Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 11, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Omni Shrimp, Inc. | |
Entity Central Index Key | 863,895 | |
Document Type | 10-Q | |
Trading Symbol | OMSH | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,153,501 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 133,534 | $ 200,107 |
Accounts Receivable | 303,110 | 156,650 |
Inventory | 447,900 | 119,813 |
Prepaid and Other | 2,389 | 2,309 |
Total Current Assets | 886,933 | 478,879 |
NON-CURRENT ASSETS | ||
Property and Equipment, net | 797 | 797 |
Total Non-current assets | 797 | 797 |
Total Assets | 887,730 | 479,676 |
CURRENT LIABILITIES: | ||
Accounts Payable | 159,661 | 148,847 |
Accrued Expenses | 456,314 | 362,356 |
Accrued Interest | 169,198 | 134,279 |
Accrued Dividend Payable onSeries E Preferred | 38,397 | 26,099 |
Convertible Notes Payable, face value of $2,102,665 and $1,968,600, net of discount of $990,938 and $1,233,602, at March 31, 2017 and December 31, 2016, respectively | 1,111,727 | 734,998 |
Advances from Related party | 461,463 | 127,148 |
Due to Related Party | 221,743 | 221,743 |
Derivative liability | 3,131,243 | 2,165,891 |
Total Current Liabilities | 5,749,747 | 3,921,362 |
STOCKHOLDERS' DEFICIENCY: | ||
Common stock at $0.001 par value: 800,000,000 shares authorized; 5,803,162 and 3,854,185 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 5,803 | 3,854 |
Dividends due to Series E Preferred Holders | (38,397) | (26,099) |
Additional paid-in capital | 102,722 | 14,864 |
Accumulated deficit | (4,932,174) | (3,434,334) |
Total Stockholders' Deficiency | (4,862,017) | (3,441,686) |
Total Liabilities and Stockholders' Deficiency | 887,730 | 479,676 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY: | ||
Preferred Series E, 28,500 and 28,500 shares outstanding at March 31, 2017 and December 31, 2016, respectively, par value $.001 per share, face value $35 per share | $ 29 | $ 29 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Convertible notes payable, face value | $ 2,102,665 | $ 1,968,600 |
Debt discount | $ 990,938 | $ 1,233,602 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 800,000,000 | 800,000,000 |
Common stock, issued | 5,803,162 | 3,854,185 |
Common stock, outstanding | 5,803,162 | 3,854,185 |
Series E Preferred Stock [Member] | ||
Preferred stock, outstanding | 28,500 | 28,500 |
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Liquidation preference, face value (in dollars per share) | $ 35 | $ 35 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
INCOME: | ||
Revenue | $ 773,346 | $ 634,215 |
Cost of Goods Sold | 679,708 | 545,496 |
Gross Profit | 93,636 | 88,719 |
OPERATING EXPENSES: | ||
Compensation Expense | 90,000 | |
Professional Fees | 39,416 | |
Consulting Services | 74,673 | |
Transportation, Storage and Broker Fees | 40,603 | 21,399 |
General and Administrative Expenses | 14,591 | 342 |
Sales and Marketing | 3,213 | 2,134 |
Total operating expenses | 262,496 | 23,875 |
GAIN (LOSS) FROM OPERATIONS | (168,858) | 64,844 |
OTHER INCOME (EXPENSE): | ||
Interest expense | (434,471) | |
Loss on Conversion of debt | (62,060) | |
Gain on change in derivative liability | (832,452) | |
Other income (expense), net | (1,328,983) | |
Loss before income tax provision | (1,497,840) | 64,844 |
Income tax provision | ||
NET(LOSS) OMNI SHRIMP INC | (1,497,840) | 64,844 |
Accrued dividends to Preferred Stockholders | (12,298) | |
Net Loss applicable to common shareholders | $ (1,510,138) | $ 64,844 |
Basic Earnings; Gain (loss) per share (in dollars per share) | $ (0.29) | $ 216.15 |
Diluted Earnings: Gain (loss) per share (in dollars per share) | $ (0.02) | $ 216.15 |
Weighted average common shares outstanding | ||
- Basic (in shares) | 5,078,524 | 300 |
- Diluted (in shares) | 101,570,490 | 300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (1,497,840) | $ 64,844 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on Conversion of debt | 62,060 | |
Gain on change in derivative liability | 832,452 | |
Amortization of Convertible note discount | 384,664 | |
Accrued interest included on conversions of debt | 10,713 | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (146,460) | (231,179) |
Inventory | (328,086) | (164,562) |
Prepaid and Other | (80) | |
Accounts Payable and Accrued Expenses | 104,773 | 244,811 |
Accrued Interest | 34,918 | |
NET CASH USED IN OPERATING ACTIVITIES | (542,888) | (86,085) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
NET CASH FROM IN INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock for cash | ||
Increase in advances from Related party | 334,315 | |
Increase in due to Related party | 90,743 | |
Issuance of convertible debt for cash | 82,000 | |
Issuance of Consulting Notes | 60,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 476,315 | 90,743 |
NET CHANGE IN CASH | (66,573) | 4,658 |
Cash at beginning of period | 200,107 | |
Cash at end of period | 133,534 | 4,658 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | ||
Cash paid during the period for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for settlement of convertible debentures and accrued interest | 18,648 | |
Notes issued for Consulting services | $ 60,000 |
PRINCIPAL BUSINESS ACTIVITY, MA
PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES | 1. PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The consolidated financial statements include the following: 1) Balance sheets as of March 31, 2017 and December 31, 2016; 2) Statements of Operations for the three months ended March 31, 2017 and March 31, 2016; and 3) Statement of Cash Flows for the three months ended March 31, 2017 and March 31, 2016. They are unaudited. However, in the opinion of management of the Company, these consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Accordingly, these consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017. Liquidity and Going Concern Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the three month period ending March 31, 2017 of approximately ($1,498,000) and had negative working capital and stockholders’ deficiency of approximately $4,860,000 at March 31, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. Basis of Consolidation The consolidated financial statements include assumed former liabilities of our former parent company, NaturalNano, Inc., a Nevada corporation, and Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting 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. Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information. Material Definitive Agreement The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”). As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company. Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company. In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share. Description of the Business Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets. Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows: ● We purchase shrimp from incoming vessels ● Through brokers, we arrange for sales to distributors. ● We refrigerate as inventory that we cannot immediately sell ● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless) ● We send directly to customers the remainder Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three month periods ending March 31, 2017 and 2016. Net income/ (Loss) Per Share Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. As of March 31, 2017 and 2016 there were 272,733,862 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis. Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 2. ACCOUNTS RECEIVABLE The Company has not set up any reserve against accounts receivable at this time. Accounts receivable represent sales of shrimp not yet paid for. Sales terms vary with each contract but payment is on average received within 30 days. Balances of Accounts Receivables are as follows: March 31, December 31, Gross accounts receivables $ 303,110 $ 156,650 Allowance for doubtful accounts — 0 Accounts Receivable $ 303,110 $ 156,650 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3. INVENTORY Inventory represents the cost of shrimp caught but not yet sold. Shrimp may be retained for up two years in a refrigerated environment. As such, there is no allowance for obsolescence Balances of Inventory are as follows: March 31, December 31, Gross Inventory $ 447,900 $ 119,813 Allowance for Obsolescence — — Inventory $ 447,900 $ 119,813 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2017 | |
Property And Equipment Net | |
PROPERTY AND EQUIPMENT, NET | Property and equipment consisted of the following at March 31, 2017 and December 31, 2016: March 31, December 31, 2016 Property and Equipment $ 1,860 $ 1,860 Accumulated depreciation (1,063 ) (1,063) Property and equipment, net $ 797 $ 797 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5. CONVERTIBLE NOTES PAYABLE Convertible Notes payable totaled $ 1,111,727 and $734,998 at March 31, 2017 and December 31, 2016, respectively as follows: March 31, December 31, Convertible Notes Payable (at face value) $ 2,102,665 $ 1,968,600 Unamortized discount (990,938 ) (1,233,602 ) Convertible notes payable (net of discount) $ 1,111,727 $ 734,998 At March 31, 2017, the balances were as follows: Convertible Notes Payable March Date of Financing Date of Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (9,615 ) $ 1,420,390 $ 707,287 $ 713,103 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 55,602 288,398 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 95,611 33,164 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 4,113 3,387 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 0 20,000 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 3,333 16,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 6,740 13,260 March 21,2017 cash financing 21-Mar-17 21-Mar-18 57,000 — 57,000 55,438 1,562 February 13, 2017 cash financing 13-Feb-17 13-Feb-18 20,000 — 20,000 17,479 2,521 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 — 5,000 4,946 54 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 — 20,000 10,111 9,889 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 — 20,000 13,556 6,444 March 2017 consulting note 1-Mar-17 31-Aug-17 20,000 — 20,000 16,721 3,279 Convertible Notes payable at March 31, 2017 $ 2,112,280 $ (9,615 ) $ 2,102,665 $ 990,938 $ 1,111,727 At December 31, 2016, the balances were as follows: Convertible Notes Payable Balance at December 31, 2016 Date of Financing Date of Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (1,680 ) $ 1,428,325 $ 938,762 $ 489,563 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 120,980 223,020 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 127,364 1,411 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 6,532 968 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 9,945 10,055 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 13,333 6,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 16,685 3,315 Convertible Notes payable at December 31, 2016 $ 1,970,280 $ (1,680 ) $ 1,968,600 $ 1,233,602 $ 734,998 Financings in 2016 Assumption of Convertible Notes Per Surrender and Amendment Agreement The following debtholders of the Predecessor entity agreed to reduce the face value of the obligations owed to them by approximately $300,000 as well as approximately $600,000 in accrued in interest. Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows: $1,430,005 in convertible notes payable as detailed below $28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at March 31, 2017 Date Issued Description Purchaser Original Amount Face value Outstanding at March 31, 2017 6/29/16 Interest at the rate of 10%, and convertible into Alpha Capital $ 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 $ 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 $ 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 $ 180,005 $ 170,390 Total Convertible debt from Surrender and Amendment Agreement $ 1,430,005 $ 1,420,390 The Company accounted for the assumption of the convertible promissory notes in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $1,430,005. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $707,287. These notes mature on December 31, 2017 and bear an interest rate of 10%. Cape One Master Fund II LP Convertible Promissory Notes Omni assumed $344,000 of convertible notes owed to Cape One Master Fund II LP. The Notes have a face value of $344,000, carry an 8% interest rate, mature on June 30, 2017 and are convertible at $.02 per share. The Company accounted for the assumption of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $344,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,602. The notes mature on June 30, 2017 and bear an interest rate of 8%. December 27, 2016 Financing On that date, the Company issued a note for $128,775 comprised of various financings throughout the year. These notes were combined into a single Note which was recorded on December 27, 2016. The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note were recorded net of a discount of $128,775. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $95,611. The notes mature on December 27, 2017 and carry an interest rate of 10%. November 25, 2016 Financing On that date, the Company issued a note for $7,500 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $7,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,387. Consulting Notes October 2016 On October 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-. The notes carry an interest rate of 10% and are at maturity. November 2016 On November 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $3,333. The notes carry an interest rate of 10% and are due on April 30, 2017. December 2016 On December 1, 2016 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $6,740. The notes carry an interest rate of 10% and are due on May 31, 2017. Financings in 2017 March 21, 2017 Financing On March 21, 2017 the Company issued a note for $57,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $57,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $55,438. The notes mature on March 21, 2018 and carry an interest rate of 12%. February 13, 2017 Financing On February 13, 2017 the Company issued a note for $20,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized discount was $17,479. The notes mature on February 13, 2018 and carry an interest rate of 10%. March 28, 2017 Financing On March 28, 2017 the Company issued a note for $5,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $5,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $4,946. The notes mature on March, 2018 and carry an interest rate of 10%. Consulting Notes January 2017 On January 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on April 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $10,111. The notes carry an interest rate of 10% and mature on June 30, 2017. February 2017 On February 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on May 1, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $13,556. The notes carry an interest rate of 10% and are due on July 31, 2017. March 2016 On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matures on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $16,721. The notes carry an interest rate of 10% and are due on August 31, 2017. |
ADVANCES FROM RELATED PARTY
ADVANCES FROM RELATED PARTY | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
ADVANCES FROM RELATED PARTY | NOTE 6: ADVANCES FROM RELATED PARTY Commencing in the fourth quarter of the Fiscal year, Ms. Linda Giampietro, a related party of the Company advanced funds to the Company. All advances bear interest at a rate of 1% per month with a minimum commitment on each advance of thirty days. Advances from Related parties are as follows: March 31, December 31, Advances from Related Party $ 461,463 $ 127,148 |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
DUE TO RELATED PARTY | NOTE 7: DUE TO RELATED PARTY The Company has been given access to the Line of Credit that Madeira Beach Seafood, Inc. (“MBS”) has with Bank of America. As of December 31, 2016, Omni Shrimp has utilized $196,000 from that line of credit. Interest, charge at a rate of 5.25% per year, is paid by Omni to MBS who then pays the bank. The liability to Bank of America lies with MBS Prior to the onset of operations at Omni Shrimp, Inc., MBS advanced Omni $20,000 for the commencement of operations. Additionally, they funded Omni and additional $5,743 for expenses. As such, the liability to MBS is $25,743. At March 31, 2017 and December 31, 2016, the amount owed to MBS was as follows: March 31, 2017 December 31, 2016 Amount forwarded from MBS from Bank of America line $ 196,000 $ 196,000 Amount advanced by MBS to Omni Shrimp, Inc. 25,743 25,743 Amount outstanding at March 31, 2017 and December 31, 2016 $ 221,743 $ 221,743 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 8. DERIVATIVE LIABILITY The Company’s derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows: ● The debt conversion feature embedded in the various Convertible Promissory Notes which contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.) ● Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of March 31, 2017 and December 31, 2016. The fair value of the derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows: March 31, December 31, Note conversion feature liabilities $ 2,976,952 $ 2,077,850 Warrant liability 154,291 88,041 Total 3,131,243 2,165,891 |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | NOTE 9. STOCKHOLDERS’ DEFICIENCY Common Stock Common Stock Issuances During 2017, the Company issued 1,948,977 common shares in satisfaction of $18,648 of principal obligations plus accrued interest to lenders on convertible debt. Warrants The company still has the following immaterial warrants outstanding from prior to our reverse merger on June 23, 2016. 2016 2017 Shares Weighted Weighted Shares Weighted Weighted Outstanding: beginning of the year 545,294 $ 1.13 5.9 1,217,941 $ 0.35 3.9 Granted during the year 675,000 $ 0.07 — — — Cancelled or forfeited (2,353 ) $ 102.00 — $ — — Warrants outstanding: end of year 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 3.6 Warrants exercisable: end of year 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 3.6 As of March 31, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. Preferred Stock Series E The Series E Convertible Preferred Stock is convertible into 95% of the Company’s common stock and votes on an as-converted basis. The Series E designation limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares. There are currently 28,500 shares of Series E Preferred stock with a face value of $35. Dividends of $38,397 have been accrued as of March 31, 2017. |
SEGEMENT DATA
SEGEMENT DATA | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGEMENT DATA | NOTE 10. SEGEMENT DATA The Company’s operates in one segment, sales of shrimp and related products. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
LEASES | NOTE 11. LEASES The Company leases its office space at 13613 Gulf Boulevard, Madeira Beach FL. The monthly rent is $1,500, and rent expense for the period ended March 31, 2017 was $4,500. |
RELATIONSHIPS WITH AFFILIATES
RELATIONSHIPS WITH AFFILIATES | 3 Months Ended |
Mar. 31, 2017 | |
Relationships With Affiliates | |
RELATIONSHIPS WITH AFFILIATES | NOTE 12. RELATIONSHIPS WITH AFFILIATES The Management of the Company and the owners of MBS are the same. The Company believes that the following relationships with these parties are to be disclosed: Shared Management The CEO, COO and Executive Vice President, Mr. Wrynn, Mr. Stelcer and Ms. Giampietro, respectively are all employees of MBS. Pursuant to management contracts, a liability of $30,000 per month, $90,000 at March 31, 2017 has been incurred by the Company to compensate MBS for their services in 2017. Use of Line of Credit The Company funds its operations in part through the use of MBS’ outstanding line of credit with Bank of America. Interest on the line of credit is 5.25% per annum. As of March 31, 2017, the Company has borrowed $196,000 under this arrangement Loans from MBS MBS has loaned the Company approximately $25,000 since its inception. These loans are promissory notes with no due date or interest rate Rental of Office space The Company rents its office space from MBS. Monthly rent is $1,500. Shared Administrative Personnel The accounting and record-keeping function at Omni Shrimp, Inc. is provided by personnel at MBS. No fee is charged for these services The Company’s President and Chief Executive Officer did not receive a management fee or other compensation in connection with his services to the Company. The Company reimburses its President and Chief Executive Officer for all direct and indirect costs of services provided and other expenses necessary or appropriate to the conduct of our business. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS Issuance of Debt On April 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on October 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. On April 27, 2017, the Company issued a note for $15,000 for cash. The convertible promissory note bears no interest and matures on December 31, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. On May 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on November 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. Issuance of shares and Conversion of debt Subsequent to the Balance sheet date, an investor converted $4,519 of principal debt and accrued interest for 350,339 shares. Consulting Agreement Commencing with April 1, 2017, the rate for consulting services under the Consulting Agreement was $5,000 per month. Change in Legal Entity and stock symbol As of April 7, 2017, the Company changed its name to Omni Shrimp, Inc . Effective May 3, 2107, the Company’s shares were traded under the symbol “OMSH.” |
PRINCIPAL BUSINESS ACTIVITY, 19
PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The consolidated financial statements include the following: 1) Balance sheets as of March 31, 2017 and December 31, 2016; 2) Statements of Operations for the three months ended March 31, 2017 and March 31, 2016; and 3) Statement of Cash Flows for the three months ended March 31, 2017 and March 31, 2016. They are unaudited. However, in the opinion of management of the Company, these consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Accordingly, these consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017. |
Liquidity and Going Concern | Liquidity and Going Concern Going Concern - The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the three month period ending March 31, 2017 of approximately ($1,498,000) and had negative working capital and stockholders’ deficiency of approximately $4,860,000 at March 31, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include assumed former liabilities of our former parent company, NaturalNano, Inc., a Nevada corporation, and Omni Shrimp, Inc., a Florida corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Accounting for Reverse Capitalization | Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting 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. Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information. |
Material Definitive Agreement | Material Definitive Agreement The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”). As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company. Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company. In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share. |
Description of the Business | Description of the Business Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets. Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows: ● We purchase shrimp from incoming vessels ● Through brokers, we arrange for sales to distributors. ● We refrigerate as inventory that we cannot immediately sell ● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless) ● We send directly to customers the remainder |
Estimates | Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three month periods ending March 31, 2017 and 2016. |
Net income/ (Loss) Per Share | Net income/ (Loss) Per Share Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. As of March 31, 2017 and 2016 there were 272,733,862 and -0- shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis. |
Recent Accounting Pronouncement | Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Schedule of accounts receivables | Balances of Accounts Receivables are as follows: March 31, December 31, Gross accounts receivables $ 303,110 $ 156,650 Allowance for doubtful accounts — 0 Accounts Receivable $ 303,110 $ 156,650 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Balances of Inventory are as follows: March 31, December 31, Gross Inventory $ 447,900 $ 119,813 Allowance for Obsolescence — — Inventory $ 447,900 $ 119,813 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property And Equipment Net Tables | |
Schedule of oroperty and equipment | Property and equipment consisted of the following at March 31, 2017 and December 31, 2016: March 31, December 31, 2016 Property and Equipment $ 1,860 $ 1,860 Accumulated depreciation (1,063 ) (1,063) Property and equipment, net $ 797 $ 797 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of total convertible debt | Convertible Notes payable totaled $ 1,111,727 and $734,998 at March 31, 2017 and December 31, 2016, respectively as follows: March 31, December 31, Convertible Notes Payable (at face value) $ 2,102,665 $ 1,968,600 Unamortized discount (990,938 ) (1,233,602 ) Convertible notes payable (net of discount) $ 1,111,727 $ 734,998 |
Schedule of convertible debt acquisition | At March 31, 2017, the balances were as follows: Convertible Notes Payable Date of Financing Date of Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (9,615 ) $ 1,420,390 $ 707,287 $ 713,103 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 55,602 288,398 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 95,611 33,164 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 4,113 3,387 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 0 20,000 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 3,333 16,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 6,740 13,260 March 21,2017 cash financing 21-Mar-17 21-Mar-18 57,000 — 57,000 55,438 1,562 February 13, 2017 cash financing 13-Feb-17 13-Feb-18 20,000 — 20,000 17,479 2,521 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 — 5,000 4,946 54 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 — 20,000 10,111 9,889 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 — 20,000 13,556 6,444 March 2017 consulting note 1-Mar-17 31-Aug-17 20,000 — 20,000 16,721 3,279 Convertible Notes payable at March 31, 2017 $ 2,112,280 $ (9,615 ) $ 2,102,665 $ 990,938 $ 1,111,727 At December 31, 2016, the balances were as follows: Convertible Notes Payable Balance at December 31, 2016 Date of Financing Date of Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (1,680 ) $ 1,428,325 $ 938,762 $ 489,563 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 120,980 223,020 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 127,364 1,411 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 6,532 968 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 9,945 10,055 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 13,333 6,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 16,685 3,315 Convertible Notes payable at December 31, 2016 $ 1,970,280 $ (1,680 ) $ 1,968,600 $ 1,233,602 $ 734, 998 |
Schedule of notes issued | Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows: $1,430,005 in convertible notes payable as detailed below $28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at March 31, 2017 and December 31, 2016) Date Issued Description Purchaser Original Amount Face value Outstanding at March 31, 2017 6/29/16 Interest at the rate of 10%, and convertible into Alpha Capital $ 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 $ 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 $ 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 $ 180,005 $ 170,390 Total Convertible debt from Surrender and Amendment Agreement $ 1,430,005 $ 1,420,390 |
ADVANCES FROM RELATED PARTY (Ta
ADVANCES FROM RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of advances from related parties | Advances from Related parties are as follows: March 31, December 31, Advances from Related Party 461,463 127,148 |
DUE TO RELATED PARTY (Tables)
DUE TO RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of due to related party | At March 31, 2017 and December 31, 2016, the amount owed to MBS was as follows: March 31, 2017 December 31, 2016 Amount forwarded from MBS from Bank of America line $ 196,000 $ 196,000 Amount advanced by MBS to Omni Shrimp, Inc. 25,743 25,743 Amount outstanding at March 31, 2017 and December 31, 2016 $ 221,743 $ 221,743 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of the derivative liabilities | The fair value of the derivative liabilities as of March 31, 2017 and December 31, 2016 are as follows: March 31, December 31, Note conversion feature liabilities $ 2,976,952 $ 2,077,850 Warrant liability 154,291 88,041 Total 3,131,243 2,165, 891 |
STOCKHOLDERS' DEFICIENCY (Table
STOCKHOLDERS' DEFICIENCY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of outstanding warrants | The company still has the following immaterial warrants outstanding from prior to our reverse merger on June 23, 2016. 2016 2017 Shares Weighted Weighted Shares Weighted Weighted Outstanding: beginning of the year 545,294 $ 1.13 5.9 1,217,941 $ 0.35 3.9 Granted during the year 675,000 $ 0.07 — — — Cancelled or forfeited (2,353 ) $ 102.00 — $ — — Warrants outstanding: end of year 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 3.6 Warrants exercisable: end of year 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 3.6 |
PRINCIPAL BUSINESS ACTIVITY, 28
PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 23, 2016 | Jun. 23, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Working capital | $ (1,498,000) | ||||
Stockholders' deficiency | (4,862,017) | $ (3,441,686) | |||
Income tax expense | |||||
Percentage of stock conversion limit | 4.99% | ||||
Series E Preferred Stock [Member] | |||||
Number of shares issued | 28,500 | ||||
Percentage of stock conversion limit | 4.99% | ||||
Options And Securities [Member] | |||||
Number of shares underlying preferred stock, convertible debt (in shares) | 272,733,862 | 0 | |||
Income tax expense | $ 0 | $ 0 | |||
Share Exchange Agreement [Member] | Omni Shrimp, Inc [Member] | Series E Preferred Stock [Member] | |||||
Number of shares issued | 28,500 | ||||
Description of voting rights | 95% of the voting control. | ||||
Description of conversion terms | Convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. | ||||
Asset Purchase Agreement [Member] | Mr. James Wemett [Member] | Divisible Warrant [Member] | |||||
Number of warrants granted | 2,000,000 | 2,000,000 | |||
Share price (in dollars per share) | $ 0.05 | $ 0.05 | |||
Warrant term | 6 years |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Gross accounts receivables | $ 303,110 | $ 156,650 |
Allowance for doubtful accounts | 0 | |
Accounts Receivable | $ 303,110 | $ 156,650 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Gross Inventory | $ 447,900 | $ 119,813 |
Allowance for Obsolescence | ||
Inventory | $ 447,900 | $ 119,813 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property And Equipment Net Details | ||
Property and Equipment | $ 1,860 | $ 1,860 |
Accumulated depreciation | (1,063) | (1,063) |
Property and equipment, net | $ 797 | $ 797 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable (at face value) | $ 2,102,665 | $ 1,968,600 |
Unamortized discount | (990,938) | (1,233,602) |
Convertible notes payable (net of discount) | $ 1,111,727 | $ 734,998 |
CONVERTIBLE NOTES PAYABLE (De33
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | Mar. 28, 2017 | Mar. 21, 2017 | Mar. 01, 2017 | Feb. 13, 2017 | Feb. 01, 2017 | Jan. 02, 2017 | Dec. 27, 2016 | Dec. 01, 2016 | Nov. 25, 2016 | Nov. 01, 2016 | Oct. 01, 2016 | Dec. 15, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Amount of Financing | $ 82,000 | $ 1,970,280 | |||||||||||||
Conversions | (9,615) | (1,680) | |||||||||||||
Outstanding Balance | 2,102,665 | 1,968,600 | |||||||||||||
Unamortized Discount | 990,938 | 1,233,602 | |||||||||||||
Net balance | $ 1,111,727 | $ 734,998 | |||||||||||||
12% Convertible Promissory Notes Due On March 21, 2018 [Member] | |||||||||||||||
Date of Financing | Mar. 21, 2017 | ||||||||||||||
Date of Maturity | Mar. 21, 2018 | ||||||||||||||
Amount of Financing | $ 57,000 | $ 57,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 57,000 | 57,000 | |||||||||||||
Unamortized Discount | 55,438 | ||||||||||||||
Net balance | $ 1,562 | ||||||||||||||
10% Convertible Promissory Notes Due On February 13, 2018 [Member] | |||||||||||||||
Date of Financing | Feb. 13, 2017 | ||||||||||||||
Date of Maturity | Feb. 13, 2018 | ||||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | |||||||||||||
Unamortized Discount | 17,479 | ||||||||||||||
Net balance | $ 2,521 | ||||||||||||||
10% Convertible Promissory Notes Due On March, 2018 [Member] | |||||||||||||||
Date of Financing | Mar. 28, 2017 | ||||||||||||||
Date of Maturity | Mar. 28, 2018 | Dec. 31, 2017 | |||||||||||||
Amount of Financing | $ 5,000 | $ 5,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 5,000 | 5,000 | |||||||||||||
Unamortized Discount | 4,946 | ||||||||||||||
Net balance | $ 54 | ||||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Note Due April 1, 2017 [Member] | |||||||||||||||
Date of Financing | Oct. 1, 2016 | Oct. 1, 2016 | |||||||||||||
Date of Maturity | Apr. 1, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | ||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized Discount | 0 | 9,945 | |||||||||||||
Net balance | $ 20,000 | $ 10,055 | |||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Note Due May 1, 2017 [Member] | |||||||||||||||
Date of Financing | Nov. 1, 2016 | Nov. 1, 2016 | |||||||||||||
Date of Maturity | May 1, 2017 | Apr. 30, 2017 | Apr. 30, 2017 | ||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized Discount | 3,333 | 13,333 | |||||||||||||
Net balance | $ 16,667 | $ 6,667 | |||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Note Due June 30, 2017 [Member] | |||||||||||||||
Date of Financing | Dec. 1, 2016 | Dec. 1, 2016 | |||||||||||||
Date of Maturity | Jun. 30, 2017 | May 31, 2017 | May 31, 2017 | ||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized Discount | 6,740 | 16,685 | |||||||||||||
Net balance | $ 13,260 | $ 3,315 | |||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On April 1, 2017 [Member] | |||||||||||||||
Date of Financing | Jan. 1, 2017 | ||||||||||||||
Date of Maturity | Apr. 1, 2017 | Jun. 30, 2017 | |||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | |||||||||||||
Unamortized Discount | 10,111 | ||||||||||||||
Net balance | $ 9,889 | ||||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On May 1, 2017 [Member] | |||||||||||||||
Date of Financing | Feb. 1, 2017 | ||||||||||||||
Date of Maturity | May 1, 2017 | Jul. 31, 2017 | |||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | |||||||||||||
Unamortized Discount | 13,556 | ||||||||||||||
Net balance | $ 6,444 | ||||||||||||||
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On June 30, 2017 [Member] | |||||||||||||||
Date of Financing | Mar. 1, 2017 | ||||||||||||||
Date of Maturity | Jun. 30, 2017 | Aug. 31, 2017 | |||||||||||||
Amount of Financing | $ 20,000 | $ 20,000 | |||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 20,000 | 20,000 | |||||||||||||
Unamortized Discount | 16,721 | ||||||||||||||
Net balance | $ 3,279 | ||||||||||||||
8% Convertible Promissory Notes Due On June 30, 2017 [Member] | Cape One Master Fund II LLP [Member] | |||||||||||||||
Date of Financing | Dec. 15, 2015 | Dec. 15, 2015 | |||||||||||||
Date of Maturity | Jun. 30, 2017 | Jun. 30, 2017 | |||||||||||||
Amount of Financing | $ 344,000 | $ 344,000 | $ 344,000 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 344,000 | 344,000 | 344,000 | ||||||||||||
Unamortized Discount | 55,602 | 120,980 | |||||||||||||
Net balance | 288,398 | $ 223,020 | |||||||||||||
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | |||||||||||||||
Amount of Financing | $ 1,430,005 | ||||||||||||||
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Predecessor [Member] | |||||||||||||||
Date of Financing | Jun. 23, 2016 | Jun. 23, 2016 | |||||||||||||
Date of Maturity | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||||||
Amount of Financing | $ 1,430,005 | $ 1,430,005 | |||||||||||||
Conversions | (9,615) | (1,680) | |||||||||||||
Outstanding Balance | 1,420,390 | 1,428,325 | |||||||||||||
Unamortized Discount | 707,287 | 938,762 | |||||||||||||
Net balance | $ 713,103 | $ 489,563 | |||||||||||||
December 27, 2016 Financing [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Date of Financing | Dec. 27, 2016 | Dec. 27, 2016 | |||||||||||||
Date of Maturity | Dec. 27, 2017 | Dec. 27, 2017 | |||||||||||||
Amount of Financing | $ 128,775 | $ 128,775 | $ 128,775 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 128,775 | 128,775 | 128,775 | ||||||||||||
Unamortized Discount | 95,611 | 127,364 | |||||||||||||
Net balance | $ 33,164 | $ 1,411 | |||||||||||||
November 25, 2016 Financing [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Date of Financing | Nov. 25, 2016 | Nov. 25, 2016 | |||||||||||||
Date of Maturity | Aug. 31, 2017 | Aug. 31, 2017 | |||||||||||||
Amount of Financing | $ 7,500 | $ 7,500 | $ 7,500 | ||||||||||||
Conversions | |||||||||||||||
Outstanding Balance | $ 7,500 | 7,500 | 7,500 | ||||||||||||
Unamortized Discount | 4,113 | 6,532 | |||||||||||||
Net balance | $ 3,387 | $ 968 |
CONVERTIBLE NOTES PAYABLE (De34
CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Convertible Notes Payable (at face value) | $ 2,102,665 | $ 1,968,600 |
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | ||
Original Amount | 1,430,005 | |
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Alpha Capital Anstalt, LLC [Member] | Convertible Debt #1 [Member] | ||
Original Amount | 900,000 | |
Convertible Notes Payable (at face value) | $ 900,000 | |
Date Issued | Jun. 29, 2016 | |
Interest rate | 10.00% | |
Description of conversion | Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | |
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Marlin Capital LLC [Member] | Convertible Debt #2 [Member] | ||
Original Amount | $ 210,000 | |
Convertible Notes Payable (at face value) | $ 210,000 | |
Date Issued | Jun. 29, 2016 | |
Interest rate | 10.00% | |
Description of conversion | Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | |
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Bull Hunter LLC [Member] | Convertible Debt #3 [Member] | ||
Original Amount | $ 140,000 | |
Convertible Notes Payable (at face value) | $ 140,000 | |
Date Issued | Jun. 29, 2016 | |
Interest rate | 10.00% | |
Description of conversion | Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | |
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Oscaleta Partners LLC [Member] | Convertible Debt #4 [Member] | ||
Original Amount | $ 180,005 | |
Convertible Notes Payable (at face value) | $ 170,390 | |
Date Issued | Jun. 29, 2016 | |
Interest rate | 10.00% | |
Description of conversion | Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. |
CONVERTIBLE NOTES PAYABLE (De35
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 28, 2017 | Mar. 21, 2017 | Mar. 01, 2017 | Feb. 13, 2017 | Feb. 01, 2017 | Jan. 02, 2017 | Dec. 27, 2016 | Dec. 01, 2016 | Nov. 25, 2016 | Nov. 01, 2016 | Oct. 01, 2016 | Dec. 15, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Convertible notes payable | $ 1,111,727 | $ 734,998 | |||||||||||||
Convertible notes payable, face value | 2,102,665 | 1,968,600 | |||||||||||||
Debt accrued interest | (10,713) | ||||||||||||||
Net proceeds from debt issuance | 82,000 | 1,970,280 | |||||||||||||
Unamortized balance | 990,938 | 1,233,602 | |||||||||||||
Cape One Master Fund II LLP [Member] | 8% Convertible Promissory Notes Due On June 30, 2017 [Member] | |||||||||||||||
Convertible notes payable | 288,398 | 223,020 | |||||||||||||
Convertible notes payable, face value | $ 344,000 | 344,000 | 344,000 | ||||||||||||
Net proceeds from debt issuance | $ 344,000 | 344,000 | 344,000 | ||||||||||||
Unamortized balance | $ 55,602 | $ 120,980 | |||||||||||||
Maturity date | Jun. 30, 2017 | Jun. 30, 2017 | |||||||||||||
Interest rate | 8.00% | ||||||||||||||
Conversion price (in dollars per share) | $ 0.02 | ||||||||||||||
10% Convertible Promissory Note Due April 1, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 20,000 | $ 10,055 | |||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Description of conversion | The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized balance | $ 0 | $ 9,945 | |||||||||||||
Maturity date | Apr. 1, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | ||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Note Due May 1, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 16,667 | $ 6,667 | |||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Description of conversion | The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized balance | $ 3,333 | $ 13,333 | |||||||||||||
Maturity date | May 1, 2017 | Apr. 30, 2017 | Apr. 30, 2017 | ||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Note Due June 30, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 13,260 | $ 3,315 | |||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Description of conversion | The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | 20,000 | ||||||||||||
Unamortized balance | $ 6,740 | $ 16,685 | |||||||||||||
Maturity date | Jun. 30, 2017 | May 31, 2017 | May 31, 2017 | ||||||||||||
Interest rate | 10.00% | ||||||||||||||
12% Convertible Promissory Notes Due On March 21, 2018 [Member] | |||||||||||||||
Convertible notes payable | $ 1,562 | ||||||||||||||
Convertible notes payable, face value | $ 57,000 | 57,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 57,000 | 57,000 | |||||||||||||
Unamortized balance | $ 55,438 | ||||||||||||||
Maturity date | Mar. 21, 2018 | ||||||||||||||
Interest rate | 12.00% | ||||||||||||||
10% Convertible Promissory Notes Due On February 13, 2018 [Member] | |||||||||||||||
Convertible notes payable | $ 2,521 | ||||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | |||||||||||||
Unamortized balance | $ 17,479 | ||||||||||||||
Maturity date | Feb. 13, 2018 | ||||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Notes Due On March, 2018 [Member] | |||||||||||||||
Convertible notes payable | $ 54 | ||||||||||||||
Convertible notes payable, face value | $ 5,000 | 5,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 5,000 | 5,000 | |||||||||||||
Unamortized balance | $ 4,946 | ||||||||||||||
Maturity date | Mar. 28, 2018 | Dec. 31, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Notes Due On April 1, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 9,889 | ||||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | |||||||||||||
Unamortized balance | $ 10,111 | ||||||||||||||
Maturity date | Apr. 1, 2017 | Jun. 30, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Notes Due On May 1, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 6,444 | ||||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | |||||||||||||
Unamortized balance | $ 13,556 | ||||||||||||||
Maturity date | May 1, 2017 | Jul. 31, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
10% Convertible Promissory Notes Due On June 30, 2017 [Member] | Unrelated Party [Member] | |||||||||||||||
Convertible notes payable | $ 3,279 | ||||||||||||||
Convertible notes payable, face value | $ 20,000 | 20,000 | |||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Description of prepayment | The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest. | ||||||||||||||
Net proceeds from debt issuance | $ 20,000 | 20,000 | |||||||||||||
Unamortized balance | $ 16,721 | ||||||||||||||
Maturity date | Jun. 30, 2017 | Aug. 31, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | |||||||||||||||
Original Amount | $ 1,430,005 | ||||||||||||||
Debt accrued interest | 28,563 | $ 28,563 | |||||||||||||
Net proceeds from debt issuance | 1,430,005 | ||||||||||||||
Surrender and Amendment Agreement ("Surrender and Amendment") [Member] | Predecessor [Member] | |||||||||||||||
Convertible notes payable | 713,103 | 489,563 | |||||||||||||
Convertible notes payable, face value | 1,420,390 | 1,428,325 | |||||||||||||
Redemption in debt face amount | 300,000 | ||||||||||||||
Debt accrued interest | $ 600,000 | ||||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 1,430,005 | 1,430,005 | |||||||||||||
Unamortized balance | $ 707,287 | $ 938,762 | |||||||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
December 27, 2016 Financing [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Convertible notes payable | $ 33,164 | $ 1,411 | |||||||||||||
Convertible notes payable, face value | $ 128,775 | 128,775 | 128,775 | ||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 128,775 | 128,775 | 128,775 | ||||||||||||
Unamortized balance | $ 95,611 | $ 127,364 | |||||||||||||
Maturity date | Dec. 27, 2017 | Dec. 27, 2017 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
November 25, 2016 Financing [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Convertible notes payable | $ 3,387 | $ 968 | |||||||||||||
Convertible notes payable, face value | $ 7,500 | 7,500 | 7,500 | ||||||||||||
Description of conversion | The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. | ||||||||||||||
Net proceeds from debt issuance | $ 7,500 | 7,500 | 7,500 | ||||||||||||
Unamortized balance | $ 4,113 | $ 6,532 | |||||||||||||
Maturity date | Aug. 31, 2017 | Aug. 31, 2017 |
ADVANCES FROM RELATED PARTY (De
ADVANCES FROM RELATED PARTY (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Advances from Related Party | $ 461,463 | $ 127,148 |
ADVANCES FROM RELATED PARTY (37
ADVANCES FROM RELATED PARTY (Details Narrative) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party interest rate (per month) | 1.00% |
DUE TO RELATED PARTY (Details)
DUE TO RELATED PARTY (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Due from related party | $ 221,743 | $ 221,743 |
Advanced By Madeira Beach Seafood, Inc. [Member] | ||
Short-term Debt [Line Items] | ||
Due from related party | 25,743 | 25,743 |
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Due from related party | $ 196,000 | $ 196,000 |
DUE TO RELATED PARTY (Details N
DUE TO RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | |||
Due from related party | $ 221,743 | $ 221,743 | |
Advances from related party | 334,315 | ||
Advanced By Madeira Beach Seafood, Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Due from related party | 25,743 | 25,743 | |
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member] | |||
Short-term Debt [Line Items] | |||
Due from related party | $ 196,000 | $ 196,000 | |
Interest rate | 5.25% | ||
Advances from related party | $ 20,000 | ||
Advances for expenses from related party | $ 5,743 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Note conversion feature liabilities | $ 2,976,952 | $ 2,077,850 |
Total | 3,131,243 | 2,165,891 |
Warrant [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total | $ 154,291 | $ 88,041 |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding: beginning of the year | 1,217,941 | 545,294 |
Granted during the year | 675,000 | |
Cancelled or forfeited | (2,353) | |
Outstanding: end of year | 1,217,941 | 1,217,941 |
Exercisable: end of year | 1,217,941 | 1,217,941 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding: beginning of the year | $ 0.35 | $ 1.13 |
Granted | 0.07 | |
Cancelled or forfeited | 102 | |
Outstanding: end of year | 0.35 | 0.35 |
Exercisable: end of year | $ 0.35 | $ 0.35 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Outstanding: beginning of the year | 3 years 10 months 24 days | 5 years 10 months 24 days |
Outstanding: end of year | 3 years 7 months 6 days | 4 years 10 months 24 days |
Exercisable: end of year | 3 years 7 months 6 days | 4 years 10 months 24 days |
STOCKHOLDERS' DEFICIENCY (Det42
STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Percentage of stock conversion limit | 4.99% | |
Outstanding intrinsic value | $ 0 | |
Exercisable intrinsic value | $ 0 | |
Common Stock [Member] | ||
Number of common stock issued for conversion of debt (in shares) | 1,948,977 | |
Debt conversion | $ 18,648 | |
Series E Preferred Stock [Member] | ||
Percentage of stock conversion limit | 4.99% | |
Percentage of common stock converted | 95.00% | |
Number of shares issued | 28,500 | |
Liquidation preference, face value (in dollars per share) | $ 35 | $ 35 |
Accrued dividends | $ 38,397 |
SEGEMENT DATA (Details Narrativ
SEGEMENT DATA (Details Narrative) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of segment | 1 |
LEASES (Details Narrative)
LEASES (Details Narrative) - Gulf Boulevard, Madeira Beach FL. [Member] | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Rent expense per month | $ 1,500 |
Rent expense | $ 4,500 |
RELATIONSHIPS WITH AFFILIATES (
RELATIONSHIPS WITH AFFILIATES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Due from related party | $ 221,743 | $ 221,743 | |
Compensation expense | 90,000 | ||
Madeira Beach Seafood, Inc [Member] | |||
Loans | 25,000 | ||
Monthly rent | 1,500 | ||
Compensation expense | 90,000 | ||
Monthly compensation expenses | 30,000 | ||
5.25% Madeira Beach Seafood, Inc Issued February 12, 2016 [Member] | |||
Due from related party | $ 196,000 | $ 196,000 | |
Interest rate | 5.25% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | May 01, 2017USD ($) | Apr. 27, 2017USD ($) | Apr. 01, 2017USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Convertible notes payable, face value | $ 2,102,665 | $ 1,968,600 | |||
Subsequent Event [Member] | Investor [Member] | |||||
Convertible notes payable, face value | $ 4,519 | ||||
Number of shares converted | shares | 350,339 | ||||
Subsequent Event [Member] | 10% Convertible Promissory Notes Due On February 13, 2018 [Member] | |||||
Convertible notes payable, face value | $ 5,000 | ||||
Description of conversion | The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. | ||||
Subsequent Event [Member] | Convertible Promissory Notes Due On December 31, 2017 [Member] | |||||
Convertible notes payable, face value | $ 15,000 | ||||
Description of conversion | The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. | ||||
Subsequent Event [Member] | Convertible Promissory Notes Due On November 1, 2017 [Member] | |||||
Convertible notes payable, face value | $ 5,000 | ||||
Description of conversion | The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. | ||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||
Consulting fees per month | $ 5,000 |