

$ 0.05

$ 0.05

Warrant term

6 years

XML

ACCOUNTS RECEIVABLE (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Gross accounts receivables	$ 303,110	$ 156,650
Allowance for doubtful accounts		0
Accounts Receivable	$ 303,110	$ 156,650

XML

INVENTORY (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Gross Inventory	$ 447,900	$ 119,813
Allowance for Obsolescence
Inventory	$ 447,900	$ 119,813

XML

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Property And Equipment Net Details
Property and Equipment	$ 1,860	$ 1,860
Accumulated depreciation	(1,063)	(1,063)
Property and equipment, net	$ 797	$ 797

XML

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable (at face value)	$ 2,102,665	$ 1,968,600
Unamortized discount	(990,938)	(1,233,602)
Convertible notes payable (net of discount)	$ 1,111,727	$ 734,998

XML

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)													3 Months Ended		12 Months Ended
	Mar. 28, 2017	Mar. 21, 2017	Mar. 01, 2017	Feb. 13, 2017	Feb. 01, 2017	Jan. 02, 2017	Dec. 27, 2016	Dec. 01, 2016	Nov. 25, 2016	Nov. 01, 2016	Oct. 01, 2016	Dec. 15, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Amount of Financing													$ 82,000		$ 1,970,280
Conversions													(9,615)		(1,680)
Outstanding Balance													2,102,665		1,968,600
Unamortized Discount													990,938		1,233,602
Net balance													$ 1,111,727		$ 734,998
12% Convertible Promissory Notes Due On March 21, 2018 [Member]
Date of Financing													Mar. 21, 2017
Date of Maturity													Mar. 21, 2018
Amount of Financing		$ 57,000											$ 57,000
Conversions
Outstanding Balance		$ 57,000											57,000
Unamortized Discount													55,438
Net balance													$ 1,562
10% Convertible Promissory Notes Due On February 13, 2018 [Member]
Date of Financing													Feb. 13, 2017
Date of Maturity													Feb. 13, 2018
Amount of Financing				$ 20,000									$ 20,000
Conversions
Outstanding Balance				$ 20,000									20,000
Unamortized Discount													17,479
Net balance													$ 2,521
10% Convertible Promissory Notes Due On March, 2018 [Member]
Date of Financing													Mar. 28, 2017
Date of Maturity	Mar. 28, 2018												Dec. 31, 2017
Amount of Financing	$ 5,000												$ 5,000
Conversions
Outstanding Balance	$ 5,000												5,000
Unamortized Discount													4,946
Net balance													$ 54
Unrelated Party [Member] | 10% Convertible Promissory Note Due April 1, 2017 [Member]
Date of Financing													Oct. 01, 2016		Oct. 01, 2016
Date of Maturity											Apr. 01, 2017		Mar. 31, 2017		Mar. 31, 2017
Amount of Financing											$ 20,000		$ 20,000		$ 20,000
Conversions
Outstanding Balance											$ 20,000		20,000		20,000
Unamortized Discount													0		9,945
Net balance													$ 20,000		$ 10,055
Unrelated Party [Member] | 10% Convertible Promissory Note Due May 1, 2017 [Member]
Date of Financing													Nov. 01, 2016		Nov. 01, 2016
Date of Maturity										May 01, 2017			Apr. 30, 2017		Apr. 30, 2017
Amount of Financing										$ 20,000			$ 20,000		$ 20,000
Conversions
Outstanding Balance										$ 20,000			20,000		20,000
Unamortized Discount													3,333		13,333
Net balance													$ 16,667		$ 6,667
Unrelated Party [Member] | 10% Convertible Promissory Note Due June 30, 2017 [Member]
Date of Financing													Dec. 01, 2016		Dec. 01, 2016
Date of Maturity								Jun. 30, 2017					May 31, 2017		May 31, 2017
Amount of Financing								$ 20,000					$ 20,000		$ 20,000
Conversions
Outstanding Balance								$ 20,000					20,000		20,000
Unamortized Discount													6,740		16,685
Net balance													$ 13,260		$ 3,315
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On April 1, 2017 [Member]
Date of Financing													Jan. 01, 2017
Date of Maturity						Apr. 01, 2017							Jun. 30, 2017
Amount of Financing						$ 20,000							$ 20,000
Conversions
Outstanding Balance						$ 20,000							20,000
Unamortized Discount													10,111
Net balance													$ 9,889
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On May 1, 2017 [Member]
Date of Financing													Feb. 01, 2017
Date of Maturity					May 01, 2017								Jul. 31, 2017
Amount of Financing					$ 20,000								$ 20,000
Conversions
Outstanding Balance					$ 20,000								20,000
Unamortized Discount													13,556
Net balance													$ 6,444
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On June 30, 2017 [Member]
Date of Financing													Mar. 01, 2017
Date of Maturity			Jun. 30, 2017										Aug. 31, 2017
Amount of Financing			$ 20,000										$ 20,000
Conversions
Outstanding Balance			$ 20,000										20,000
Unamortized Discount													16,721
Net balance													$ 3,279
8% Convertible Promissory Notes Due On June 30, 2017 [Member] | Cape One Master Fund II LLP [Member]
Date of Financing													Dec. 15, 2015		Dec. 15, 2015
Date of Maturity													Jun. 30, 2017		Jun. 30, 2017
Amount of Financing												$ 344,000	$ 344,000		$ 344,000
Conversions
Outstanding Balance												$ 344,000	344,000		344,000
Unamortized Discount													55,602		120,980
Net balance													288,398		$ 223,020
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Amount of Financing													$ 1,430,005
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Predecessor [Member]
Date of Financing													Jun. 23, 2016		Jun. 23, 2016
Date of Maturity													Dec. 31, 2017		Dec. 31, 2017
Amount of Financing													$ 1,430,005		$ 1,430,005
Conversions													(9,615)		(1,680)
Outstanding Balance													1,420,390		1,428,325
Unamortized Discount													707,287		938,762
Net balance													$ 713,103		$ 489,563
December 27, 2016 Financing [Member] | Convertible Promissory Note [Member]
Date of Financing													Dec. 27, 2016		Dec. 27, 2016
Date of Maturity													Dec. 27, 2017		Dec. 27, 2017
Amount of Financing							$ 128,775						$ 128,775		$ 128,775
Conversions
Outstanding Balance							$ 128,775						128,775		128,775
Unamortized Discount													95,611		127,364
Net balance													$ 33,164		$ 1,411
November 25, 2016 Financing [Member] | Convertible Promissory Note [Member]
Date of Financing													Nov. 25, 2016		Nov. 25, 2016
Date of Maturity													Aug. 31, 2017		Aug. 31, 2017
Amount of Financing									$ 7,500				$ 7,500		$ 7,500
Conversions
Outstanding Balance									$ 7,500				7,500		7,500
Unamortized Discount													4,113		6,532
Net balance													$ 3,387		$ 968

XML

CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($)

3 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Convertible Notes Payable (at face value)

$ 2,102,665

$ 1,968,600

Surrender and Amendment Agreement ("Surrender and Amendment") [Member]

Original Amount

1,430,005

Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Alpha Capital Anstalt, LLC [Member] | Convertible Debt #1 [Member]

Original Amount

900,000

Convertible Notes Payable (at face value)

$ 900,000

Date Issued

Jun. 29, 2016

Interest rate

10.00%

Description of conversion

Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Marlin Capital LLC [Member] | Convertible Debt #2 [Member]

Original Amount

$ 210,000

Convertible Notes Payable (at face value)

$ 210,000

Date Issued

Jun. 29, 2016

Interest rate

10.00%

Description of conversion

Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Bull Hunter LLC [Member] | Convertible Debt #3 [Member]

Original Amount

$ 140,000

Convertible Notes Payable (at face value)

$ 140,000

Date Issued

Jun. 29, 2016

Interest rate

10.00%

Description of conversion

Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Oscaleta Partners LLC [Member] | Convertible Debt #4 [Member]

Original Amount

$ 180,005

Convertible Notes Payable (at face value)

$ 170,390

Date Issued

Jun. 29, 2016

Interest rate

10.00%

Description of conversion

Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

XML

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)

3 Months Ended

12 Months Ended

Mar. 28, 2017

Mar. 21, 2017

Mar. 01, 2017

Feb. 13, 2017

Feb. 01, 2017

Jan. 02, 2017

Dec. 27, 2016

Dec. 01, 2016

Nov. 25, 2016

Nov. 01, 2016

Oct. 01, 2016

Dec. 15, 2015

Mar. 31, 2017

Mar. 31, 2016

Dec. 31, 2016

Convertible notes payable

$ 1,111,727

$ 734,998

Convertible notes payable, face value

2,102,665

1,968,600

Debt accrued interest

(10,713)

Net proceeds from debt issuance

82,000

1,970,280

Unamortized balance

990,938

1,233,602

Cape One Master Fund II LLP [Member] | 8% Convertible Promissory Notes Due On June 30, 2017 [Member]

Convertible notes payable

288,398

223,020

Convertible notes payable, face value

$ 344,000

344,000

344,000

Net proceeds from debt issuance

$ 344,000

344,000

344,000

Unamortized balance

$ 55,602

$ 120,980

Maturity date

Jun. 30, 2017

Jun. 30, 2017

Interest rate

8.00%

Conversion price (in dollars per share)

$ 0.02

10% Convertible Promissory Note Due April 1, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 20,000

$ 10,055

Convertible notes payable, face value

$ 20,000

20,000

20,000

Description of conversion

The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

20,000

Unamortized balance

$ 0

$ 9,945

Maturity date

Apr. 01, 2017

Mar. 31, 2017

Mar. 31, 2017

Interest rate

10.00%

10% Convertible Promissory Note Due May 1, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 16,667

$ 6,667

Convertible notes payable, face value

$ 20,000

20,000

20,000

Description of conversion

The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

20,000

Unamortized balance

$ 3,333

$ 13,333

Maturity date

May 01, 2017

Apr. 30, 2017

Apr. 30, 2017

Interest rate

10.00%

10% Convertible Promissory Note Due June 30, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 13,260

$ 3,315

Convertible notes payable, face value

$ 20,000

20,000

20,000

Description of conversion

The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

20,000

Unamortized balance

$ 6,740

$ 16,685

Maturity date

Jun. 30, 2017

May 31, 2017

May 31, 2017

Interest rate

10.00%

12% Convertible Promissory Notes Due On March 21, 2018 [Member]

Convertible notes payable

$ 1,562

Convertible notes payable, face value

$ 57,000

57,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Net proceeds from debt issuance

$ 57,000

57,000

Unamortized balance

$ 55,438

Maturity date

Mar. 21, 2018

Interest rate

12.00%

10% Convertible Promissory Notes Due On February 13, 2018 [Member]

Convertible notes payable

$ 2,521

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Net proceeds from debt issuance

$ 20,000

20,000

Unamortized balance

$ 17,479

Maturity date

Feb. 13, 2018

Interest rate

10.00%

10% Convertible Promissory Notes Due On March, 2018 [Member]

Convertible notes payable

$ 54

Convertible notes payable, face value

$ 5,000

5,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Net proceeds from debt issuance

$ 5,000

5,000

Unamortized balance

$ 4,946

Maturity date

Mar. 28, 2018

Dec. 31, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On April 1, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 9,889

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

Unamortized balance

$ 10,111

Maturity date

Apr. 01, 2017

Jun. 30, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On May 1, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 6,444

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

Unamortized balance

$ 13,556

Maturity date

May 01, 2017

Jul. 31, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On June 30, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 3,279

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Description of prepayment

The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

Net proceeds from debt issuance

$ 20,000

20,000

Unamortized balance

$ 16,721

Maturity date

Jun. 30, 2017

Aug. 31, 2017

Interest rate

10.00%

Surrender and Amendment Agreement ("Surrender and Amendment") [Member]

Original Amount

$ 1,430,005

Debt accrued interest

28,563

$ 28,563

Net proceeds from debt issuance

1,430,005

Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Predecessor [Member]

Convertible notes payable

713,103

489,563

Convertible notes payable, face value

1,420,390

1,428,325

Redemption in debt face amount

300,000

Debt accrued interest

$ 600,000

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. 

Net proceeds from debt issuance

$ 1,430,005

1,430,005

Unamortized balance

$ 707,287

$ 938,762

Maturity date

Dec. 31, 2017

Dec. 31, 2017

Interest rate

10.00%

December 27, 2016 Financing [Member] | Convertible Promissory Note [Member]

Convertible notes payable

$ 33,164

$ 1,411

Convertible notes payable, face value

$ 128,775

128,775

128,775

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Net proceeds from debt issuance

$ 128,775

128,775

128,775

Unamortized balance

$ 95,611

$ 127,364

Maturity date

Dec. 27, 2017

Dec. 27, 2017

Interest rate

10.00%

November 25, 2016 Financing [Member] | Convertible Promissory Note [Member]

Convertible notes payable

$ 3,387

$ 968

Convertible notes payable, face value

$ 7,500

7,500

7,500

Description of conversion

The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.

Net proceeds from debt issuance

$ 7,500

7,500

7,500

Unamortized balance

$ 4,113

$ 6,532

Maturity date

Aug. 31, 2017

Aug. 31, 2017

XML

ADVANCES FROM RELATED PARTY (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Advances from Related Party	$ 461,463	$ 127,148

XML

ADVANCES FROM RELATED PARTY (Details Narrative)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related party interest rate (per month)	1.00%

XML

DUE TO RELATED PARTY (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Due from related party	$ 221,743	$ 221,743
Advanced By Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party	25,743	25,743
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Short-term Debt [Line Items]
Due from related party	$ 196,000	$ 196,000

XML

DUE TO RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Short-term Debt [Line Items]
Due from related party	$ 221,743		$ 221,743
Advances from related party	334,315
Advanced By Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party	25,743		25,743
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Short-term Debt [Line Items]
Due from related party	$ 196,000		$ 196,000
Interest rate	5.25%
Advances from related party	$ 20,000
Advances for expenses from related party	$ 5,743

XML

DERIVATIVE LIABILITY (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Note conversion feature liabilities	$ 2,976,952	$ 2,077,850
Total	3,131,243	2,165,891
Warrant [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total	$ 154,291	$ 88,041

XML

STOCKHOLDERS' DEFICIENCY (Details) - Warrant [Member] - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding: beginning of the year	1,217,941	545,294
Granted during the year		675,000
Cancelled or forfeited		(2,353)
Outstanding: end of year	1,217,941	1,217,941
Exercisable: end of year	1,217,941	1,217,941
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Exercise Price [Roll Forward]
Outstanding: beginning of the year	$ 0.35	$ 1.13
Granted		0.07
Cancelled or forfeited		102.00
Outstanding: end of year	0.35	0.35
Exercisable: end of year	$ 0.35	$ 0.35
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Remaining Contractual Term [Roll Forward]
Outstanding: beginning of the year	3 years 10 months 24 days	5 years 10 months 24 days
Outstanding: end of year	3 years 7 months 6 days	4 years 10 months 24 days
Exercisable: end of year	3 years 7 months 6 days	4 years 10 months 24 days

XML

STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Percentage of stock conversion limit	4.99%
Outstanding intrinsic value	$ 0
Exercisable intrinsic value	$ 0
Common Stock [Member]
Number of common stock issued for conversion of debt (in shares)	1,948,977
Debt conversion	$ 18,648
Series E Preferred Stock [Member]
Percentage of stock conversion limit	4.99%
Percentage of common stock converted	95.00%
Number of shares issued	28,500
Liquidation preference, face value (in dollars per share)	$ 35	$ 35
Accrued dividends	$ 38,397

XML

SEGEMENT DATA (Details Narrative)	3 Months Ended
	Mar. 31, 2017 Segment
Segment Reporting [Abstract]
Number of segment	1

XML

LEASES (Details Narrative) - Gulf Boulevard, Madeira Beach FL. [Member]	3 Months Ended
	Mar. 31, 2017 USD ($)
Rent expense per month	$ 1,500
Rent expense	$ 4,500

XML

RELATIONSHIPS WITH AFFILIATES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Due from related party	$ 221,743		$ 221,743
Compensation expense	90,000
Madeira Beach Seafood, Inc [Member]
Loans	25,000
Monthly rent	1,500
Compensation expense	90,000
Monthly compensation expenses	30,000
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Due from related party	$ 196,000		$ 196,000
Interest rate	5.25%

XML

SUBSEQUENT EVENTS (Details Narrative)

May 01, 2017

USD ($)

Apr. 27, 2017

USD ($)

Apr. 01, 2017

USD ($)

shares

Mar. 31, 2017

USD ($)

Dec. 31, 2016

USD ($)

Convertible notes payable, face value

$ 2,102,665

$ 1,968,600

Subsequent Event [Member] | Investor [Member]

Convertible notes payable, face value

$ 4,519

Number of shares converted | shares

350,339

Subsequent Event [Member] | 10% Convertible Promissory Notes Due On February 13, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.

Subsequent Event [Member] | Convertible Promissory Notes Due On December 31, 2017 [Member]

Convertible notes payable, face value

$ 15,000

Description of conversion

The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.

Subsequent Event [Member] | Convertible Promissory Notes Due On November 1, 2017 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.

Subsequent Event [Member] | Consulting Agreement [Member]

Consulting fees per month

$ 5,000