Omni Shrimp (OMSH) 10-Q 22 Oct 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 22, 2018
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	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		8,095,400
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 540	$ 200,107
Accounts Receivable net of Allowance for doubtful accounts of $67,277 and $-0- at September 30, 2017 and December 31, 2016, respectively	165,718	156,650
Inventory	318,024	119,813
Prepaid and Other	3,772	2,309
Total Current Assets	488,054	478,879
NON-CURRENT ASSETS
Property and Equipment, net		797
Total Non-current assets		797
Total Assets	488,054	479,676
CURRENT LIABILITIES:
Accounts Payable	193,437	148,848
Accrued Expenses	644,694	362,356
Accrued Interest	264,754	134,279
Accrued Dividend Payable onSeries E Preferred	63,403	26,099
Convertible Notes Payable, face value of $2,161,405 and $1,968,600, net of discount of $337,015 and $1,233,602, at September 30, 2017 and December 31, 2016, respectively	1,824,400	734,998
Advances from Related party	159,468	127,148
Due to Related Party	175,743	221,743
Derivative liability	4,574,320	2,165,891
Total Current Liabilities	7,900,219	3,921,362
Commitments and contingencies (Note 11)
STOCKHOLDERS' DEFICIENCY:
Common stock at $0.001 par value: 800,000,000 shares authorized; 7,371,670 and 3,854,185 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	7,371	3,854
Dividends due to Series E Preferred Holders	(63,403)	(26,099)
Additional paid-in capital	67,765	14,864
Accumulated deficit	(7,423,927)	(3,434,334)
Total Stockholders' Deficiency	(7,412,165)	(3,441,686)
Total Liabilities and Stockholders' Deficiency	488,054	479,676
Series E Preferred Stock [Member]
STOCKHOLDERS' DEFICIENCY:
Preferred Series E, 28,500 and 28,500 shares outstanding at September 30, 2017 and December 31, 2016, respectively, par value $.001 per share, liquidation preference of $1,060,903 and $1,023,599 at September 30, 2017 and December 31 2016, respectively	$ 29	$ 29

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Allowance for doubtufl accounts	$ 67,277
Convertible notes payable, face value	2,161,415	1,968,600
Debt discount	$ 337,015	$ 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	7,371,670	3,854,185
Common stock, outstanding	7,371,670	3,854,185
Series E Preferred Stock [Member]
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, outstanding	28,500	28,500
Liquidation preference	$ 1,060,903	$ 1,023,599

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
INCOME:
Revenue	$ 479,658	$ 452,385	$ 2,069,405	$ 1,703,185
Cost of Goods Sold	397,709	387,425	1,850,422	1,475,108
Gross Profit	81,949	64,960	218,983	228,077
OPERATING EXPENSES:
Compensation Expense	90,000		270,000
Professional Fees	14,920	42,661	54,924	33,138
Consulting Services	23,700		131,385
Transportation, Storage and Broker Fees	17,018	19,234	93,710	57,772
General and Administrative Expenses	6,236	8,480	84,479	9,467
Sales and Marketing	198	3,575	3,898	10,941
Bad Debt Expense	1,970		67,277
Total operating expenses	154,042	73,950	705,673	111,318
INCOME (LOSS) FROM OPERATIONS	(72,093)	(8,990)	(486,690)	116,759
OTHER INCOME (EXPENSE):
Interest expense	(388,488)	(49,215)	(1,285,068)	(2,995)
Gain/(Loss) on change in fair market value of derivative liability	(575,624)	71,915	(2,224,045)
Other income	6,210	6,671	6,210
Other income (expense), net	(957,902)	29,371	(3,502,903)	(2,995)
Gain/(Loss) before income tax provision	(1,029,995)	20,381	(3,989,593)	113,764
Income tax provision
NET INCOME (LOSS) OMNI SHRIMP INC	(1,029,995)	20,381	(3,989,593)	113,764
Accrued dividends to Preferred Stockholders	(12,571)		(37,304)
Net Income (Loss) applicable to common shareholders	$ (1,042,566)	$ 20,381	$ (4,026,897)	$ 113,764
Basic and Diluted Earnings; Gain/(Loss) per share	$ (0.15)	$ 0	$ (0.65)	$ 0.04
Weighted average common shares outstanding
- Basic and diluted	7,201,484	2,894,684	6,226,039	2,894,684

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Dividends on Preferred stock Series E[Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2016	$ 29	$ 3,854	$ (26,099)	$ 14,864	$ (3,434,334)	$ (3,441,686)
Beginning balance (in shares) at Dec. 31, 2016	28,500	3,854,185
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for conversion of debt		$ 3,517		52,901		56,418
Issuance of common stock for conversion of debt (in shares)		3,517,485
Issuance of Dividends on Series E Preferred			(37,304)			(37,304)
Net loss					(3,989,593)	(3,989,593)
Ending balance at Sep. 30, 2017	$ 29	$ 7,371	$ (63,403)	$ 67,765	$ (7,423,927)	$ (7,412,165)
Ending balance (in shares) at Sep. 30, 2017	28,500	7,371,670

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$ (3,989,593)	$ 113,764
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad Debt Expense	67,277
Loss on change in fair market value of derivative liability	2,224,045
Amortization of Convertible note discount	1,103,587
Issuance of consulting notes for services	90,000
Depreciation Expense	797
Changes in operating assets and liabilities:
Accounts Receivable	(76,346)	(191,224)
Inventory	(198,211)	(312,573)
Prepaid and Other	(1,463)	(79)
Accounts Payable and Accrued Expenses	326,928	236,208
Accrued Interest	150,092
NET CASH USED IN OPERATING ACTIVITIES	(302,887)	(153,902)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,860)
NET CASH FROM IN INVESTING ACTIVITIES		(1,860)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in advances from Related party	32,320
Increase in due to Related party	(46,000)	136,743
Issuance of convertible debt for cash	117,000	30,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	103,320	166,743
NET CHANGE IN CASH	(199,567)	10,981
Cash at beginning of period	200,107
Cash at end of period	540	10,981
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
Cash paid during the period for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Convertible debentures and accrued interest retired through issuance of common stock	33,802
Notes issued for Consulting services	90,000	30,000
Dividends issued on outstanding	37,304	26,099
Debt discount incurred as a result of derivative liability	$ 207,000

PRINCIPAL BUSINESS ACTIVITY, MA

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES	1. PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The condensed consolidated financial statements include the following: 1) Balance sheets as of September 30, 2017 and December 31, 2016; 2) Statements of Operations for the three months and nine months ended September 30, 2017 and September 30, 2016; 3) Statement of Shareholders’ Deficiency from December 31, 2016 through September 30, 2017, and 4) Statement of Cash Flows for the nine months ended September 30, 2017 and September 30, 2016. They are unaudited. However, in the opinion of management of the Company, these condensed consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments unless otherwise indicated, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Accordingly, these condensed consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017. Liquidity and Going Concern Going Concern - The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net income (loss) for the three month and nine month period ending September 30, 2017 of approximately ($1,030,000) and ($3,999,000), respectively. The Company had negative working capital and stockholders’ deficiency of approximately $7,412,000 at September 30, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. Basis of Consolidation The condensed consolidated financial statements include assumed liabilities from the former operating entity. All significant inter-company accounts and transactions have been eliminated in consolidation. Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Material Definitive Agreement On July 5, 2016, the staff of the Securities and Exchange Commission’s Division of Corporation Finance advised the Company that in light of the information set forth in the Form 8-K filed on June 29, 2016, the Staff was of the opinion that the Company was a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 of the Exchange Act. The Company replied with a letter to the Staff contesting the factual basis of such determination, and the Staff replied with a subsequent letter affirming its prior determination. The Company intends to have further communications with the Staff regarding their determination as to the Company’s shell company status. The financial statements enclosed herewith were prepared on the assumption that the Company was not a shell company on June 23, 2016 and is not a shell company at the present time. Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information. Material Definitive Agreement The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”). As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company. Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company. In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share. Description of the Business Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets. Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows: ● We purchase shrimp from incoming vessels; ● Through brokers, we arrange for sales to distributors; ● We refrigerate as inventory that we cannot immediately sell; ● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless), and ● We send directly to customers the remainder Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial lattice model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three and nine month periods ending September 30, 2017 and 2016. Net income/ (Loss) Per Share Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. As of September 30, 2017 there were 595,901,191 shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. .The Company has sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Narrow Scope Improvements and Practical Expedients. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	9 Months Ended
	Sep. 30, 2017
Receivables [Abstract]
ACCOUNTS RECEIVABLE	NOTE 2. ACCOUNTS RECEIVABLE Accounts receivable represent sales of shrimp not yet paid for. Sales terms vary with each contract but payment is on average received within 30 days. Balances of Accounts Receivables are as follows: September 30, 2017 December 31, 2016 Accounts receivables $ 232,995 $ 156,650 Allowance for doubtful accounts (67,277 ) — Accounts Receivable, net of Allowance for doubtful accounts $ 165,718 $ 156,650

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
INVENTORY	NOTE 3. INVENTORY Inventory represents the cost of shrimp caught but not yet sold. Shrimp may be retained for up two years in a refrigerated environment. As such, there is no allowance for obsolescence. All inventory is finished product. The company uses the First In- First Out (“FIFO”) method for cost flow assumptions. Balances of Inventory are as follows: September 30, 2017 December 31, 2016 Gross Inventory $ 318,024 $ 119,813 Allowance for Obsolescence — — Inventory $ 318,024 $ 119,813

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 4. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Property and Equipment $ 1,860 $ 1,860 Accumulated depreciation (1,860 ) (1,063 ) Property and equipment, net $ — $ 797 Property and Equipment, net is Office furniture and equipment located at our Madeira Beach headquarters. Depreciation expense on property and equipment for the nine months ended September 30, 2017 was $797. There is currently no balance in property and equipment, net at September 30, 2017.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5. CONVERTIBLE NOTES PAYABLE Convertible Notes payable totaled $1,824,400 and $734,998 at September 30, 2017 and December 31, 2016, respectively as follows: September 30, 2017 December 31, 2016 Convertible Notes Payable (at face value) $ 2,161,415 $ 1,968,600 Unamortized discount (337,015 ) (1,233,602 ) Convertible notes payable (net of discount) $ 1,824,400 $ 734,998 At September 30, 2017, the balances were as follows: Convertible Notes Payable Date of Financing Date of Maturity Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (15,865 ) $ 1,414,140 $ 236,620 $ 1,177,520 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 — 344,000 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 31,047 97,728 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 — 7,500 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 — 20,000 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 — 20,000 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 — 20,000 March 21,2017 cash financing 21-Mar-17 21-Mar-18 57,000 — 57,000 26,860 30,140 February 13, 2017 cash financing 13-Feb-17 13-Feb-18 20,000 — 20,000 7,452 12,548 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 — 5,000 1,655 3,345 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 — 20,000 — 20,000 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 — 20,000 — 20,000 March 2017 consulting note 1-Mar-17 31-Jul-17 20,000 — 20,000 — 20,000 April 2017 consulting note 1-Apr-17 31-Aug-17 5,000 — 5,000 — 5,000 Alpha financing- April 2017 27-Apr-17 30-Apr-18 15,000 — 15,000 8,641 6,359 May 2017 consulting note 1-May-17 30-Sep-17 5,000 — 5,000 — 5,000 June 2017 consulting note 1-Jun-17 31-Oct-17 5,000 — 5,000 1,020 3,980 June 6, 2017 cash financing 6-Jun-17 28-Feb-18 5,000 — 5,000 2,828 2,172 July 2017 consulting note 1-Jul-17 30-Nov-17 5,000 — 5,000 2,007 2,993 July 10, 2017 cash financing 10-Jul-17 31-Jul-18 15,000 — 15,000 11,813 3,187 August 2017 consulting note 1-Aug-17 31-Dec-17 5,000 — 5,000 3,026 1,974 September 2017 consulting note 1-Sep-17 31-Jan-18 5,000 — 5,000 4,046 954 Convertible Notes payable at September 30, 2017 $ 2,177,280 $ (15,865 ) $ 2,161,415 $ 337,015 $ 1,824,400 At December 31, 2016, the balances were as follows: Convertible Notes Payable Balance at December 31, 2016 Date of Financing Date of Maturity Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (1,680 ) $ 1,428,325 $ 938,762 $ 489,563 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 120,980 223,020 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 127,364 1,411 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 6,532 968 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 9,945 10,055 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 13,333 6,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 16,685 3,315 Convertible Notes payable at December 31, 2016 $ 1,970,280 $ (1,680 ) $ 1,968,600 $ 1,233,602 $ 734,998 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 December 31, 2016) Date Issued Description Purchaser Original Amount Face value Outstanding at September 30, 2017 6/29/16 Interest at the rate of 10%, and convertible into Alpha Capital Anstalt, LLC $ 900,000 $ 900,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Marlin Capital LLC $ 210,000 $ 210,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Bull Hunter LLC $ 140,000 $ 140,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Oscaleta Partners LLC $ 180,005 $ 164,140 Total Convertible debt from Surrender and Amendment Agreement $ 1,430,005 $ 1,414,140 The Company accounted for the assumption of the convertible promissory notes in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $1,430,005. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $236,620. These notes matured on December 31, 2017 and bear an interest rate of 10%. The Notes are currently in default. Cape One Master Fund II LP Convertible Promissory Notes Omni assumed $344,000 of convertible notes owed to Cape One Master Fund II LP. The Notes have a face value of $344,000, carry an 8% interest rate, mature on June 30, 2017 and are convertible at $.02 per share. The Company accounted for the assumption of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The assumed value of the note was recorded net of a discount of $344,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $-0-. The notes matured on June 30, 2017 and are currently in default. 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 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 $31,047. The notes mature on December 27, 2017 and carry an interest rate of 8%. The Notes are currently in default. November 25, 2016 Financing On that date, the Company issued a note for $7,500 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The convertible note matured on August 31, 2017 and has a stated interest rate of 10%. The Notes are currently in default. 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 $0. The Notes are currently in default. 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 matured on March 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion. The Notes are currently in default. The value of the note is 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 matured on April 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $-0-. The notes carry an interest rate of 10% and matured on April 30, 2017. The Notes are currently in default. 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 matured on May 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $-0-. The notes carry an interest rate of 10% and matured on May 31, 2017. The Notes are currently in default. Financings in 2017 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 20 trading days prior to conversion. 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 $7,452. The notes mature on February 13, 2018 and carry an interest rate of 8%. . 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 25 trading days prior to conversion. 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 $26,860. The notes mature on March 21, 2018 and carry an interest rate of 12% and a default interest rate of 24%. March 28, 2017 Financing On 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 20 trading days prior to conversion. 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 $1,655. The notes mature on December 31, 2017 and carry an interest rate of 10%. April 27, 2017 Financing On April 27, 2017, the Company issued a note for $15,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The gross proceeds from the sale of the note are recorded net of a discount of $15,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $8,641. The notes mature on April 30, 2018 and carry an interest rate of 8%. June 6, 2017 Financing On June 6, 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 20 trading days prior to conversion. The gross proceeds from the sale of the note are recorded net of a discount of $5,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $2,828. The notes mature on February 28, 2018 and carry an interest rate of 10%. July 10, 2017 Financing On that date, the Company issued a note for $15,000 The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The gross proceeds from the sale of the note are recorded net of a discount of $15,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized discount was $11,813. The notes mature on July 31, 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 matured on June 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-0-. 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 matured on July 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-0-. March 2017 On March 1, 2017 the Company issued a convertible promissory note in the principal amount of $20,000 to an unrelated party. The convertible note matured on July 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. At the balance sheet date, the remaining unamortized balance was $-0-. April 2017 On April 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on August 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was 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 balance was $-0-. May 2017 On May 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on September 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was 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 balance was $-0-. June 2017 On June 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on October 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion. The value of the note was 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 balance was $1,020. July 2017 On July 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on November 30, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.The value of the note was 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 balance was $2,007. August 2017 On August 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on December 31, 2017 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.The value of the note was 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 balance was $3,026. September 2017 On September 1, 2017 the Company issued a convertible promissory note in the principal amount of $5,000 to an unrelated party. The convertible note matured on January 31, 2018 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.The value of the note was 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 balance was $4,046.

ADVANCES FROM RELATED PARTY

ADVANCES FROM RELATED PARTY	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
ADVANCES FROM RELATED PARTY	NOTE 6: ADVANCES FROM RELATED PARTY Commencing in the fourth quarter of the prior Fiscal year, Ms. Linda Giampietro, a related party of the Company advanced funds to the Company. All advances bear interest at a rate of 1% per month with a minimum commitment on each advance of thirty days. Advances from Related parties are as follows: September 30, 2017 December 31, 2016 Advances from Related Party $ 159,468 $ 127,148

DUE TO RELATED PARTY

DUE TO RELATED PARTY	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
DUE TO RELATED PARTY	NOTE 7: DUE TO RELATED PARTY The Company has been given access to the Line of Credit that Madeira Beach Seafood, Inc. (“MBS”) has with Bank of America. As of September 30, 2017 and December 31, 2016, Omni Shrimp had utilized $175,743 and $196,000, respectively, from that line of credit. Interest, charge at a rate of 5.25% per year, is paid by Omni to MBS who then pays the bank. The liability to Bank of America lies with MBS. The maximum amount of the line of credit is $500,000. Prior to the onset of operations at Omni Shrimp, Inc., MBS advance Omni $20,000 for the commencement of operations. Additionally, they funded Omni and additional $5,743 for expenses. As such, the liability to MBS is $25,743. During the quarter ended September 30, 2017, these advances were repaid. At September 30, 2017 and December 31, 2016, the amount owed to MBS was as follows: September 30, 2017 December 31, 2016 Amount forwarded from MBS from Bank of America line $ 175,743 $ 196,000 Amount advanced by MBS to Omni Shrimp, Inc. 25,743 Amount outstanding at September 30, 2017 and December 31, 2016 $ 175,743 $ 221,743

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	NOTE 8. DERIVATIVE LIABILITY The Company’s derivative liabilities as of September 30, 2017 and December 31, 2016 are as follows: ● The debt conversion feature embedded in the various Convertible Promissory Notes which contain “down round" provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.) ● Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of September 30, 2017 and December 31, 2016. The fair value of the derivative liabilities as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Note conversion feature liabilities $ 3,532,551 $ 2,077,850 Warrant liability 11,656 88,041 Total $ 3,544,207 $ 2,165,891 The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. At September 30, 2017, the fair value of financial instruments measured on a recurring basis includes derivative liabilities, determined based on level two inputs consisting of quoted prices in active markets for identical assets. The carrying amount reported for accounts payable and accrued liabilities approximates fair value because of the short-term maturity of these financial instruments. The Company has a derivative liability measured at fair market value on a recurring basis. Consequently, the Company had changes in fair value reported in the statements of operations, which were attributable to the change in market value relating to the liability for the year ended September 30, 2013. The following is the Company’s derivative liability measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Level 1 $ — $ — Level 2 – Derivative Liability Level 3 4,574,320 2,165,891 Total $ 4,574,320 $ 2,165,891 As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follows: Derivative liability balance at December 31, 2016 $ 2,165,891 Derivative liability Fair value at the commitment date for convertible notes issued Fair value mark to market adjustment – September 30, 2017 2,224,045 Elimination of derivative liability upon conversion of debt (22,616 ) Derivative liability balance at September 30, 2017 $ 4,574,320

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' DEFICIENCY	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
STOCKHOLDERS' DEFICIENCY	NOTE 9. STOCKHOLDERS’ DEFICIENCY Common Stock Common Stock Issuances During 2017, the Company issued 3,517,485 common shares in satisfaction of $14,185 of principal obligations plus $19,617 of accrued interest to lenders on convertible debt. Warrants The company still has the following warrants outstanding from prior to our reverse merger on June 23, 2016. 2016 2017 Shares Weighted average exercise price Weighted average remaining life-Years Shares Weighted average exercise price Weighted average remaining life-Years Outstanding: beginning of the year 545,294 $ 1.13 5.9 1,217,941 $ 0.35 4.9 Granted during the year 675,000 $ 0.07 — — — Cancelled or forfeited (2,353 ) $ 102.00 — $ — — Warrants outstanding: end of period 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 4.1 Warrants exercisable: end of period 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 4.1 As of September 30, 2017, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. As of December 31, 2016, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. Preferred Stock Series E The Series E Convertible Preferred Stock is convertible into 95% of the Company’s common stock and votes on an as-converted basis. The Series E designation limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares. There are currently 28,500 shares of Series E Preferred stock with a face value of $35. Dividends of $63,403 have been accrued since issuance. The Series E Preferred stock has a liquidation preference of $1,060,903 as follows: Shares outstanding 28,500 Face value per share $ 35 Total face value 997,500 Accrued dividends 63,403 Liquidation preference at September 30, 2017 $ 1,060,903

SEGEMENT DATA

SEGEMENT DATA	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
SEGEMENT DATA	NOTE 10. SEGEMENT DATA The Company’s operates in one segment, sales of shrimp and related products.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11. COMMITMENTS AND CONTINGENCIES 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 September 30, 2017 was $18,500.

RELATIONSHIPS WITH AFFILIATES

RELATIONSHIPS WITH AFFILIATES	9 Months Ended
	Sep. 30, 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, $270,000 at September 30, 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 September 30, 2017, the Company has borrowed $175,743 under this arrangement. Loans from MBS MBS had loaned the Company approximately $25,000 since its inception. These loans are promissory notes with no due date or interest rate. These loans were paid off in the quarter ended September 30, 2017. 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	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13. SUBSEQUENT EVENTS Issuance of Common stock Subsequent to September 30, 2017, there were 723, 730 shares issued for the retirement of $2,895 of principal debt and accrued interest Issuance of Debt On October 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on February 28, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. On November 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on March 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. On December 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears ten percent interest and matures on April 30, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding. On January 1, 2018, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on July 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. On February 1, 2018, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on August 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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 March 1, 2018, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on September 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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 1, 2018, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on October 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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, 2018, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on November 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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 2, 2018, the Company issued a note for $10,000 for cash. The convertible promissory bears interest at 12% and matures on May 1, 2019. 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. Default status of Convertible notes Subsequent to September 30, 2017, the following convertible notes, which the Company had been in compliance are now in default. Date of Financing Date of Maturity Amount of Financing February 13, 2017 cash financing 13-Feb-17 13-Feb-18 $ 20,000 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 March 2017 consulting note 1-Mar-17 31-Jul-17 20,000 April 2017 consulting note 1-Apr-17 31-Aug-17 5,000 Alpha financing- April 2017 27-Apr-17 30-Apr-18 15,000 May 2017 consulting note 1-May-17 30-Sep-17 5,000 June 2017 consulting note 1-Jun-17 31-Oct-17 5,000 June 6, 2017 cash financing 6-Jun-17 28-Feb-18 5,000 July 2017 consulting note 1-Jul-17 30-Nov-17 5,000 July 10, 2017 cash financing 10-Jul-17 31-Jul-18 15,000 August 2017 consulting note 1-Aug-17 31-Dec-17 5,000 September 2017 consulting note 1-Sep-17 31-Jan-18 5,000 Advance from Related Party From October 1, 2017 to the date of this report Ms. Giampietro has been repaid approximately $50,000. She is currently owed approximately $109,000. Line of Credit with bank of America The Company no longer has access to the Line of Credit from Bank of America. Change in Federal income tax On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”), which among other changes reduces the federal corporate tax rate to 21%. The Company is currently evaluating the impact of the TCJA on its consolidated financial statements.

PRINCIPAL BUSINESS ACTIVITY, _2

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Interim Financial Statements	Interim Financial Statements The condensed consolidated financial statements include the following: 1) Balance sheets as of September 30, 2017 and December 31, 2016; 2) Statements of Operations for the three months and nine months ended September 30, 2017 and September 30, 2016; 3) Statement of Shareholders’ Deficiency from December 31, 2016 through September 30, 2017, and 4) Statement of Cash Flows for the nine months ended September 30, 2017 and September 30, 2016. They are unaudited. However, in the opinion of management of the Company, these condensed consolidated financial statements reflect all material adjustments, consisting solely of normal recurring adjustments unless otherwise indicated, necessary to present fairly the consolidated financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Accordingly, these condensed consolidated financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on April 28, 2017.
Liquidity and Going Concern	Liquidity and Going Concern Going Concern - The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net income (loss) for the three month and nine month period ending September 30, 2017 of approximately ($1,030,000) and ($3,999,000), respectively. The Company had negative working capital and stockholders’ deficiency of approximately $7,412,000 at September 30, 2017. Since, inception the Company’s growth has been funded through the issuance of convertible debt, borrowings under lines of credit and internal operations These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.
Basis of Consolidation	Basis of Consolidation The condensed consolidated financial statements include assumed liabilities from the former operating entity. All significant inter-company accounts and transactions have been eliminated in consolidation.
Accounting for Reverse Capitalization	Accounting for Reverse Capitalization The Company follows the guidelines set forth in Topic 12: Reverse Acquisitions and Reverse Capitalizations of the SEC Financial Reporting Material Definitive Agreement On July 5, 2016, the staff of the Securities and Exchange Commission’s Division of Corporation Finance advised the Company that in light of the information set forth in the Form 8-K filed on June 29, 2016, the Staff was of the opinion that the Company was a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 of the Exchange Act. The Company replied with a letter to the Staff contesting the factual basis of such determination, and the Staff replied with a subsequent letter affirming its prior determination. The Company intends to have further communications with the Staff regarding their determination as to the Company’s shell company status. The financial statements enclosed herewith were prepared on the assumption that the Company was not a shell company on June 23, 2016 and is not a shell company at the present time. Pursuant to the SEC Manual, the Company filed a form 8-K/A on September 1, 2016. In Item 9.01 of that filing, the Company reported the required financial statements, including audited financial statements of Omni and pro forma financial information.
Material Definitive Agreement	Material Definitive Agreement The Company announced on June 23, 2016 (the “Effective Date”), it entered into a Share Exchange Agreement (the “Exchange Agreement”) with all of the shareholders of Omni Shrimp, Inc., a Florida corporation (“Omni”), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of Omni and Omni thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those Omni shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the “Series E Preferred Stock”). As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company’s outstanding Series B and Series D Preferred Stock, including James Wemett, who is a director of the Company and was an officer and principal shareholder of the company prior to the effective date, as the holder of the Series D shares, surrendered those shares to the Company. Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with James Wemett, the former President and CEO, pursuant to which Mr. Wemett acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Mr. Wemett waived all accumulated compensation due to him from the Company. In connection with the Asset Purchase Agreement, the Company and Mr. Wemett exchanged releases, and the Company issued to Mr. Wemett a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.05 per share.
Description of the Business	Description of the Business Omni Shrimp, Inc. (“Omni” or the “Company” or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of Mexico. Omni is a wholesaler of locally caught wild American shrimp, predominantly the highly popular Key West pink variety. Customers are large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets. Omni does not own vessels nor have employees who are involved with the catching, transporting or processing of shrimp. Omni’s business model is as follows: ● We purchase shrimp from incoming vessels; ● Through brokers, we arrange for sales to distributors; ● We refrigerate as inventory that we cannot immediately sell; ● We process at a facility in Louisiana if purchasers require certain needs (e.g.- shrimp are to be headless), and ● We send directly to customers the remainder
Estimates	Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying amounts reported in the balance sheet of cash, accounts receivable, inventory, prepaid assets, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial lattice model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the three and nine month periods ending September 30, 2017 and 2016.
Net income/ (Loss) Per Share	Net income/ (Loss) Per Share Loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. As of September 30, 2017 there were 595,901,191 shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. .The Company has sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. Shares associated with the issuance of Series E Preferred stock are reported on an as converted basis
Recent Accounting Pronouncement	Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-011 to Topic 330, Inventory. This ASU requires entities using inventory costing methods other than last-in-first-out and retail inventory method to value their inventory at the lower of cost and net realizable value. This ASU is effective for fiscal years beginning after December 15, 2016 and is to be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Narrow Scope Improvements and Practical Expedients. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2017
Receivables [Abstract]
Schedule of accounts receivables	Balances of Accounts Receivables are as follows: September 30, 2017 December 31, 2016 Accounts receivables $ 232,995 $ 156,650 Allowance for doubtful accounts (67,277 ) — Accounts Receivable, net of Allowance for doubtful accounts $ 165,718 $ 156,650

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Schedule of inventory	Balances of Inventory are as follows: September 30, 2017 December 31, 2016 Gross Inventory $ 318,024 $ 119,813 Allowance for Obsolescence — — Inventory $ 318,024 $ 119,813

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Property and Equipment $ 1,860 $ 1,860 Accumulated depreciation (1,860 ) (1,063 ) Property and equipment, net $ — $ 797

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of total convertible debt	Convertible Notes payable totaled $1,824,400 and $734,998 at September 30, 2017 and December 31, 2016, respectively as follows: September 30, 2017 December 31, 2016 Convertible Notes Payable (at face value) $ 2,161,415 $ 1,968,600 Unamortized discount (337,015 ) (1,233,602 ) Convertible notes payable (net of discount) $ 1,824,400 $ 734,998
Schedule of convertible debt acquisition	At September 30, 2017, the balances were as follows: Convertible Notes Payable Date of Financing Date of Maturity Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (15,865 ) $ 1,414,140 $ 236,620 $ 1,177,520 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 — 344,000 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 31,047 97,728 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 — 7,500 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 — 20,000 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 — 20,000 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 — 20,000 March 21,2017 cash financing 21-Mar-17 21-Mar-18 57,000 — 57,000 26,860 30,140 February 13, 2017 cash financing 13-Feb-17 13-Feb-18 20,000 — 20,000 7,452 12,548 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 — 5,000 1,655 3,345 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 — 20,000 — 20,000 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 — 20,000 — 20,000 March 2017 consulting note 1-Mar-17 31-Jul-17 20,000 — 20,000 — 20,000 April 2017 consulting note 1-Apr-17 31-Aug-17 5,000 — 5,000 — 5,000 Alpha financing- April 2017 27-Apr-17 30-Apr-18 15,000 — 15,000 8,641 6,359 May 2017 consulting note 1-May-17 30-Sep-17 5,000 — 5,000 — 5,000 June 2017 consulting note 1-Jun-17 31-Oct-17 5,000 — 5,000 1,020 3,980 June 6, 2017 cash financing 6-Jun-17 28-Feb-18 5,000 — 5,000 2,828 2,172 July 2017 consulting note 1-Jul-17 30-Nov-17 5,000 — 5,000 2,007 2,993 July 10, 2017 cash financing 10-Jul-17 31-Jul-18 15,000 — 15,000 11,813 3,187 August 2017 consulting note 1-Aug-17 31-Dec-17 5,000 — 5,000 3,026 1,974 September 2017 consulting note 1-Sep-17 31-Jan-18 5,000 — 5,000 4,046 954 Convertible Notes payable at September 30, 2017 $ 2,177,280 $ (15,865 ) $ 2,161,415 $ 337,015 $ 1,824,400 At December 31, 2016, the balances were as follows: Convertible Notes Payable Balance at December 31, 2016 Date of Financing Date of Maturity Amount of Financing Conversions Outstanding Balance Unamortized Discount Net balance Surrender Agreement Notes 23-Jun-16 31-Dec-17 $ 1,430,005 $ (1,680 ) $ 1,428,325 $ 938,762 $ 489,563 Cape One Notes 15-Dec-15 30-Jun-17 344,000 — 344,000 120,980 223,020 December 27, 2016 cash financing 27-Dec-16 27-Dec-17 128,775 — 128,775 127,364 1,411 November 25,2016 cash financing 25-Nov-16 31-Aug-17 7,500 — 7,500 6,532 968 Consulting note-October 2016 1-Oct-16 31-Mar-17 20,000 — 20,000 9,945 10,055 Consulting note-November 2016 1-Nov-16 30-Apr-17 20,000 — 20,000 13,333 6,667 Consulting note-December 2016 1-Dec-16 31-May-17 20,000 — 20,000 16,685 3,315 Convertible Notes payable at December 31, 2016 $ 1,970,280 $ (1,680 ) $ 1,968,600 $ 1,233,602 $ 734,998
Schedule of notes issued	Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows: $1,430,005 in convertible notes payable as detailed below $28,563 in accrued interest (accounted for as accrued interest on the Balance sheet at December 31, 2016) Date Issued Description Purchaser Original Amount Face value Outstanding at September 30, 2017 6/29/16 Interest at the rate of 10%, and convertible into Alpha Capital Anstalt, LLC $ 900,000 $ 900,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Marlin Capital LLC $ 210,000 $ 210,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Bull Hunter LLC $ 140,000 $ 140,000 6/29/16 Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion. Oscaleta Partners LLC $ 180,005 $ 164,140 Total Convertible debt from Surrender and Amendment Agreement $ 1,430,005 $ 1,414,140

ADVANCES FROM RELATED PARTY (Ta

ADVANCES FROM RELATED PARTY (Tables)	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Schedule of advances from related parties	Advances from Related parties are as follows: September 30, 2017 December 31, 2016 Advances from Related Party $ 159,468 $ 127,148

DUE TO RELATED PARTY (Tables)

DUE TO RELATED PARTY (Tables)	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Schedule of due to related party	At September 30, 2017 and December 31, 2016, the amount owed to MBS was as follows: September 30, 2017 December 31, 2016 Amount forwarded from MBS from Bank of America line $ 175,743 $ 196,000 Amount advanced by MBS to Omni Shrimp, Inc. 25,743 Amount outstanding at September 30, 2017 and December 31, 2016 $ 175,743 $ 221,743

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of fair value of the derivative liabilities	The fair value of the derivative liabilities as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Note conversion feature liabilities $ 3,532,551 $ 2,077,850 Warrant liability 11,656 88,041 Total $ 3,544,207 $ 2,165,891
Schedule of fair value of the derivative liabilities on a recurring basis	The following is the Company’s derivative liability measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Level 1 $ — $ — Level 2 – Derivative Liability Level 3 4,574,320 2,165,891 Total $ 4,574,320 $ 2,165,891
Schedule of fair value of the conversion feature	As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follows: Derivative liability balance at December 31, 2016 $ 2,165,891 Derivative liability Fair value at the commitment date for convertible notes issued Fair value mark to market adjustment – September 30, 2017 2,224,045 Elimination of derivative liability upon conversion of debt (22,616 ) Derivative liability balance at September 30, 2017 $ 4,574,320

STOCKHOLDERS' DEFICIENCY (Table

STOCKHOLDERS' DEFICIENCY (Tables)	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Schedule of outstanding warrants	The company still has the following warrants outstanding from prior to our reverse merger on June 23, 2016. 2016 2017 Shares Weighted average exercise price Weighted average remaining life-Years Shares Weighted average exercise price Weighted average remaining life-Years Outstanding: beginning of the year 545,294 $ 1.13 5.9 1,217,941 $ 0.35 4.9 Granted during the year 675,000 $ 0.07 — — — Cancelled or forfeited (2,353 ) $ 102.00 — $ — — Warrants outstanding: end of period 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 4.1 Warrants exercisable: end of period 1,217,941 $ 0.35 4.9 1,217,941 $ 0.35 4.1
Schedule of liquidation preference stock	The Series E Preferred stock has a liquidation preference of $1,060,903 as follows: Shares outstanding 28,500 Face value per share $ 35 Total face value 997,500 Accrued dividends 63,403 Liquidation preference at September 30, 2017 $ 1,060,903

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Schedule of convertible debt acquisition	Subsequent to September 30, 2017, the following convertible notes, which the Company had been in compliance are now in default. Date of Financing Date of Maturity Amount of Financing February 13, 2017 cash financing 13-Feb-17 13-Feb-18 $ 20,000 March 28,2017 cash financing 28-Mar-17 31-Dec-17 5,000 January 2017 consulting note 1-Jan-17 30-Jun-17 20,000 February 2017 consulting note 1-Feb-17 31-Jul-17 20,000 March 2017 consulting note 1-Mar-17 31-Jul-17 20,000 April 2017 consulting note 1-Apr-17 31-Aug-17 5,000 Alpha financing- April 2017 27-Apr-17 30-Apr-18 15,000 May 2017 consulting note 1-May-17 30-Sep-17 5,000 June 2017 consulting note 1-Jun-17 31-Oct-17 5,000 June 6, 2017 cash financing 6-Jun-17 28-Feb-18 5,000 July 2017 consulting note 1-Jul-17 30-Nov-17 5,000 July 10, 2017 cash financing 10-Jul-17 31-Jul-18 15,000 August 2017 consulting note 1-Aug-17 31-Dec-17 5,000 September 2017 consulting note 1-Sep-17 31-Jan-18 5,000

PRINCIPAL BUSINESS ACTIVITY, _3

PRINCIPAL BUSINESS ACTIVITY, MATERIAL DEFINITIVE AGREEMENT AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 23, 2016	Jun. 23, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Net Income (loss)			$ (1,029,995)	$ 20,381	$ (3,989,593)	$ 113,764
Working capital					(7,412,000)
Stockholders' deficiency			(7,412,165)		$ (7,412,165)		$ (3,441,686)
Number of shares underlying preferred stock, convertible debt (in shares)					595,901,191
Income tax expense
Series E Preferred Stock [Member]
Number of shares issued					28,500
Divisible Warrant [Member] | Mr. James Wemett [Member] | Asset Purchase Agreement [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
Omni Shrimp, Inc [Member] | Series E Preferred Stock [Member] | Share Exchange Agreement [Member]
Number of shares issued	28,500
Description of voting rights	95% of the voting control.</font></p>" id="sjs-B15">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">95% of the voting control.&lt;/font>&lt;/p>
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.</font></p>" id="sjs-B16">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">Convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion.&lt;/font>&lt;/p>

ACCOUNTS RECEIVABLE (Details)

ACCOUNTS RECEIVABLE (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Accounts receivables	$ 232,995	$ 156,650
Allowance for doubtful accounts	(67,277)
Accounts Receivable, net of Allowance for doubtful accounts	$ 165,718	$ 156,650

INVENTORY (Details)

INVENTORY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Gross Inventory	$ 318,024	$ 119,813
Allowance for Obsolescence
Inventory	$ 318,024	$ 119,813

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	$ 1,860	$ 1,860
Accumulated depreciation	(1,860)	(1,063)
Property and equipment, net		$ 797

PROPERTY AND EQUIPMENT, NET (_2

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 797

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable (at face value)	$ 2,161,415	$ 1,968,600
Unamortized discount	(337,015)	(1,233,602)
Convertible notes payable (net of discount)	$ 1,824,400	$ 734,998

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Amount of Financing	$ 2,177,280	$ 1,970,280
Conversions	(15,865)	(1,680)
Outstanding Balance	2,161,415	1,968,600
Unamortized Discount	337,015	1,233,602
Net balance	$ 1,824,400	$ 734,998
Surrender and Amendment Agreement ("Surrender and Amendment") [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	(15,865)	(1,680)
Outstanding Balance	1,414,140	1,428,325
Unamortized Discount	236,620	938,762
Net balance	$ 1,177,520	$ 489,563
Convertible Promissory Note [Member] | December 27, 2016 Financing [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
Conversions
Outstanding Balance	128,775	128,775
Unamortized Discount	31,047	127,364
Net balance	$ 97,728	$ 1,411
Convertible Promissory Note [Member] | November 25, 2016 Financing [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
Conversions
Outstanding Balance	7,500	7,500
Unamortized Discount	0	6,532
Net balance	$ 7,500	$ 968
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
Conversions
Outstanding Balance	57,000
Unamortized Discount	26,860
Net balance	$ 30,140
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
Conversions
Outstanding Balance	20,000
Unamortized Discount	7,452
Net balance	$ 12,548
10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Date of Financing	Mar. 28, 2017
Date of Maturity	Dec. 31, 2017
Amount of Financing	$ 5,000
Outstanding Balance	5,000
Unamortized Discount	1,655
Net balance	$ 3,345
12% Convertible Promissory Notes Due On April 30, 2018 [Member]
Date of Financing	Apr. 27, 2017
Date of Maturity	Apr. 30, 2018
Amount of Financing	$ 15,000
Conversions
Outstanding Balance	15,000
Unamortized Discount	8,641
Net balance	$ 6,359
10% Convertible Promissory Notes Due On February 28, 2018 [Member]
Date of Financing	Jun. 6, 2017
Date of Maturity	Feb. 28, 2018
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount	2,828
Net balance	$ 2,172
10% Convertible Promissory Notes Due On July 31, 2018 [Member]
Date of Financing	Jul. 10, 2017
Date of Maturity	Jul. 31, 2018
Amount of Financing	$ 15,000
Conversions
Outstanding Balance	15,000
Unamortized Discount	11,813
Net balance	$ 3,187
Cape One Master Fund II LLP [Member] | Convertible Promissory Notes Due On February 28, 2018 [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
Conversions
Outstanding Balance	344,000	344,000
Unamortized Discount	0	120,980
Net balance	$ 344,000	$ 223,020
Unrelated Party [Member] | 10% Convertible Promissory Note Due March 31, 2017 [Member]
Date of Financing	Oct. 1, 2016	Oct. 1, 2016
Date of Maturity	Mar. 31, 2017	Mar. 31, 2017
Amount of Financing	$ 20,000	$ 20,000
Conversions
Outstanding Balance	20,000	20,000
Unamortized Discount		9,945
Net balance	$ 20,000	$ 10,055
Unrelated Party [Member] | 10% Convertible Promissory Note Due April 30, 2017 [Member]
Date of Financing	Nov. 1, 2016	Nov. 1, 2016
Date of Maturity	Apr. 30, 2017	Apr. 30, 2017
Amount of Financing	$ 20,000	$ 20,000
Conversions
Outstanding Balance	20,000	20,000
Unamortized Discount		13,333
Net balance	$ 20,000	$ 6,667
Unrelated Party [Member] | 10% Convertible Promissory Note Due May 3, 2017 [Member]
Date of Financing	Dec. 1, 2016	Dec. 1, 2016
Date of Maturity	May 31, 2017	May 31, 2017
Amount of Financing	$ 20,000	$ 20,000
Conversions
Outstanding Balance	20,000	20,000
Unamortized Discount		16,685
Net balance	$ 20,000	$ 3,315
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On June 30, 2017 [Member]
Date of Financing	Jan. 1, 2017
Date of Maturity	Jun. 30, 2017
Amount of Financing	$ 20,000
Outstanding Balance	20,000
Unamortized Discount
Net balance	$ 20,000
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On July 31, 2017 [Member]
Date of Financing	Feb. 1, 2017
Date of Maturity	Jul. 31, 2017
Amount of Financing	$ 20,000
Outstanding Balance	20,000
Unamortized Discount
Net balance	$ 20,000
Unrelated Party [Member] | ConvertibleNotesPayable19Member
Date of Financing	Mar. 1, 2017
Date of Maturity	Jul. 31, 2017
Amount of Financing	$ 20,000
Conversions
Outstanding Balance	20,000
Unamortized Discount
Net balance	$ 20,000
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 31, 2017 [Member]
Date of Financing	Apr. 1, 2017
Date of Maturity	Aug. 31, 2017
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount
Net balance	$ 5,000
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On September 30, 2017 [Member]
Date of Financing	May 1, 2017
Date of Maturity	Sep. 30, 2017
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount
Net balance	$ 5,000
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 30, 2017 [Member]
Date of Financing	Jun. 1, 2017
Date of Maturity	Oct. 31, 2017
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount	1,020
Net balance	$ 3,980
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On November 30, 2017 [Member]
Date of Financing	Jul. 1, 2017
Date of Maturity	Nov. 30, 2017
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount	2,007
Net balance	$ 2,993
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Date of Financing	Aug. 1, 2017
Date of Maturity	Dec. 31, 2017
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount	3,026
Net balance	$ 1,974
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On January 31, 2018 [Member]
Date of Financing	Sep. 1, 2017
Date of Maturity	Jan. 31, 2018
Amount of Financing	$ 5,000
Conversions
Outstanding Balance	5,000
Unamortized Discount	4,046
Net balance	$ 954

CONVERTIBLE NOTES PAYABLE (De_3

CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Convertible Notes Payable (at face value)	$ 2,161,415	$ 1,968,600
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Original Amount	1,430,005
Convertible Notes Payable (at face value)	$ 1,414,140	$ 1,428,325
Date Issued	Jun. 23, 2016	Jun. 23, 2016
Interest rate	10.00%
Alpha Capital Anstalt, LLC [Member] | Convertible Debt #1 [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [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.</font></p>" id="sjs-B14">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">Convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/font>&lt;/p>
Marlin Capital LLC [Member] | Convertible Debt #2 [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [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.</font></p>" id="sjs-B20">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">Convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/font>&lt;/p>
Bull Hunter LLC [Member] | Convertible Debt #3 [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [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.</font></p>" id="sjs-B26">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">Convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/font>&lt;/p>
Oscaleta Partners LLC [Member] | Convertible Debt #4 [Member] | Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Original Amount	$ 180,005
Convertible Notes Payable (at face value)	$ 164,140
Date Issued	Jun. 29, 2016
Interest rate	10.00%
Description of conversion	Convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.</font></p>" id="sjs-B32">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">Convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/font>&lt;/p>

CONVERTIBLE NOTES PAYABLE (De_4

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Convertible notes payable	$ 1,824,400	$ 734,998
Convertible notes payable, face value	2,161,415	1,968,600
Net proceeds from debt issuance	2,177,280	1,970,280
Unamortized balance	337,015	1,233,602
Surrender and Amendment Agreement ("Surrender and Amendment") [Member]
Convertible notes payable	1,177,520	489,563
Convertible notes payable, face value	1,414,140	1,428,325
Redemption in debt face amount	300,000
Original Amount	1,430,005
Debt accrued interest	600,000	28,563
Net proceeds from debt issuance	1,430,005	1,430,005
Unamortized balance	$ 236,620	$ 938,762
Maturity date	Dec. 31, 2017	Dec. 31, 2017
Interest rate	10.00%
Convertible Promissory Note [Member] | December 27, 2016 Financing [Member]
Convertible notes payable	$ 97,728	$ 1,411
Convertible notes payable, face value	$ 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.</font></p>" id="sjs-B20">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/font>&lt;/p>
Net proceeds from debt issuance	$ 128,775	128,775
Unamortized balance	$ 31,047	$ 127,364
Maturity date	Dec. 27, 2017	Dec. 27, 2017
Interest rate	8.00%
Convertible Promissory Note [Member] | November 25, 2016 Financing [Member]
Convertible notes payable	$ 7,500	$ 968
Convertible notes payable, face value	$ 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.</p>" id="sjs-B28">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 7,500	7,500
Unamortized balance	$ 0	$ 6,532
Maturity date	Aug. 31, 2017	Aug. 31, 2017
Interest rate	10.00%
10% Convertible Promissory Notes Due On February 13, 2018 [Member]
Convertible notes payable	$ 12,548
Convertible notes payable, face value	$ 20,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B36">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 20,000
Unamortized balance	$ 7,452
Maturity date	Feb. 13, 2018
Interest rate	8.00%
12% Convertible Promissory Notes Due On March 21, 2018 [Member]
Convertible notes payable	$ 30,140
Convertible notes payable, face value	$ 57,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 25 trading days prior to conversion.</p>" id="sjs-B44">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 25 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 57,000
Unamortized balance	$ 26,860
Maturity date	Mar. 21, 2018
Interest rate	12.00%
10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Convertible notes payable	$ 3,345
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B52">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 1,655
Maturity date	Dec. 31, 2017
12% Convertible Promissory Notes Due On April 30, 2018 [Member]
Convertible notes payable	$ 6,359
Convertible notes payable, face value	$ 15,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B59">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 15,000
Unamortized balance	$ 8,641
Maturity date	Apr. 30, 2018
Interest rate	8.00%
10% Convertible Promissory Notes Due On February 28, 2018 [Member]
Convertible notes payable	$ 2,172
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B67">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 2,828
Maturity date	Feb. 28, 2018
Interest rate	10.00%
10% Convertible Promissory Notes Due On July 31, 2018 [Member]
Convertible notes payable	$ 3,187
Convertible notes payable, face value	$ 15,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B75">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 15,000
Unamortized balance	$ 11,813
Maturity date	Jul. 31, 2018
Interest rate	10.00%
Cape One Master Fund II LLP [Member] | Convertible Promissory Notes Due On February 28, 2018 [Member]
Convertible notes payable	$ 344,000	$ 223,020
Convertible notes payable, face value	344,000	344,000
Net proceeds from debt issuance	344,000	344,000
Unamortized balance	$ 0	$ 120,980
Maturity date	Jun. 30, 2017	Jun. 30, 2017
Unrelated Party [Member] | 10% Convertible Promissory Note Due March 31, 2017 [Member]
Convertible notes payable	$ 20,000	$ 10,055
Convertible notes payable, face value	$ 20,000	20,000
Description of conversion	The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.</font></p>" id="sjs-B89">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into the Company&#8217;s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/font>&lt;/p>
Net proceeds from debt issuance	$ 20,000	20,000
Unamortized balance		$ 9,945
Maturity date	Mar. 31, 2017	Mar. 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Note Due April 30, 2017 [Member]
Convertible notes payable	$ 20,000	$ 6,667
Convertible notes payable, face value	$ 20,000	20,000
Description of conversion	The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.</font></p>" id="sjs-B97">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into the Company&#8217;s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/font>&lt;/p>
Net proceeds from debt issuance	$ 20,000	20,000
Unamortized balance		$ 13,333
Maturity date	Apr. 30, 2017	Apr. 30, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Note Due May 3, 2017 [Member]
Convertible notes payable	$ 20,000	$ 3,315
Convertible notes payable, face value	$ 20,000	20,000
Description of conversion	The note is convertible into the Company’s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.</font></p>" id="sjs-B105">&lt;p>&lt;font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into the Company&#8217;s common stock at a 70% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/font>&lt;/p>
Net proceeds from debt issuance	$ 20,000	20,000
Unamortized balance		$ 16,685
Maturity date	May 31, 2017	May 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On June 30, 2017 [Member]
Convertible notes payable	$ 20,000
Convertible notes payable, face value	$ 20,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B113">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 20,000
Unamortized balance
Maturity date	Jun. 30, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On July 31, 2017 [Member]
Convertible notes payable	$ 20,000
Convertible notes payable, face value	$ 20,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B121">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 20,000
Unamortized balance
Maturity date	Jul. 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | ConvertibleNotesPayable19Member
Convertible notes payable	$ 20,000
Convertible notes payable, face value	$ 20,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B129">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 20,000
Unamortized balance
Maturity date	Jul. 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 31, 2017 [Member]
Convertible notes payable	$ 5,000
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B137">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance
Maturity date	Aug. 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On September 30, 2017 [Member]
Convertible notes payable	$ 5,000
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B145">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance
Maturity date	Sep. 30, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On August 30, 2017 [Member]
Convertible notes payable	$ 3,980
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B153">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 1,020
Maturity date	Oct. 31, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On November 30, 2017 [Member]
Convertible notes payable	$ 2,993
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B161">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 2,007
Maturity date	Nov. 30, 2017
Interest rate	10.00%
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Convertible notes payable	$ 1,974
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B169">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 3,026
Maturity date	Dec. 31, 2017
Unrelated Party [Member] | 10% Convertible Promissory Notes Due On January 31, 2018 [Member]
Convertible notes payable	$ 954
Convertible notes payable, face value	$ 5,000
Description of conversion	The Note is convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.</p>" id="sjs-B176">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The Note is convertible into the Company&#8217;s common stock at a 50% discount of the lowest closing bid price during the 20 trading days prior to conversion.&lt;/p>
Net proceeds from debt issuance	$ 5,000
Unamortized balance	$ 4,046
Maturity date	Jan. 31, 2018

ADVANCES FROM RELATED PARTY (De

ADVANCES FROM RELATED PARTY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Advances from Related Party	$ 159,468	$ 127,148

ADVANCES FROM RELATED PARTY (_2

ADVANCES FROM RELATED PARTY (Details Narrative)	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related party interest rate (per month)	1.00%

DUE TO RELATED PARTY (Details)

DUE TO RELATED PARTY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Due from related party	$ 175,743	$ 221,743
Advanced By Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party		25,743
Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party		$ 196,000

DUE TO RELATED PARTY (Details N

DUE TO RELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Short-term Debt [Line Items]
Advances from related party	$ 32,320
Advanced By Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party	25,743
Madeira Beach Seafood, Inc. [Member]
Short-term Debt [Line Items]
Due from related party	175,743		$ 196,000
Maximum amount of line of credit	500,000
Advances from related party	20,000
Advances for expenses from related party	5,743
Repayment of advance from related party	$ 25,743

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Note conversion feature liabilities	$ 3,532,551	$ 2,077,850
Total	3,544,207	2,165,891
Warrant [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total	$ 11,656	$ 88,041

DERIVATIVE LIABILITY (Details 1

DERIVATIVE LIABILITY (Details 1) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Derivative Liability	$ 4,574,320	$ 2,165,891
Fair Value, Inputs, Level 1 [Member]
Derivative Liability
Fair Value, Inputs, Level 2 [Member]
Derivative Liability
Fair Value, Inputs, Level 3 [Member]
Derivative Liability	$ 4,574,320	$ 2,165,891

DERIVATIVE LIABILITY (Details 2

DERIVATIVE LIABILITY (Details 2)	9 Months Ended
	Sep. 30, 2017USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability at beginning	$ 2,165,891
Fair value mark to market adjustment	2,224,045
Elimination of derivative liability upon conversion of debt	(22,616)
Derivative liability balance at end	$ 4,574,320

STOCKHOLDERS' DEFICIENCY (Detai

STOCKHOLDERS' DEFICIENCY (Details) - Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding: beginning of the year	1,217,941	545,294
Granted during the year		675,000
Cancelled or forfeited		(2,353)
Outstanding: end of year	1,217,941	1,217,941
Exercisable: end of year	1,217,941	1,217,941
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Exercise Price [Roll Forward]
Outstanding: beginning of the year	$ 0.35	$ 1.13
Granted during the year		0.07
Cancelled or forfeited		102
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	4 years 10 months 24 days	5 years 10 months 24 days
Outstanding: end of year	4 years 1 month 6 days	4 years 10 months 24 days
Exercisable: end of year	4 years 1 month 6 days	4 years 10 months 24 days

STOCKHOLDERS' DEFICIENCY (Det_2

STOCKHOLDERS' DEFICIENCY (Details 1) - Series E Preferred Stock [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Shares outstanding	28,500
Face value per share	$ 35
Total face value	$ 997,500
Accrued dividends	63,403
Liquidation preference	$ 1,060,903	$ 1,023,599

STOCKHOLDERS' DEFICIENCY (Det_3

STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt conversion	$ 2,895
Outstanding intrinsic value	0	$ 0
Exercisable intrinsic value	$ 0	$ 0
Common Stock [Member]
Number of common stock issued for conversion of debt (in shares)	3,517,485
Debt conversion	$ 14,185
Accrued interest included on conversions of debt	$ 19,617
Series E Preferred Stock [Member]
Percentage of stock conversion limit	4.99%
Percentage of common stock converted	95.00%
Number of shares issued	28,500
Liquidation preference, face value (in dollars per share)	$ 35
Accrued dividends	$ 63,403

SEGEMENT DATA (Details Narrativ

SEGEMENT DATA (Details Narrative)	9 Months Ended
	Sep. 30, 2017Segment
Segment Reporting [Abstract]
Number of segment	1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Gulf Boulevard, Madeira Beach FL. [Member]	9 Months Ended
	Sep. 30, 2017USD ($)
Rent expense per month	$ 1,500
Rent expense	$ 18,500

RELATIONSHIPS WITH AFFILIATES (

RELATIONSHIPS WITH AFFILIATES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Due from related party	$ 175,743		$ 175,743		$ 221,743
Compensation expense	90,000		270,000
Madeira Beach Seafood, Inc [Member]
Due from related party	175,743		175,743
Loans	$ 25,000		25,000
Monthly rent			$ 1,500
Interest rate	5.25%		5.25%
Compensation expense			$ 270,000
Monthly compensation expenses			30,000
Repayment of loan			$ 25,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Amount of Financing	$ 2,177,280	$ 1,970,280
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
10% Convertible Promissory Notes Due On December 31, 2017 [Member]
Date of Financing	Mar. 28, 2017
Date of Maturity	Dec. 31, 2017
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On June 30, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Jan. 1, 2017
Date of Maturity	Jun. 30, 2017
Amount of Financing	$ 20,000
10% Convertible Promissory Notes Due On July 31, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Feb. 1, 2017
Date of Maturity	Jul. 31, 2017
Amount of Financing	$ 20,000
ConvertibleNotesPayable19Member | Unrelated Party [Member]
Date of Financing	Mar. 1, 2017
Date of Maturity	Jul. 31, 2017
Amount of Financing	$ 20,000
10% Convertible Promissory Notes Due On August 31, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Apr. 1, 2017
Date of Maturity	Aug. 31, 2017
Amount of Financing	$ 5,000
12% Convertible Promissory Notes Due On April 30, 2018 [Member]
Date of Financing	Apr. 27, 2017
Date of Maturity	Apr. 30, 2018
Amount of Financing	$ 15,000
10% Convertible Promissory Notes Due On September 30, 2017 [Member] | Unrelated Party [Member]
Date of Financing	May 1, 2017
Date of Maturity	Sep. 30, 2017
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On August 30, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Jun. 1, 2017
Date of Maturity	Oct. 31, 2017
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On February 28, 2018 [Member]
Date of Financing	Jun. 6, 2017
Date of Maturity	Feb. 28, 2018
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On November 30, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Jul. 1, 2017
Date of Maturity	Nov. 30, 2017
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On July 31, 2018 [Member]
Date of Financing	Jul. 10, 2017
Date of Maturity	Jul. 31, 2018
Amount of Financing	$ 15,000
10% Convertible Promissory Notes Due On December 31, 2017 [Member] | Unrelated Party [Member]
Date of Financing	Aug. 1, 2017
Date of Maturity	Dec. 31, 2017
Amount of Financing	$ 5,000
10% Convertible Promissory Notes Due On January 31, 2018 [Member] | Unrelated Party [Member]
Date of Financing	Sep. 1, 2017
Date of Maturity	Jan. 31, 2018
Amount of Financing	$ 5,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

May 01, 2018

Apr. 01, 2018

Mar. 01, 2018

Feb. 01, 2018

Jan. 01, 2018

Dec. 22, 2017

Dec. 01, 2017

Nov. 01, 2017

Oct. 31, 2017

Oct. 02, 2017

Sep. 30, 2017

Sep. 30, 2016

Dec. 31, 2016

Convertible notes payable, face value

$ 2,161,415

$ 1,968,600

Number of shares converted, Shares

723,730

Number of shares converted, value

$ 2,895

Advance from related party

32,320

Repayments of advance from related party

$ (46,000)

$ 136,743

Tax Cuts and Jobs Act [Member] | Tax Cuts and Jobs Act

Federal corporate tax rate

21.00%

Tax Cuts and Jobs Act [Member] | Ms. Giampietro [Member]

Advance from related party

$ 109,000

Repayments of advance from related party

$ 50,000

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On February 28, 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 70% of the lowest closing bid price for the twenty days prior to the conversion.</p>" id="sjs-K14">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion.&lt;/p>

Date of Maturity

Feb. 28, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On March 31, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

<font style="font: 10pt Times New Roman, Times, Serif">The convertible promissory note bears ten percent interest and matures on January 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. </font></p>" id="sjs-I18">&lt;p style="font: 10pt Times New Roman, Times, Serif; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">The convertible promissory note bears ten percent interest and matures on January 31, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. &lt;/font>&lt;/p>

Date of Maturity

Mar. 31, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On April 30, 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 70% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.</p>" id="sjs-H22">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 70% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.&lt;/p>

Date of Maturity

Apr. 30, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On July 1, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears no interest and matures on July 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion.  </p>" id="sjs-F26">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The convertible promissory note bears no interest and matures on July 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. &#160;&lt;/p>

Date of Maturity

Apr. 30, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On August 1, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

<font style="font: 10pt Times New Roman, Times, Serif">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.</font></p>" id="sjs-E30">&lt;p style="margin: 0; text-align: justify">&lt;font style="font: 10pt Times New Roman, Times, Serif">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.&lt;/font>&lt;/p>

Date of Maturity

Aug. 1, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On September 1, 2018 [Member]

Convertible notes payable, face value

$ 5,000

Description of conversion

The convertible promissory note bears no interest and matures on September 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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.</p>" id="sjs-D34">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0">The convertible promissory note bears no interest and matures on September 1, 2018. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 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.&lt;/p>

Date of Maturity

Sep. 1, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On October 1, 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. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.</p>" id="sjs-C38">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&lt;/p>

Date of Maturity

Oct. 1, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On November 1, 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. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.</p>" id="sjs-C42">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&lt;/p>

Date of Maturity

Nov. 1, 2018

Tax Cuts and Jobs Act [Member] | Convertible Promissory Notes Due On May 1, 2019 [Member]

Convertible notes payable, face value

$ 10,000

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. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.</p>" id="sjs-B46">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&lt;/p>

Date of Maturity

May 1, 2019