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:                                      June 30, 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: 7,371,670 as of October 13, 2017

Table of Contents

PART I-FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016	3
		Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2017 and 2016	4
		Condensed Consolidated Statements of Stockholders’ Deficiency (unaudited) for the period December 31, 2016 through June 30, 2017	5
		Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2017 and 2016	6
		Notes to unaudited Condensed consolidated financial statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Forward-Looking Statements	23
	Item 4.	Controls and Procedures	28
PART II-OTHER INFORMATION
	Item 1.	Legal Proceedings	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
	Item 3.	Defaults Upon Senior Securities	29
	Item 4.	Mine Safety Disclosures	29
	Item 5.	Other Information	29
	Item 6.	Exhibits	29
SIGNATURES			30

2

Item 1.  Financial Statements

 OMNI SHRIMP, INC.

 CONDENSED CONSOLIDATED BALANCE SHEETS 

	June 30, 2017			December 31, 2016
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash	$	36,325		$	200,107
Accounts Receivable net of Allowance for doubtful accounts of $65,307 and $-0- at June 30, 2017 and December 31, 2016, respectively		212,473			156,650
Inventory		313,393			119,813
Prepaid and Other		1,430			2,309
Total Current Assets		563,620			478,879
NON-CURRENT ASSETS
Property and Equipment, net		797			797
Total Non-current assets		797			797
Total Assets	$	564,417		$	479,676
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts Payable	$	159,666			148,847
Accrued Expenses		546,694			362,356
Accrued Interest		215,110			134,279
Accrued Dividend Payable on  Series E Preferred		50,832			26,099
Convertible Notes Payable , face value of $2,134,415 and $1,968,600, net of discount of $631,715 and $1,233,602, resspectively at June 30, 2017 and December 31, 2016, respectively		1,502,700			734,998
Advances from Related party		184,900			127,148
Due to Related Party		311,743			221,743
Derivative liability		3,991,312			2,165,891
Total Current Liabilities		6,962,956			3,921,362
STOCKHOLDERS’ DEFICIENCY:
Preferred Series E, 28,500 and 28,500 shares outstanding at June 30, 2017 and December 31, 2016, respectively, par value $.001 per share, liquidation preference of $1,048,332 and $1,023,599 at June 30, 2017 and December 31 2016, respectively		29			29
Common stock at $0.001 par value: 800,000,000 shares authorized; 6,769,474 and 3,854,185 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively		6,769			3,854
Dividends due to Series E Preferred Holders		(50,832	)		(26,099	)
Additional paid-in capital		39,427			14,864
Accumulated deficit		(6,393,933	)		(3,434,334	)
Total Stockholders’ Deficiency		(6,398,539	)		(3,441,686	)
Total Liabilities and Stockholders’ Deficiency	$	564,417		$	479,676

See notes to unaudited condensed consolidated financial statements

3

OMNI SHRIMP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months			Three months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
INCOME:
Revenue	$	816,401		$	616,586		$	1,589,747		$	1,250,800
Cost of Goods Sold		773,006			542,188			1,452,713			1,087,683
Gross Profit		43,396			74,398			137,034			163,117
OPERATING EXPENSES:
Compensation Expense		90,000			—			180,000			—
Professional Fees		29,684			1,688			40,004			1,688
Consulting Services		33,012			—			107,685			—
Transportation, Storage and Broker Fees		36,089			17,139			76,692			38,538
General and Administrative Expenses		32,809			2,891			63,413			3,234
Sales and Marketing		2,233			5,233			18,530			7,367
Bad Debt Expense		65,307			—			65,307			—
Total operating expenses		289,135			26,952			551,631			50,825
INCOME (LOSS) FROM OPERATIONS		(245,739	)		47,446			(414,597	)		112,291
OTHER INCOME (EXPENSE):
Interest expense		(462,110	)		(2,154	)		(896,581	)		(2,154	)
Loss on change in fair market value of derivative liability		(753,909	)		—			(1,648,421	)		—
Other income (expense), net		(1,216,019	)		(2,154	)		(2,545,002	)		(2,154	)
Loss before income tax provision		(1,461,759	)		45,292			(2,959,599	)		110,138
Income tax provision		—			—			—			—
NET INCOME (LOSS) OMNI SHRIMP INC		(1,461,759	)		45,292			(2,959,599	)		110,138
Accrued dividends to Preferred Stockholders		(12,435	)					(24,733	)
Net Income (Loss) applicable to common shareholders	$	(1,474,193	)	$	45,292		$	(2,984,332	)	$	110,138
Basic Earnings; Gain (loss) per share	$	(0.24	)	$	.02		$	(0.52	)	$	0.04
Diluted Earnings: Gain (loss) per share	$	(0.24	)	$	.01		$	(0.52	)	$	0.02
Weighted average common shares outstanding
- Basic and diluted		6,197,858			2,894,684			5,730,232			2,894,684
- Diluted		6,197,858			7,150,185			5,730,232			7,150,185

See notes to unaudited condensed consolidated financial statements

4

OMNI SHRIMP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

	Preferred Stock Series E, $0.001 Par Value				Common Stock, $0.001 Par Value				Dividends on Preferred Stock			Additional Paid-in		Accumulated			Total Stockholders’
	Number of				Number of
	Shares		Amount		Shares		Amount		Series E			Capital		Deficit			Deficiency
Balance, December 31, 2016		28,500	$	29		3,854,185	$	3,854	$	(26,099	)	$	14,864	$	(3,434,334	)	$	(3,441,687	)
Issuance of common stock for conversion of debt		—		—		2,915,289		2,915		—			24,564		—			27,479
Issuance of Dividends on Series E Preferred		—		—		—		—		(24,733	)		—		—			(24,733	)
Net loss for the six months ended  June 30, 2017		—		—		—		—		—			—		(2,959,599	)		(2,959,599	)
Balance, June 30, 2017		28,500	$	29		6,769,474	$	6,769	$	(50,832	)	$	39,427	$	(6,393,933	)	$	(6,398,539	)

See notes to unaudited condensed consolidated financial statements

5

OMNI SHRIMP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30, 2017			For the six months ended June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(2,959,599	)	$	110,138
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad Debt Expense		65,307			—
Loss on change in fair market value of derivative liability		1,648,421			—
Amortization of Convertible note discount		778,887			—
Changes in operating assets and liabilities:
Accounts Receivable		(121,130	)		(224,564	)
Inventory		(193,580	)		(112,980	)
Prepaid and Other		879			(151	)
Accounts Payable and Accrued Expenses		195,157			185,614
Accrued Interest		97,125			—
NET CASH USED IN OPERATING ACTIVITIES		(488,533	)		(41,943	)
CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH FROM IN INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in advances from Related party		184,595			—
Increase in due to Related party		(36,843	)		133,743
Issuance of convertible debt for cash		102,000			—
Issuance of Consulting Notes		75,000			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		324,751			133,743
NET CHANGE IN CASH		(163,782	)		91,800
Cash at beginning of period		200,107			—
Cash at end of period	$	36,325			91,800
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:
Convertible debentures and accrued interest retired through issuance of common stock	$	27,479		$	—
Notes issued for Consulting services	$	75,000		$	—
Debt discount as a result of beneficial conversion feature	$	177,000		$	—

See notes to unaudited condensed consolidated financial statements

6

Omni Shrimp, Inc.

June 30, 2017

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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

Interim Financial Statements

The condensed consolidated financial statements include the following: 1) Balance sheets as of June 30, 2017 and December 31, 2016; 2) Statements of Operations for the three months and six months ended June 30, 2017 and June 30, 2016; 3) Statement of Shareholders’ Deficiency from December 31, 2016 through June 30, 2017, and 4) Statement of Cash Flows for the six months ended June 30, 2017 and June 30, 2016. They are unaudited. However, in the opinion of management of the Company, these condensed 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 condensed 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 condensed consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed 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 condensed 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 and six month period ending June 30, 2017 of approximately ($1,462,000) and ($2,960,000), respectively. The Company had negative working capital and stockholders’ deficiency of approximately $6,400,000 at June 30, 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 condensed consolidated financial statements include assumed former liabilities of our former parent company. 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.

7

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.

The Company intends to have further communications with the Staff regarding their determination as to the Company’s shell company status.

The financial statements enclosed herewith were prepared on the assumption that the Company was not a shell company on June 23, 2016 and is not a shell company at the present time.

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.

8

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), and

● We send directly to customers the remainder

Estimates 

The preparation of condensed 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.

9

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 and six month periods ending June 30, 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 June 30, 2017 there were 327,840,585 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. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments.

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 Condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10: Identifying Performance Obligations and Licensing and ASU 2016-12: Narrow Scope Improvements and Practical Expedients. The Company is currently assessing the impact that adopting these new revenue accounting standards will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

10

NOTE 2. ACCOUNTS RECEIVABLE

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:

	June 30, 2017			December 31, 2016
Accounts receivables	$	277,780		$	156,650
Allowance for doubtful accounts		(65,307	)		—
Accounts Receivable, net of Allowance for doubtful accounts	$	212,473		$	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. All inventory is finished product. The company uses the First In- First Out (“FIFO”) method for cost flow assumptions.

Balances of Inventory are as follows:

	June 30, 2017		December 31, 2016
Gross Inventory	$	313,393	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	313,393	$	119,813

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at June 30, 2017 and December 31, 2016:

	June 30, 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 and six months ended June 30, 2017 due to its immaterial nature.

11

NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible Notes payable totaled $1,502,700 and $734,998 at June 30, 2017 and December 31, 2016, respectively as follows:

	June 30, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,134,415		$	1,968,600
Unamortized discount		(631,715	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,502,700		$	734,998

The Company is currently in discussion with its creditors to extend the maturities of all of its outstanding indebtedness.

At June 30, 2017, the balances were as follows:

Convertible Notes Payable
Balance at June 30, 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	$	(12,865	)	$	1,417,140	$	473,239	$	943,901
Cape One Notes	15-Dec-15	30-Jun-17		344,000		—			344,000		0		344,000
December 27, 2016 cash financing	27-Dec-16	27-Dec-17		128,775		—			128,775		63,505		65,270
November 25,2016 cash financing	25-Nov-16	31-Aug-17		7,500		—			7,500		1,667		5,833
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		0		20,000
Consulting note-December 2016	1-Dec-16	31-May-17		20,000		—			20,000		0		20,000
March 21,2017 cash financing	21-Mar-17	21-Mar-18		57,000		—			57,000		41,227		15,773
February 13, 2017 cash financing	13-Feb-17	13-Feb-18		20,000		—			20,000		12,493		7,507
March 28,2017 cash financing	28-Mar-17	31-Dec-17		5,000		—			5,000		3,309		1,691
January 2017 consulting note	1-Jan-17	30-Jun-17		20,000		—			20,000		0		20,000
February 2017 consulting note	1-Feb-17	31-Jul-17		20,000		—			20,000		3,444		16,556
March 2017 consulting note	1-Mar-17	31-Jul-17		20,000		—			20,000		6,776		13,224
April 2017 consulting note	1-Apr-17	31-Aug-17		5,000		—			5,000		2,039		2,961
Alpha financing- April 2017	27-Apr-17	30-Apr-18		15,000		—			15,000		12,391		2,609
May 2017 consulting note	1-May-17	30-Sep-17		5,000		—			5,000		3,026		1,974
June 2017 consulting note	1-Jun-17	31-Oct-17		5,000		—			5,000		4,046		954
June 6, 2017 cash financing	6-Jun-17	28-Feb-18		5,000		—			5,000		4,551		449
Convertible Notes payable at June 30, 2017			$	2,147,280	$	(12,865	)	$	2,134,415	$	631,715	$	1,502,700

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

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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:

$1,417,140 in convertible notes payable (as detailed below), and $28,563 in accrued interest

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at June 30, 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	$	167,140
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,417,140

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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 $473,239. 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 $-0-. The notes matured 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 $63,505. The notes mature on December 27, 2017 and carry an interest rate of 8%.

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 20 trading days prior to conversion. The convertible note matures on August 31, 2017 and has a stated interest rate of 10%.

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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 $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 $1,667.

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 March 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 April 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $-0-. 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 May 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $-0-. The notes carry an interest rate of 10% and are due on May 31, 2017.

15

Financings in 2017

February 13, 2017 Financing

On that date, 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 20 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 $12,493. The notes mature on February 13, 2018 and carry an interest rate of 8%.

March 21, 2017 Financing

On that date, 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 25 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 $41,227. The notes mature on March 21, 2018 and carry an interest rate of 12% and a default interest rate of 24%.

March 28, 2017 Financing

On that date, 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 20 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 $3,309. The notes mature on December 31, 2017 and carry an interest rate of 10%.

April 27, 2017 Financing

On that date, the Company issued a note for $15,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 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 $15,000. 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 $12,391. The notes mature on April 30, 2018 and carry an interest rate of 8%.

June 6, 2017 Financing

On that date, 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 20 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 $4,551. The notes mature on February 28, 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 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 20 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 $-0-. The notes carry an interest rate of 10% and matured 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 July 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $3,444.

17

March 2017 

On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $6,776. The notes carry an interest rate of 10% and are due on July 31, 2017.

April 2017

On April 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on August 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $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 $2,039.

May 2017

On May 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on September 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $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 $3,026.

June 2017

On June 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on August 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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.

18

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 $4,046.

NOTE 6: ADVANCES FROM RELATED PARTY

Commencing in the fourth quarter of the prior 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:

	June 30, 2017		December 31, 2016
Advances from Related Party	$	184,900	$	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 June 30, 2017 and December 31, 2016, Omni Shrimp had utilized $286,000 and $196,000, respectively, 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 advance 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 June 30, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	June 30, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	286,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at June 30, 2017 and December 31, 2016	$	311,743	$	221,743

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NOTE 8. DERIVATIVE LIABILITY

The Company’s derivative liabilities as of June 30, 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 June 30, 2017 and December 31, 2016.

The fair value of the derivative liabilities as of June 30, 2017 and December 31, 2016 are as follows:

	June 30, 2017		December 31, 2016
Note conversion feature liabilities	$	3,974,897	$	2,077,850
Warrant liability		16,415		88,041
Total	$	3,991,312	$	2,165,891

NOTE 9. STOCKHOLDERS’ DEFICIENCY

Common Stock

Common Stock Issuances 

During 2017, the Company issued 2,915,289 common shares in satisfaction of $11,185 of principal obligations plus $16,294 of accrued interest to lenders on convertible debt.

Warrants

The company still has the following 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 period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3
Warrants exercisable: end of period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3

As of June 30, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0.

As of December 31, 2016, 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 $50,832 have been accrued since issuance.

The Series E Preferred stock has a liquidation preference of $1,048,332 as follows:

Shares outstanding		28,500
Face value per share	$	35
Total face value		997,500
Accrued dividends		50,832
Liquidation preference at June 30, 2017	$	1,048,332

NOTE 10. SEGEMENT DATA

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

NOTE 10. 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 June 30, 2017 was $9.000.

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NOTE 11. 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, $180,000 at June 30, 2017 has been incurred by the Company to compensate MBS for their services in 2017. Throughout the year, each individual has paid been $60,000 through June 30, 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 June 30, 2017, the Company has borrowed $282,000 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 12. SUBSEQUENT EVENTS

Issuance of Common stock

On July 26, 2017, the Company issued 602,196 shares for the conversion of $3,000 of convertible debt plus $3,333 in accrued interest.

Issuance of Debt

On July 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on November 30, 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 70% 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.

22

On July 10, 2017, the Company issued a note for $15,000 for cash. The convertible promissory note bears twelve percent interest and matures on July 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock a conversion price at the lesser of (a) seventy five percent of the closing bid price for the Company’s common stock on the date of issuance or (b) 70% of the lowest closing bid price for the thirty 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 August 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent 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 70% 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 September 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on January 31, 2018. 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 70% 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 October 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on February 28, 2018. 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 70% 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.

New Consulting Contract

Effective July 1, 2017, the Company entered into a new consulting contract with Wall Street Consulting Group, Inc. (“WSCG”) WSCG will provide sponsorship for the Company’s stock in the public markets. This will include, among other things: a) introducing the Company to retail brokers; b) disseminating company emails; c) holding investor conference calls and d) answering inquiries by stockholders.

WSCG’s fee shall be $5,000 per month. In addition, they will receive 20,000 restricted shares and 20,000 options exercisable at $.035 for two years.

Advance from Related Party

From July 1, to the date of this report Ms. Giampietro has advanced the Company about $89,500 and has been repaid approximately $114,000. As a result, the balance owed is approximately $25,500 less than it was at June 30, 2017.

Discussions with Creditors

The Company is currently in discussion with its creditors to extend the maturities of all of its outstanding indebtedness.

23

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;

24

● 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 condensed 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 six months ended June 30, 2017 of approximately $2,960,000, but used approximately $488,000 in cash from operations. The Company had negative working capital and stockholders’ deficiency of approximately $6,399,000 at June 30, 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 June 30, 2017 the Company owed approximately $2,350,000 to lenders in the form of convertible notes payable and accrued interest to unrelated parties. 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.

25

Operating activities

Net cash (used) in operating activities for the six months ended June 30, 2017 and 2016 was ($488,533) and ($42,093), respectively. The net loss generated for the six months ended June 30, 2017 was ($2,959,599) compared to net income of $110,138 in the six month period ended June 30, 2016. The following items were used to reconcile the change in net income (loss) for the following three month periods:

	June 30, 2017			June 30, 2016
Net income (loss)	$	(2,959,599	)	$	110,138
Add:
Gain on change in fair value of derivative liability		1,648,421			—
Amortization of convertible note discount		778,887
Bad Debt Expense		65,307			—
Change in Working capital and other		(21,549	)		(152,081	)
Cash used in Operating activities	$	(488,533	)		(41,943	)

Investing activities

There were no cash flows from investing activities for the six months ended June 30, 2017 or June 30, 2016.

Financing Activities

During the six months ended June 30, 2017, the Company generated cash flows of $324,751 through related party advances of $184,595, issuances of cash notes of $102,000 and consulting notes of $75,000. These were offset by repayments of amounts due to related parties of $36,843. During the six months ended June 30, 2016, the Company borrowed an additional $133,743 from a Related Party.

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 six months ended June 30, 2017.

Comparison of Statement of Operations for the three months and six months ended June 30, 2017 and 2016

Three months ended June 30, 2017 and 2016

Revenue, Cost of Goods Sold and Gross Profit

Revenue, Cost of goods sold and gross profit for the three months ended June 30, 2017 and 2016 were as follows:

	June 30, 2017		June 30, 2016
Revenue	$	816,401	$	616,586
Cost of goods sold		773,006		542,188
Gross Profit	$	43,396	$	74,398
Gross profit margin		5%		12%

Revenues were $199,816 higher, in the quarter ended June 30, 2017, due to expansion of operations.

26

Cost of goods sold were $230,818 higher, in the quarter ended June 30, 2017 due to expansion of operations.

The Company’s margins were lower in the quarter ended June 30, 2017 due to the mix of product that was sold during the second quarter.

Operating Expenses

Operating expenses were $289,135 for the three months ended June 30, 2017 versus $26,952 in the three months ended June 30, 2016.

Compensation Expense was $90,000 and $-0- for the quarter ended June 30, 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 $29,684 and $1,688 for the quarter ended June 30, 2017 and 2016, respectively. These expenses related to audit and legal fees. The increase was due to becoming a public company.

Consulting services were $33,012 and $-0- for the quarter ended June 30, 2017 and 2016, respectively, primarily due to the establishment of consulting contracts in the current year.

Transportation, Storage and Broker Fees were $36,089 and $17,139 for the quarter ended June 30, 2017 and 2016, respectively. These expenses are associated with storage in freezer facilities, transporting to buyers as well as paying brokers for arranging sales.

General and Administrative Expenses were $32,809 and $2,891 for the quarter ended June 30, 2017 and 2016, respectively. These expenses are comprised mostly of rent, travel, payroll taxes and SEC filing expenses. Expenses were higher due to the cost of being a public entity.

Sales and Marketing Expenses were $2,233 and $5,233 for the quarter ended June 30, 2017 and 2016, respectively. These expenses are mostly for advertising.

Bad Debt Expense was $65,307 and $-0- for the quarter ended June 30, 2017 and 2016, respectively. The expense in 2017 relates to a receivable which was not remitted to the Company form one of its brokers. The Company is contemplating various steps to obtain these funds, including legal action.

Other Income (expense), net for the three months ended June 30, 2017 and 2016

Other income (expense) for the three months ended June 30, 2017 was ($1,216,019). There was ($2,154) in other income (expense) for the three month period ended June 30, 2016.

Interest expense was ($462,110) for the three months ended June 30, 2017. $394,223 was the amortization of discounts on convertible notes after the establishment of derivative liabilities, a non-cash item. The remainder was the interest on the convertible and non-convertible indebtedness of the Company.

Loss on Change of the Fair market value of the derivative liability was ($753,909) for the three month period ending June 30, 2017. This was principally due to increased volatility in the stock price for the current period.

27

Six months ended June 30, 2017 and 2016

Revenue, Cost of Goods Sold and Gross Profit

Revenue, Cost of goods sold and gross profit for the six months ended June 30, 2017 and 2016 were as follows:

	June 30, 2017			June 30, 2016
Revenue	$	1,589,747		$	1,250,800
Cost of goods sold		1,452,713			1,087,683
Gross Profit	$	137,034		$	163,117
Gross profit margin		9	%		13	%

Revenues were $338,947 higher, in the six months ended June 30, 2017 due to the expansion of the Company’s operations.

Cost of goods sold were $365,030 higher, in the six months ended June 30, 2017 due to the expansion of the Company’s operations.

The Company’s margins were lower in the six months ended June 30, 2017 due to the mix of product that was sold during that timeframe.

Operating Expenses

Operating expenses were $551,631 for the six months ended June 30, 2017 versus $50,825 for the six months ended June 30, 2016.

Compensation Expense was $180,000 and $-0- for the six months ended June 30, 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 $40,004 and $1,688 for the six months ended June 30, 2017 and 2016, respectively. These expenses related to audit and legal expenses. The increase was due to the Company becoming a public entity.

Consulting services were $107,685 and $-0- for the six months ended June 30, 2017 and 2016, respectively, primarily due to the establishment of consulting contracts.

Transportation, Storage and Broker Fees were $76,692 and $38,538 for the six months ended June 30, 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 $63,413 and $3,234 for the six months ended June 30, 2017 and 2016, respectively. These expenses are comprised mostly of rent, travel, payroll taxes and SEC filing expenses.

Sales and Marketing Expenses were $18,530 and $7,367 for the six months ended June 30, 2017 and 2016, respectively. These expenses are mostly for advertising

Bad Debt Expense was $65,307 and $-0- for the six months ended June 30, 2017 and 2016, respectively. The expense in 2017 relates to a receivable which was not remitted to the Company form one of its brokers. The Company is contemplating various steps to obtain these funds, including legal action.

28

Other Income (expense), net for the six months ended June 30, 2017 and 2016

Other income (expense) for the six months ended June 30, 2017 was ($2,545,002). There was ($2,154) in other income (expense) for the three month period ended June 30, 2016.

Interest expense was ($896,581) for the six months ended June 30, 2017. $778,887 was the amortization of discounts on convertible notes after the establishment of derivative liabilities, a non-cash item. The remainder was the interest on the convertible and non-convertible indebtedness of the Company.

Loss on Change of the Fair market value of the derivative liability was ($1,648,421) for the six month period ending June 30, 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, 2016 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.

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.

29

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.

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 Condensed consolidated financial statements	*
101. INS	XBRL Instance Document	*
101. SCH	XBRL Taxonomy Extension Schema Document	*
101 CAL	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

30

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:	October 13, 2017	/s/ Colm Wrynn
		Colm Wrynn
		President and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

31

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”);

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:  October 13, 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 period ending June 30, 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:  October 13, 2017

/s/ Colm Wrynn

Colm Wrynn

President and Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Oct. 13, 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	Jun. 30, 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		7,371,670
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2017

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 36,325	$ 200,107
Accounts Receivable net of Allowance for doubtful accounts of $65,307 and $-0- at June 30, 2017 and December 31, 2016, respectively	212,473	156,650
Inventory	313,393	119,813
Prepaid and Other	1,430	2,309
Total Current Assets	563,620	478,879
NON-CURRENT ASSETS
Property and Equipment, net	797	797
Total Non-current assets	797	797
Total Assets	564,417	479,676
CURRENT LIABILITIES:
Accounts Payable	159,666	148,847
Accrued Expenses	546,694	362,356
Accrued Interest	215,110	134,279
Accrued Dividend Payable onSeries E Preferred	50,832	26,099
Convertible Notes Payable , face value of $2,134,415 and $1,968,600, net of discount of $631,735 and $1,233,602, resspectively at June 30, 2017 and December 31, 2016, respectively	1,502,700	734,998
Advances from Related party	184,900	127,148
Due to Related Party	311,743	221,743
Derivative liability	3,991,312	2,165,891
Total Current Liabilities	6,962,956	3,921,362
STOCKHOLDERS' DEFICIENCY:
Common stock at $0.001 par value: 800,000,000 shares authorized; 6,769,474 and 3,854,185 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	6,769	3,854
Dividends due to Series E Preferred Holders	(50,832)	(26,099)
Additional paid-in capital	39,427	14,864
Accumulated deficit	(6,393,933)	(3,434,334)
Total Stockholders' Deficiency	(6,398,539)	(3,441,686)
Total Liabilities and Stockholders' Deficiency	564,417	479,676
Series E Preferred Stock [Member]
STOCKHOLDERS' DEFICIENCY:
Preferred Series E, 28,500 and 28,500 shares outstanding at June 30, 2017 and December 31, 2016, respectively, par value $.001 per share, liquidation preference of $1,048,332 and $1,023,599 at June 30, 2017 and December 31 2016, respectively	$ 29	$ 29

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Allowance for doubtufl accounts	$ 65,307	$ 0
Convertible notes payable, face value	2,134,415	1,968,600
Debt discount	$ 631,715	$ 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	6,769,474	3,854,185
Common stock, outstanding	6,769,474	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	$ 1,048,332	$ 1,023,599

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
INCOME:
Revenue	$ 816,401	$ 616,586	$ 1,589,747	$ 1,250,800
Cost of Goods Sold	773,006	542,188	1,452,713	1,087,683
Gross Profit	43,396	74,398	137,034	163,117
OPERATING EXPENSES:
Compensation Expense	90,000		180,000
Professional Fees	29,684	1,688	40,004	1,688
Consulting Services	33,012		107,685
Transportation, Storage and Broker Fees	36,089	17,139	76,692	38,538
General and Administrative Expenses	32,809	2,891	63,413	3,234
Sales and Marketing	2,233	5,233	18,530	7,367
Bad Debt Expense	65,307		65,307
Total operating expenses	289,135	26,952	551,631	50,825
INCOME (LOSS) FROM OPERATIONS	(245,739)	47,446	(414,597)	112,291
OTHER INCOME (EXPENSE):
Interest expense	(462,110)	(2,154)	(896,581)	(2,154)
Loss on change in fair market value of derivative liability	(753,909)		(1,648,421)
Other income (expense), net	(1,216,019)	(2,154)	(2,545,002)	(2,154)
Loss before income tax provision	(1,461,759)	45,292	(2,959,599)	110,138
Income tax provision
NET INCOME (LOSS) OMNI SHRIMP INC	(1,461,759)	45,292	(2,959,599)	110,138
Accrued dividends to Preferred Stockholders	(12,435)		(24,733)
Net Income (Loss) applicable to common shareholders	$ (1,474,193)	$ 45,292	$ (2,984,332)	$ 110,138
Basic Earnings; Gain (loss) per share (in dollars per share)	$ (0.24)	$ 0.02	$ (0.52)	$ 0.04
Diluted Earnings: Gain (loss) per share (in dollars per share)	$ (0.24)	$ 0.01	$ (0.52)	$ 0.02
Weighted average common shares outstanding
- Basic and diluted (in shares)	6,197,858	2,894,684	5,730,232	2,894,684
- Diluted (in shares)	6,197,858	7,150,185	5,730,232	7,150,185

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($)	Preferred Stock Series E [Member]	Common Stock [Member]	Dividends on Preferred stock Series E[Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2016	$ 29	$ 3,854	$ (26,099)	$ 14,864	$ (3,434,334)	$ (3,441,686)
Beginning balance (in shares) at Dec. 31, 2016	28,500	3,854,185
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Elimination of common stock of Omni Shrimp upon merger
Elimination of common stock of Omni Shrimp upon merger (in shares)
Capital Contribution from Reverse Merger
Capital Contribution from Reverse Merger (in shares)
Issuance of common stock for conversion of debt		$ 2,915		24,564		27,479
Issuance of common stock for conversion of debt (in shares)		2,915,289
Issuance of Dividends on Series E Preferred			(24,733)			(24,733)
Original capital contribution
Original capital contribution (in shares)
Net loss					(2,959,599)	(2,959,599)
Ending balance at Jun. 30, 2017	$ 29	$ 6,769	$ (50,832)	$ 39,427	$ (6,393,933)	$ (6,398,539)
Ending balance (in shares) at Jun. 30, 2017	28,500	6,769,474

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$ (2,959,599)	$ 110,138
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad Debt Expense	65,307
Loss on change in fair market value of derivative liability	1,648,421
Amortization of Convertible note discount	778,887
Changes in operating assets and liabilities:
Accounts Receivable	(121,130)	(224,564)
Inventory	(193,580)	(112,980)
Prepaid and Other	879	(151)
Accounts Payable and Accrued Expenses	195,157	185,614
Accrued Interest	97,125
NET CASH USED IN OPERATING ACTIVITIES	(488,533)	(41,943)
CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH FROM IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in advances from Related party	184,595
Increase in due to Related party	(36,843)	133,743
Issuance of convertible debt for cash	102,000
Issuance of Consulting Notes	75,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	324,751	133,743
NET CHANGE IN CASH	(163,782)	91,800
Cash at beginning of period	200,107
Cash at end of period	36,325	91,800
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:
Convertible debentures and accrued interest retired through issuance of common stock	27,479
Notes issued for Consulting services	75,000
Debt discount as a result of beneficial conversion feature	$ 177,000

XML

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 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 condensed consolidated financial statements include the following: 1) Balance sheets as of June 30, 2017 and December 31, 2016; 2) Statements of Operations for the three months and six months ended June 30, 2017 and June 30, 2016; 3) Statement of Shareholders’ Deficiency from December 31, 2016 through June 30, 2017, and 4) Statement of Cash Flows for the six months ended June 30, 2017 and June 30, 2016. They are unaudited. However, in the opinion of management of the Company, these condensed 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 condensed 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 condensed consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed 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 condensed 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 and six month period ending June 30, 2017 of approximately ($1,462,000) and ($2,960,00), respectively. The Company had negative working capital and stockholders’ deficiency of approximately $6,400,000 at June 30, 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 condensed consolidated financial statements include assumed former liabilities of our former parent company. 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.

The Company intends to have further communications with the Staff regarding their determination as to the Company’s shell company status.

The financial statements enclosed herewith were prepared on the assumption that the Company was not a shell company on June 23, 2016 and is not a shell company at the present time.

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), and

● We send directly to customers the remainder

Estimates 

The preparation of condensed 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 and six month periods ending June 30, 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 June 30, 2017 there were 327,840,585 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. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments.

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 Condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10: Identifying Performance Obligations and Licensing and ASU 2016-12: Narrow Scope Improvements and Practical Expedients. The Company is currently assessing the impact that adopting these new revenue accounting standards will have on its consolidated financial statements. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. 

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ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 2. ACCOUNTS RECEIVABLE 

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: 

	June 30, 2017			December 31, 2016
Accounts receivables	$	277,780		$	156,650
Allowance for doubtful accounts		(65,307	)		—
Accounts Receivable, net of Allowance for doubtful accounts	$	212,473		$	156,650

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INVENTORY

6 Months Ended

Jun. 30, 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. All inventory is finished product. The company uses the First In- First Out (“FIFO”) method for cost flow assumptions.

Balances of Inventory are as follows:

	June 30, 2017		December 31, 2016
Gross Inventory	$	313,393	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	313,393	$	119,813

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PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2017

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at June 30, 2017 and December 31, 2016:

	June 30, 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 and six months ended June 30, 2017 due to its immaterial nature.

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CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 5. CONVERTIBLE NOTES PAYABLE

Convertible Notes payable totaled $ 1,502,700 and $734,998 at June 30, 2017 and December 31, 2016, respectively as follows:

	June 30, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,134,415		$	1,968,600
Unamortized discount		(631,715	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,502,700		$	734,998

The Company is currently in discussion with its creditors to extend the maturities of all of its outstanding indebtedness.

At June 30, 2017, the balances were as follows:

Convertible Notes Payable
Balance at June 30, 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	$	(12,865	)	$	1,417,140	$	473,239	$	943,901
Cape One Notes	15-Dec-15	30-Jun-17		344,000		—			344,000		0		344,000
December 27, 2016 cash financing	27-Dec-16	27-Dec-17		128,775		—			128,775		63,505		65,270
November 25,2016 cash financing	25-Nov-16	31-Aug-17		7,500		—			7,500		1,667		5,833
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		0		20,000
Consulting note-December 2016	1-Dec-16	31-May-17		20,000		—			20,000		0		20,000
March 21,2017 cash financing	21-Mar-17	21-Mar-18		57,000		—			57,000		41,227		15,773
February 13, 2017 cash financing	13-Feb-17	13-Feb-18		20,000		—			20,000		12,493		7,507
March 28,2017 cash financing	28-Mar-17	31-Dec-17		5,000		—			5,000		3,309		1,691
January 2017 consulting note	1-Jan-17	30-Jun-17		20,000		—			20,000		0		20,000
February 2017 consulting note	1-Feb-17	31-Jul-17		20,000		—			20,000		3,444		16,556
March 2017 consulting note	1-Mar-17	31-Jul-17		20,000		—			20,000		6,776		13,224
April 2017 consulting note	1-Apr-17	31-Aug-17		5,000		—			5,000		2,039		2,961
Alpha financing- April 2017	27-Apr-17	30-Apr-18		15,000		—			15,000		12,391		2,609
May 2017 consulting note	1-May-17	30-Sep-17		5,000		—			5,000		3,026		1,974
June 2017 consulting note	1-Jun-17	31-Oct-17		5,000		—			5,000		4,046		954
June 6, 2017 cash financing	6-Jun-17	28-Feb-18		5,000		—			5,000		4,551		449
Convertible Notes payable at June 30, 2017			$	2,147,280	$	(12,865	)	$	2,134,415	$	631,715	$	1,502,700

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:

$1,417,140 in convertible notes payable (as detailed below), and

$28,563 in accrued interest

Date Issued	Description	Purchaser	Original  Amount		Face value Outstanding at June 30, 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	$	167,140
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,417,140

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 $473,239. 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 $-0-. The notes matured 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 $63,505. The notes mature on December 27, 2017 and carry an interest rate of 8%.

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 20 trading days prior to conversion. The convertible note matures on August 31, 2017 and has a stated interest rate of 10%.

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 $1,667.

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 March 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 April 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $-0-. 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 May 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $-0-. The notes carry an interest rate of 10% and are due on May 31, 2017.

Financings in 2017

February 13, 2017 Financing

On that date, 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 20 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 $12,493. The notes mature on February 13, 2018 and carry an interest rate of 8%.

March 21, 2017 Financing

On that date, 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 25 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 $41,227. The notes mature on March 21, 2018 and carry an interest rate of 12% and a default interest rate of 24%.

March 28, 2017 Financing

On that date, 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 20 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 $3,309. The notes mature on December 31, 2017 and carry an interest rate of 10%.

April 27, 2017 Financing

On that date, the Company issued a note for $15,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 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 $15,000. 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 $12,391. The notes mature on April 30, 2018 and carry an interest rate of 8%.

June 6, 2017 Financing

On that date, 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 20 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 $4,551. The notes mature on February 28, 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 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 20 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 $-0-. The notes carry an interest rate of 10% and matured 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 July 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $3,444. 

March 2017 

On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $6,776. The notes carry an interest rate of 10% and are due on July 31, 2017.

April 2017

On April 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on August 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $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 $2,039.

May 2017

On May 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on September 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $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 $3,026.

June 2017

On June 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matures on August 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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 $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 $4,046.

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ADVANCES FROM RELATED PARTY

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

ADVANCES FROM RELATED PARTY

NOTE 6: ADVANCES FROM RELATED PARTY

Commencing in the fourth quarter of the prior 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:

	June 30, 2017		December 31, 2016
Advances from Related Party	$	184,900	$	127,148

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DUE TO RELATED PARTY

6 Months Ended

Jun. 30, 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 June 30, 2017 and December 31, 2016, Omni Shrimp had utilized $286,000 and $196,000, respectively, and 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 advance 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 June 30, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	June 30, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	286,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at June 30, 2017and December 31, 2016	$	311,743	$	221,743

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DERIVATIVE LIABILITY

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITY

NOTE 8. DERIVATIVE LIABILITY

The Company’s derivative liabilities as of June 30, 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 June 30, 2017 and December 31, 2016.

The fair value of the derivative liabilities as of June 30, 2017 and December 31, 2016 are as follows:

	June 30, 2017		December 31, 2016
Note conversion feature liabilities	$	3,974,897	$	2,077,850
Warrant liability		16,415		88,041
Total	$	3,991,312	$	2,165,891

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STOCKHOLDERS' DEFICIENCY

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

STOCKHOLDERS' DEFICIENCY

NOTE 9. STOCKHOLDERS’ DEFICIENCY 

Common Stock 

Common Stock Issuances 

During 2017, the Company issued 2,915,289 common shares in satisfaction of $11,185 of principal obligations plus $16,294 of accrued interest to lenders on convertible debt. 

Warrants

The company still has the following 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 period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3
Warrants exercisable: end of period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3

As of June 30, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0.

As of December 31, 2016, 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 $50,832 have been accrued since issuance. 

The Series E Preferred stock has a liquidation preference of $1,048,332 as follows: 

Shares outstanding		28,500
Face value per share	$	35
Total face value		997,500
Accrued dividends		50,832
Liquidation preference at June 30, 2017	$	1,048,332

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SEGEMENT DATA

6 Months Ended

Jun. 30, 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

6 Months Ended

Jun. 30, 2017

Leases [Abstract]

LEASES

NOTE 10. 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 June 30, 2017 was $9.000.

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RELATIONSHIPS WITH AFFILIATES

6 Months Ended

Jun. 30, 2017

Relationships With Affiliates

RELATIONSHIPS WITH AFFILIATES

NOTE 11. 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, $180,000 at June 30, 2017 has been incurred by the Company to compensate MBS for their services in 2017. Throughout the year, each individual has paid been $60,000 through June 30, 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 June 30, 2017, the Company has borrowed $282,000 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

6 Months Ended

Jun. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

Issuance of Common stock

On July 26, 2017, the Company issued 602,196 shares for the conversion of $3,000 of convertible debt plus $3,333 in accrued interest.

Issuance of Debt

On July 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on November 30, 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 70% 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 July 10, 2017, the Company issued a note for $15,000 for cash. The convertible promissory note bears twelve percent interest and matures on July 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock a conversion price at the lesser of (a) seventy five percent of the closing bid price for the Company’s common stock on the date of issuance or (b) 70% of the lowest closing bid price for the thirty 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 August 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent 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 70% 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 September 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on January 31, 2018. 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 70% 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 October 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on February 28, 2018. 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 70% 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.

New Consulting Contract

Effective July 1, 2017, the Company entered into a new consulting contract with Wall Street Consulting Group, Inc. (“WSCG”) WSCG will provide sponsorship for the Company’s stock in the public markets. This will include, among other things: a) introducing the Company to retail brokers; b) disseminating company emails; c) holding investor conference calls and d) answering inquiries by stockholders.

WSCG’s fee shall be $5,000 per month. In addition, they will receive 20,000 restricted shares and 20,000 options exercisable at $.035 for two years.

Advance from Related Party

From July 1, to the date of this report Ms. Giampietro has advanced the Company about $89,500 and has been repaid approximately $114,000. As a result, the balance owed is approximately $25,500 less than it was at June 30, 2017.

Discussions with Creditors

The Company is currently in discussion with its creditors to extend the maturities of all of its outstanding indebtedness.

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

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements 

The condensed consolidated financial statements include the following: 1) Balance sheets as of June 30, 2017 and December 31, 2016; 2) Statements of Operations for the three months and six months ended June 30, 2017 and June 30, 2016; 3) Statement of Shareholders’ Deficiency from December 31, 2016 through June 30, 2017, and 4) Statement of Cash Flows for the six months ended June 30, 2017 and June 30, 2016. They are unaudited. However, in the opinion of management of the Company, these condensed 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 condensed 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 condensed consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed 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 condensed 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 and six month period ending June 30, 2017 of approximately ($1,462,000) and ($2,960,00), respectively. The Company had negative working capital and stockholders’ deficiency of approximately $6,400,000 at June 30, 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 condensed consolidated financial statements include assumed former liabilities of our former parent company. 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.

The Company intends to have further communications with the Staff regarding their determination as to the Company’s shell company status.

The financial statements enclosed herewith were prepared on the assumption that the Company was not a shell company on June 23, 2016 and is not a shell company at the present time.

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), and

● We send directly to customers the remainder

Estimates

Estimates 

The preparation of condensed 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 and six month periods ending June 30, 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 June 30, 2017 there were 327,840,585 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. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments.

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 Condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10: Identifying Performance Obligations and Licensing and ASU 2016-12: Narrow Scope Improvements and Practical Expedients. The Company is currently assessing the impact that adopting these new revenue accounting standards will have on its consolidated financial statements. 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

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ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Schedule of accounts receivables

Balances of Accounts Receivables are as follows: 

	June 30, 2017			December 31, 2016
Accounts receivables	$	277,780		$	156,650
Allowance for doubtful accounts		(65,307	)		—
Accounts Receivable, net of Allowance for doubtful accounts	$	212,473		$	156,650

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INVENTORY (Tables)

6 Months Ended

Jun. 30, 2017

Inventory Disclosure [Abstract]

Schedule of inventory

Balances of Inventory are as follows:

	June 30, 2017		December 31, 2016
Gross Inventory	$	313,393	$	119,813
Allowance for Obsolescence		—		—
Inventory	$	313,393	$	119,813

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PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2017

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consisted of the following at June 30, 2017 and December 31, 2016:

	June 30, 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)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of total convertible debt

Convertible Notes payable totaled $ 1,502,700 and $734,998 at June 30, 2017 and December 31, 2016, respectively as follows:

	June 30, 2017			December 31, 2016
Convertible Notes Payable (at face value)	$	2,134,415		$	1,968,600
Unamortized discount		(631,715	)		(1,233,602	)
Convertible notes payable (net of discount)	$	1,502,700		$	734,998

Schedule of convertible debt acquisition

At June 30, 2017, the balances were as follows:

Convertible Notes Payable
Balance at June 30, 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	$	(12,865	)	$	1,417,140	$	473,239	$	943,901
Cape One Notes	15-Dec-15	30-Jun-17		344,000		—			344,000		0		344,000
December 27, 2016 cash financing	27-Dec-16	27-Dec-17		128,775		—			128,775		63,505		65,270
November 25,2016 cash financing	25-Nov-16	31-Aug-17		7,500		—			7,500		1,667		5,833
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		0		20,000
Consulting note-December 2016	1-Dec-16	31-May-17		20,000		—			20,000		0		20,000
March 21,2017 cash financing	21-Mar-17	21-Mar-18		57,000		—			57,000		41,227		15,773
February 13, 2017 cash financing	13-Feb-17	13-Feb-18		20,000		—			20,000		12,493		7,507
March 28,2017 cash financing	28-Mar-17	31-Dec-17		5,000		—			5,000		3,309		1,691
January 2017 consulting note	1-Jan-17	30-Jun-17		20,000		—			20,000		0		20,000
February 2017 consulting note	1-Feb-17	31-Jul-17		20,000		—			20,000		3,444		16,556
March 2017 consulting note	1-Mar-17	31-Jul-17		20,000		—			20,000		6,776		13,224
April 2017 consulting note	1-Apr-17	31-Aug-17		5,000		—			5,000		2,039		2,961
Alpha financing- April 2017	27-Apr-17	30-Apr-18		15,000		—			15,000		12,391		2,609
May 2017 consulting note	1-May-17	30-Sep-17		5,000		—			5,000		3,026		1,974
June 2017 consulting note	1-Jun-17	31-Oct-17		5,000		—			5,000		4,046		954
June 6, 2017 cash financing	6-Jun-17	28-Feb-18		5,000		—			5,000		4,551		449
Convertible Notes payable at June 30, 2017			$	2,147,280	$	(12,865	)	$	2,134,415	$	631,715	$	1,502,700

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:

$1,417,140 in convertible notes payable (as detailed below), and

$28,563 in accrued interest

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at June 30, 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	$	167,140
	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,417,140

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ADVANCES FROM RELATED PARTY (Tables)

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

Schedule of advances from related parties

Advances from Related parties are as follows:

	June 30, 2017		December 31, 2016
Advances from Related Party	$	184,900	$	127,148

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DUE TO RELATED PARTY (Tables)

6 Months Ended

Jun. 30, 2017

Related Party Transactions [Abstract]

Schedule of due to related party

At June 30, 2017 and December 31, 2016, the amount owed to MBS was as follows:

	June 30, 2017		December 31, 2016
Amount forwarded from MBS from Bank of America line	$	286,000	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743		25,743
Amount outstanding at June 30, 2017and December 31, 2016	$	311,743	$	221,743

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DERIVATIVE LIABILITY (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2017 and December 31, 2016 are as follows:

	June 30, 2017		December 31, 2016
Note conversion feature liabilities	$	3,974,897	$	2,077,850
Warrant liability		16,415		88,041
Total	$	3,991,312	$	2,165,891

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STOCKHOLDERS' DEFICIENCY (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Schedule of outstanding warrants

The company still has the following 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 period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3
Warrants exercisable: end of period		1,217,941		$	0.35		4.9		1,217,941	$	0.35		3.3

Schedule of liquidation preference stock

The Series E Preferred stock has a liquidation preference of $1,048,332 as follows:

Shares outstanding		28,500
Face value per share	$	35
Total face value		997,500
Accrued dividends		50,832
Liquidation preference at June 30, 2017	$	1,048,332

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

3 Months Ended

6 Months Ended

Jun. 23, 2016

Jun. 23, 2016

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Net loss

$ (1,461,759)

$ 45,292

$ (2,959,599)

$ 110,138

Working capital

(6,400,000)

Stockholders' deficiency

(6,398,539)

(6,398,539)

$ (3,441,686)

Income tax expense

Percentage of stock conversion limit

4.99%

Options And Securities [Member]

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

327,840,585

Series E Preferred Stock [Member]

Number of shares issued

28,500

Percentage of stock conversion limit

4.99%

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

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ACCOUNTS RECEIVABLE (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Accounts receivables	$ 277,780	$ 156,650
Allowance for doubtful accounts	(65,307)	0
Accounts Receivable, net of Allowance for doubtful accounts	$ 212,473	$ 156,650

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INVENTORY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Gross Inventory	$ 313,393	$ 119,813
Allowance for Obsolescence
Inventory	$ 313,393	$ 119,813

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PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
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 (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable (at face value)	$ 2,134,415	$ 1,968,600
Unamortized discount	(631,715)	(1,233,602)
Convertible notes payable (net of discount)	$ 1,502,700	$ 734,998

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CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)																		6 Months Ended		12 Months Ended
	Jun. 06, 2017	Jun. 01, 2017	May 01, 2017	Apr. 27, 2017	Apr. 02, 2017	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	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Amount of Financing																		$ 102,000		$ 1,970,280
Conversions																		(12,865)		(1,680)
Outstanding Balance																		2,134,415		1,968,600
Unamortized Discount																		631,715		1,233,602
Net balance																		$ 1,502,700		$ 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																		41,227
Net balance																		$ 15,773
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																		12,493
Net balance																		$ 7,507
10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Date of Financing																		Mar. 28, 2017
Date of Maturity						Dec. 31, 2017												Dec. 31, 2017
Amount of Financing						$ 5,000												$ 5,000
Conversions
Outstanding Balance						$ 5,000												5,000
Unamortized Discount																		3,309
Net balance																		$ 1,691
12% Convertible Promissory Notes Due On April 30, 2018 [Member]
Date of Financing																		Apr. 27, 2017
Date of Maturity				Apr. 30, 2018														Apr. 30, 2018
Amount of Financing				$ 15,000														$ 15,000
Conversions
Outstanding Balance				$ 15,000														15,000
Unamortized Discount																		12,391
Net balance																		$ 2,609
10% Convertible Promissory Notes Due On February 28, 2018 [Member]
Date of Financing																		Jun. 06, 2017
Date of Maturity	Feb. 28, 2018																	Feb. 28, 2018
Amount of Financing	$ 5,000																	$ 5,000
Conversions
Outstanding Balance	$ 5,000																	5,000
Unamortized Discount																		4,551
Net balance																		$ 449
Unrelated Party [Member] | 10% Convertible Promissory Note Due March 31, 2017 [Member]
Date of Financing																		Oct. 01, 2016		Oct. 01, 2016
Date of Maturity																Mar. 31, 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 April 30, 2017 [Member]
Date of Financing																		Nov. 01, 2016		Nov. 01, 2016
Date of Maturity															Apr. 30, 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																		0		13,333
Net balance																		$ 20,000		$ 6,667
Unrelated Party [Member] | 10% Convertible Promissory Note Due May 3, 2017 [Member]
Date of Financing																		Dec. 01, 2016		Dec. 01, 2016
Date of Maturity													May 31, 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																		0		16,685
Net balance																		$ 20,000		$ 3,315
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On April 1, 2017 [Member]
Date of Financing																		Jan. 01, 2017
Date of Maturity											Jun. 30, 2017							Jun. 30, 2017
Amount of Financing											$ 20,000							$ 20,000
Conversions
Outstanding Balance											$ 20,000							20,000
Unamortized Discount																		0
Net balance																		$ 20,000
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On July 31, 2017 [Member]
Date of Financing																		Feb. 01, 2017
Date of Maturity										Jul. 31, 2017								Jul. 31, 2017
Amount of Financing										$ 20,000								$ 20,000
Conversions
Outstanding Balance										$ 20,000								20,000
Unamortized Discount																		3,444
Net balance																		$ 16,556
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On July 31, 2017 [Member]
Date of Financing																		Mar. 01, 2017
Date of Maturity								Aug. 31, 2017										Jul. 31, 2017
Amount of Financing								$ 20,000										$ 20,000
Conversions
Outstanding Balance								$ 20,000										20,000
Unamortized Discount																		6,776
Net balance																		$ 13,224
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 31, 2017 [Member]
Date of Financing																		Apr. 01, 2017
Date of Maturity					Aug. 31, 2017													Aug. 31, 2017
Amount of Financing					$ 5,000													$ 5,000
Conversions
Outstanding Balance					$ 5,000													5,000
Unamortized Discount																		2,039
Net balance																		$ 2,961
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On September 30, 2017 [Member]
Date of Financing																		May 01, 2017
Date of Maturity			Sep. 30, 2017															Sep. 30, 2017
Amount of Financing			$ 5,000															$ 5,000
Conversions
Outstanding Balance			$ 5,000															5,000
Unamortized Discount																		3,026
Net balance																		$ 1,974
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 30, 2017 [Member]
Date of Financing																		Jun. 01, 2017
Date of Maturity		Aug. 30, 2017																Oct. 31, 2017
Amount of Financing		$ 5,000																$ 5,000
Conversions
Outstanding Balance		$ 5,000																5,000
Unamortized Discount																		4,046
Net balance																		$ 954
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																		0		120,980
Net balance																		344,000		$ 223,020
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Amount of Financing																		1,430,005
Outstanding Balance																		$ 1,417,140
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																		(12,865)		(1,680)
Outstanding Balance																		1,417,140		1,428,325
Unamortized Discount																		473,239		938,762
Net balance																		$ 943,901		$ 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																		63,505		127,364
Net balance																		$ 65,270		$ 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																		1,667		6,532
Net balance																		$ 5,833		$ 968

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

6 Months Ended

Jun. 30, 2017

Dec. 31, 2016

Convertible Notes Payable (at face value)

$ 2,134,415

$ 1,968,600

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

Original Amount

1,430,005

Convertible Notes Payable (at face value)

1,417,140

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)

$ 167,140

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.

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

6 Months Ended

12 Months Ended

Jun. 06, 2017

Jun. 01, 2017

May 01, 2017

Apr. 27, 2017

Apr. 02, 2017

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

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Convertible notes payable

$ 1,502,700

$ 734,998

Convertible notes payable, face value

2,134,415

1,968,600

Net proceeds from debt issuance

102,000

1,970,280

Unamortized balance

631,715

1,233,602

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

Convertible notes payable

344,000

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

$ 0

$ 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 March 31, 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 70% discount of the lowest closing bid price during the 20 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

Mar. 31, 2017

Mar. 31, 2017

Mar. 31, 2017

Interest rate

10.00%

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

Convertible notes payable

$ 20,000

$ 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 70% discount of the lowest closing bid price during the 20 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

$ 13,333

Maturity date

Apr. 30, 2017

Apr. 30, 2017

Apr. 30, 2017

Interest rate

10.00%

10% Convertible Promissory Note Due May 3, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 20,000

$ 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 70% discount of the lowest closing bid price during the 20 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

$ 16,685

Maturity date

May 31, 2017

May 31, 2017

May 31, 2017

Interest rate

10.00%

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

Convertible notes payable

$ 15,773

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 25 trading days prior to conversion.

Net proceeds from debt issuance

$ 57,000

57,000

Unamortized balance

$ 41,227

Maturity date

Mar. 21, 2018

Interest rate

24.00%

12.00%

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

Convertible notes payable

$ 7,507

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 20 trading days prior to conversion.

Net proceeds from debt issuance

$ 20,000

20,000

Unamortized balance

$ 12,493

Maturity date

Feb. 13, 2018

Interest rate

8.00%

10% Convertible Promissory Notes Due On December 31, 2017 [Member]

Convertible notes payable

$ 1,691

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 20 trading days prior to conversion.

Net proceeds from debt issuance

$ 5,000

5,000

Unamortized balance

$ 3,309

Maturity date

Dec. 31, 2017

Dec. 31, 2017

Interest rate

10.00%

12% Convertible Promissory Notes Due On April 30, 2018 [Member]

Convertible notes payable

$ 2,609

Convertible notes payable, face value

$ 15,000

15,000

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 20 trading days prior to conversion.

Net proceeds from debt issuance

$ 15,000

15,000

Unamortized balance

$ 12,391

Maturity date

Apr. 30, 2018

Apr. 30, 2018

Interest rate

8.00%

10% Convertible Promissory Notes Due On February 28, 2018 [Member]

Convertible notes payable

$ 449

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 20 trading days prior to conversion.

Net proceeds from debt issuance

$ 5,000

5,000

Unamortized balance

$ 4,551

Maturity date

Feb. 28, 2018

Feb. 28, 2018

Interest rate

10.00%

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

Convertible notes payable

$ 20,000

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 20 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

$ 0

Maturity date

Jun. 30, 2017

Jun. 30, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On July 31, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 16,556

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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

$ 3,444

Maturity date

Jul. 31, 2017

Jul. 31, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On July 31, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 13,224

Convertible notes payable, face value

$ 20,000

20,000

Description of conversion

The Note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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

$ 6,776

Maturity date

Aug. 31, 2017

Jul. 31, 2017

10% Convertible Promissory Notes Due On August 31, 2017 [Member] | Unrelated Party [Member]

Convertible notes payable

$ 2,961

Convertible notes payable, face value

$ 5,000

5,000

Description of conversion

The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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

$ 5,000

5,000

Unamortized balance

$ 2,039

Maturity date

Aug. 31, 2017

Aug. 31, 2017

Interest rate

10.00%

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

Convertible notes payable

$ 1,974

Convertible notes payable, face value

$ 5,000

5,000

Description of conversion

The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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

$ 5,000

5,000

Unamortized balance

$ 3,026

Maturity date

Sep. 30, 2017

Sep. 30, 2017

Interest rate

10.00%

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

Convertible notes payable

$ 954

Convertible notes payable, face value

$ 5,000

5,000

Description of conversion

The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 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

$ 5,000

5,000

Unamortized balance

$ 4,046

Maturity date

Aug. 30, 2017

Oct. 31, 2017

Interest rate

10.00%

10% Convertible Promissory Notes Due On July 31, 2017 [Member] | Unrelated Party [Member]

Interest rate

10.00%

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

Convertible notes payable, face value

$ 1,417,140

Original Amount

1,430,005

Debt accrued interest

28,563

Net proceeds from debt issuance

1,430,005

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

Convertible notes payable

943,901

$ 489,563

Convertible notes payable, face value

1,417,140

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

$ 473,239

$ 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

$ 65,270

$ 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

$ 63,505

$ 127,364

Maturity date

Dec. 27, 2017

Dec. 27, 2017

Interest rate

8.00%

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

Convertible notes payable

$ 5,833

$ 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

$ 1,667

$ 6,532

Maturity date

Aug. 31, 2017

Aug. 31, 2017

Interest rate

10.00%

XML

ADVANCES FROM RELATED PARTY (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Advances from Related Party	$ 184,900	$ 127,148

XML

ADVANCES FROM RELATED PARTY (Details Narrative)	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related party interest rate (per month)	1.00%

XML

DUE TO RELATED PARTY (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Due from related party	$ 311,743	$ 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	$ 286,000	$ 196,000

XML

DUE TO RELATED PARTY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Short-term Debt [Line Items]
Advances from related party	$ 184,595
Advanced By Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party	25,743
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Short-term Debt [Line Items]
Due from related party	$ 286,000		$ 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 ($)	Jun. 30, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Note conversion feature liabilities	$ 3,974,897	$ 2,077,850
Total	3,991,312	2,165,891
Warrant [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total	$ 16,415	$ 88,041

XML

STOCKHOLDERS' DEFICIENCY (Details) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 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 during the year		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 3 months 18 days	4 years 10 months 24 days
Exercisable: end of year	3 years 3 months 18 days	4 years 10 months 24 days

XML

STOCKHOLDERS' DEFICIENCY (Details 1) - Preferred Stock Series E [Member]	Jun. 30, 2017 USD ($) $ / shares shares
Shares outstanding | shares	28,500
Face value per share | $ / shares	$ 35
Total face value	$ 997,500
Accrued dividends	50,832
Liquidation preference at June 30, 2017	$ 1,048,332

XML

STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Percentage of stock conversion limit	4.99%
Outstanding intrinsic value	$ 0	$ 0
Exercisable intrinsic value	$ 0	$ 0
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
Accrued dividends	$ 50,832
Common Stock [Member]
Number of common stock issued for conversion of debt (in shares)	2,915,289
Debt conversion	$ 11,185
Accrued interest included on conversions of debt	$ 16,294

XML

SEGEMENT DATA (Details Narrative)	6 Months Ended
	Jun. 30, 2017 Segment
Segment Reporting [Abstract]
Number of segment	1

XML

LEASES (Details Narrative) - Gulf Boulevard, Madeira Beach FL. [Member]	6 Months Ended
	Jun. 30, 2017 USD ($)
Rent expense per month	$ 1,500
Rent expense	$ 9,000

XML

RELATIONSHIPS WITH AFFILIATES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Due from related party	$ 311,743		$ 311,743		$ 221,743
Compensation expense	90,000		180,000
Yearly compensation expenses			60,000
Madeira Beach Seafood, Inc [Member]
Loans	25,000		25,000
Monthly rent			1,500
Compensation expense			180,000
Monthly compensation expenses			30,000
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Due from related party	$ 286,000		$ 286,000		$ 196,000
Interest rate	5.25%		5.25%

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

6 Months Ended

Oct. 01, 2017

Sep. 01, 2017

Aug. 01, 2017

Jul. 26, 2017

Jul. 10, 2017

Jul. 01, 2017

Jul. 31, 2017

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Convertible notes payable, face value

$ 2,134,415

$ 1,968,600

Advance from related party

184,595

Repayments of advance from related party

$ (36,843)

$ 133,743

Subsequent Event [Member]

Convertible notes payable, face value

$ 3,000

Number of shares converted

602,196

Accrued interest on debt

$ 3,333

Subsequent Event [Member] | 10% Convertible Promissory Notes Due On November 30, 2017 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears ten percent interest and matures on November 30, 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 70% of the lowest closing bid price for the twenty days prior to the conversion.

Subsequent Event [Member] | 12% Convertible Promissory Notes Due On July 31, 2018 [Member]

Convertible notes payable, face value

$ 15,000

Description of conversion

The convertible promissory note bears twelve percent interest and matures on July 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock a conversion price at the lesser of (a) seventy five percent of the closing bid price for the Company’s common stock on the date of issuance or (b) 70% of the lowest closing bid price for the thirty 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.

Subsequent Event [Member] | 10% Convertible Promissory Notes Due On December 31, 2017 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears ten percent 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 70% 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.

Subsequent Event [Member] | 10% Convertible Promissory Notes Due On January 31, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears ten percent interest and matures on January 31, 2018. 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 70% 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.

Subsequent Event [Member] | 10% Convertible Promissory Notes Due On February 28, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears ten percent interest and matures on February 28, 2018. 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 70% 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.

Subsequent Event [Member] | New Consulting Agreement [Member]

Consulting fees per month

$ 5,000

Number of stock options exercisable

20,000

Stock options exercisable price (in dollars per share)

$ 0.035

Stock options exercisable period

2 years

Subsequent Event [Member] | New Consulting Agreement [Member] | Restricted Stock [Member]

Number of shares issued

20,000

Subsequent Event [Member] | Ms. Giampietro [Member]

Advance from related party

$ 89,500

Repayments of advance from related party

$ 114,000