Omni Shrimp (OMSH) 10-Q 23 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 23, 2016
Document And Entity Information
Entity Registrant Name	NaturalNano, Inc.
Entity Central Index Key	863,895
Document Type	10-Q
Trading Symbol	NNAN
Document Period End Date	Sep. 30, 2016
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		3,342,325
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash	$ 10,981
Accounts Receivable	191,224
Inventory	312,568
Prepaid and Other	78
Total Current Assets	514,852
NON-CURRENT ASSETS
Property and Equipment, net	1,860
Total Non-current assets	1,860
Total Assets	516,712
CURRENT LIABILITIES:
Notes Payable (net of discount of $8,155 at September 30, 2016)	1,959,023
Accounts Payable	721,259
Accrued Expenses	514,401
Accrued Interest	630,979
Derivative liability	555,695
Total Current Liabilities	4,381,214
STOCKHOLDERS' DEFICIENCY:
Common stock at $0.001 par value: 800,000,000 shares authorized; 3,342,325 and 300 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	3,342	300
Additional paid-in capital	22,153,263	977
Accumulated deficit	(26,021,277)	(1,277)
Total Stockholders' Deficiency	(3,864,644)	0
Total Liabilities and Stockholders' Deficiency	516,712	0
Series E Preferred Stock [Member]
STOCKHOLDERS' DEFICIENCY:
Preferred Series	29
Total Stockholders' Deficiency	$ 29

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Debt discount	$ 8,155
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	800,000,000	800,000,000
Common stock, issued	3,342,325	300
Common stock, outstanding	3,342,325	300

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2016
INCOME:
Revenue		$ 452,385	$ 503,237
Cost of Goods Sold		387,428	431,816
Gross Profit		64,957	71,420
OPERATING EXPENSES:
Professional Fees		42,661	42,661
Transportation, Storage and Broker Fees		19,234	19,234
General and Administrative Expenses	1,277	8,480	8,480
Sales and Marketing		3,575	3,575
Total operating expenses	1,277	73,950	73,950
INCOME (LOSS) FROM OPERATIONS	(1,277)	(8,993)	(2,529)
OTHER INCOME (EXPENSE):
Interest expense		(49,215)	(49,349)
Loss on Conversion of debt		(5,653)	(5,653)
Gain on elimination of Registration rights liability		12,324	12,324
Gain on change in derivative liability		71,915	71,915
Other income (expense), net		29,371	29,237
Income (Loss) before income tax provision	(1,277)	20,378	26,707
Income tax provision
NET INCOME (LOSS)	$ (1,277)	$ 20,378	$ 26,707
Earnings per share
Basic (in dollars per shares)	$ (4.26)	$ 0.01	$ 0.01
Diluted (in dollars per shares)	$ (4.26)
Weighted average common shares outstanding
Basic (in shares)	300	3,174,929	3,147,913
Diluted (in shares)	300	63,498,578	62,958,255

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2016
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at Beginning			$ 300
Balance at Beginning (in shares)			300
Elimination of common stock of Omni Shrimp upon merger			$ (300)
Elimination of common stock of Omni Shrimp upon merger (in shares)			(300)
Capital Contribution from Reverse Merger			$ 2,912
Capital Contribution from Reverse Merger (in shares)			2,911,658
Issuance of common stock for conversion of debt			$ 431
Issuance of common stock for conversion of debt (in shares)			430,667
Balance at Ending	$ 3,342	$ 3,342	$ 3,342
Balance in Ending (in shares)	3,342,325	3,342,325	3,342,325
Series E Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at Beginning
Issuance of Series E Preferred stock upon acquisition of Omni Shrimp			$ 29
Issuance of Series E Preferred stock upon acquisition of Omni Shrimp (in shares)			28,500
Balance at Ending	$ 29	$ 29	$ 29
Balance in Ending (in shares)	28,500	28,500	28,500
Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at Beginning			$ 977
Elimination of common stock of Omni Shrimp upon merger			(977)
Capital Contribution from Reverse Merger			22,040,728
Issuance of Series E Preferred stock upon acquisition of Omni Shrimp			103,645
Issuance of common stock for conversion of debt			8,890
Balance at Ending	$ 22,153,263	$ 22,153,263	22,153,263
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at Beginning			(1,277)
Elimination of common stock of Omni Shrimp upon merger			1,277
Capital Contribution from Reverse Merger			(26,047,985)
Net income			26,707
Balance at Ending	(26,021,136)	(26,021,136)	(26,021,136)
Balance at Beginning			0
Elimination of common stock of Omni Shrimp upon merger
Capital Contribution from Reverse Merger			(4,004,345)
Issuance of Series E Preferred stock upon acquisition of Omni Shrimp			103,674
Issuance of common stock for conversion of debt			9,320
Net income	20,378	26,707	26,707
Balance at Ending	$ (3,864,644)	$ (3,864,644)	$ (3,864,644)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	Sep. 30, 2015	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$ (1,277)	$ 26,707
Gain (Loss) from Discontinued Operations, net of tax
Adjustments to reconcile net loss to net cash used in operating activities:
Elimination of Cash overdraft		(151)
Loss on Conversion of debt		5,653
Gain on elimination of Registration rights liability		(12,324)
Gain on change in derivative liability		(71,915)
Amortization of Convertible note discount		1,036
Accrued interest on converted debt		1,898
Changes in operating assets and liabilities:
Accounts Receivable		28,381
Inventory		(238,427)
Prepaid and Other		2,789
Accounts Payable and Accrued Expenses		104,827
Accrued Interest		45,574
NET CASH USED IN OPERATING ACTIVITIES	(1,277)	(105,951)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,860)
NET CASH FROM IN INVESTING ACTIVITIES		(1,860)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	1,277
Issuance of convertible debt		30,000
Increase in bridge notes (net)		3,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,277	33,000
NET CHANGE IN CASH		(74,811)
Cash at beginning of period		85,792
Cash at end of period		10,981
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:
Debt reduced through issuance of common stock		$ 1,355

PRINCIPAL BUSINESS ACTIVITY, MA

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [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 September 30, 2016 and December 31, 2015; 2) Statements of Operations for the three months ended September 30, 2016; 3) Statement of Operations from the Date of Acquisition (June 23, 2016) through September 30, 2016 (“Acquisition Period”) ; 4) Statement of Operations from the period Date of Inception (September 22, 2015) through September 2015 (“Inception Period”) 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 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 net income for the Acquisition Period of approximately $26,000 and had negative working capital and stockholders’ deficiency of approximately $3,866,000 at September 30, 2016. 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 the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiaries Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Material Definitive Agreement 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 and November 14, 2016, and in Item 9.01 of those filings, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information. Material Definitive Agreement On June 23, 2016 (the “Effective Date”), the Company announced that 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, 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. Surrender and Amendment Agreement (“Surrender and Amendment”) Concurrent with the Material Definitive Agreement on the Effective Date, owners of the Senior Secured Convertible Notes and Promissory Notes agreed to surrender the following back to the Company: • $150,436 of face value debt, and • $79,411 of related accrued interest. The Company did not issue any additional consideration for these securities. In addition, the Company retired the following owned by its former Chief Executive Officer • 5,000 shares of Series B Preferred Stock • 100 shares of Series D Preferred stock Concurrent with this retirement, the Company issued 2,000,000 warrants Description of the Business Omni Shrimp, Inc. (Omni) is a subsidiary of the Company and was formed on September 22, 2015 in the state of Florida. Omni is a provider of shrimp. According to National Fisheries Institute (NFI), shrimp is the most consumed seafood within the United States at over 4 pounds of shrimp consumed per person in the United States annually. Shrimps come in many varieties which are differentiated by their color. We specialize in the a very high, domestic and wild caught shrimp called Key West Pink Shrimp also referred to as “pinks”. They derive their name from their pink color which is the result of growing up in the coral sands off the west coast of Florida. Key West Pink Shrimp are also great tasting and may be enjoyed as “peel and eat” or in a wide variety of recipes. The harvesting season for “Pinks” is from November through June. Throughout the year, Omni also purchases and sells “Brown” and “White” shrimp also grown in the United States and harvested in the wild. Omni believes that it differentiates itself from its competitors not only by the quality of its product but its relationships with Shrimp boat captains and fishermen, shrimp seafood company owners and some of the top shrimp processors in the U.S. These relationships allow Omni to get its product to market as quickly as possible in order to guarantee freshness and taste. The vessels who supply our shrimp have refrigeration units and freezing capabilities on board which locks in freshness. Additionally, we use a large, approved, industry accepted processor in Louisiana which allows our haul to get out to the dining public within two to three days of catch resulting in delivery of fresh shrimp with uncompromised taste to our customers. Most consumers in the United States are not aware of the origin of their store-bought or restaurant purchased shrimp. Omni’s shrimp product is free of pesticide, chemicals and antibiotics, caught in the U.S. and wild caught, facts that we believe is highly attractive, becoming more and more sought after and beneficial in terms of our eventual marketing success. Management is strongly optimistic that it has positioned the Company to capitalize on the high growth segments of the burgeoning shrimp and seafood markets. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. • Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to September 30, 2016 considering company specific factors including the changes in forward estimated revenues and market factors, market multiples for comparable companies, and the Company’s market share price, all equally weighted. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. 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 period of Acquisition and period of Inception. 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 September 30, 2016 and 2015 there were 71,101,371 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. 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 Consolidated Financial Statements.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
NOTES PAYABLE	2. NOTES PAYABLE Notes payable at September 30, 2016 consisted of the following: Notes Issued under the Surrender and Amendment Agreement $ 1,428,650 Cape One Master Notes 344,000 Notes Issued Subsequent to Surrender and Amendment Agreement 49,630 Bridge loans 136,743 Total $ 1,959,023 Notes Issued under the Surrender and Amendment Agreement On the Effecttive date, the Company entered into the Surrender and Amendment Agreement. Pursuant to this agreement, the Company entered into certain modificiations of outstanding indebtedness to four bondholders. In total, the Company retired $150, 436 and $79,411 of accrued interest. See Surrender and Amendment Agreement Each Amending Holder waives any reset, repricing or ratchet right such Amending Holder may have related to the Retained Notes for any issuances of the Company's common stock or common stock equivalents that have occurred prior to the date of this Agreement. b. The issuance of the Series E Preferred Shares pursuant to the Share Exchange Agreement shall be an Exempt Issuance (as define in the Retained Notes) and shall not trigger any reset, repricing or ratchet right such Amending Holder may have related to the Retained Notes. c. The Conversion Price of the Retained Notes is amended to be the lower of: (i) the conversion price as would be in effect pursuant to the terms of the Retained Notes as currently in effect; or (ii) 50% of the lowest closing bid price of the Company's common stock on its principal trading market as reported by Bloomberg LP, for the twenty trading days prior to the date of conversion. d. The Maturity Date of the Retained Notes is hereby extended to one year from the date of this Agreement. e. Except for the notes held by Oscaleta Partners LLC All interest that has accrued through the date hereof is waived and all interest that will accrue on the Retained Notes will be payable on the Maturity Date. The following lists the creditors and the amounts owed to each Alpha Anstalt Capital $ 900,000 Marlin Capital Investments LLC 210,000 Bull Hunter LLC 140,000 Oscaleta Partners LLC* 178,600 Total Convertible debt $ 1,428,650 * - Net of $1,355 of Notes Payable converted Cape One Master Notes On December 15, 2015, NaturalNano Corp. exchanged 6,666,667 shares for Notes totaling $344,000. These notes are due on September 30, 2017 and are convertible at $.02 per share. Notes Issued Subsequent to Surrender and Amendment Agreement Notes Issued subsequent to Surrender and Amendment comprised $49,630 as follows: Notes reclassified from Bridge notes $ 27,785 Newly issued debt 21,845 Total debt $ 49,630 Notes reclassified from Bridge Notes During the prior quarter , Notes which were originally issued as promissory notes were renegotiated to be convertible into shares of common stock at a 50% discount to the closing bid price for the twenty days prior to conversion. Such notes totalled $27,785. Newly Issued Debt During the quarter ended September 30, 2016, the following notes were issued: On August 10, 2016, the Company issued a note for $15,000 for proceeds received. The convertible promissory bears interest at a rate of ten percent and matures on August 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a debt discount of $4,596 based on the fair value of the common stock into which the note is convertible into and allocated $10,404 of the proceeds to the note $658 of interest expense was amortized into interest expense for the quarter ended September 30, 2016. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding On August 31, 2016, the Company issued a note for $15,000 for proceeds received. The convertible promissory bears interest at a rate of ten percent and matures on September 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a debt discount of $4,596 based on the fair value of the common stock into which the note is convertible into and allocated $10,404 of the proceeds to the note $378 of interest expense was amortized into interest expense for the quarter ended September 30, 2016. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding A reconciliation of the Notes follows; August 10, 2016 August 31, 2016 Total Cash proceeds received $ 15,000 $ 15,000 $ 30,000 Discount Applied (4,596 ) (4,596 ) (9,192 ) Discount amortized into Interest expense 658 378 1,036 Book value of notes $ 11,062 $ 10,782 $ 21,845 Bridge Loans Bridge loans are short term notes taken on demand. They totaled $136,743 at September 30, 2016 as follows: The $136,743 at Omni Shrimp, Inc. was as follows: Date Issued Originally Amount Interest Rate Holder February 12, 2016 $ 111,000 5.25 % Madeira Beach Seafood, Inc. April 7, 2016 25,743 5.25 % Madeira Beach Seafood, Inc. Total $ 136,743

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
SEGMENT INFORMATION	3. SEGMENT INFORMATION Subsequent to the Acquisition of Omni and the disposition of the Nanotechnology and Viral Protec businesses, the Company operates in only segment, Shrimp. Therefore, Segment data is not required.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	4. DERIVATIVE LIABILITY For stock based derivative financial instruments, the Company estimated the total enterprise value based upon a combination of the trending of the firm value from December 2006 to September 2016, market comparables, and the market value of the Company’s stock, considering company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative and other securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company’s derivative liabilities as of September 30, 2016 and December 31, 2015 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 September 30, 2016 and December 31, 2015. The fair value of the derivative liabilities as of September 30, 2016 and December 31, 2015 are as follows: September 30, December 31, Note conversion feature liabilities $ 552,719 $ 686,255 Warrant liability 2,976 759 Total 555,695 687,014

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
STOCKHOLDERS EQUITY	5. STOCKHOLDERS EQUITY Authorized Common Stock: Preferred Stock Issuances 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. As a result of the Company not having sufficient authorized shares to satisfy the conversion of all outstanding convertible debt, share rights, convertible preferred stock, warrants and options, the Series B preferred shares have been moved into temporary equity classification on the balance sheet. Preferred Stock Cancellations As a part of the June 23rd Forbearance agreement, 5,000 shares of Series B Preferred stock and 100 shares of Series D Preferred stock were also cancelled. Warrants Grants The Company has issued warrants to purchase shares of its common stock to certain consultants and debt holders. As of June 23, 2016 and December 31, 2015 there were common stock warrants outstanding to purchase an aggregate of 2,917,941 and 1,217,941 shares of common stock, respectively, pursuant to the warrant grant agreements. On February 15, 2015, the Company granted a total of 300,000 warrants to the Company’s board members. These warrants, included in the summary below, grant the right to purchase one share of common stock at an exercise price of $0.10 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $61,106. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.62% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.22 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero. On January 6, 2016, the Company granted a total of 450,000 warrants to the Company’s board members and one consultant. These warrants, included in the summary below, grant the right to purchase one share of common stock at an exercise price of $0.02 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $25,292. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.00% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.06 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero On June 23, 2016, the Company granted a total of 2,000,000 warrants to the Company’s former Chief Executive Officer. These warrants, included in the summary below, grant the right to purchase one share of common stock at an exercise price of $0.05 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $.031. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.00% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.034 per share. The expiration date used in the valuation model aligns with the warrant life of nine years as indicated in the agreements. The dividend yield was assumed to be zero. A summary of the outstanding warrants is presented below: Shares Weighted Weighted Outstanding at January 1, 2016 1,217,941 $ .35 3.82 Issued 2,450,000 $ .05 5.73 Exercised (750,000 ) $ .05 4.50 Warrants outstanding at September 30, 2016 2,917,941 $ .17 4.50

INCENTIVE STOCK PLANS

INCENTIVE STOCK PLANS	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
INCENTIVE STOCK PLANS	6. INCENTIVE STOCK PLANS A summary of the status of the outstanding incentive stock plans is presented below: Shares Weighted Weighted Average Options outstanding at January 1, 2016 1,099 $ 2,008 1.32 Options exercisable at September 30, 2016 1,099 $ 2,008 .82 All compensation costs for the above options have been previously recognized in operations. As of September 30, 2016, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. There were no option grants made in the three month periods ended September 30, 2016 and 2015.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	7. SUBSEQUENT EVENTS Issuance of Debt On October 14, 2016, the Company borrowed $15,000 from a third party. The convertible promissory note bears interest at 8% per annum and matures on October 15, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. On November 15, 2016, the Company borrowed $21,000 from a third party. The convertible promissory note bears interest at 8% per annum and matures on November 15, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.

PRINCIPAL BUSINESS ACTIVITY, 14

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interim Financial Statements	Interim Financial Statements The condensed consolidated financial statements include the following: 1) Balance sheets as of September 30, 2016 and December 31, 2015; 2) Statements of Operations for the three months ended September 30, 2016; 3) Statement of Operations from the Date of Acquisition (June 23, 2016) through September 30, 2016 (“Acquisition Period”) ; 4) Statement of Operations from the period Date of Inception (September 22, 2015) through September 2015 (“Inception Period”) 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
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 net income for the Acquisition Period of approximately $26,000 and had negative working capital and stockholders’ deficiency of approximately $3,866,000 at September 30, 2016. 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 the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiaries Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.
Accounting for Reverse Capitalization	Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Material Definitive Agreement 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 and November 14, 2016, and in Item 9.01 of those filings, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information.
Material Definitive Agreement	Material Definitive Agreement On June 23, 2016 (the “Effective Date”), the Company announced that 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, 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.
Surrender and Amendment Agreement (''Surrender and Amendment'')	Surrender and Amendment Agreement (“Surrender and Amendment”) Concurrent with the Material Definitive Agreement on the Effective Date, owners of the Senior Secured Convertible Notes and Promissory Notes agreed to surrender the following back to the Company: • $150,436 of face value debt, and • $79,411 of related accrued interest. The Company did not issue any additional consideration for these securities. In addition, the Company retired the following owned by its former Chief Executive Officer • 5,000 shares of Series B Preferred Stock • 100 shares of Series D Preferred stock Concurrent with this retirement, the Company issued 2,000,000 warrants
Description of the Business	Description of the Business Omni Shrimp, Inc. (Omni) is a subsidiary of the Company and was formed on September 22, 2015 in the state of Florida. Omni is a provider of shrimp. According to National Fisheries Institute (NFI), shrimp is the most consumed seafood within the United States at over 4 pounds of shrimp consumed per person in the United States annually. Shrimps come in many varieties which are differentiated by their color. We specialize in the a very high, domestic and wild caught shrimp called Key West Pink Shrimp also referred to as “pinks”. They derive their name from their pink color which is the result of growing up in the coral sands off the west coast of Florida. Key West Pink Shrimp are also great tasting and may be enjoyed as “peel and eat” or in a wide variety of recipes. The harvesting season for “Pinks” is from November through June. Throughout the year, Omni also purchases and sells “Brown” and “White” shrimp also grown in the United States and harvested in the wild. Omni believes that it differentiates itself from its competitors not only by the quality of its product but its relationships with Shrimp boat captains and fishermen, shrimp seafood company owners and some of the top shrimp processors in the U.S. These relationships allow Omni to get its product to market as quickly as possible in order to guarantee freshness and taste. The vessels who supply our shrimp have refrigeration units and freezing capabilities on board which locks in freshness. Additionally, we use a large, approved, industry accepted processor in Louisiana which allows our haul to get out to the dining public within two to three days of catch resulting in delivery of fresh shrimp with uncompromised taste to our customers. Most consumers in the United States are not aware of the origin of their store-bought or restaurant purchased shrimp. Omni’s shrimp product is free of pesticide, chemicals and antibiotics, caught in the U.S. and wild caught, facts that we believe is highly attractive, becoming more and more sought after and beneficial in terms of our eventual marketing success. Management is strongly optimistic that it has positioned the Company to capitalize on the high growth segments of the burgeoning shrimp and seafood markets.
Estimates	Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. · Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to September 30, 2016 considering company specific factors including the changes in forward estimated revenues and market factors, market multiples for comparable companies, and the Company’s market share price, all equally weighted. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
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 period of Acquisition and period of Inception.
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 September 30, 2016 and 2015 there were 71,101,371 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. 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	Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Schedule of notes payable	Notes payable at September 30, 2016 consisted of the following: Notes Issued under the Surrender and Amendment Agreement $ 1,428,650 Cape One Master Notes 344,000 Notes Issued Subsequent to Surrender and Amendment Agreement 49,630 Bridge loans 136,743 Total $ 1,959,023
Schedule of convertible debt	The following lists the creditors and the amounts owed to each Alpha Anstalt Capital $ 900,000 Marlin Capital Investments LLC 210,000 Bull Hunter LLC 140,000 Oscaleta Partners LLC* 178,600 Total Convertible debt $ 1,428,650 * - Net of $1,355 of Notes Payable converted
Schedule of total debt	Notes Issued subsequent to Surrender and Amendment comprised $49,630 as follows: Notes reclassified from bridge notes $ 27,785 Newly issued debt 21,845 Total debt $ 49,630
Schedule of reconciliation of notes	A reconciliation of the Notes follows; August 10, 2016 August 31, 2016 Total Cash proceeds received $ 15,000 $ 15,000 $ 30,000 Discount Applied (4,596 ) (4,596 ) (9,192 ) Discount amortized into Interest expense 658 378 1,036 Book value of notes $ 11,062 $ 10,782 $ 21,845
Schedule of bridge loans	The $136,743 at Omni Shrimp, Inc. was as follows: Date Issued Originally Amount Interest Rate Holder February 12, 2016 $ 111,000 5.25 % Madeira Beach Seafood, Inc. April 7, 2016 25,743 5.25 % Madeira Beach Seafood, Inc. Total $ 136,743

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of the fair value of the derivative liabilities	The fair value of the derivative liabilities as of September 30, 2016 and December 31, 2015 are as follows: September 30, December 31, Note conversion feature liabilities $ 552,719 $ 686,255 Warrant liability 2,976 759 Total 555,695 687,014

STOCKHOLDERS EQUITY (Tables)

STOCKHOLDERS EQUITY (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Schedule of outstanding warrants	A summary of the outstanding warrants is presented below: Shares Weighted Weighted Outstanding at January 1, 2016 1,217,941 $ .35 3.82 Issued 2,450,000 $ .05 5.73 Exercised (750,000 ) $ .05 4.50 Warrants outstanding at September 30, 2016 2,917,941 $ .17 4.50

INCENTIVE STOCK PLANS (Tables)

INCENTIVE STOCK PLANS (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of outstanding incentive stock plans	A summary of the status of the outstanding incentive stock plans is presented below: Shares Weighted Weighted Average Options outstanding at January 1, 2016 1,099 $ 2,008 1.32 Options exercisable at September 30, 2016 1,099 $ 2,008 .82

PRINCIPAL BUSINESS ACTIVITY, 19

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 23, 2016	Jun. 23, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Net income			$ (1,277)	$ 20,378	$ 26,707		$ 26,707
Stockholders' deficiency				(3,864,644)	(3,864,644)		$ (3,864,644)		$ 0
Income tax expense						$ 0		$ 0
Percentage of stock conversion limit							4.99%
Debt accrued interest					(1,898)
Chief Executive Officer [Member]
Share price (in dollars per share)	$ 0.034	$ 0.034
Warrant term	9 years
Series E Preferred Stock [Member]
Stockholders' deficiency				29	29		$ 29
Number of shares issued							28,500
Percentage of stock conversion limit							4.99%
Options And Securities [Member]
Number of shares underlying preferred stock, convertible debt (in shares)							71,101,371	0
Share Exchange Agreement [Member] | Omni Shrimp, Inc [Member] | Series E Preferred Stock [Member]
Number of shares issued	28,500
Description of voting rights	95% of the voting control.
Description of conversion terms	Convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion.
Asset Purchase Agreement [Member] | Mr. James Wemett [Member] | Divisible Warrant [Member]
Number of warrants granted	2,000,000	2,000,000
Share price (in dollars per share)	$ 0.05	$ 0.05
Warrant term		6 years
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Face value debt				150,436	150,436		$ 150,436
Debt accrued interest							79,411
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Senior Secured Convertible Notes and Senior Secured Promissory Notes [Member]
Face value debt				$ 150,436	$ 150,436		150,436
Debt accrued interest							$ 79,411
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Warrant [Member]
Number of shares issued							2,000,000
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Series D Preferred Stock [Member]
Number of share retired							100
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Series D Preferred Stock [Member] | Chief Executive Officer [Member]
Number of share retired							100
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Series B Preferred Stock [Member]
Number of share retired							5,000
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Series B Preferred Stock [Member] | Chief Executive Officer [Member]
Number of share retired							5,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Notes payable	$ 1,959,023
Notes Payable [Member] | Cape One Master Fund II LP [Member]
Notes payable	344,000
Bridge Loan [Member]
Notes payable	136,743
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Senior Secured Convertible Notes and Senior Secured Promissory Notes [Member]
Notes payable	1,428,650
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Senior Secured Convertible Notes and Senior Secured Promissory Notes [Member]
Notes payable	49,630
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Bridge Loan [Member]
Notes payable	$ 27,785

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - Convertible Debt [Member]	Sep. 30, 2016USD ($)
Total Convertible debt	$ 1,428,650
Alpha Anstalt Capital [Member]
Total Convertible debt	900,000
Marlin Capital Investments LLC [Member]
Total Convertible debt	210,000
Bull Hunter LLC [Member]
Total Convertible debt	140,000
Oscaleta Partners LLC [Member]
Total Convertible debt	$ 178,600	[1]
[1]	Net of $1,355 of Notes Payable Converted

NOTES PAYABLE (Details 2)

NOTES PAYABLE (Details 2) - USD ($)	Sep. 30, 2016	Aug. 31, 2016	Aug. 10, 2016	Dec. 31, 2015
Notes payable	$ 1,959,023
Bridge Loan [Member]
Notes payable	136,743
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Senior Secured Convertible Notes and Senior Secured Promissory Notes [Member]
Notes payable	49,630
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Bridge Loan [Member]
Notes payable	27,785
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Newly Issued Debt [Member]
Notes payable	$ 21,845	$ 10,782	$ 11,062

NOTES PAYABLE (Details 3)

NOTES PAYABLE (Details 3) - USD ($)	Aug. 31, 2016	Aug. 10, 2016	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Cash proceeds received			$ 3,000
Discount Applied			8,155	$ 8,155
Discount amortized into
Book value of notes			1,959,023	1,959,023
Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Newly Issued Debt [Member]
Cash proceeds received	$ 15,000	$ 15,000		30,000
Discount Applied	(4,596)	(4,596)	(9,192)	(9,192)
Discount amortized into
Interest expense	378	658		1,036
Book value of notes	$ 10,782	$ 11,062	$ 21,845	$ 21,845

NOTES PAYABLE (Details 4)

NOTES PAYABLE (Details 4) - Omni Shrimp, Inc [Member]	Sep. 30, 2016USD ($)
Bridge Loan [Member]
Lines of credit	$ 136,743
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member]
Lines of credit	111,000
5.25% Madeira Beach Seafood, Inc Issued April 7, 2016 [Member]
Lines of credit	$ 25,743

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 15, 2015	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Notes payable			$ 1,959,023	$ 1,959,023
Proceeds from notes payable			3,000
Debt accrued interest			(1,898)
Debt discount			8,155	8,155
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Face value debt			150,436	150,436
Debt accrued interest				$ 79,411
Description of debt conversion				The Conversion Price of the Retained Notes is amended to be the lower of: (i) the conversion price as would be in effect pursuant to the terms of the Retained Notes as currently in effect; or (ii) 50% of the lowest closing bid price of the Company's common stock on its principal trading market as reported by Bloomberg LP, for the twenty trading days prior to the date of conversion.
Maturity term				1 year
Convertible Promissory Notes Due On September 30, 2017 [Member] | Cape One Master Fund II LP [Member]
Proceeds from notes payable	$ 344,000
Exercise price (in dollars per share)	$ 0.02
Number of reserve common stock issued	6,666,667
Bridge Loan [Member]
Notes payable			136,743	$ 136,743
Bridge Loan [Member] | Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Notes payable			27,785	$ 27,785
Description of debt conversion				Promissory notes were renegotiated to be convertible into shares of common stock at a 50% discount to the closing bid price for the twenty days prior to conversion.
10% Convertible Promissory Notes Due On August 1, 2017 [Member] | Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Third Party [Member]
Notes payable			10,404	$ 10,404
Proceeds from notes payable				$ 15,000
Description of debt conversion				The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.
Issuance date				Aug. 10, 2016
Debt discount			4,596	$ 4,596
Interest expense				658
10% Convertible Promissory Notes Due On September 1, 2017 [Member] | Subsequent to Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Third Party [Member]
Notes payable			10,404	10,404
Proceeds from notes payable				$ 15,000
Description of debt conversion				The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.
Issuance date				Aug. 31, 2016
Debt discount			$ 4,596	$ 4,596
Interest expense				$ 378

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Note conversion feature liabilities	$ 552,719	$ 686,255
Total	555,695	687,014
Warrant Liability [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total	$ 2,976	$ 759

STOCKHOLDERS EQUITY (Details)

STOCKHOLDERS EQUITY (Details)	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period | shares	1,217,941
Issued | shares	2,450,000
Exercised | shares	(750,000)
Outstanding at end of period | shares	2,917,941
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning of period | $ / shares	$ 0.35
Issued | $ / shares	0.05
Exercised | $ / shares	0.05
Outstanding at end of period | $ / shares	$ 0.17
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Remaining Life-years [Roll Forward]
Outstanding at beginning of period	3 years 9 months 25 days
Issued	5 years 8 months 23 days
Exercised	4 years 6 months
Outstanding at end of period	4 years 6 months

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Jun. 23, 2016	Jan. 06, 2016	Feb. 15, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2013
Common stock, authorized				800,000,000		800,000,000	800,000,000
Percentage of stock conversion limit				4.99%
Common stock warrants outstanding	2,917,941					1,217,941
Board Members [Member]
Warrants, granted			300,000
Fair value of the warrants granted			$ 61,106
Expected volatility assumption			140.00%
Risk-free interest rate			1.62%
Market price of common stock (in dollars per share)			$ 0.22
Exercise price of stock (in dollars per share)			$ 0.10
Warrant term			5 years
Dividend yield			0.00%
Board Members & One Consultant [Member]
Warrants, granted		450,000
Fair value of the warrants granted		$ 25,292
Expected volatility assumption		140.00%
Risk-free interest rate		1.00%
Market price of common stock (in dollars per share)		$ 0.06
Exercise price of stock (in dollars per share)		$ 0.02
Warrant term		5 years
Dividend yield		0.00%
Chief Executive Officer [Member]
Warrants, granted	2,000,000
Fair value of the warrants granted (in dollars per share)	$ 0.031
Expected volatility assumption	140.00%
Risk-free interest rate	1.00%
Market price of common stock (in dollars per share)	$ 0.034
Exercise price of stock (in dollars per share)	$ 0.05
Warrant term	9 years
Dividend yield	0.00%
Options And Securities [Member]
Number of shares underlying preferred stock, convertible debt (in shares)				71,101,371	0
Series E Preferred Stock [Member]
Percentage of stock conversion limit				4.99%
Percentage of common stock converted				95.00%
Series B Preferred Stock [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Number of shares cancelled				5,000
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Number of shares cancelled				5,000
Series D Preferred Stock [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Number of shares cancelled				100
Series D Preferred Stock [Member] | Chief Executive Officer [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Number of shares cancelled				100

INCENTIVE STOCK PLANS (Details)

INCENTIVE STOCK PLANS (Details) - Incentive Stock Plans [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at beginning balance | shares	1,099
Options exercisable at end of the period | shares	1,099
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options outstanding at beginnig of period | $ / shares	$ 2,008
Options exercisable at end of the period | $ / shares	$ 2,008
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Life-years [Roll Forward]
Options outstanding at beginnig of period	1 year 3 months 25 days
Options exercisable at end of the period	9 months 25 days

INCENTIVE STOCK PLANS (Details

INCENTIVE STOCK PLANS (Details Narrative)	Sep. 30, 2016USD ($)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Aggregate intrinsic value of the stock options outstanding	$ 0
Aggregate intrinsic value of the stock options exercisable	$ 0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 15, 2016	Oct. 14, 2016	Sep. 30, 2016
Proceeds from notes payable			$ 3,000
Subsequent Event [Member] | Third Party [Member] | 8% Convertible Promissory Notes Due On October 15, 2017 [Member]
Proceeds from notes payable		$ 15,000
Description of debt conversion		The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.
Subsequent Event [Member] | Third Party [Member] | 8% Convertible Promissory Notes Due On November 15, 2017 [Member]
Proceeds from notes payable	$ 21,000
Description of debt conversion	The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.