UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ~~Annual~~ ANNUAL ~~Report~~REPORT ~~pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES EXCHANGE ACT OF 1934

~~Exchange~~For ~~Act~~the offiscal ~~1934~~year ended December 31, 2016

~~For~~¨ TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31, 2015~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

orCommission File Number: 000-49901

~~¨ Transitional~~Omni ~~Report~~Shrimp, ~~pursuant~~Inc. to(Name ~~Section~~of 13registrant oras ~~15(d)~~specified ofin ~~the~~its charter)

Securities Exchange Act of 1934

Nevada	87-0646435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

NATURALNANO, INC

13613 Gulf Boulevard, Madeira Beach FL	33738
(Address of principal executive offices)	(Zip Code)

~~Commission~~Registrant’s telephone ~~File~~number, ~~No.~~including ~~000~~area code: (727) 398-~~49901~~2692

Nevada		87-0646435
(State of incorporation)		(IRS Employer Identification Number)

Securities registered pursuant to Section 12(b) of the Act: None

~~763~~Securities ~~Linden~~registered ~~Ave.~~pursuant ~~Rochester,~~to ~~New~~Section ~~York~~12(g) of ~~14625~~the ~~(Address~~Act: ofCommon ~~principal~~Stock, ~~executive~~par ~~office)~~value $.001 per share.

~~(585)~~Indicate ~~267~~by check mark if the registrant is a well-~~4848~~known ~~(Registrant’s~~seasoned ~~telephone~~issuer, ~~number)~~as defined in Rule 405 of the Securities Act.

~~Securities~~Yes ~~registered pursuant to Section~~¨ ~~12(b)~~No ~~of the Act:~~x.

Title of each class Common Stock (Par Value - $0.001)

Name of each exchange on which Registered

None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, defined in Rule 405 of the Securities Act

YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

~~YES~~ Yes ¨ NO No x.

~~Note-~~Indicate ~~Checking~~by ~~the~~check ~~box~~mark ~~above~~if ~~will~~the ~~not relieve any~~ registrant has ~~required~~(1) tofiled ~~file~~all reports ~~pursuant~~required to be filed by Section 13 or 15(d) of the Securities Exchange Act ~~from~~of ~~their~~1934 ~~obligations~~during ~~under~~the ~~those~~past ~~Sections~~12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Indicate~~Yes ~~by check mark whether the registrant (1) has filed~~x ~~all~~No reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days¨.

~~YES~~ Indicate by check mark if disclosure of delinquent ~~x NO~~ filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s oknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K ¨.

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

~~YES~~ Yes ¨ No x ~~NO o~~

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant is ~~delinquent~~a ~~filers~~large ~~pursuant~~accelerated ~~to Item 405 of Regulation S-K (§229.405 of this Chapter) is not contained herein~~filer, ~~and~~an ~~will~~accelerated ~~not be contained~~filer, toa ~~the~~non-accelerated ~~best of registrant’s knowledge~~filer, ~~in definitive proxy~~ or ~~information~~a ~~statements incorporated~~smaller byreporting ~~reference in Part III of this Form 10-K or any amendment to this Form 10-K~~company. ¨

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨. ~~accelerated~~Accelerated filer, a¨. ~~non~~Non-accelerated filer or¨. (Do not check if a smaller reporting company) Smaller reporting company x.

~~Large Accelerated~~Indicate ~~Filer~~by ~~¨ Accelerated~~check ~~Filer~~mark ¨whether the registrant ~~Non~~is a shell company (as defined in Rule 12b-~~Accelerated~~2 ~~Filer ¨ Smaller~~of ~~Reporting~~the ~~Company~~Exchange xAct).

~~Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).~~Yes ¨. No x.

The aggregate market value of the voting ~~and~~ and non-voting common equity of the registrant held by non-affiliates ~~computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity,~~ as of the last business day of the registrant’s most recently completed second fiscal quarter: was $67,275.

~~2,093,502~~As ~~shares~~of atApril a28, ~~market~~2017, ~~valued~~there ~~by reference~~were to5,803,162 ~~the closing price~~ shares of ~~such~~the common stock ~~($0.1599), as~~ of ~~June~~the ~~30,~~registrant ~~2015~~issued ~~was~~and ~~$334,751~~outstanding.

As of June 6, 2016, there were 2,911,658 shares of Common Stock of NaturalNano, Inc. issued and outstanding.

NaturalNano, Inc.

Table of Contents

PART I	~~PART I~~	4
ITEM 1.	BUSINESS		3
Item 1.	Business.	4
ITEM 2.	PROPERTIES		7
Item 1A	Risk Factors	5
ITEM 3.	LEGAL PROCEEDINGS		7
Item 2.	Properties.	11
ITEM 4.	MINE SAFETY DISCLOSURES		7
Item 3.	Legal Proceedings.	11
	PART II
Item 4.	Mine Safety Disclosures.	11
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		8
PART II		11
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	11
ITEM 8.	FINANCIAL STATEMENTS		16
Item 6.	Selected Financial Data.	14
ITEM 9A.	CONTROLS AND PROCEDURES		16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
	PART III
Item 8.	Financial Statements and Supplementary Data.	19
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		18
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	20
ITEM 11.	EXECUTIVE COMPENSATION		19
Item 9A.	Controls and Procedures.	20
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		21
Item 10.	Directors, Executive Officers and Corporate Governance.	23
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		22
Item 11.	Executive Compensation.	26
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	27
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		24
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	28
	SIGNATURES		25
Item 14.	Principal Accountant Fees and Services.	29
PART IV		33
Item 15.	Exhibits and Financial Statement Schedules	33

Introductory Comment - Use of Terminology

Throughout this Annual Report on Form 10-K, the terms the “Company,” “we,” “us” and “our” refer to Omni Shrimp, Inc.

Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). To the extent that any statements made in this Form 10-K contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate” “expect,” “hope,” “intend,” “may,” “plan,” “potential,” “product,” “seek,” “should,” “will,” “would” and variations of such words. Forward-looking statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation:

our ability to raise capital to finance our research and development and operations, when needed and on terms advantageous to us;

our ability to manage marketability of our products;

general economic and business conditions;

the effect on our business of recent credit-tightening throughout the United States and the world, especially with respect to federal, state, local and foreign government procurement agencies, as well as quasi-public, charitable and private emergency response organizations;

the impact of developments and competition within the industries in which we intend to compete

adverse results of any legal proceedings;

the impact of current, pending or future legislation and regulation on water safety, including, but not limited to, changes in zoning and environmental laws and regulations within our target areas of operations;

our ability to maintain and enter into relationships with suppliers, vendors and contractors of acceptable quality of goods and services on terms advantageous to us;

the volatility of our operating results and financial condition;

our ability to attract and retain qualified senior management personnel; and

the other risks and uncertainties detailed in this Form 10-K and, from time to time, in our other filings with the Securities and Exchange Commission.

Readers of this Annual Report on Form 10-K should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readers should not place undue reliance on forward-looking statements contained in this Form 10-K. We do not undertake any obligation to publicly update or revise any forward-looking statements we may make in this Form 10-K or elsewhere, whether as a result of new information, future events or otherwise.

PART I

Item 1. Business.

~~Basis~~Organizational ~~of Consolidation~~Structure

~~The~~Prior ~~consolidated~~to ~~financial~~November ~~statements~~29, ~~include the~~2005, ~~accounts~~we ofwere ~~NaturalNano~~known as “Cementitious Materials, Inc. ~~(“NaturalNano~~” orPursuant to an Agreement and Plan of Merger, dated September 26, 2005 (the “~~Company~~Merger Agreement”), awe ~~Nevada~~merged ~~corporation~~with NaturalNano Research, ~~and~~Inc. ~~its~~on ~~wholly~~November 29, 2005. Immediately following the Merger, we changed ~~owned~~our ~~subsidiary~~name ~~NaturalNano~~to ~~Research~~NaturalNano, Inc. ~~(“NN~~NaturalNano, ~~Research”)~~located ain ~~Delaware~~Pittsford, ~~corporation.~~New ~~All~~York, ~~significant~~was ~~inter-company~~engaged ~~accounts~~in the development and commercialization of material science technologies with an emphasis on additives to polymers and ~~transactions~~other ~~have~~industrial ~~been~~and ~~eliminated~~consumer inproducts ~~consolidation~~by taking advantage of technology advances developed in-house. The Company’s current activities are directed toward research, development, production and marketing of its proprietary technologies relating to the treatment and separation of nanotubes from halloysite clay and the development of related commercial applications for:

~~Description~~· ofcosmetics, ~~Business~~health and beauty products

~~NaturalNano~~· ~~(the “Company”)~~polymers, ~~located~~ inplastics ~~Rochester,~~and ~~New York, is engaged in two business segments:~~composites

·On ~~The~~June ~~Nanotechnology~~23, ~~segment~~2016 ~~includes~~ (the "Effective ~~development~~Date"), ~~and~~it ~~commercialization~~entered ofinto ~~material additives based on~~ a ~~technology~~Share ~~utilizing~~Exchange ~~halloysite~~Agreement ~~nanotubes~~ (~~HNTs). The Company provides additives designed to improve~~ the ~~processing~~"Exchange ~~characteristics~~Agreement") ~~and~~with ~~mechanical~~all ~~properties~~ of ~~engineering~~the ~~thermoplastics and additives designed to optimize release~~ shareholders of ~~active~~Omni ~~agent~~Shrimp, ~~such~~Inc., asa ~~vitamins~~Florida ~~and~~corporation ~~fragrance~~("OMNI"), inpursuant ~~cosmetics~~to ~~products.~~which ~~NaturalNano~~the ~~holds~~shareholders ~~patents~~exchanged ~~relating~~with to the ~~commercial~~Company ~~use~~ all of ~~HNTs~~the inoutstanding ~~composite~~shares ~~materials~~of asstock ~~well~~of asOMNI ~~specialized~~and ~~techniques~~OMNI ~~used~~thereupon inbecame ~~the~~a ~~refinement~~wholly ~~and~~owned ~~processing~~subsidiary of ~~HNTs~~the ~~and intermediaries that it ships to customers~~Company. ~~HNT~~In ~~materials~~consideration for ~~used~~the asexchange aof ~~surface~~those ~~treatment~~OMNI ~~have~~shares, the Company ~~also~~issued ~~shown~~28,500 ~~promise~~shares inof ~~medical~~a ~~research~~newly increated ~~stem~~Series ~~cell~~E ~~collection~~Preferred ~~and~~Stock inof the ~~trapping circulating cancer cells. The~~ Company is(the ~~also~~"Series ~~exploring~~E ~~surface~~Preferred ~~treatments~~Stock"). ~~related~~For toaccounting ~~improved~~purposes, ~~adhesion~~the oftransaction ~~protective~~was ~~coatings~~accounted for ~~polymer~~as ~~components~~a ~~used~~merger, and inOMNI ~~several~~was ~~commercial~~deemed ~~applications.~~the surviving entity

·As Ona ~~November~~result 5,of ~~2014~~their ownership of the ~~Company~~Series ~~announced~~E Preferred Stock, the ~~new~~Omni ~~business~~shareholders ~~line,~~acquired ~~ViralProtec,~~the ~~(www.viralprotec.com)~~right ato ~~division~~vote 95% of ~~NaturalNano.~~the ~~ViralProtec,~~voting iscontrol aof ~~reseller~~the ~~for~~Company. The ~~Ebola~~Series ~~personal~~E ~~protective~~Preferred ~~equipment~~Stock ~~(PPE)~~is ~~and~~also ~~ancillary~~convertible ~~supplies.~~into ~~Our~~common ~~mission~~stock iswhich, toin ~~provide~~the ~~personal~~aggregate, ~~protective~~would ~~equipment~~represent ~~for~~up ~~caregivers~~to ~~for~~95% ~~infectious~~of ~~patient~~the ~~care~~outstanding common ~~that~~stock ~~meet~~after orthe ~~exceed~~conversion. ~~CDC~~In ~~and~~addition, ~~WHO~~on ~~guidelines.~~the ~~ViralProtec~~Effective ~~was~~Date, ~~created~~the inholders ~~response~~of all of the ~~public~~Company's ~~concern~~outstanding Series B and ~~publicity~~Series ~~surrounding~~D ~~the~~Preferred ~~risk~~Stock, toincluding James ~~caregivers~~Wemett, ~~and~~who ~~other~~is ~~responders~~a ~~created~~director byof the ~~Ebola~~Company ~~virus.~~and ~~The~~was ~~Company~~an officer and ~~will~~principal shareholder ~~maintain~~of ~~inventory~~the oncompany ~~hand~~prior ~~for~~to the ~~customers~~effective todate, ~~order~~as ~~complete~~the ~~protection~~holder ~~kits~~of ~~from~~the aSeries ~~single~~D ~~source~~shares, ~~instead~~surrendered ~~multiple~~those ~~sources~~shares to the Company.

~~Liquidity~~On April 6, 2017, Omni merged into NaturalNano, Inc. which was the surviving entity in the merger, and ~~Going~~the ~~Concern~~Company changed its name to Omni Shrimp Inc.

~~Going~~Management ~~Concern~~Changes –during The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the year ended December 31, 2015 of approximately $1,091,000, had negative working capital of approximately $4,755,000 and a stockholders’ deficiency of approximately $4,756,000 at December 31, 2015. Since inception the Company’s growth has been funded through a combination of convertible and non-convertible debt from private investors and from cash advances from its former parent Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.2016

AsCommensurate ofwith ~~December~~the Exchange 31Agreement, ~~2015,~~on ~~the Company~~June ~~continued~~21, to2016, ~~require~~Colm ~~waivers~~Wrynn ~~for~~was ~~debt~~elected ~~covenant~~as ~~violations~~a ~~and~~director ~~extensions~~ of ~~maturity dates. Refer to Note 2 in~~ the ~~consolidated~~ ~~financial~~Company ~~statements for lender waivers~~ and ~~maturity~~was ~~extensions~~named ~~received~~Chief ~~from~~Executive ~~the lenders~~Officer.

~~The~~On ~~Company’s~~June ~~management~~21, ~~and~~2016, ~~Board~~James ofWemett ~~Directors~~resigned ~~continue~~as toan ~~actively~~officer ~~assess~~of the Company's ~~operating~~and ~~structure~~Colm ~~with an objective to reduce ongoing expenses~~Wrynn, ~~increase sources~~the President of ~~recurring~~Omni ~~revenue~~became asthe ~~well~~President asand ~~seeking~~Chief ~~additional~~Executive ~~debt~~Officer of orthe ~~equity financing. The~~ Company, ~~will~~and ~~continually~~Daniel ~~evaluate funding~~Stelcer, ~~options~~a ~~including~~Vice ~~additional~~President ~~offerings~~ of ~~its~~Omni ~~securities~~became tothe ~~private~~Secretary and ~~institutional~~Chief ~~investors~~Operating ~~and~~Officer ~~other~~of ~~credit~~the ~~facilities as~~Company. ~~they become available~~Mr. Stelcer ~~There~~was ~~can~~named bea noDirector ~~assurance~~of asOmni toat ~~the~~that ~~availability~~time. orMs. ~~terms~~Giampietro ~~upon~~is ~~which~~a ~~such~~Vice ~~financing~~President ~~alternatives~~of ~~might be~~the ~~available~~Company.

The Company has experienced recurring losses from operations since its inception and continues to have a working capital deficiency and limited opportunities for additional capital infusion. The Company has experienced recurring defaults relating to the various provisions under its current debt obligations and is expected to require future forbearance and waivers relating to such provisions in the future. These negative financial conditions combined with delays experienced in product introduction and customer acceptance raises substantial doubt of the Company’s ability to continue as a going concern.Products

3The Company is a marketer of seafood, primarily in the United States.

~~Terminology~~Shrimps come in many varieties which are differentiated by their color.

AThe ~~summary~~highest ofquality shrimp are called “pinks” and are primarily located in American waters off the ~~terms~~Florida ~~used~~coast. toThe ~~describe~~Company specializes in these “Key West pinks” ~~our~~which ~~technologies~~are enjoyed as “peel and eat” or in a wide variety of recipes. The harvesting season for pinks is ~~presented~~from ~~below~~November through June. Throughout the year, Omni also harvests “brown” and “white” shrimp.

□Omni ~~Nanotechnology~~believes isthat ~~research~~it ~~and~~differentiates ~~technology~~itself from ~~development~~its atcompetitors ~~the~~not ~~molecular~~only orby ~~macromolecular levels, in~~ the ~~length~~quality ~~scale~~ of ~~approximately~~its 1product -but ~~100~~its ~~nanometer~~relationships ~~(nm)~~with ~~range,~~distributors toallowing ~~provide~~it ato ~~fundamental~~get ~~understanding~~its ofproduct to ~~phenomena~~market ~~and~~as ~~materials~~quickly atas ~~the~~possible ~~nanoscale~~in ~~and~~order to ~~create~~guarantee ~~and~~freshness ~~use structures, devices~~ and ~~systems that have novel properties and functions because of their small and/or intermediate size~~taste. ~~The~~Our ~~novel~~boats ~~and~~have ~~differentiating~~refrigeration ~~properties~~units ~~and~~on ~~functions~~board are developed at a critical length scale of matter typically under 100 nm. □ Extraction of halloysite nanotubes is comprised of separating the nanotube components out of a mixture of various mineral materials which ~~are impurities from the mining of halloysite clay. □ Halloysite clay is a clay-like mineral occurring~~ lock in ~~soft~~freshness, ~~smooth, amorphous masses of a whitish color. Halloysite frequently has a unique tubular quality~~ and iswe ~~mined~~use ~~throughout the world for various commercial purposes. □ Halloysite natural tubes (“HNT”) is~~ a ~~term~~processor ~~that defines the materials found~~ in ~~halloysite~~Louisiana ~~clay~~which ~~that~~allows ~~are~~our ~~tube~~haul ~~shaped~~to ~~and~~get ~~can~~out beto ~~measured in one-billionth of a meter units tubular quality and is mined throughout~~ the ~~world,~~dining ~~for~~public ~~various~~within ~~commercial~~two ~~purposes also called Halloysite Natural Tubes. □ Nanoclay is used~~ to ~~define~~three ~~a clay material that can be dimensionally measured in one-billionth~~ days of acatch ~~meter~~resulting ~~unit. □ Nanotubular material is used to define a material that has a tubular geometric shape that can be dimensionally measured~~ in aas ~~one-billionth~~tasty of a ~~meter~~dining ~~unit.~~experience ~~□ Polymer extruder is a machine used to mix plastic materials including colorants and fillers (additives) such~~ as ~~halloysite in a hot melt state~~possible. ~~□ Tubular content material is used to define a material that has been processed and has a high percentage of, or is completely comprised of, particles with tubular geometric shape.~~

Halloysite is a nanotubule mineral that occurs in nature in many kaolin clay deposits. This material is actively mined today, both in the USA and internationally and is used by the paper, cement and ceramics industries, among others. We intend to utilize these deposits, and other original sources, to economically obtain and refine nanotubes. 4

~~Research~~Marketing ~~and Development~~Plan

~~Our~~In ~~research~~essence, ~~and~~our ~~development~~marketing ~~plans~~plan ~~have historically~~is ~~focused~~the onproduct. The ~~material~~demand ~~characterization,~~for ~~formulation~~shrimp ~~testing~~is great and ~~product~~the ~~accreditation~~demand for ~~nanoscale~~chemical ~~materials~~free, ~~and~~United ~~nanoclays,~~States wild caught shrimp continues to increase as the ~~our~~American ~~Pleximer™~~public ~~products~~becomes more educated and ~~filled-tube~~concerned with the origin and potential hazards associated with the handling of seafood products, including hazardous chemicals especially from imported shrimp. ~~These~~Currently, ~~efforts~~90% ~~have~~of ~~included~~the ~~process~~shrimp ~~and~~we ~~product~~eat ~~evaluations~~is ~~and~~imported, ~~development~~but less inthan two percent of imports get inspected by U.S. regulatory agencies. Imported shrimp, more than any other seafood, has been found to be contaminated with banned chemicals, pesticides etc. To date the ~~areas~~Company has found a ready market for all the shrimp it produces. Through, a network of: distributors, Omni arranges for sale of all its catch through many channels including direct to restaurants, Universities as well as multiple super market chains located throughout the United States.

~~□ The use of halloysite as an additive in composites and polymers □ Enhancing the extended release properties resident halloysite clay.~~Competition

~~For~~The ~~the~~shrimp ~~years~~market ~~ending~~is ~~December~~fragmented ~~31,~~with ~~2015~~many providers. ~~and~~The ~~2014~~main wecompetition ~~invested~~comes ~~$4,584~~from ~~and~~farm ~~$40,076,~~raised ~~respectively~~imports. However, the U.S. Shrimp Association is pleased with the two recent trade-related executive orders signed by President Donald Trump in ~~support~~late ofMarch ~~our~~which ~~research~~should help level the playing field against importers dumping shrimp on the market and ~~development~~not ~~programs~~paying duties.

~~Nanocomposites~~Market Size

~~Today,~~According ~~most~~to ~~nanocomposites~~the ~~used~~National inOceanographic ~~the~~and ~~plastics~~Atmospheric ~~industry~~Administration ~~are made with~~ (“~~platy nanoclays~~NOAA”) ~~materials or nano-sized versions~~ of ~~traditional~~the ~~fillers~~United ~~that~~States ~~are challenging~~Department ~~and~~of ~~expensive to process. Platy nanoclays~~Commerce, ~~such~~in as2014 ~~montmorillonite,~~( ~~contain~~the ~~layered~~most ~~two-dimensional~~recent ~~sheets~~year ~~held together~~for bywhich andata ~~intermediary~~is ~~layer. These clay sheets must be exfoliated (chemically separated~~available) to, ~~produce~~per acapita ~~nanoparticulate~~domestic ~~filler~~consumption ~~with uniform~~of ~~dispersion~~fish ~~characteristics~~was ~~within~~about ~~a polymer matrix~~14.5 ~~Today’s~~pounds ~~platy~~and ~~nanoclay~~represented ~~composite~~a ~~production~~market ~~processes~~of ~~require~~approximately ~~multiple~~$90 ~~processing~~billion ~~steps~~annually. ~~including:~~Amongst ~~surface treatments~~shellfish, ~~incorporation~~shrimp ofis ~~nanoclay~~the ~~into~~second ~~the~~most ~~polymer~~caught ~~synthesis~~product ~~process,~~after ~~and~~crabmeat ~~additional extrusion~~with ~~steps~~a ~~before~~total ~~the~~catch ~~final~~of ~~polymer~~approximately 300 ~~extruder~~million orpounds. ~~molding~~However, intotal ~~order~~domestic todemand ~~achieve~~is ~~the~~about ~~uniform dispersion required for most polymer composite products~~1.7 ~~These~~billion ~~multiple~~pounds ~~manufacturing processes lead to complexity, increased cost~~ and ~~dispersion quality challenges. Even with~~ the ~~manufacturing~~majority ~~processes~~of ~~described~~fish ~~above, today’s platy nanoclays~~ are ~~only viable in a limited number of polymer families due to specialized chemistry and manufacturing requirements~~imported.

NaturalNano’s Pleximer™ concentrates have been designed to respond to certain industrial and commercial needs. These include strength increases without compromising ductility, aesthetic enhancements, flame retardant properties and other proprietary needs.Employees

~~Filled~~As ~~Tube~~of ~~Products~~April 28, 2017, the Company employed three executive officers. All other services are provided by outside contractors. We offer no health coverage plan for our employees.

~~NaturalNano’s~~Item ~~halloysite~~1A ~~natural tube~~Risk (“HNT”) products involve filling HNTs with active agents for use in the polymer composites, health and beauty, household product, and agrichemical industries. Halloysite natural tubes are unique nanomaterials, since the tube can be filled with active agents of interest to add a feature or property to a material. The filled tube product contains a material of interest within the tubes such as an antimicrobial compound to provide antimicrobial properties to the resulting polymer composite material. This would be valuable, for example, in the fabric industry for athletic wear.Factors

~~The~~Risks ~~processes~~Related ~~for~~to ~~filling~~Our ~~the~~Business ~~tubes, for applications of interest such as cosmetics~~ and agricultural, are covered by pending patent applications. The underlying technology for these products and processes are covered by patent applications pending issuance and certain issued patents with 2026 expiration dates.Industry

~~Market~~The ~~Opportunities~~market for our product may be limited, and as a result our business may be adversely affected.

The ~~Company~~feasibility ~~believes~~of ~~its~~marketing our ~~halloysite~~product ~~technologies can~~has ~~provide~~been ~~benefits~~assumed ~~across~~to athis ~~variety~~point ofand ~~industry~~there ~~segments.~~can ~~Specific~~be ~~industries~~no ~~where~~assurance ~~management~~that ~~believes~~such ~~halloysite~~assumptions ~~nanotubes~~are correct. It ~~may~~is ~~enhance~~possible ~~products~~that ~~through~~competing ~~controlled~~technologies ~~and~~will ~~extended~~be ~~release~~introduced ofinto ~~active~~the ~~ingredients~~marketplace before or ~~through~~after ~~other~~the ~~treatments~~introduction ~~provided~~of onour ~~the~~product ~~surfaces~~to of the ~~tubes~~market, ~~include:~~which may affect our ability to market our product at a competitive price.

4Furthermore, there can be no assurance that the prices we determine to charge for our product will be commercially acceptable or that the prices that may be dictated by the market will be sufficient to provide to us sufficient revenues to profitably operate and provide a financial return to our investors.

□Our ~~Cosmetics,~~business ~~health~~ and ~~beauty~~operations ~~products~~are □affected by ~~Household~~the ~~products~~volatility □of ~~Polymers,~~prices ~~plastics~~for ~~and composites~~shrimp.

~~Raw~~Our ~~Materials~~business, prospects, revenues, profitability and ~~Processing~~future growth are highly dependent upon the prices of and demand for shrimp. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon shrimp prices. These prices have been and are likely to continue to be extremely volatile for seasonal, cyclical and other reasons. Any substantial or extended decline in the price of shrimp will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining any economic commercial production. In addition, increased availability of imported shrimp can affect our business by lowering commodity prices. This could reduce the value of inventories, held both by us and by our customers, and cause many of our customers to reduce their orders for new products until they can dispose of their higher cost inventories.

~~Halloysite~~Market ~~and~~demand ~~the closely related kaolonite are naturally occurring clays which are actively mined on a commercial scale in the United States and throughout the world~~ for ~~use~~our inproducts ~~the paper, porcelain and concrete industries, among others. The halloysite nanotubes can be separated from kaolonite~~may ~~using standard processing equipment and techniques which are currently in use~~decrease. ~~We believe that halloysite clay does not require any special handling, storage, or disposal and can be treated like any other clay product.~~

~~Our~~We ~~process~~face ~~begins~~competition ~~with raw or minimally processed halloysite material~~ from ~~the mine. The halloysite would then be separated and treated utilizing our proprietary technologies~~ ~~and~~other ~~would~~producers ~~be surface treated and optimized for the polymer~~ of ~~interest.~~seafood ~~This~~as ~~refined~~well ~~and~~as treated material may be shipped to a partner company or a designated “toll manufacturing” facility in the form of a dry powder or slurry mixture. The use of tolling arrangements would allow the Company to limit our capital investment requirements and direct manufacturing hiring. Pleximer™ would be manufactured from ~~the~~other ~~HNTs~~protein ~~either~~sources, atsuch aas ~~partner company~~pork, ~~toll~~beef ~~manufacturer, or in-house~~ and ~~would typically be shipped to the customer in pellet or flake form, although the customer’s specific requirements will determine the final form of delivery~~poultry. ~~NaturalNano~~The ~~can~~basis ~~add~~on ~~further value to the refined and classified nanotubes by either adding material to the surface~~which ofwe ~~the~~expect ~~nanotubes or loading the nanotubes with active materials. Typically, these materials would be incorporated with other ingredients~~ to ~~produce~~compete ~~the finished product that our customer would sell~~include, ~~for~~but ~~instance~~may ~~providing~~not ~~a strengthening agent or extended release agent to~~ be ~~added~~limited to ~~the partner’s existing materials or products. The resulting materials can then be shipped to customers for use in their individual manufacturing processes.~~:

~~The~~● ~~Company~~product ~~has identified various sources of halloysite that are considered suitable as suppliers.~~quality;

~~Sales and Business Development~~ 5

~~For~~● the halloysite business products division, the Company’s President is currently responsible for developing relationships with prospective customers and joint research and development partners. The Company does not maintain an in-house sales and business development team but has utilized consultants with chemical, manufacturing and engineering experience to assist with the design and commercialization of product and licensing revenues. Employees for such positions could be filled as in house positions in the future, as cash flow and liquidity improvements allow.price;

~~The~~● ~~Company~~brand ~~generates~~identification; ~~operating revenues from the sale of: filled-tubes, Pleximer™ products~~ and from unique sample formulations developed from business development opportunities. Our CEO continues to receive sample requests from various industry manufacturers and works with these businesses to develop tailored product formulations. Management believes this sample formulation and design program may result in future revenue opportunities.

~~The~~● ~~Company~~Customer ~~continues to note interest for the use of halloysite nanotubes in the following areas:~~service.

~~(a)~~Demand ~~“controlled release”~~for our products may ~~using~~also be affected by our competitors’ promotional spending. ~~filled~~We ~~tube~~may ~~applications~~be ~~for~~unable ~~medical~~to ~~diagnosis~~compete ~~and~~successfully ~~treatment~~on any or all of these bases in the future, which may have a material adverse effect on our revenues and results of operations.

~~(b)~~Moreover, ~~commercial~~although historically the logistics and perishability of seafood has led to regionalized competition, the market for fresh and frozen seafood is becoming ~~household~~increasingly ~~products~~globalized ~~using~~as ~~anti-bacterial~~a ~~controlled~~result ~~release~~of improved delivery logistics and improved preservation of the products. Increased competition, consolidation, and overcapacity may lead to lower product pricing of competing products that could reduce demand for our products and have a material adverse effect on our revenues and results of operations.

~~(c)~~If awe ~~growing~~do ~~trend in~~not ~~the~~have ~~use~~access ofto ~~natural~~all ~~ingredients~~of inthe ~~health~~equipment, supplies, materials and ~~beauty~~services ~~products~~needed, we may have to suspend our operations as a result.

~~The~~Competition ~~Company’s~~and ~~major commercial customer~~unforeseen ~~for~~limited ~~the~~sources ~~Nanotechnology~~of ~~segment,~~supplies ~~Fiabila~~in ~~S.A.,~~the aindustry ~~world~~may ~~leader~~result in ~~the~~occasional ~~manufacture~~spot shortages of ~~private label nail polish products~~equipment, ~~utilizes the~~supplies ~~Company’s~~and ~~Halloysite Natural Tubes (“HNT”)~~materials. ~~The Company’s HNT are environmentally friendly components~~ Such ~~that~~unavailability ~~are~~could ~~incorporated~~result ~~into~~in aincreased ~~range~~costs ~~of the Fiabila produced nail polish products. In 2015~~ and ~~2014~~delays ~~the Company’s sales of HNT~~ to ~~Fiabila~~our ~~represented approximately 99% and 95%, respectively of total Nanotechnology sales~~operations. ~~Fiabila~~ ~~products using~~If ~~our~~we ~~technology~~cannot ~~are~~find ~~currently being sold at~~ the ~~largest retailers~~products, ~~including~~equipment ~~Target, Wal-Mart, CVS~~ and ~~Walgreen’s. The~~materials ~~Company’s~~that ~~relationship~~we ~~with~~need ~~Fiabila~~on ~~continues to represent~~ a ~~revenue~~timely ~~opportunity~~basis, ~~for~~we usmay ~~that~~have ~~utilize our HNT~~ to ~~provide~~suspend ~~nail polishes~~our ~~with~~production ~~increased~~plans ~~durability~~until ~~and~~we ~~performance. NaturalNano~~find ~~has~~the ~~renewed~~products, ~~its~~equipment ~~supply agreement~~ and ~~license with Fiabila~~materials ~~for~~that ~~the~~we ~~use of HNT as a component in nail polish and nail-care products through 2017~~need.

~~ViralProtec~~If iswe alose ~~supplier~~our ofkey ~~PPE (Personal~~management ~~Protective Equipment) for Ebola~~ and ~~other virus emergency needs. ViralProtec supplies Major US~~technical ~~Hospitals~~personnel, ~~Not-for~~our ~~Profits~~business ~~supplying~~may ~~Africa,~~be ~~Government~~adversely ~~Facilities, and State's Public Health Emergency preparedness facilities~~affected. ~~In 2015, the Company derived 63% of the total ViralProtec revenue from three customers. In 2014, the Company derived 77% of the total Viral Protec revenue from one customer.~~

~~Competition~~In carrying out our operations, we will rely upon a small group of key management and technical personnel including our Chief Executive Officer, President, and Chief Operating Officer. We do not currently maintain any key man insurance. An unexpected partial or total loss of the services of these key individuals could be detrimental to our business.

~~Competitors~~We inreceives ~~the~~benefits ~~Nanotechnology~~from ~~segment include large public firms where nanotechnology may be~~ a ~~business unit and private firms that may focus solely on nanomaterials~~related ~~and nanotechnologies. Many of our current and prospective competitors are larger and have greater financial resources~~party, which ~~could~~ ~~create significant competitive advantages for those companies. Our future success depends on our ability to compete effectively with other manufacturers of material additives that~~ may ~~have~~not ~~internal~~be ~~development~~available ~~programs.~~in Asthe ~~a result, we may have difficulty competing with larger, established competitor companies. Generally, these competitors have:~~future

5Principals of the Company are also principals and officers of Madeira Beach Seafood (“MBS”) . The Company rents its office space from MBS on a month to month basis. While the Company and MBS are engaged in the sale of different items, the Company benefits from certain administrative arrangements currently provided gratis by MBS to the Company. The Company has not quantified the value of these arrangements. While the Company has benefited from this the current arrangement, should MBS determine to modify or cancel this arrangement , or encounter financial or operational concerns, the Company’s implentation of its business plan may be affected.

□Our ~~substantially~~management ~~greater~~team ~~financial,~~may ~~technical~~choose ~~and~~not ~~marketing~~to ~~resources;~~devote □sufficient ~~larger~~resources to ~~customer~~implementing ~~bases;~~our □business ~~better name recognition; and □ potentially more expansive product offerings~~plan.

~~Many~~Our ofManagement ~~these~~Team ~~potential~~shares ~~competitors~~its ~~have greater~~time ~~financial~~operating ~~resources and are likely to command a larger market share~~MBS, ~~which may enable them to establish~~ a ~~stronger competitive~~related ~~position~~entity. Should ~~than~~our weManagement ~~may~~Team ~~have,~~decide innot ~~part through greater marketing opportunities. If we fail~~ to ~~address~~spend ~~competitive~~adequate ~~developments~~time ~~quickly and~~on ~~effectively~~our business, weour results may ~~not be able to remain a viable entity~~suffer.

~~Competitors~~Our inexpansion ~~the~~plans ~~ViralProtec~~for ~~segment include~~our ~~larger~~shrimp ~~private~~production facilities ~~and~~reflects ~~public~~our ~~product~~current ~~distribution~~intent ~~firms~~and ~~where personal protective equipment~~ is ~~one~~subject ~~of many medical supplies in their catalogue of products offered for sale. Most of these competitors have greater financial resources which could create a competitive pricing~~ to ~~the Company’s disadvantage~~change.

~~Employees~~Our current plans regarding expansion of our shrimp harvesting are subject to change. Whether we ultimately undertake our expansion plans will depend on the following factors, among others:

As• ofavailability ~~December 31, 2015, the Company had 1 full time employee~~ and 3cost ~~part time employees. These employees are located in Rochester, New York. The full time employee focuses his energies solely on the business development and production~~ of the Nanotechnology business. Due to the Company’s liquidity position, spending and staffing levels remain minimum until the business can sustain margin contributions. The Company will continue to meet staffing needs through part time staffing and through independent contractors.capital

If• ~~our~~current ~~liquidity~~ and cash positions improve, the Company will hire business development and sales staff in connection with the product development and commercialization of our products. There are no assurances that the Company’s liquidity and cash position will improve and allow hiring to be initiated in the near future. ~~Our~~shrimp human resource needs have been filled through the use of experienced part-time consultants in various functional areas in lieu of hiring of full-time employees. All of our employees and consultants are required to signed confidentiality agreements and non-competition agreements, as appropriate.prices;

~~Intellectual~~• ~~Property~~costs and availability of post-larvae shrimp, equipment, supplies and personnel necessary to conduct these operations;

~~Issued~~• ~~patent~~success ~~applications~~or ~~developed~~failure ~~internally~~of ~~cover~~system ~~the~~design ~~following processes~~ and ~~applications:~~ activities in similar areas;

	□	Issued #7,888,419 and 8,217,108 Polymeric Composite including Nanoparticle Filler , issued on 02/15/2011 and expires on 08/31/2026
	□	Issued #8,124,678 Nanocomposite Master Batch Composition and Method of Manufacture , issued on 02/28/2012 and expires on 11/27/2026

•

changes in the estimates of the costs to complete production facilities; and

~~Government~~• ~~Regulation~~decision of operators and ~~Environmental~~future ~~Laws~~joint venture partners.

~~Our~~We ~~operations subject~~will uscontinue to ~~government~~gather ~~regulations~~data ~~relating~~about toour ~~air~~production ~~emissions~~facilities, ~~waste~~and ~~water~~it ~~disposal~~is ~~and~~possible ~~solid~~that ~~waste~~additional ~~disposal,~~information ~~building~~may ~~codes~~cause ~~with~~us ~~respect~~ to ~~the~~alter ~~storage of~~our ~~flammable~~schedule ~~gases~~or ~~and~~determine that ~~liquids~~a ~~and~~certain ~~workplace~~facility ~~safety~~should ~~requirements~~not ofbe ~~the~~pursued ~~Occupational~~at ~~Health and Safety Act~~all.

~~Our~~Failure ~~Nanotechnology business involves the use of a broad range of chemicals and potentially hazardous materials. We may be required~~ to ~~obtain~~ensure ~~various~~food ~~permits pursuant~~safety ~~to environmental law related to hazardous chemicals~~ and ~~materials, and will likely be required to obtain others as our~~compliance ~~operations~~with ~~continue~~food tosafety ~~evolve.~~standards Any violation of environmental laws or regulations, material change in environmental laws or regulations or their enforcement or failure to properly use, handle, store, release or dispose of hazardous chemicals and materials could result in ~~restrictions~~serious onadverse ~~our~~consequences ~~ability to operate our business and could cause us to incur potentially significant costs~~ for ~~personal injuries, property damage and environmental cleanup and remediation~~us. We have assessed our compliance with environmental laws and regulations and management of environmental matters utilizing a combination of internal staff and external consultants. We believe we are currently substantially in compliance with environmental laws, and we have not incurred any material restrictions in our business operations. It is likely that we will be required to obtain a combination of federal, state and local permits relating to air emissions and waste water disposal. We do not believe the cost of obtaining such permits will be material. All of our operations are subject to the plant and laboratory safety requirements of various occupational safety and health laws and regulations.

~~Sales~~As ofour ~~some~~end ~~of the~~ products ~~and services~~are wefor ~~have~~human ~~developed~~consumption, orfood ~~intend~~safety toissues ~~develop,~~(both ~~may~~actual beand ~~subject~~perceived) tomay ~~the~~have ~~policies~~a ~~and~~negative ~~approval~~impact ofon the ~~U.S. Department~~reputation of ~~State,~~and ~~Department~~demand offor ~~Commerce~~our orproducts. ~~Department~~In ofaddition ~~Defense.~~to ~~Any~~the ~~international~~need ~~sales~~to ~~may~~comply ~~also~~with berelevant ~~subject~~food tosafety ~~U.S.~~regulations, ~~and~~it ~~foreign~~is ~~government~~of ~~regulations~~critical ~~and procurement~~importance ~~policies,~~that ~~including~~our products ~~regulations~~are ~~relating~~safe toand ~~import-export~~perceived ~~control,~~as ~~investments,~~safe ~~exchange~~and ~~controls~~healthy ~~and~~in ~~repatriation of~~all ~~earnings~~relevant markets.

~~Note~~Our ~~regarding~~products ~~December~~may 23be subject to contamination by food-borne pathogens, ~~2014~~such ~~Reverse~~as Listeria monocytogenes, Clostridia, Salmonella and E. Coli or contaminants. These ~~Stock~~pathogens ~~Split~~and substances are found in the environment; therefore, there is a risk that one or more of these organisms and pathogens can be introduced into our products as a result of improper handling, poor processing hygiene or cross-contamination by us, the ultimate consumer or any intermediary. We have little, if any, control over handling procedures once we ship our products for distribution. Furthermore, we may not be able to prevent contamination of our shrimp by pollutants such as polychlorinated biphenyls, or PCBs, dioxins or heavy metals.

On December 23, 2014 we effected a one-for-three hundred reverse stock split. All references in this report to the number of shares of our common stock and to related per-share prices (including references to periods prior to the effective date of the reverse stock split) reflect this reverse stock split. 6

6An inadvertent shipment of contaminated products may be a violation of law and may lead to product liability claims, product recalls (which may not entirely mitigate the risk of product liability claims), increased scrutiny and penalties, including injunctive relief and plant closings, by regulatory agencies, and adverse publicity.

~~Item~~Increased 2quality demands from authorities in the future relating to food safety may have a material adverse effect on our business, financial condition, results of operations or cash flow. Legislation ~~Properties~~and guidelines with tougher requirements are expected and may imply higher costs for the food industry. In particular, the ability to trace products through all stages of development, certification and documentation is becoming increasingly required under food safety regulations. Further, limitations on additives and use of medical products in the farmed shrimp industry may be imposed, which could result in higher costs for us.

The ~~business~~food ~~office~~industry ~~for~~in ~~the Company is~~general ~~currently~~experiences ~~conducted~~high ~~from~~levels ~~800 square feet~~ of ~~office~~customer ~~space~~awareness ~~located~~with atrespect ~~763~~to ~~Linden~~food ~~Ave.~~safety inand ~~Rochester~~product quality, ~~New~~information ~~York.~~and ~~There is no signed~~traceability. We ~~lease~~may ~~agreement~~fail ~~and~~to ~~the~~meet ~~cost~~new ~~of rent for calendar year 2015~~ and ~~2014~~exacting ~~was~~customer $2requirements,~~500~~ inwhich ~~each~~could ~~year.~~reduce ~~Our~~demand ~~laboratory~~for ~~and~~our ~~research facilities are located in leased space in Rochester, New York, as described below~~products.

~~The~~Risks ~~Company~~Related ~~leases approximately 9,200 square feet at 832 Emerson Street in Rochester, New York for laboratory space. The lease is a month-~~to~~-month~~ ~~agreement~~Financing atOur $2,000 per month. Total rent expense for the years ended December 31, 2015 and 2014 was $24,000 per year. The Company and the Landlord have a mutual agreement that the lease will continue on a month to month basis at $2,000 per month with no specified end date. We believe our current office and laboratory facilities will be adequate for our anticipated needs for the next twelve months. We believe that appropriate insurance coverage is in place and effective for these facilities and related business needs.Business

~~Item~~Expansion 3.of ~~Legal~~our ~~Proceedings~~operations will require significant capital expenditures for which we may be unable to obtain sufficient financing.

OnWe ~~March~~have ~~24,~~no ~~2009~~sustained ~~the Company received~~history ~~a demand notice from an attorney representing a group~~ of ~~certain~~earnings ~~former employees of the Company, including but not limited to the Company’s former President~~ and ~~Chief~~have ~~Financial~~only ~~Officer,~~been ~~demanding~~operating ~~immediate~~since ~~payment~~September ~~of $331,265 for certain deferred compensation, severance and vacation benefits~~2015. We ~~Each~~have ~~of the former employees cited in the demand notice~~relied, as well as other former employees, had executed written agreements during 2008 that allowed the Company to defer certain of these compensation payments. The Company has retained counsel in connection with this demand and ~~continues~~continue to ~~evaluate~~rely, ~~this demand notice and responded to this demand~~ on ~~May~~external ~~8, 2009. No actions or probable settlement discussions between the parties have developed since the filing~~ sources of ~~this demand.~~financing ~~Due~~ to ~~the~~meet ~~Company’s~~our ~~current~~capital ~~cash~~requirements and ~~liquidity~~implement ~~position~~our ~~discussed~~corporate ~~above~~development and ~~the~~investment ~~current evaluation of the items in the demand notice, the timing of future payment of these outstanding amounts in uncertain~~strategies. No further communication has been had regarding this notice. The Company has accrued for earned and unused vacation benefits and deferred payroll costs for amounts electively deferred by these and other former employees as of December 31, 2015. During the third quarter of 2010, two former employees, one involved in the March 24, 2009 demand, agreed to forgive the Company’s liability to them of $54,691 related to deferred compensation in exchange for shares of common stock.

~~Except~~We asplan ~~described~~to ~~above,~~obtain the ~~Company is~~future ~~not~~funding athat ~~party~~we will toneed ~~any~~through ~~material~~the ~~legal~~debt ~~proceedings~~ and equity markets but there ~~are~~can be no ~~material~~assurance ~~legal~~that ~~proceedings~~we ~~pending~~will ~~with~~be ~~respect~~able to usobtain oradditional ~~our~~funding when ~~property~~it is required. If Wewe ~~are~~fail ~~not~~to ~~aware~~obtain ofthe ~~any~~funding ~~legal~~that ~~proceedings~~we ~~contemplated~~need bywhen ~~any~~it ~~governmental~~is ~~authorities~~required, ~~involving~~we ~~either~~may ushave to forego or ~~our~~delay ~~property.~~potentially ~~None~~valuable ofopportunities ~~our~~to ~~directors,~~enhance ~~officers,~~our brand or ~~affiliates~~default ison anexisting ~~adverse~~funding ~~party~~commitments into ~~any~~third ~~legal~~parties. Our ~~proceedings~~limited operating ~~involving~~history usmay ormake ~~our~~it ~~subsidiaries~~difficult to obtain future financing.

~~Item~~Our 4.ability ~~Mine~~to ~~Safety~~generate ~~Disclosures~~positive cash flow is uncertain.

~~Not~~To ~~applicable~~develop and expand our business, we will need to make significant up-front investment in our manufacturing capacity and incur research and development, sales and marketing and general and administrative expenses. In addition, our growth will require a significant investment in working capital. Our business will require significant amounts of working capital to meet our production requirements and support our growth.

7We cannot provide any assurance that we will be able to raise the capital necessary to meet these requirements. If adequate funds are not available or are not available on satisfactory terms, we may be required to significantly curtail our operations and may not be able to fund our current production requirements - let alone fund expansion, take advantage of unanticipated acquisition opportunities, develop or enhance our products, or respond to competitive pressures. Any failure to obtain such additional financing could have a material adverse effect on our business, results of operations and financial condition.

~~PART~~Because IIwe may never have substantial income from our operations, our business may fail.

~~Item~~We 5have limited history of revenue and profitability from operations. There ~~Market~~can be no assurance that we will operate profitably on a consistent basis so you may not realize a return on your investment. Our success is significantly dependent on uncertain events, including continued strong demand for ~~Common~~seafood ~~Equity~~in the United States, economic growth in the United States and ~~Related~~the ~~Stockholder~~maintenance ~~Matters~~of good relations with existing suppliers and customers.

~~The~~If ~~Company’s~~we ~~common~~are ~~stock~~unsuccessful isin ~~listed~~addressing these onrisks, ~~the~~our ~~OTC~~business ~~Bulletin~~may ~~Board~~fail ~~under~~and ~~the~~investors ~~symbol~~may ~~NNAN~~lose all of their investment in our Company.

The ~~high~~cost ~~and~~of ~~low~~complying ~~share~~with ~~prices for the Company’s~~governmental ~~common~~regulations ~~stock~~may asadversely ~~reported~~affect onour ~~the~~business ~~exchange identified above, for each quarterly period since January 1, 2014 presented below have been adjusted to reflect the 300 to 1 reverse stock split effective December 23, 2014~~operations. ~~These quotations reflect inter-dealer prices, without mark-up, mark-down or commission, and may not represent actual transactions.~~

	Sales Prices
	High		Low
For the year ended December 31, 2014
First quarter	$	7.51	$	1.02
Second quarter	$	1.08	$	0.33
Third quarter	$	0.78	$	0.15
Fourth quarter	$	1.11	$	0.001
For the year ended December 31, 2015
First quarter	$	.40	$	.03
Second quarter	$	.26	$	.06
Third quarter	$	.20	$	.02
Fourth quarter	$	.16	$	.06

We may be subject to additional domestic regulation of seafood. We may desire to export our product to foreign countries at some time in the future. If so, we may be subject to various governmental regulations in foreign countries. These regulations may change depending on prevailing political or economic conditions. In order to comply with these regulations, we believe that we may be required to obtain permits for exporting shrimp and file reports concerning our operations. These regulations may affect how we carry on our business, and in order to comply with them, we may incur increased costs and delay certain activities pending receipt of requisite permits and approvals. If we fail to comply with applicable regulations and requirements, we may become subject to enforcement actions, including orders issued by regulatory or judicial authorities requiring us to cease or curtail our operations, or take corrective measures involving capital expenditures, installation of additional equipment or remedial actions. We may be required to compensate third parties for loss or damage suffered by reason of our activities, and may face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing our operations and activities could affect us in a materially adverse way and could force us to increase expenditures or abandon or delay the development of shrimp production facilities.

~~The closing price of the Company’s common stock on~~ May 20, 2016, as reported on the OTC Bulletin Board, was $0.04 per share. As of June 6, 2016 there were outstanding 2,911,658 shares of our common stock, which were held by approximately 200 shareholders of record. The Company has never declared or paid a cash dividend since inception (December 22, 2004) nor is there any intention to do so in the near term.7

~~Equity~~Oil ~~Compensation~~Spills ~~Plan~~may ~~Information~~contaminate our areas of operations limiting the output of shrimp and other seafood products

~~The~~Oil ~~following~~spills, ~~chart~~from ~~sets~~tankers ~~forth~~and ~~information~~drilling rigs, ~~regarding~~like ~~our~~the ~~equity~~one ~~compensation~~that ~~plans~~occurred asin the Gulf of ~~December~~Mexico 31at the Deepwater Horizon rig can substantially limit the output of seafood products, including ~~2015:~~shrimp. These occurrences are completely out of our control and cannot be predicted. Events like these might limit our ability to harvest shrimp for years or decades and may substantially impact our ability to operate profitably.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Securities available for future issuance under equity compensation plans (excluding securities reflected in column (a) )
	(a)		(b)		(c)
Equity compensation plans approved by security holders		1,099	$	2,008		-	*
Equity compensation plans not approved by security holders		1,217,941	$	0.32		-
Total		1,219,040

Our insurance coverage may be inadequate to cover all significant risk exposures.

*We ~~These~~are ~~shares~~exposed to liabilities that are ~~issuable~~unique ~~under~~to the ~~Company’s~~products we provide. We currently have no liability insurance to protect us against contaminated ~~2008~~shrimp. We may maintain insurance for certain risks, ~~2007~~however, ~~and~~the ~~2005~~amount ~~incentive~~of ~~stock~~our ~~plans.~~insurance ~~Such~~coverage ~~shares~~may not be adequate to cover all claims or liabilities, and we may be ~~issued~~forced ~~upon~~to ~~the~~bear ~~exercise~~substantial costs resulting from risks and uncertainties of ~~stock~~our ~~options~~business. It is oralso ~~pursuant~~not possible to ~~restricted~~obtain insurance to protect against all operational risks and liabilities. The failure to obtain ~~stock~~adequate ~~units~~insurance ~~which~~coverage ~~vest~~on ~~based~~terms ~~upon~~favorable ~~Board~~to ~~designation~~us, or at ~~the~~all, ~~time~~could have a material adverse effect on our business, financial condition and results of ~~grant~~operations. We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and diversion of resources.

~~Equity~~Risks ~~Compensation~~Related Plans Approved by Security Holders include the Company’s 2005 Incentive Stock Plan (the “2005 Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 Incentive Stock Plan (the “2008 Plan”). Officers, employees, directors and consultants may be granted options under these plans to ~~purchase~~Ownership ~~the Company’s common stock at fair market value as~~ of ~~the~~our ~~date of grant. Options become exercisable over varying vesting periods commencing from the date of grant and have~~Common ~~terms of five to ten years. These plans also provide for the granting of performance-based and restricted stock awards.~~Stock

~~Equity~~We ~~Compensation~~have ~~Plans~~limited ~~approved~~capitalization ~~by the Company’s shareholders~~ and ~~authorized~~will require tofinancing, ~~grant~~which ~~awards~~may ~~are~~not asbe ~~follows:~~available.

□We ~~2005~~have ~~Plan~~limited iscapitalization, which ~~authorized~~increases our vulnerability to ~~grant~~general upadverse economic and industry conditions, limits our flexibility in planning for or reacting to ~~823~~changes in our business and industry and may place us at a competitive disadvantage to competitors with sufficient or excess capitalization. If we are unable to obtain sufficient financing on satisfactory terms and conditions,~~529~~ ~~share~~we ~~unit~~will ~~awards~~be forced to curtail or abandon our plans or operations. Our ability to obtain financing will depend upon a number of factors, many of which are beyond our control.

□A ~~2007~~limited ~~Plan~~public istrading ~~authorized~~market toexists ~~grant~~for our upcommon stock, which makes it more difficult for our stockholders to ~~1,000,000~~sell ~~share~~their ~~unit~~common ~~awards~~stock ~~and~~in the public markets. Any trading in our shares may have a significant effect on our stock prices.

□Although ~~2008~~our ~~Plan~~common stock is ~~authorized~~listed for quotation on the OTC Pink Sheets under the symbol “NNAN”, the trading volume of our stock is limited and a market may not develop or be sustained. As a result, any trading price of our common stock on the OTC Marketplace may not be an accurate indicator of the trading price of our common stock. Any trading in our shares could have a significant effect on our stock price. If a more liquid public market for our common stock does not develop, then investors may not be able to ~~grant~~resell upthe shares of our common stock that they have purchased and may lose all of their investment. No assurance can be given that an active market will develop or that a stockholder will ever be able to 47liquidate its shares of common stock without considerable delay,~~058~~ if at all. Many brokerage firms may not be willing to effect transactions in the securities. Even if an Investor finds a broker willing to effect a transaction in our securities,~~824~~ ~~share~~the ~~units~~combination ~~awards~~of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

8Our stock price may be volatile.

~~Equity~~The ~~Compensation~~market ~~Plans~~price ~~Not~~of ~~Approved~~our common bystock ~~Security~~is ~~Holders as~~likely ofto ~~December~~be 31highly volatile and could fluctuate widely in price in response to various factors, ~~2015~~many of which are asbeyond ~~follows~~our control, including the following:

·• ~~2009~~limited ~~Plan~~“public isfloat” ~~authorized~~in tothe ~~grant~~hands upof toa ~~1,176,471~~small ~~unit~~number ~~share~~of ~~awards,~~persons whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock;

·• ~~2011~~actual ~~Plan~~or isanticipated ~~authorized~~variations toin ~~grant~~our upquarterly tooperating ~~1,470,588 unit share awards,~~results;

·• ~~2012~~changes ~~Plan~~in isour ~~authorized~~earnings ~~to grant up to 1,764,706 unit share awards,~~estimates;

·• ~~2,353~~the ~~warrants~~effect ~~granted~~of inthe ~~connection~~rights ~~with~~of ~~services~~the ~~provided~~holders ~~for~~of ~~the~~our ~~year~~Series ~~ended~~E ~~December~~Preferred ~~31, 2010,~~Stock;

~~· 2,941 warrants granted in connection with services provided for the year ended December 31, 2011,~~ 8

·• ~~380,000~~our ~~warrants~~ability ~~granted~~to inobtain ~~connection~~adequate ~~with~~working ~~services~~capital ~~provided for the year ended December 31, 2013~~financing;

·• ~~160,000~~changes ~~warrants granted~~ in ~~connection~~market ~~with~~valuations ~~services~~of ~~provided~~similar ~~for the year ended December 31, 2014 and~~companies;

·• ~~675,000~~publication ~~warrants~~(or ~~granted~~lack inof ~~connection~~publication) ~~with~~of ~~services~~research ~~provided~~reports ~~for~~about ~~the year ended December 31, 2015.~~us;

~~Recent~~• ~~Sales~~changes ofin ~~Unregistered~~applicable ~~Securities~~laws or regulations, court rulings, enforcement and legal actions;

~~During~~• ~~the~~loss ~~fourth quarter~~ of ~~2015,~~any ~~the Company~~strategic issued 200,000 shares of common stock in a transaction exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4 (2) of such Act. We issued these shares in connection with a Notice of Conversion received from Marlin Capital Investments LLC as specified under the terms and conditions of the 8% convertible promissory notes. These shares were converted at $0.05 per share price reflecting satisfaction in principal payments on the outstanding notes.relationships;

~~During~~• ~~the~~additions ~~first~~or ~~quarter~~departures of ~~2016,~~key ~~the~~management Company issued 110,000 shares of common stock in a transaction exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4 (2) of such Act. We issued these shares in connection with a Notice of Conversion received from Marlin Capital Investments LLC as specified under the terms and conditions of the 8% convertible promissory notes. These shares were converted at $0.05 per share price reflecting satisfaction in principal payments on the outstanding notes.personnel;

On• ~~January~~actions 7by ~~and~~our ~~April~~stockholders ~~13,~~(including ~~2016,~~transactions ~~the Company issued a total of 508,156 shares of common stock~~ in ~~connection~~our ~~with four cashless exercise transaction from warrant holders. On January 7, 2016 and April 13, 2016, the Company issued 37,500 and 36,776 respectively, restricted common~~ shares to a consultant based on a request for the exercise of certain warrants agreement with the consultant. Also on January 7, 2016 and April 13, 2016 the Company issued 250,000 and 183,880 respectively, restricted common shares to the Company’s CEO based on a request for the exercise of certain warrants agreement with the CEO.);

~~Limitation~~• onspeculation ~~Liability~~in ~~and~~the ~~Indemnification of~~press ~~Directors~~or ~~and~~investment ~~Officers~~community;

~~Our~~• ~~articles~~increases ofin ~~incorporation~~market ~~provide~~interest ~~that no~~rates, ~~director~~which ormay ~~officer~~increase ~~shall~~our ~~have~~cost ~~any liability to the Company if such director or officer acted in good faith and with the same degree~~ of ~~care and skill as a prudent person in similar circumstances.~~capital;

~~Our~~• ~~articles~~changes of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in ~~connection with litigation in which they may be involved because of their offices. However, nothing in~~ our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Business Corporations Act provides that he or she shall be indemnified against reasonable expenses incurred in connection with the proceeding.industry;

~~Item~~• 7.competitive ~~Management’s~~pricing ~~Discussion and Analysis of Financial Condition and Results of Operations~~pressures;

~~Note~~• ~~Regarding~~our ~~Forward-Looking~~ability ~~Statements~~to execute our business plan; and

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

9In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

~~You~~Our ~~should~~stock beis ~~aware~~categorized ~~that~~as ~~our~~a ~~actual results~~“penny ~~could~~stock”. ~~differ~~Trading ~~materially~~of ~~from~~our ~~those~~stock ~~contained~~may inbe restricted by the ~~forward-looking~~SEC’s ~~statements~~penny ~~due~~stock toregulations which may limit a ~~number~~stockholder’s ability ofto ~~factors~~buy ~~such~~and ~~as:~~sell our stock.

□Our stock is categorized as a “penny stock”, as that term is defined in SEC Rule 3a51-1, which generally provides that “penny stock”, is any equity security that has a market price (as defined) less than US$5.00 per share, subject to certain exceptions. Our securities are covered by the ~~ability~~penny stock rules, including Rule 15g-9, which impose additional sales practice requirements on broker-dealers who sell to ~~raise~~persons ~~capital~~other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to ~~fund~~a ~~our~~transaction ~~operations~~in ~~until~~a wepenny ~~generate~~stock ~~adequate~~not ~~cash~~otherwise ~~flow~~exempt ~~internally~~from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities and reduces the number of potential investors. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

□According to SEC Release No. 34-29093, the ~~terms~~market for “penny stocks” has suffered in recent years from patterns of fraud and ~~timing~~abuse. Such patterns include: (1) control of ~~product~~the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and ~~licensing~~false ~~agreements~~and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the future volatility of our share price.

~~□ our ability to enter into strategic partnering and joint development agreements;~~ 9

□FINRA ~~our~~sales ~~ability~~practice torequirements ~~competitively~~may ~~market~~also limit ~~our~~a ~~controlled~~stockholder’s ~~release~~ability to buy and ~~filled~~sell ~~tube~~our ~~products;~~stock.

□In addition to the ~~successful~~“penny stock” ~~implementation~~rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of ~~research~~these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and ~~development~~sell ~~programs;~~our stock and have an adverse effect on the market for our shares.

□To ~~our~~date, ~~ability~~we tohave ~~attract~~not paid any cash dividends and ~~retain~~no ~~key~~cash ~~personnel~~dividends ;will be paid in the foreseeable future.

□We ~~general~~do ~~market~~not ~~conditions~~anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.

~~Our~~The ~~actual~~existence ~~results~~of ~~may~~indemnification ~~differ materially~~rights ~~from~~to ~~management’s~~our ~~expectations.~~directors, ~~The~~officers ~~following discussion~~ and ~~analysis~~employees ~~should~~may beresult ~~read~~ in ~~conjunction~~substantial ~~with~~expenditures by our ~~financial~~Company ~~statements included~~and ~~herewith. This~~may ~~discussion~~discourage ~~should~~lawsuits ~~not be construed to imply that the results discussed herein will necessarily continue~~against inour ~~the future~~directors, orofficers ~~that~~and ~~any conclusion reached herein will necessarily be indicative of actual operating performance in the future~~employees. ~~Such discussion represents only the best present assessment of our management.~~

~~The~~Our ~~forward-looking~~bylaws ~~statements~~contain ~~speak only~~indemnification asprovisions offor ~~the~~our ~~date~~directors, onofficers ~~which~~and ~~they are made~~employees, and ~~except~~we tohave ~~the~~entered ~~extent~~into ~~required~~indemnification byagreements ~~federal~~with ~~securities~~our ~~laws,~~officer weand directors. The ~~undertake~~foregoing noindemnification ~~obligation to~~obligations ~~update~~could ~~any~~result ~~forward-looking~~in ~~statement~~us incurring substantial expenditures to ~~reflect~~cover the ~~events~~cost of settlement or ~~circumstances~~damage ~~after~~awards ~~the~~against ~~date~~directors onand officers, which ~~the~~we ~~statement~~may isbe ~~made~~unable or to recoup. These provisions ~~reflect~~and ~~the~~resultant ~~occurrence~~costs ofmay ~~unanticipated~~also ~~events.~~discourage Inus ~~addition,~~from webringing ~~cannot~~a ~~assess~~lawsuit ~~the~~against ~~impact~~directors and officers for breaches of ~~each~~their ~~factor~~fiduciary duties, onand ~~our~~may ~~business~~similarly ordiscourage the ~~extent~~ tofiling ~~which~~of ~~any~~derivative ~~factor,~~litigation orby ~~combination~~our ofstockholders ~~factors,~~against ~~may~~our ~~cause~~directors ~~actual~~and ~~results~~officers even tothough ~~differ~~such ~~materially~~actions, ~~from~~if ~~those~~successful, ~~contained~~might inotherwise ~~any forward-looking~~benefit ~~statements~~us and our stockholders.

~~General~~If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial reporting.

~~NaturalNano~~We (are subject to the ~~“Company”),~~risk ~~located~~that sometime in ~~Rochester~~the future, ~~New~~our ~~York,~~independent ~~operates~~registered public accounting firm could communicate to the board of directors that we have deficiencies in ~~two~~our ~~business~~internal ~~segments~~control structure that they consider to be “significant deficiencies”. A “significant deficiency” is defined as a deficiency, ~~the~~or ~~Nanotechnology~~a ~~segment~~combination ~~and~~of ~~the~~deficiencies, ~~ViralProtec~~in ~~reseller~~internal controls over financial reporting such that there is more than a remote likelihood that a material misstatement of ~~personal~~the entity’s financial statements ~~protective~~will ~~equipment~~not be prevented or detected by the entity’s internal controls.

~~Nanotechnology~~Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating results could be harmed. We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act” or “SOX”), which requires our management to annually assess the effectiveness of our internal control over financial reporting.

~~The~~We ~~Company,~~currently ~~located~~are innot ~~Rochester, New~~an ~~York,~~“accelerated isfiler” ~~engaged~~as defined in Rule 12b-2 under the ~~development~~Securities ~~and~~Exchange ~~commercialization~~Act of ~~material~~1934, ~~science~~as ~~technologies~~amended. ~~with~~Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires us to include an ~~emphasis~~internal control report with our Annual Report on ~~additives~~Form to10-K. ~~polymers~~That report must include management’s assessment of the effectiveness of our internal control over financial ~~and~~reporting ~~other~~as ~~industrial~~of ~~and~~the ~~consumer~~end ~~products~~of bythe ~~taking~~fiscal ~~advantage~~year. This report must also include disclosure of ~~technology~~any ~~advances~~material ~~developed~~weaknesses in~~-house~~ internal control over financial reporting that we have identified. ~~The~~As of December 31, 2016, the management of the Company assessed the effectiveness of the Company’s ~~current~~internal control over financial reporting based on the criteria for effective internal control over financial ~~activities~~reporting ~~are~~established ~~directed~~in ~~toward~~Internal ~~research,~~Control—Integrated ~~development,~~Framework ~~production~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and ~~marketing~~SEC guidance on conducting such assessments. Management realized there were deficiencies in the design or operation of ~~its~~the ~~proprietary~~Company’s ~~technologies~~internal ~~relating~~control tothat adversely affected the Company’s internal controls ~~treatment~~which ~~and~~management ~~separation~~considers ofto ~~nanotubes~~be ~~from~~material ~~halloysite~~weaknesses. ~~clay~~A ~~and~~material weakness in the ~~development~~effectiveness of ~~related~~our ~~commercial~~internal ~~applications~~controls ~~for~~over ~~cosmetics,~~financial ~~health~~reporting could result in an increased chance of fraud and ~~beauty~~the ~~products~~loss of customers; reduce our ability to obtain financing and ~~polymers~~require additional expenditures to comply with these requirements, ~~plastics~~each of which could have a material adverse effect on our business, results of operations and ~~composites~~financial condition.

~~ViralProtec~~Our intended business, operations and accounting are expected to be substantially more complex than they have been in the past. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current.

OnIf ~~November~~we 5,are ~~2014~~unable ~~the~~to ~~Company announced~~maintain the ~~new~~adequacy ~~business~~of ~~line,~~our ~~ViralProtec~~internal controls, ~~(www.viralprotec.com)~~as athose ~~division~~standards ofare ~~NaturalNano.~~modified, ~~ViralProtec~~supplemented, isor aamended ~~reseller~~from ~~for~~time ~~Ebola~~to ~~personal protective~~time, ~~equipment~~we ~~(PPE)~~may ~~and~~not be ~~ancillary~~able ~~supplies.~~to ~~Our~~ensure ~~mission~~that iswe tocan ~~provide~~conclude ~~personal~~on ~~protective~~an ~~equipment~~ongoing ~~for~~basis ~~caregivers for infectious patient care~~ that ~~meet~~we orhave ~~exceed~~effective ~~CDC~~internal ~~and~~control ~~WHO~~over ~~guidelines.~~financial ~~ViralProtec~~reporting ~~was created~~ in accordance ~~response~~with ofSection ~~the~~404. Failure ~~public~~to ~~concern~~ achieve and ~~publicity~~maintain ~~surrounding~~an ~~the~~effective ~~risk~~internal tocontrol ~~caregivers~~environment ~~and~~could ~~other~~cause ~~responders~~us to ~~created~~face byregulatory ~~the~~action ~~Ebola~~and ~~virus.~~cause ~~The~~investors ~~Company~~to ~~will~~lose ~~maintain~~confidence ~~inventory on~~in ~~hand~~our ~~for~~reported ~~customers~~financial toinformation, ~~order~~either ~~complete~~of ~~protection~~which ~~kits~~could ~~from~~adversely affect athe ~~single~~value ~~source~~of ~~instead~~our ~~multiple~~common ~~sources~~stock.

~~NaturalNano is domiciled in the state of Nevada as a result of the merger with Cementitious Materials, Inc., (“CMI”), which was completed on November 29, 2005.~~ 10

~~Liquidity~~As a public company, we will incur significant increased operating costs and our management will be required to devote substantial time to new compliance initiatives.

~~Going~~Although ~~Concern~~our ~~– The~~management ~~accompanying~~has ~~consolidated~~significant ~~financial~~experience ~~statements~~in ~~have~~the ~~been~~food ~~prepared on a going concern basis~~industry, ~~which~~it ~~contemplates~~has ~~the realization~~only oflimited ~~assets~~experience ~~and~~operating the ~~satisfaction of liabilities in the normal course of business. The~~ Company ~~generated~~as a ~~net~~public ~~loss~~company. To ~~for~~operate ~~the year ended December 31~~effectively, ~~2015~~we ofwill ~~approximately~~be ~~$1,091,000,~~required ~~had~~to ~~negative~~continue ~~working~~to ~~capital~~implement ofchanges ~~approximately~~in ~~$4,755,000 and~~certain aaspects ~~stockholders’ deficiency~~ of ~~approximately~~our ~~$4,756,000~~business atand ~~December 31~~develop, ~~2015. Since inception the Company’s~~manage ~~growth has been funded through a combination of convertible~~ and ~~non-convertible~~train ~~debt~~management ~~from~~level ~~private investors~~ and ~~from~~other ~~cash advances~~employees ~~from~~to ~~its~~comply ~~former~~with ~~parent~~on-going ~~Technology~~public ~~Innovations,~~company ~~LLC~~requirements. Failure ~~These~~to ~~factors,~~take such ~~among others~~actions, ~~may~~or ~~indicate~~delay ~~that~~in the ~~Company~~implementation ~~will be~~thereof, ~~unable~~could tohave ~~continue as~~ a ~~going~~material ~~concern~~adverse ~~for~~effect aon ~~reasonable~~our ~~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~~business, tofinancial ~~obtain additional financing,~~condition ~~renegotiate~~and ~~the~~results ~~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.~~

AsThe ofSarbanes-Oxley ~~December~~Act, as 31well as rules subsequently implemented by the SEC, ~~2015~~imposes various requirements on public companies, ~~the~~including ~~Company~~requiring ~~continued~~establishment toand ~~require~~maintenance ~~waivers~~of ~~for~~effective ~~debt~~disclosure ~~covenant~~and ~~violations~~financial controls and ~~extensions~~changes ofin ~~maturity~~corporate ~~dates~~governance practices. Our ~~Refer~~management and other personnel will need to ~~Note~~devote 2a ~~for~~substantial ~~lender~~amount ~~waivers~~of ~~and~~time ~~maturity~~to these new compliance initiatives. Moreover, ~~extensions~~these ~~received~~rules ~~from~~and ~~the~~regulations ~~lenders~~will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

10Our Series E Preferred Stock may substantially dilute your ownership stake in our Company

~~The~~Pursuant ~~Company’s~~to ~~management~~our ~~and~~June ~~Board of~~2016 ~~Directors~~Share ~~continue~~Exchange toAgreement ~~actively~~with ~~assess~~ the shareholders ~~Company's~~of ~~operating~~Omni ~~structure~~Shrimp, ~~with~~Inc., anwe ~~objective~~issued ~~to reduce ongoing expenses~~28,500 ~~increase sources~~shares of ~~recurring~~our ~~revenue~~Series asE ~~well~~Preferred asStock ~~seeking~~(“Series ~~additional debt or equity financing~~E. ”) The Series ~~Company~~E ~~will~~is ~~continually~~convertible ~~evaluate funding~~into ~~options~~an ~~including~~equity ~~additional~~ownership ~~offerings~~position of ~~its~~95% ~~securities~~of tothe ~~private~~outstanding ~~and~~common ~~institutional~~shares ~~investors~~of ~~and~~the ~~other~~Company. ~~credit~~This ~~facilities~~may assubstantially ~~they~~limit ~~become~~additional ~~available.~~upside ~~There~~appreciation ~~can~~in ~~be no assurance as to~~ the ~~availability~~common orshares ~~terms~~that ~~upon~~you ~~which such financing alternatives might be available~~own.

~~The~~Item ~~Company~~1B ~~has~~Unresolved ~~experienced~~Staff recurring losses from operations since its inception and continues to have a working capital deficiency and limited opportunities for additional capital infusion. The Company has experienced recurring defaults relating to the various provisions under its current debt obligations and is expected to require future forbearance and waivers relating to such provisions in the future. These negative financial conditions combined with delays experienced in product introduction and customer acceptance raises substantial doubt of the Company’s ability to continue as a going concern.Comments

~~Comparison~~Disclosure ofunder ~~Liquidity~~Item ~~and~~1B ~~Capital Resources~~is ~~for~~not ~~the~~required ~~years~~of smaller ~~ended~~reporting ~~December 31, 2015 and 2014~~companies.

~~Operating~~Item ~~activities~~2. Properties.

~~Net~~The ~~cash~~Company ~~used~~leases inoffice ~~operating~~space ~~activities~~at ~~in the~~13613 ~~years~~Gulf ~~ended December 31~~Boulevard, ~~2015~~Madeira Beach ~~and~~FL ~~2014~~on ~~was~~a ~~$106,257~~monthly ~~and~~basis ~~$474,010,~~from ~~respectively.~~Madeira ABeach ~~net loss of $1~~Seafood,~~091,050~~ ~~was~~Inc. ~~incurred~~a inrelated ~~2015 compared to net income of $2,681,747 in 2014~~party. ~~Included~~Monthly inrent ~~net~~is ~~income for the year ended December 31, 2014 are non-cash gains of~~ $41,~~032,609 from the extinguishment and modification of certain debt instruments~~500.

~~Total~~Item ~~non-cash adjustments to reconcile the net loss (income) to the cash used in operations aggregated $595,289 in 2015 and $~~3~~,446,843 in 2014~~. ~~The~~ ~~change~~Legal in these non-cash items reflects the net gains on debt extinguishment, fair value adjustments for derivative liabilities, a provision for the receivables due from MJ Enterprises and a gain on the forgiveness of certain vendor payablesProceedings. During 2015 and 2014, the Company reduced outstanding liabilities through negotiations with certain vendors resulting in a net gain on the forgiveness of debt of $9,800 and $75,037 in 2015 and 2014, respectively.

~~Investing~~Loss ~~activities~~contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of December 31, 2016, the Company has no litigation outstanding.

~~Net~~Item ~~cash~~4. ~~provided~~Mine ~~from~~Safety ~~(used in) investing activities in the years ended December 31, 2015 and 2014 was $50,000 and ($200,000), respectively~~Disclosures.

~~During~~Not ~~2015, the Company realized a cash gain on the sale of certain fully depreciated machinery~~applicable. During 2014, the Company entered into a purchase agreement to acquire all the issued and outstanding membership interest in MJ Enterprises (“MJE”). In connection with this purchase agreement, the Company advanced $200,000 to MJE. The Company decided during the first quarter of 2014 not to pursue this acquisition. The $200,000 advance was due and payable from MJE due on June 30, 2014.The Company believes this amount will be collected from MJE and is actively pursuing all collection efforts. During 2014, the Company provided a reserve of $200,000 on the potential non-recovery of the full amount due from MJE.

~~Financing~~PART ~~Activities~~II

~~Net~~Item ~~cash~~5. ~~provided~~Market ~~from~~for ~~financing~~Common ~~activities in~~Equity, ~~the~~Related ~~years~~Stockholder ~~ended~~Matters ~~December 31, 2015~~ and ~~2014~~Issuer ~~was~~Purchases ~~$61,000~~of ~~and~~Equity ~~$674,010, respectively~~Securities.

During 2015, the Company entered into two Senior Secured Convertible Promissory Notes aggregating $61,000. During the fourth quarter of 2015, the Company issued 200,000 common shares in satisfaction of $10,000 of outstanding principal. The issuance of these shares reflects a debt conversion price of $0.05 per share.Market

~~The~~Our ~~cash~~common ~~flows~~stock ~~from~~is ~~financing~~traded over-the-counter ~~activities~~and inhas ~~2014~~been ~~include~~available ~~the~~for ~~receipt~~quotation ofon anthe ~~aggregate~~OTC ofMarkets ~~$300,000~~Group inOTC ~~new~~Pink ~~borrowing~~platform inunder ~~connection~~the ~~with~~trading ~~the~~symbol ~~Payoff~~“NNAN”. ~~Agreement~~The ~~with~~following ~~Platinum~~table ~~Long~~sets ~~Term~~forth ~~Growth~~the IVrange ~~LLC~~of high and ~~Merit~~low ~~Advisors~~bid ~~LLC.~~prices ~~Other~~for ~~convertible~~our ~~and~~common ~~non-convertible~~stock ~~promissory~~for ~~notes aggregating~~the ~~$674,010~~periods ~~were~~indicated ~~received~~as ~~for~~derived ~~operating~~from the ~~uses~~Google inFinance ~~2014~~website. The ~~Payoff~~information ~~Agreement~~reflects ~~included~~inter-dealer ~~$300~~prices,~~000~~ inwithout ~~cash~~retail ~~disbursed~~mark-ups, ~~to settle~~mark-downs ~~the~~or ~~remaining~~commissions ~~liabilities~~and may ~~with~~not ~~PLTG~~necessarily ~~and~~represent ~~Merit~~actual transactions.

Results of Statement of Operations for the years ended December 31, 2015 and 2014

Quarter Ended	High Bid Price		Low Bid Price
December 31, 2016		0.02		0.01
September 30, 2016		0.03		0.01
June 30, 2016		0.03		0.02
March 31, 2016		0.06		0.03

December 31, 2015		0.16		0.06
September 30, 2015		0.26		0.06
December 31, 2016		0.20		0.02
March 31, 2015		0.40		0.03

~~Revenue and Gross Profit~~ 11

During the years ended December 31, 2015 and 2014, the Company recorded $368,066 and $193,606, respectively in revenue from the sale of nanotechnology and ViralProtec products. Gross margin was generated in years ended December 31, 2015 and 2014 of $210,932 and $130,684, respectively. The gross margins for 2015 and 2014 was 57% and 67% for these periods, respectively.Holders

~~The~~As ~~Nanotechnology segment generated a gross profit~~ of ~~91%~~April ~~in 2015 and the ViralProtec segment generated a loss on sales of 46%. The ViralProtec loss is attributed to a provision for potential excess inventory of $83~~28,~~100~~ ~~recorded during the twelve months ended December 31~~2017, ~~2015.~~ ~~Excluding~~we ~~the~~had ~~impact of this charge, the ViralProtec would have generated a gross margin of~~ approximately ~~44%.~~ ~~Management~~186 ~~continues~~stockholders toof ~~actively monitor and assess inventory units on hand compared with projected customer sales~~record. ~~The Company continues to experience notable variations in gross margins with its business as it introduces and develops new products and applications.~~

11No dividends have been declared or paid on our common stock, and we do not anticipate that any dividends will be declared or paid in the foreseeable future. Dividends on our common stock are subordinated to dividends and liquidation rights of the holders of our outstanding Series E convertible preferred stock.

	For the year ended						Variance
	December 31,						Increase
Revenue, Cost of Goods, and Gross Profit	2015			2014			(decrease)
Revenue:	$	276,097		$	137,159		$	138,938
Nanotechnology
ViralProtec		91,969			56,447			35,522
Cost of goods:		22,530			25,952			(3,422	)
Nanotechnology
ViralProtec		134,604			36,970			97,634
Consolidated Gross Margin	$	210,932		$	130,684		$	80,249
Gross Margin %		57	%		67	%

Securities Authorized for Issuance under Equity Compensation Plans

Operating Expenses

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Securities available for future issuance under equity compensation plans (excluding securities reflected in column (a) )
	(a)		(b)		(c)
Equity compensation plans approved by security holders		1,099	$	2,008		-	*

Equity compensation plans not approved by security holders		1,217,941	$	0.35		-
Total		1,219,040		0.35		-

~~Management~~* ~~continues~~These toshares ~~actively~~are ~~monitor the~~issuable ~~operating~~under ~~structure for~~ the ~~purpose~~Company’s 2008, of2007 ~~controlling~~and ~~expenses~~2005 ~~across~~incentive ~~all~~stock ~~categories of the business~~plans. Such ~~evaluations~~shares ~~continue with~~may ~~the~~be ~~intent~~issued toupon ~~invest~~the ~~nominally~~exercise inof ~~research~~stock ~~and~~options ~~development~~or ~~programs~~pursuant ~~and~~to ~~product development in future years. No assurance~~restricted ~~can~~stock beunits ~~given~~which ~~that~~vest ~~future~~based ~~investment~~upon orBoard ~~debt~~designation ~~financing~~at ~~will~~the ~~develop~~time ~~thereby~~of ~~resulting in improved cash inflow or liquidity for the Company~~grant.

~~Total~~Equity ~~research~~Compensation ~~and~~Plans ~~development~~Approved ~~expenses~~by Security ~~incurred~~Holders ininclude ~~2015~~the Company’s 2005 Incentive Stock Plan (the “2005 Plan”), the Amended and ~~2014~~Restated 2007 Incentive Stock Plan (the “2007 Plan”), ~~respectively~~the ~~were~~2008 $4Incentive Stock Plan (the “2008 Plan”). Officers,~~584~~ employees, directors and consultants may be granted options under these plans to ~~$40,076~~purchase the Company’s common stock at fair market value as of the date of grant. Options become exercisable over varying vesting periods commencing from the date of grant and have terms of five to ten years. These plans also provide for the granting of performance-based and restricted stock awards.

	For the year ended				Variance
	December 31,				Increase
Research and Development	2015		2014		(decrease)
Salaries and benefits	$	4,584	$	15,966	$	(11,383	)
Rents & Utilities		-		18,800		(18,800	)
Supplies and other		-		5,310		(5,310	)
	$	4,584	$	40,076	$	(35,493	)

Equity Compensation Plans approved by the Company’s shareholders and authorized to grant awards are as follows:

~~Total~~□ ~~general~~2005 ~~and~~Plan ~~administrative~~is ~~expense for~~authorized ~~the~~to ~~year~~grant ~~ended~~up ~~December~~to 31823,529 ~~2015~~share ~~was~~unit ~~$518~~awards,~~548~~ as□ ~~compared~~2007 Plan is authorized to ~~$554~~grant up to 1,~~090~~000,000 ~~for~~share ~~the~~unit ~~year~~awards ~~ended~~and ~~December~~□ 312008 Plan is authorized to grant up to 47,058,824 ~~2014~~share units awards.

Salaries and benefits increased in 2015 over costs incurred in 2014 reflecting part time staff hired in connection with the ViralProtec business in the fourth quarter of 2014. Legal and professional services increased by $76,658 over 2014 reflecting additional complexities to the Company’s legal structure, debt extinguishments and advances and expansion of business categories. In the fourth quarter of 2014, the Company executed an agreement with ZA Capital LLC to provide $100,000 in strategic consulting services and public relations for the six months period from October 2014 through April 2015. 12

OnSales ~~February 15, 2015, the Company granted a total~~ of ~~300,000~~Unregistered warrants to the Company’s board members. These warrants grant the right to purchase one share of common stock at an exercise price of $0.10 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $61,106. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.62% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.22 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero.Securities

OnDuring ~~May 30, 2015,~~ the ~~Company~~year ~~granted~~ended ~~a total~~December of31, ~~375~~2016,~~000~~ ~~warrants~~multiple lenders torequested ~~the Company’s board members and one consultant. These warrants grant the right~~ to ~~purchase~~convert ~~one share~~principal ofplus ~~common~~accrued ~~stock~~interest ~~at an exercise price~~ of $0.05 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $415,~~676. An~~587 ~~expected~~into ~~volatility assumption of 140% was used based on~~ the ~~volatility of the~~ Company’s ~~stock~~common ~~price utilizing a look-back basis and the risk-free interest rate of 1~~stock.~~49%~~ ~~which~~The ~~was~~Company ~~derived from~~issued ~~the~~942,527 ~~U.S.~~total ~~treasury~~shares ~~yields on the date~~ of ~~grant. The market price of the Company’s~~ common stock ~~on the grant date was $0.12 per share. The expiration date used~~ in ~~the~~connection ~~valuation model aligns~~ with ~~the~~such ~~warrant life of five years as indicated in the agreements~~conversions. ~~The dividend yield was assumed to be zero.~~

~~During~~The ~~the~~following ~~second~~table ~~quarter~~sets offorth ~~2014,~~ the ~~Company~~ ~~granted a total of 160,000 warrants to certain consultants, the Company’s CEO and the Company’s board member.~~unreported ~~These~~sales ~~warrants grant the right to purchase one share~~ of ~~common~~unregistered ~~stock~~securities atfor ~~an exercise price of $0.42 per share. The warrants were fully vested as of~~ the ~~grant~~fiscal ~~date~~year ~~and~~ended ~~contain~~December ~~a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the various dates of grant at $105~~31,~~501. An~~ expected volatility assumption of 289% has been used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.63% and was derived from the U.S. treasury yields on the dates of grant. The market price of the Company’s common stock on the grant was $0.661 per share. The expiration date used in the valuation model aligns with the warrant life of five and ten years as indicated in the agreements. The dividend yield was assumed to be zero.2016:

Date	Title and Amount⁽¹⁾	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts
July 6, 2016	142,811 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016, 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	NA	$	NA
August 9, 2016	143,602 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016 , 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	NA	$	NA
August 30, 2016	144,254 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016, 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	NA	$	NA
October 20, 2016	164,895 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016, 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	NA	$	NA
November 23, 2016	167,023 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016, 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	NA	$	NA
December 12, 2016	179,942 shares of common stock from conversion of notes issued in Surrender Agreement on June 29, 2016, 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	NA	$	NA

	For the year ended				Variance
	December 31,				increase
General and Administrative	2015		2014		(decrease)
Salary & Benefits	$	212,456	$	222,523	$	(10,067	)
Legal and Professional Fees		89,045		150,645		(61,600	)
Investor Relations		68,496		44,421		24,075
Consulting Services		33,084		35,819		(2,735	)
Rent and utilities		35,663		20,377		15,286
Insurance		6,216		5,399		817
Shareholder and Board		38,594		38,982		(388	)
Travel and Entertainment		16,383		12,261		4,122
Supplies and other		18,611		23,663		(5,052	)
General and administrative excluding stock based compensation	$	518,548	$	554,090	$	(35,542	)
Stock based compensation related to warrants	$	102,782	$	105,501	$	(2,719	)
Total general and administrative	$	621,330	$	659,591	$	(38,261	)

~~Management~~Convertible ~~continues~~Debt ~~to monitor the Company's~~outstanding ~~operating~~at ~~structure~~December for the purpose of controlling expenses across all categories of the business. We expect that spending for 2016 general and administrative expenses will be comparable to the 2015 actual expenses incurred31, although investments in marketing and sales will be a priority if the Company’s cash and liquidity position improves. No assurance can be given that future investment or debt financing will develop thereby resulting in improved cash inflow or liquidity for the Company.2016

~~Interest~~The ~~and~~following ~~Other~~are ~~Income~~a ~~(expense)~~list of convertible securities outstanding at December 31, 2016:

Other (expense) income for the year ended December 31, 2015 reflected net expenses of $676,068 compared to net income of $3,250,730 for the year ended December 31, 2014. During the year ended December 31, 2014 the Company recognized certain vendor concessions as well as a non-recurring gain on extinguishment/modification of debt of $3,747,273 as further described below.

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at December 31, 2016
12/15/15	Interest rate of 8%, convertible at $.02 per share	Cape One Master Fund II LLP	$	344,000	$	344,000

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	900,000	$	900,000

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at 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 at 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 at of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	180,005	$	178,325

10/1/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	20,000	$	20,000

11/1/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	20,000	$	20,000

11/25/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	7,500	$	7,500

12/1/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	20,000	$	20,000

12/27/16	Interest at the rate of 8%, and convertible into the Company’s common stock at a 50% discount at of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	128,775	$	128,775

~~Interest~~Item ~~expense includes the interest on the senior and subordinated convertible and non-convertible promissory notes~~6. ~~The~~Selected ~~Company~~Financial ~~incurred $266,661 in interest expense in 2015 and $301,614 in interest expense in 2014~~Data. ~~The reduction in 2015 expense reflects new borrowings and the settlement of certain debt instruments in connection with the extinguishment of debt as further described below.~~

InDisclosure ~~June~~under ~~2008,~~Item ~~the~~6 ~~FASB finalized ASC 815, formerly Emerging Issues Task Force 07-05, “Determining Whether an Instrument (or Embedded Feature)~~ is ~~indexed~~not torequired ~~an Entity’s~~of ~~Own~~smaller ~~Stock,”~~reporting ~~which was adopted by the Company effective January 1, 2009~~companies. ~~During the year ended December 31, 2015 and 2014, the Company recognized a loss of $164,480 and $355,302 respectively relating to the changes in fair market value for these derivative liabilities.~~

On December 15, 2015, the Company’s board of directors determined that it was in the best interest of the corporation to exchange 6,666,667 reserved shares of the Company’s common stock, held by Cape One Master Fund II LLP (as described in footnote 2), for four convertible promissory notes totaling $344,000 with an interest rate of 8% per annum due June 30, 2017. These promissory notes are convertible to common stock at the rate of $0.05 per share. In the event that the Company shall, at any time, issue any additional shares of common stock or equivalents at a price per share less than the $0.05 conversion price then the conversion price for these convertible promissory notes shall be reduced. The Company recognized a loss on the exchange of the rights to reserved commons shares upon the issuance of these convertible promissory notes of $304,727 during the fourth quarter of 2015. 14

~~During~~Item ~~2015,~~7. ~~the~~Management’s ~~Company~~Discussion ~~settled liabilities~~and ofAnalysis ~~$10,000 for $200, resulting in a $9,800 gain on forgiveness~~ of ~~debt.~~Financial ~~Also~~Condition inand ~~2015,~~Results ~~the Company sold fully depreciated equipment for proceeds~~ of ~~$50,000~~Operations.

InOverview ~~2014, the Company entered into a Payoff Agreement with two of its lenders (collectively referred to as “the holders”) where the holders agreed to surrender their outstanding promissory notes~~ and ~~debentures~~Recent in the aggregate principal amount of $3,256,399 plus all accrued and unpaid interest amounting to $592,414 in consideration for an aggregate payment of $300,000. As further consideration, one of the lenders agreed to return its 2,587,674 shares of Series C Preferred Stock for cancellation. The Company reversed $70,165 in registration rights liabilities in connection with this Payoff Agreement. Effective upon the consummation of this Payoff Agreement, the Company had no further obligation to the holders pursuant to the terms of the preferred stock and the notes as defined in the Payoff Agreement. As a result of this Payoff Agreement, the Company recognized a gain on extinguishment of debt during 2014 in the amount of $3,747,273.Developments

13Share Exchange Agreement

~~Also~~On inJune ~~2014~~23, ~~the~~2016 ~~Company and Cape One Master Fund II LLP agreed to exchange~~ (the ~~Subordinated Secured Convertible Note and related accrued and unpaid interest totaling~~ a"Effective ~~combined $379~~Date"),~~624~~ init ~~exchange~~entered ~~for~~into ~~6.667~~a ~~million~~Share ~~reserved~~Exchange ~~shares~~Agreement of (the ~~Company’s~~"Exchange ~~common~~Agreement") ~~stock.~~with ~~The Company and Cape One agreed that a beneficial ownership limitation of 4.99% shall be maintained at~~ all ~~times as to the number~~ of the ~~shares of the common~~shareholders ~~stock outstanding immediately after giving effect to the issuance~~ of ~~the~~Omni ~~common~~Shrimp, ~~stock issuable under this agreement~~Inc., ~~Cape One also agreed to~~ a ~~Lockup~~Florida ~~provision~~corporation ~~in the agreement that specifies that Cape One will not sell~~("OMNI"), ~~transfer~~pursuant orto ~~hypothecate~~which ~~any of~~ the ~~reserved shares~~shareholders ~~until~~exchanged ~~Alpha~~with ~~Capital Anstalt has received $3,500,000 from~~ the ~~proceeds of sales of shares obtained upon conversion of notes issued by the~~ Company ~~and held by Alpha as of the date of this agreement. Upon expiration of the Lockup period, Cape One shall~~all ~~be allowed to sell the lesser~~ of ~~(i) 5% of~~ the ~~daily~~outstanding ~~trading~~shares ~~volume~~ of ~~the Company’s common~~ stock ~~or, (ii) 10%~~ of ~~the~~OMNI ~~reserved shares~~and inOMNI ~~any~~thereupon ~~calendar~~became ~~month. The Company estimated the total enterprise value based upon~~ a ~~combination~~wholly ofowned ~~the~~subsidiary ~~trending~~ of the ~~firm~~ ~~value from December 2006 to December 2014, market comparables and the market value of the~~ Company~~’s stock considering company specific factors including the changes in forward estimated revenues and market factors~~. ~~Once~~In ~~the enterprise value was~~consideration ~~determined~~for ~~an option pricing model was used to allocate~~ the ~~enterprise~~exchange ~~value to these 6.667 million share rights and other securities in the Company’s capital structure. The fair value~~ of ~~these~~those ~~6.667~~OMNI ~~million share rights was estimated at $54~~shares,~~289 on~~ the ~~date of the agreement and the~~ Company ~~recognized~~issued ~~a gain on extinguishment of debt of $325~~28,~~335~~500 ~~during~~shares ~~the quarter September 30, 2014 based on the excess~~ of ~~the~~a ~~value~~newly ofcreated ~~the~~Series ~~instruments~~E ~~settled~~Preferred ~~over~~Stock ~~the estimated fair market value~~ of ~~the 6.667 million share rights.~~ ~~These Rights to reserved common stock were valued based on~~ the ~~total~~Company ~~enterprise value of~~ (the ~~Company~~"Series atE ~~December~~Preferred ~~31,~~Stock"). ~~2014~~For ataccounting ~~$559~~purposes,~~289. The~~ ~~change~~the intransactionwas ~~fair~~accounted ~~market~~for ~~value of this rights liability of $505,000 was re-measured~~ as ofa ~~December 31~~merger, ~~2014~~ and ~~has~~OMNI ~~been~~was ~~reflected in~~deemed ~~Additional~~the ~~Paid~~surviving ~~In Capital.~~entity

InAs ~~2014,~~a ~~the~~result ~~Company~~of ~~recorded an expense~~their ownership of ~~$40~~the Series E Preferred Stock,~~000~~ inthe ~~connection~~Omni ~~with~~shareholders ~~debt~~acquired ~~modifications~~the ~~related~~right to ~~forbearance~~vote ~~agreements~~95% ~~signed~~of ~~during~~ the ~~year.~~voting ~~These~~control ~~losses~~of ~~from~~the ~~debt~~Company. ~~modification~~The ~~were~~Series ~~netted~~E ~~against~~Preferred ~~gains~~Stock onis ~~forgiveness~~also ofconvertible ~~debt~~into incommon ~~2014~~stock ofwhich, ~~$75~~in the aggregate,~~038.~~ Nowould ~~fees~~represent ~~for~~up ~~modification~~to 95% of ~~debt~~the ~~were incurred~~outstanding incommon ~~2015.~~stock ~~The~~after ~~Company~~the ~~also~~conversion. ~~entered~~In ~~into~~addition, ~~various~~on ~~agreements~~the ~~with~~Effective ~~certain~~Date, ~~vendors~~the toholders ~~settle~~of ~~accounts~~all ~~payable~~of ~~that~~the ~~were~~Company's outstanding Series B ~~for~~and ~~amounts~~Series ~~less~~D ~~than~~Preferred ~~the~~Stock, ~~liability~~including James ~~that~~Wemett, ~~was~~who ~~recorded~~is ina director of the ~~accompanying~~Company ~~balance~~and ~~sheet.~~was ~~These~~an officer and ~~vendor~~principal shareholder ~~concessions~~of ~~have~~the ~~been~~company ~~treated as~~prior ~~gains~~to the ineffective date, as the ~~period~~holder ~~that~~of the ~~underlying~~Series ~~agreements~~D ~~were~~shares, ~~reached~~surrendered those shares to the Company.

~~Inflation~~Plan of Operations

~~Although~~Our ~~our~~plans ~~operations~~for ~~are~~the ~~influenced~~next bytwelve ~~general~~months ~~economic conditions, we do not believe that inflation had a material effect on our results of operations during 2015 or 2014.~~include:

~~Off~~Increasing Scale-~~Balance~~ ~~Sheet~~the ~~Arrangements~~Company currently has relationships with an existing set of suppliers and brokers to existing set of customers. With additional financing, the Company would be looking to increase the scope of its business by purchasing more product in order to sell to a more diverse customer base.

WeDiversifying doProduct ~~not~~Line- ~~have~~Currently, ~~any~~the ~~off-balance~~Company ~~sheet~~sells ~~arrangements~~predominately ~~that~~Key ~~have,~~West orPinks ~~are~~and ~~reasonably likely~~ to ~~have,~~a anlesser ~~effect~~extent onwe ~~our~~sell ~~financial~~Gulf ~~condition,~~Brown ~~financial~~and ~~statements,~~Gulf ~~revenues~~White ~~or expenses~~Shrimp.

~~Critical~~Expanding ~~Accounting~~Customer ~~Policies~~base- ~~and~~We ~~Estimates~~anticipate adding new customers

~~Our~~Results ~~consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America.~~Operations ~~The~~for ~~preparation of these consolidated financial statements requires us to make assumptions that affect~~ the ~~reported~~years ~~amounts of assets, liabilities, revenue,~~ended ~~costs~~December ~~and expenses~~31, ~~and~~2016 related disclosures. Our actual results may differ from these estimates. We believe, that of the significant accounting policies described in the notes to our consolidated financial statements, the following policies involve a greater degree of judgment and ~~complexity and accordingly; these policies are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.~~2015

~~Revenue~~The ~~Recognition~~2016 Merger is being accounted for as a reverse-merger and recapitalization. The Company is the acquirer for financial reporting purposes, and Omni is the acquired company. Consequently, the assets, liabilities and operations that will be reflected in the historical financial statements prior to the Merger will be those of the Company and will be recorded at the historical cost basis of the Company, and the consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of the Company up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger. The annexed unaudited pro forma combined financial information is based on individual historical financial statements of the Company and Omni prepared under U.S. GAAP as adjusted to give effect to the Merger.

Revenue ~~is generated upon the delivery of Pleximer™~~ and ~~Viral~~Gross Protec products. The Company earns and recognizes such revenue when the shipment of the products has occurred, title transfers, no further performance obligation exists, and when collection is reasonably assured.Profit

~~Deferred~~Revenues ~~Taxes~~and Cost of goods sold for the year ended December 31, 2016 were $2,310,573 and $2,048,693, respectively. Gross profit was $261,881 or 11% of sales. From the Period of Inception through December 31, 2015 there were no revenues nor Cost of Goods sold since operations had not commenced.

~~Deferred~~Operating tax assets and liabilities are determined based on temporary differences between income and expenses reported for financial reporting and tax reporting. FASB ASC 740 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company evaluates the probability of realization of its net deferred tax assets on an annual basis and any additional valuation allowances are provided or released, as necessary. Since the Company has had cumulative losses in recent years, the accounting guidance suggests that it should not look to future earnings to support the realization of the net deferred tax asset.Expenses

AsOperating ofexpenses for the year ~~years~~ ended December 31, ~~2015 and~~2016 ~~2014,~~were ~~the~~as ~~Company has recorded a valuation allowance to reduce its gross deferred tax assets to zero in accordance with ASC 740.~~follows:

14Professional Fees were $189,359 and were principally accounting and legal fees associated with the Share Exchange Agreement and continuing audits.

~~The~~Consulting ~~Company~~Services ~~believes~~were ~~that~~$73,885, ~~the~~$60,000 ~~accounting estimates~~was ~~related~~for toa new ~~deferred~~consulting ~~tax~~agreement ~~valuation~~entered ~~allowances~~into ~~are~~by ~~“critical accounting estimates” because: (1)~~ the ~~need~~Company ~~for valuation~~on ~~allowance~~an isongoing ~~highly~~basis, ~~susceptible to change from period to period due to changes in deferred tax asset~~ and ~~deferred tax liability balances~~$13,885 ~~(2)~~was ~~the need~~ for ~~valuation allowance is susceptible to actual operating results and (3) changes in the tax valuation allowance can have~~ a ~~material~~one-time ~~impact on the tax provisions/benefit in the consolidated statements of operations and on deferred income taxes in the consolidated balance sheets~~arrangement.

~~Share-based~~Transportation, ~~compensation~~Storage and Broker Fees were $77,664, or 4% of sales. These expenses are for storage of inventory in freezers, transportation of product and payment of broker fees that act as intermediaries with ultimate customers.

Compensation expense related to stock-based payments is recorded over the requisite service period based on the grant date fair value of the awards. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determines the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. 15

~~The~~General ~~Company’s policy for equity instruments issued to consultants~~ and ~~vendors~~Administrative inExpenses ~~exchange for goods and services as follows: The measurement date for the fair value~~ of the equity instruments issued is determined at the earlier of (i) the date at which the commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants$27,757 ~~the fair value of the equity instrument is based on the fair value of the services~~represented or the ~~award, whichever is more readily determinable and is recognized over the term of the consulting agreement.~~following:

Derivative Financial Instruments

Rent paid to affiliated party	$	10,500
Expenses associated with SEC filings		8,363
State of Nevada incorporation fees		1,055
Office expense, Meals and Entertainment and other		7,839
Total	$	27,757

The ~~Company does not use derivative instruments to hedge exposures to cash flow~~$1,277 ~~market or foreign currency risks. The Company evaluates all~~ of ~~its~~expenses ~~financial~~incurred ~~instruments~~in ~~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~~prior ~~instrument~~year iswere ~~initially~~mostly ~~recorded at its fair market value and then is revalued~~associated ~~at each reporting date,~~ with ~~changes in fair value reported in~~ the ~~consolidated~~original ~~statement~~incorporation of ~~operations.~~Omni ~~For stock based derivative financial instruments~~Shrimp, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to December 2015 and considering industry and Company specific factors including the changes in forward estimated revenues and market factorsInc. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

~~Recent~~Sales ~~Accounting~~and ~~Pronouncements~~Marketing Expenses were $19,065 and represent mostly trade show costs.

InOther ~~November 2015, the FASB issued ASU-2015-17 Balance Sheet Classification of Deferred Taxes (~~Income Taxes topic 740). The Board issued this update as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (~~GAAP~~expense) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. To simplify the presentation of deferred income taxes, this guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance applies to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. This update will be effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. We are currently evaluating the impact of the adoption of ASU 2015-17 on our consolidated financial statements.

InOther ~~May~~income ~~2014 the FASB issued ASU 2014-09 Revenue from Contracts with Customers~~ (~~Topic 606~~expense): ~~The~~during ~~standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of~~ the ~~following transition methods: (i) a full~~ ~~retrospective~~year ~~approach~~ended ~~reflecting~~December ~~the application of the standard in each prior reporting period with the option to elect certain practical expedients~~31, or2016 ~~(ii)~~was ~~a retrospective approach with the cumulative effect recognized at the date of adoption~~ (which includes additional footnote disclosures). This update supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and$4, ~~in doing so~~168,561) ~~more~~as ~~judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. We are currently evaluating the impact of the adoption of this new guidance.~~follows:

InImpairment ~~July 2015, the FASB issued ASU-2015-11 Simplifying the Measurement~~ of ~~Inventory~~Acquisition ~~(Inventory~~totalled topic 330) The Board issued this update as part of its Simplification Initiative. Under this guidance an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business$2, ~~less reasonably predictable costs of completion~~868, ~~disposal, and transportation~~374. This update will be effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. We are currently evaluating the impact of the adoption of this new guidance.

InPursuant ~~January~~to ~~2015~~ the ~~FASB~~Share ~~issued~~Exchange ~~ASU 2015-1~~Agreement, ~~Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating~~ the ~~Concept of Extraordinary Items This ASU eliminates from GAAP the concept of extraordinary items. ASU~~Company ~~2015-1~~accepted ~~is effective for~~ the ~~annual~~following period ending after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently evaluating the impact of the adoption of this new guidance.liabilities:

Debt from the Share Exchange Agreement	$	1,430,005	(See Note 5: Convertible Notes Payable)

Debt owed to Cape One Master Fund II, LP		344,000	(See Note 5: Convertible Notes Payable)

Derivative Liability		618,833

Accrued Wages		343,720

Accounts Payable		103,254

Accrued interest		28,563

Impariment of Acquisition	$	2,868,374

InInterest ~~August~~Expense ~~2014,~~was the FASB issued ASU-2014-15 – Going Concern (subtopic 205-40) Disclosure of Uncertainty about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP)$850,397 ~~this guidance requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue~~ as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). This guidance is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. We will evaluate the impact of the adoption of ASU 2014-15 on our consolidated financial statements based upon the financial condition of the Company at the time of adoption.follows:

On February 25, 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases,” a comprehensive new lease standard which will supersede previous lease guidance. The standard requires a lessee to recognize in its balance sheet assets and liabilities related to long-term leases that were classified as operating leases under previous guidance. An asset will be recognized related to the right to use the underlying asset and a liability will be recognized related to the obligation to make lease payments over the term of the lease. The standard also requires expanded disclosures surrounding leases. The standard is effective for fiscal periods beginning after December 15, 2018, and requires modified retrospective adoption, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures.

Amortization of the debt discount (See explanation below)	$	736,678
Accrued interest on convertible notes payable		107,211
Interest expense on accounts receivable factoring and related party payable		6,408

Total Interest Expense	$	850,397

OnAmortization ~~March~~of ~~30,~~debt ~~2016,~~discount ~~the~~is ~~FASB~~a ~~issued ASU No. 2016~~non-~~09,~~cash ~~“Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,”~~charge ~~which~~that ~~amends~~reflects the ~~current~~conversion ~~stock~~features ~~compensation~~of ~~guidance. The amendments simplify~~ the ~~accounting~~outstanding ~~for~~debt ~~the taxes related to stock based compensation, including adjustments to how excess tax benefits~~ and awill ~~company's payments for tax withholdings should~~ be ~~classified. The~~expensed ~~standard~~over ~~is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating~~ the ~~impact~~life of the ~~adoption of this standard on our consolidated financial statements and related disclosures~~Notes.

InLoss ~~April,~~on ~~2016,~~conversion ~~the~~of ~~FASB~~debt ~~issued~~of ~~ASU No. 2016-~~$10, ~~“Revenue~~906 ~~from~~represents ~~Contracts~~the ~~with Customers (Topic 606): Identifying Performance Obligations and Licensing” to clarify two~~fair ~~aspects~~value of ~~Topic~~securities ~~606:~~issued ~~(i)~~upon ~~identifying~~conversion ~~performance~~of ~~obligations~~debt ~~and~~in ~~(ii)~~excess ~~the licensing implementation guidance, while retaining the related principles for those areas. The Company is evaluating the impact~~ of the ~~adoption~~liabilities ~~of this standard on our consolidated financial statements and related disclosures~~retired.

~~Management~~Gain ~~does~~on ~~not~~change ~~believe~~in ~~that~~derivative ~~any~~liability ~~recently~~was ~~issued~~$422,471 ~~but~~due ~~not~~Principally ~~yet~~to ~~effective,~~the ~~accounting~~change ~~standards~~in ifmethodology ~~currently~~associated with ~~adopted,~~calculating ~~would have a material effect on~~ the ~~accompanying~~derivative ~~financial statements~~liability.

~~Item~~Liquidity 8.and ~~Financial~~Capital ~~Statements~~Resources

~~Our~~As ~~consolidated~~of ~~financial~~December ~~statements~~31, ~~together~~ ~~with~~2016, ~~the~~our current ~~reports~~assets ~~thereon~~were by$478,879 and our ~~independent~~current ~~registered~~liabilities ~~public~~were ~~accounting~~$3,921,362, ~~firms~~which resulted in a working capital deficiency of ($3,442,483). ~~begin~~As of December 31, 2016, current assets were comprised of: (i) $200,117 in Cash (ii) $156,650 in Accounts Receivable; (i) $119,813 in Inventory and (iv) $2,309 in Prepaid and Other. As of December 31, 2016, current liabilities were comprised of: (i) $148,847 in accounts payable; (ii) $362,356 of Accrued Expenses; (iii) $134,579 in Accrued Interest; (iv) Accrued dividend payable on ~~page~~Series ~~F-1~~E Preferred stock of ~~this~~$26,099; ~~Form~~(v) ~~10-K~~$734,998 in Convertible Notes Payable; (vi) $127,148 in Advances from related party; (vii) $221,743 in Due to Related Party, and (viii) $2,165,891 in Derivative liability.

~~Item~~Stockholders’ 9ADeficiency ~~Controls~~was $(3,441,687) due principally to the Impairment of Acquisition and ~~Procedures~~change in Fair Value of Derivative liability.

~~Evaluation~~Cash ofFlows ~~Disclosure~~from ~~Controls~~Operating ~~and Procedures~~Activities

~~The~~We ~~Company’s~~did ~~management~~not isgenerate ~~responsible~~positive cash ~~for~~flows ~~establishing~~from ~~and~~operating ~~maintaining~~activities. ~~effective~~For ~~disclosure~~the ~~controls~~year ~~and~~ended ~~procedures. As of~~ December 31, ~~2015,~~2016 ~~our~~net ~~Chief~~cash ~~Executive~~flows ~~Officer participated~~provided inby ~~evaluating~~operations ~~the~~were ~~effectiveness of our disclosure controls and procedures~~ $(~~as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934~~343, ~~as amended (the “Exchange Act”~~200)). ~~Our~~The ~~disclosure~~negative ~~controls~~net ~~and~~cash ~~procedures are~~flow ~~designed~~was toprincipally due ~~ensure that information required~~ to ~~be disclosed in~~ the ~~Securities~~following ~~and~~factors: ~~Exchange Commission (“SEC”~~i) ~~reports~~ wenet ~~file~~loss orof ~~submit under the Exchange Act is recorded~~($3, ~~processed~~433,057); ~~summarized~~(ii) ~~and~~gain ~~reported~~on ~~within~~change ~~the~~in ~~time~~derivative ~~period~~liability ~~specified by~~of ~~the SEC’s rules and forms and that such information is accumulated and communicated to management~~$422,471; ~~including~~partially ~~our Chief~~offset ~~Executive~~by ~~Officer,~~(iii) toImpairment ~~allow timely decisions regarding required disclosure. In light~~ of ~~the~~Acquisition ~~discussion~~ of ~~material weaknesses set forth below~~$2,868,374 ~~this officer has concluded that our disclosure controls~~ and ~~procedures~~(iv) ~~were~~amortization ~~not effective as~~ of ~~December~~convertible ~~31,~~note ~~2015. To~~discount ~~the best~~ of ~~his knowledge~~$736, our Chief Executive Officer believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America.678

~~Management’s~~Cash ~~Annual~~Flows ~~Report~~from ~~on Internal~~Investing ~~Control Over Financial Reporting~~Activities

AFor ~~company’s internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f) is a process designed by, or under~~ the ~~supervision~~Acquisition ofPeriod, athere ~~public~~was ~~company’s~~an ~~principal executive and principal financial officers, or persons performing similar~~outflow ~~functions, and effected by the board~~ of ~~directors~~$1,860 ~~management~~due ~~and other personnel,~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~ ofpurchase ~~financial reporting and the preparation~~ of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”) including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the companyproperty, ~~(ii)~~ ~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP~~plant, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statementsequipment.

16Cash Flows from Financing Activities

~~Management~~We ishave ~~responsible~~financed ~~for~~our ~~establishing~~operations primarily from issuance of debt, ~~and~~advances ~~maintaining~~from ~~adequate~~related ~~internal~~parties ~~control~~and ~~over~~amounts ~~financial~~owed ~~reporting~~to related parties. ~~Our~~For ~~Chief~~the ~~Executive~~year ~~Officer~~ended ~~has~~December ~~assessed~~31, ~~the~~2016, ~~effectiveness~~Cash flows from Financing ofActivities ~~our~~totaled ~~internal~~$545,166. ~~control~~We ~~over~~incurred ~~financial~~net ~~reporting.~~advances Inof ~~making~~$127,348 ~~this~~from ~~assessment~~Linda Giampietro, ~~this~~an ~~officer~~Officer ~~used~~of the ~~criteria~~Company. ~~established~~We inissued ~~Internal~~Notes ~~Control—Integrated~~totaling ~~Framework~~$136,275 ~~issued~~to inunaffiliated ~~1992~~investors byand ~~the~~increased ~~Committee~~borrowings offrom ~~Sponsoring~~related ~~Organizations~~parties of ~~the Treadway Commission (COSO)~~$221,743.

AWe ~~material~~anticipate ~~weakness is a control deficiency, or combination of control deficiencies, such~~ that ~~there~~we ~~is a reasonable possibility that a material misstatement of the annual or interim financial statements~~ will ~~not~~meet ~~be prevented or detected on a timely basis. In connection with~~ our ~~Chief~~ongoing cash ~~Executive~~requirements ~~Officer’s assessment~~by ofselling our ~~internal~~equity ~~control~~securities ~~over~~or ~~financial~~through ~~reporting~~shareholder ~~described above, this officer has identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, 2015~~loans.

The Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties were ineffective. Due primarily to limited resources and the stage of growth, the Company failed to maintain appropriate controls over the selection, identification and application of GAAP related to complex accounting transaction that we have encountered, which also require detailed financial reporting. Further, nearly all aspects of our December 31, 2015 and December 31, 2014 financial reporting processes, including but not limited to access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements were performed by outside consultants without adequate oversight and review by a second individual. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely fail to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. As a result of these circumstances, the Company determined that the controls over the preparation, review and monitoring of the financial statements were ineffective to provide reasonable assurance that the financial records and related disclosures complied with accounting principles generally accepted in the United States. These factors resulted in the identification of adjustments to our December 31, 2015 and December 31, 2014 consolidated financial statements and related disclosures during the audit conducted by our independent registered public accounting firm.16

~~There~~Going ~~are currently three members of the Board of Directors, one of which is the CEO and President of the Company.~~Concern

AsAt aDecember ~~result~~31, ~~of the material weaknesses described above~~2016, ~~our~~we ~~management~~had ~~concluded~~a ~~that~~working capital asdeficit of ~~December~~approximately ~~31,~~$3.4 ~~2015~~million, weand ~~did~~an ~~not~~accumulated ~~maintain~~deficit ~~effective~~since ~~internal~~inception ~~control~~of ~~over~~approximately ~~financial reporting~~$3.4 ~~based~~million. onThese conditions ~~the~~raise ~~criteria~~substantial ~~established~~doubt inabout ~~Internal~~our ~~Control—Integrated~~ability ~~Framework~~to ~~issued~~continue byas ~~the~~a ~~COSO~~going concern.

~~This~~The ~~annual~~Company’s ~~report~~continuation ~~does~~as ~~not~~a ~~include an~~going ~~attestation~~concern ~~report~~is ofdependent upon its ability to bring the Company’s ~~registered~~products ~~public~~to ~~accounting~~market ~~firm~~and ~~regarding~~generate ~~internal~~revenues, control ~~over~~costs, ~~financial reporting.~~and ~~Management’s~~obtain ~~report~~additional ~~was~~financing, ~~not~~as ~~subject~~required toand ~~attestation~~on byreasonable ~~the~~terms. The Company’s ~~registered~~plans ~~public~~with ~~accounting~~respect ~~firm~~to ~~pursuant~~these tomatters ~~temporary~~include ~~rules~~restructuring ofits ~~the~~existing ~~Securities~~debt and ~~Exchange~~raising ~~Commission~~additional ~~that~~financing ~~permit~~through ~~the~~issuance ~~Company~~of topreferred ~~provide~~stock, ~~only~~common ~~Management’s~~stock ~~report~~and/or ~~in this annual report~~debt.

~~Plan~~The ~~for~~Company’s ~~Remediation~~goal is to increase the scope of ~~Material~~its ~~Weaknesses~~shrimp operations and generate more gross profit. through 1) deepening and diversifying our distribution channels, 2) lowering our cost of production, and 3) improving the Company’s profit margin.

InThe ~~response~~Company torequires ~~the~~immediate ~~identified~~capital ~~material~~to remain ~~weaknesses,~~viable. ~~management~~The ~~plans~~Company tocan ~~continually~~give ~~monitor~~no ~~the~~assurance ~~overall~~that ~~control~~such ~~environment~~financing ~~and~~will tobe ~~remedy~~available ~~the~~on ~~identified~~terms ~~material~~advantageous ~~weakness by consulting~~to ~~with~~the ~~third~~Company, ~~party~~or ~~accounting~~at ~~firms~~all. Should ~~with~~ the ~~appropriate~~Company ~~level~~not ofbe ~~expertise~~successful toin ~~determine~~obtaining the ~~proper~~necessary ~~application of~~financing ~~GAAP~~to ~~for~~fund ~~complex~~its ~~and~~operations, ~~non-routine~~the ~~transactions~~Company ~~where~~would ~~applicable~~need ~~and~~to ~~when~~curtail certain ~~resources~~or ~~allow~~all of its operational activities.

~~Notwithstanding~~Effects ~~the material weaknesses discussed above, the Company believes that the financial statements included in this report present fairly, in all material respects, our financial position, results~~ of ~~operations,~~Recent ~~and~~Accounting ~~cash flows for the periods presented in accordance with U.S. generally accepted accounting principles.~~Policies

~~Changes~~The FASB and the SEC have issued certain accounting standards updates and regulations that will become effective in ~~Internal~~subsequent ~~Control~~periods; ~~over~~however, management of the Company does not ~~Financial~~believe ~~Reporting~~that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during 2016 or 2015, and does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

~~There~~Critical ~~were~~Accounting noPolicies ~~changes made to our internal controls over financial reporting (as such term is defined in Rules 13a-15(e)~~ and ~~15d-15(e) under the Securities Exchange Act) during 2015 that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting.~~Estimates

~~Item~~Our 9Bconsolidated ~~Other~~financial ~~Information~~statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of the statements in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing liabilities and estimating expenses. The following is a list of what we believe are the most critical estimations that we make when preparing our consolidated financial statements.

~~Effective~~Stock-Based ~~April 11, 2016 Mr. David Rector resigned his position as board director of the Company. Mr. Rector reported that he had no disagreements with management or the Company at the time of this resignation.~~Compensation

17We report stock-based compensation under ASC 718. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.

~~PART~~We ~~III~~account for equity instruments issued to non-employees as compensation in accordance with the provisions of ASC 718 and 505, which require that each such equity instrument is recorded at its fair value on the measurement date, which is typically the date the services are performed.

~~Item~~The ~~10.~~Black-Scholes ~~Directors,~~option ~~Executive~~valuation ~~Officers,~~model ~~Promoters,~~is used ~~Control~~to ~~Persons~~estimate ~~and~~the ~~Corporate~~fair ~~Governance;~~value ~~Compliance~~of ~~with~~the ~~Section~~options ~~16(a)~~or oftheir equivalent granted. The model includes subjective input assumptions that can materially affect the ~~Exchange~~fair ~~Act~~value estimates.

~~Our~~The ~~directors~~model ~~and~~was ~~executive~~developed ~~officers~~for use in estimating the fair value of traded options or warrants that have no vesting restrictions and that are: fully transferable. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the options granted.

Name	Age	Position	Date Election to the Board *
Isaac Onn	65	Director	February 2015
Alexander Ruckdäschel	44	Director	November 2010
James Wemett	68	President and Director	February 2009

We have issued equity instruments in the past to raise capital and as a means of compensation to employees and for the settlement of debt.

* All Board members are elected to serve until the Company’s next meeting of shareholders. 17

~~Isaac~~Derivative Onn Mr. Onn was appointed to the Company’s board of directors in February 2015. Mr. Onn has more than 30 years’ experience in marketing, business development, planning, managing and providing solutions in an operation of a business. He is a member of the Israeli Bar and serves on the boards of Cybra Corp, Intellect Neusencet and Ness Energy of Israel. Mr. Onn was the CEO of G.P.A.- Fuel Services Ltd from 2001-2007 and was founder and board member for Erez Tal Bar Fuel Services Ltd from 2001-2003.Liabilities

~~Alexander~~The ~~Ruckdäschel~~Company Mrdoes not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. ~~Ruckdäschel~~The Company evaluates all of its ~~has~~financial ~~extensive~~instruments ~~experience~~to indetermine ~~international~~if ~~business~~such ~~and~~instruments ~~investments~~are derivatives or contain features that qualify as embedded derivatives. HeFor isderivative afinancial ~~venture~~instruments ~~capitalist~~that ~~and~~are ~~also~~accounted ~~serves~~for onas liabilities, the ~~Board~~derivative ofinstrument is ~~Directors~~initially ~~for~~recorded ~~several~~at ~~small~~its ~~cap~~fair ~~companies.~~value ~~Alexander~~and ~~Ruckdäschel~~then is arevalued ~~co-founder~~at ofeach ~~Blue~~reporting ~~Rock-AG~~date, awith ~~Swiss-based~~changes ~~investment~~in fair value reported in ~~manager~~the consolidated statement of operations. ~~From~~For ~~2002~~stock tobased ~~2006~~derivative hefinancial ~~was~~instruments, athe ~~Fund~~Company ~~Advisor~~estimated atthe total ~~DAC-FONDS,~~enterprise avalue ~~European~~based ~~Investment~~upon trending the firm value from December 2006 to December 2016 considering company ~~specializing~~specific factors including the changes in ~~clean~~forward ~~tech~~estimated revenues and ~~small-cap~~market factors, market multiples for comparable companies, ~~equities~~and ~~worldwide.~~the ~~Since~~Company’s ~~2003~~market share price, ~~Ruckdäschel~~all ~~has~~equally ~~also~~weighted. Once ~~served~~the asenterprise value was determined an ~~investment~~option pricing ~~advisor~~model was used to ~~Nanostart~~allocate ~~AG.~~the ~~Founded~~enterprise value to the individual derivative securities in ~~2003~~the Company’s capital structure. The classification of derivative instruments, ~~Nanostart~~including whether such instruments should be recorded ~~quickly~~as ~~became~~liabilities or equity, is evaluated at the ~~leading~~end ~~European~~of ~~venture~~each ~~investment~~reporting ~~firm~~period. Derivative instrument liabilities are classified in the ~~area~~balance ofsheet ~~nanotechnology.~~as ~~Prior~~current toor ~~2003,~~non-current ~~Ruckdäschel~~based ~~was~~on whether or not net-cash settlement of the derivative instrument could abe ~~research~~required ~~analyst~~within ~~with~~twelve ~~Dunmore~~months ~~Management,~~of the balance sheet date. The Company uses a ~~global~~Black-Scholes ~~hedge~~valuation ~~fund,~~model ~~and~~to ~~Thieme~~test ~~Associates,~~these assumptions anfor ~~investment~~reasonableness ~~advisor~~and adjusts results if necessary.

~~James~~Income Wemett Mr. Wemett is an experienced entrepreneur and consultant, involved in the formation and growth of numerous private and public companies. From July 2007 until November 2008, Mr. Wemett was a member of the Board of Directors of the Company. On February 19, 2009 Mr. Wemett became our President and the sole member of our Board of directors when the then sole holder of the Series C Convertible Preferred Stock, of NaturalNano, Inc., a Nevada corporation, elected and appointed Mr. Wemett as the Series C Director to the Company’s Board of Directors. The election was made pursuant to Section 7 of the Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series C Preferred Stock of the Company. Mr. Wemett has served in this capacity and will continue until his successor is duly appointed and qualified. In 1975 Mr. Wemett started ROC Communications, Inc., a retail distributor of electronics products, which was sold in 2001. Mr. Wemett has been a Director of Technology Innovations, LLC, since its inception in 1999, and has served on the board of OncoVista, LLC, (OVIT) a publicly traded oncology company, since June 2007. Mr. Wemett has been an active fundraiser for Camp Good Days, a non-profit summer camp for children with cancer.taxes

~~The~~We ~~Board~~account for income taxes under guidance provided by ASC 740 “Income Taxes” which prescribes a recognition threshold and ~~Committees~~a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the ~~Board~~benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

~~The~~In ~~Company~~accordance ~~does~~with ~~not~~ASC ~~currently~~740, ~~have~~interest ancosts ~~Audit~~related ~~Committee,~~to ~~Compensation~~unrecognized ~~Committee~~tax orbenefits aare ~~Nominating~~required ~~committee~~to ~~and~~be ~~has~~calculated ~~not~~(if ~~established~~applicable) ~~specific~~and ~~procedures~~would ~~for~~be ~~selecting~~classified ~~candidates for~~as ~~director.~~“Interest ~~However~~expense, net” in the ~~past~~consolidated ~~directors~~statements ~~were nominated by a majority vote~~ of ~~the Board or stockholders~~operations. ~~There~~Penalties iswould ~~also~~be norecognized ~~established procedure for shareholder communications with members of the Board or the Board~~ as a ~~whole.~~component ~~However, stockholders requests for communication are referred by the president~~ of ~~the~~“General ~~Company~~and ~~for a response~~administrative expenses.”

~~Code~~Our ofuncertain ~~Ethics~~tax positions are related to tax years that remain subject to examination by relevant tax authorities. We file income tax returns when necessary in the United States (federal) and in various state and local jurisdictions. We are no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2011.

~~The~~Item ~~Company~~7A ~~has~~Quantitative ~~adopted a Code of Ethics for the Senior Executive Officer that is applicable to our principal executive officer~~ and ~~can~~Qualitative beDisclosures ~~viewed~~About onMarket ~~our website www.naturalnano.com.~~Risk

~~Limitation~~Disclosure onunder ~~Liability~~Item ~~and~~7A ~~Indemnification of~~is ~~Directors~~not ~~and~~required ~~Officers~~of smaller reporting companies.

Our articles of incorporation provide that no director or officer shall have any liability to the Company if he or she acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances. 18

18Item 8. Financial Statements and Supplementary Data.

~~Our~~We ~~articles~~set offorth ~~incorporation~~below ~~and~~a ~~bylaws provide~~list ~~that~~of ~~we will indemnify~~ our ~~directors~~audited ~~and officers and may indemnify our employees or agents to the fullest extent permitted~~financial bystatements ~~law~~included ~~against liabilities and expenses incurred~~ in ~~connection~~this ~~with~~Annual ~~litigation~~Report inon ~~which~~Form ~~they~~10-K ~~may~~and ~~be involved because of~~ their ~~offices~~location. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Business Corporations Act provides that he or she shall be indemnified against reasonable expenses incurred in connection with the proceeding.

Compliance with Section 16(a) of the Act

Item		Page

Reports of Independent Registered Public Accounting Firms		F-1
Consolidated Balance Sheets as of December 31, 2016 and 2015		F-2
Consolidated Statements of Operations for the Year Ended December 31, 2016 and September 22, 2015 (Date of Inception) through December 31,2015		F-3
Consolidated Statements of Changes in Stockholders’ Deficiency for the Period from September 22, 2015 (Date of Inception) through December 31, 2016		F-4
Consolidated Statements of Cash Flows for the Year Ended December 31, 2016 and September 22, 2015 (Date of Inception) through December 31,2015		F-5
Notes to Consolidated Financial Statements		F-6

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our executive officers and directors and persons who own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. Such executive officers, directors and greater than ten percent stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. There were no Section 16(a) required filings during the year ended December 31, 2015. 19

~~Item~~REPORT ~~11.~~OF ~~Executive~~INDEPENDENT ~~Compensation~~REGISTERED PUBLIC ACCOUNTING FIRM

~~Summary~~To ~~Compensation~~the ~~Table~~Board of Directors and Stockholders of Omni Shrimp, Inc. (Formerly known as Natural Nano, Inc.)

~~The~~We ~~table~~have ~~set~~audited ~~forth~~the ~~below~~accompanying ~~summarizes~~consolidated balance sheets of Omni Shrimp Inc. (Formerly known as Natural Nano, Inc.) as of December 31, 2016 and 2015, and the related consolidated statements ~~compensation earned~~of ~~by our~~income, ~~named~~stockholders’ ~~executive~~equity ~~officers~~, inand cash flows for the period September 22, 2015(inception) through December 31, 2015 and the ~~2014~~year ended December 31, 2016. Omni Shrimp, Inc.'s (Formerly known as Natural Nano, Inc.’s) management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($) (a)		Bonus ($)	Stock Awards ($)(b)		Option Awards ($)(c)		Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (d)	Total ($)
James Wemett President		2015		150,000	0		62,000		0	0		0	25,000	$	237,000
James Wemett President		2014		150,000	0		32,969		0	0		0	10,000	$	192,969

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~(a)~~In ~~The~~our ~~CEO’s~~opinion, ~~board~~the ~~approved~~consolidated ~~salary~~financial isstatements ~~$150~~referred to above present fairly,~~000~~ ~~per~~in ~~annum.~~all ~~For~~material respects, the ~~years~~consolidated ~~ended~~financial ~~2015~~position ~~and~~of ~~2014~~Omni Shrimp, ~~$73~~Inc. (Formerly known as Natural Nano,~~000~~ Inc.) as of December 31, 2016 and ~~$84~~2015,~~950~~ ~~respectively~~and ~~were~~the ~~paid~~consolidated inresults ~~cash~~of its operations and ~~$77~~its cash flows for the period September 22,~~000~~ 2015(inception) through December 31, 2015 and ~~$65~~the year ended December 31,~~050~~ ~~respectively~~2016, ~~have~~in ~~been~~conformity ~~accrued~~with accounting principles generally accepted in the United States of America.

~~(b)~~ The ~~amounts~~accompanying inconsolidated financial statements have been prepared assuming that the ~~column~~company ~~“Stock~~will ~~Awards”~~continue ~~reflect~~as a going concern. As discussed in Note 2 to the ~~warrants~~consolidated ~~grant~~financial ~~date~~statements, ~~fair~~the ~~value~~Company ~~recognized~~has ~~for~~suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial ~~statement~~statements ~~reporting~~do ~~purposes~~not ~~for~~include ~~common~~any ~~stock~~adjustments ~~warrants~~that might ~~granted~~result from the outcome of this uncertainty.

~~(c)~~/s/ ~~The~~DLL ~~amounts in the column “Option Awards” reflect the grant date fair value to be recognized for financial statement reporting purposes in accordance with ASC 718~~CPAS, ~~for option awards granted pursuant to, and outside of, the NaturalNano Incentive Compensation Plans.~~LLC

~~(d)~~Savannah, ~~The amounts in the column “All Other Compensation” reflect the actual cash paid for being a member of the Board of Directors.~~GA

~~Stock~~April ~~Options~~26, 2017

~~On September 23, 2005, the Board of Directors adopted the NaturalNano, Inc. 2005 Stock Incentive Plan (the “2005 Plan.”) The 2005 Plan provides for incentive and non~~F-qualified stock options to employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The 2005 Plan is administered by the Board of Directors and authorizes the grant of 823,529 shares. The Board of Directors determines the employees and consultants who participate under the Plan, the terms and conditions of options, the option price, the vesting schedule of options and other terms and conditions of the options granted pursuant thereto.1

OnOmni ~~October 29~~Shrimp, ~~2007, the Board of Directors adopted the NaturalNano,~~ Inc. ~~Amended and Restated 2007 Stock Incentive Plan~~ (~~the~~formerly ~~“2007 Plan.”) The 2007 Plan provides for incentive and non-qualified stock options to employees~~NaturalNano, ~~the grant of non-qualified options to selected consultants and to directors and advisory board members~~Inc. The 2007 Plan is administered by the Board of Directors and authorizes the grant of 1,000,000 shares. The Board of Directors determines the employees and consultants who participate under the Plan, the terms and conditions of options, the option price, the vesting schedule of options and other terms and conditions of the options granted pursuant thereto.)

OnConsolidated ~~September~~Balance 23, 2008, the stockholders of the Company approved the NaturalNano, Inc. 2008 Incentive Stock Plan (the “2008 Plan”) pursuant to a written consent of the then majority stockholder. This action was taken by the Company without a stockholders meeting pursuant to the written consent of the holder of a majority of the voting power of the Company on September 23, 2008. The 2008 Plan provides for incentive and non-qualified stock options to employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The 2008 Plan is administered by the Board of Directors and authorizes the grant of 47,058,824 million shares of the Company’s common stock.Sheets

19(Audited)

On October 14, 2009, the Company established the 2009 Incentive Stock Plan (the “2009 Plan”) without a vote from the stockholders of the Company. The 2009 Plan provides for the grant of incentive and non-qualified stock options to employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The 2009 Plan is administered by the Board of Directors and authorizes the grant of 1,176,471 shares of the Company’s common stock.

	December 31, 2016			December 31, 2015

ASSETS
CURRENT ASSETS:
Cash	$	200,107		$
Accounts Receivable (includes $19,494 from related parties at December 31, 2016)		156,650
Inventory		119,813
Prepaid and Other		2,309

Total Current Assets		478,879			-

NON-CURRENT ASSETS
Property and Equipment, net		797

Total Non-current assets		797			-

Total Assets	$	479,676		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts Payable	$	148,847
Accrued Expenses		362,356
Accrued Interest		134,279
Accrued Dividends Payable on Series E Preferred stock		26,099			-
Convertible Notes Payable ,net of discount of $1,233,602 at December 31, 2016		734,998
Advances from Related party		127,148
Due to Related Party		221,743
Derivative liability		2,165,891

Total Current Liabilities		3,921,362			-

STOCKHOLDERS' DEFICIENCY:
Preferred Series E, 28,500 and -0- shares issued and outstanding at December 31, 2016 and 2015 respectively, par value $.001 per share, face value $35 per share, liquidation preference $1,023,599 and $-0- at December 31, 2016 and 2015, respectively		29			-
Common stock at $0.001 par value: 800,000,000 shares authorized; 3,854,185 and 300 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		3,854			300
Dividends accrued on Series E Preferred stock		(26,099	)		-
Additional paid-in capital		14,864			977
Accumulated deficit		(3,434,334	)		(1,277	)
Total Stockholders' Deficiency		(3,441,687	)		0

Total Liabilities and Stockholders' Deficiency	$	479,676		$	0

OnSee ~~June~~accompanying ~~20,~~notes 2011, the Company established the 2011 Incentive Stock Plan (the “2011 Plan”) without a vote from the stockholders of the Company. The 2011 Plan provides for the grant of incentive and non-qualified stock options to ~~employees,~~ the ~~grant of non-qualified options to selected~~consolidated ~~consultants~~financial ~~and to directors and advisory board members~~statements. ~~The 2011 Plan is administered by the Board of Directors and authorizes the grant of 1,470,588 shares of the Company’s common stock.~~

On December 21, 2011, the Company established the 2012 Incentive Stock Plan (the “2012 Plan”) without a vote from the stockholders of the Company. The 2012 Plan provides for the grant of incentive and nonF-qualified stock options to employees, the grant of non-qualified options to selected consultants and to directors and advisory board members. The 2012 Plan is administered by the Board of Directors and authorizes the grant of 1,764,706 shares of the Company’s common stock.2

InOmni ~~2014~~Shrimp, ~~the~~Inc.(formerly ~~Company awarded 160~~NaturalNano,~~000~~ ~~warrants to purchase common stock to seven consultants, the Company’s CEO and the Company’s independent board member~~Inc. These warrants grant the right to purchase one share of common stock at an exercise price of $0.42 per share. The fair market value of the 2014 warrant grants was determined using the Black-Scholes model and was measured on the respective date of grant. An expected volatility assumption of 289% has been used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.63% has been derived from the U.S. treasury yield. The market price of the Company’s common stock on the date of grant was $0.66 per share. The expiration date used in the valuation model aligns with the warrant life. The dividend yield was assumed to be zero. The fair market value of the 2014 warrants on the date of grant aggregated $105,501.)

On ~~February~~Consolidated ~~15, 2015, the Company granted~~Statements ~~a total~~ of 300,000 warrants to the Company’s board members. These warrants grant the right to purchase one share of common stock at an exercise price of $0.10 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $61,106. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.62% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.22 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero.Operations

On May 30, 2015, the Company granted a total of 375,000 warrants to the Company’s board members and one consultant. These warrants grant the right to purchase one share of common stock at an exercise price of $0.05 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $41,676. An expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.49% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.12 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero.(Audited)

The plans also provide for the granting of performance-based and restricted stock awards.

				From the date of Inception
	For the Year Ended			(September 22, 2015)
	December 31, 2016			through December 31, 2015

INCOME:
Revenue	$	2,310,573		$	-
Cost of Goods Sold		2,048,693			-

Gross Profit		261,880			-

OPERATING EXPENSES:
Professional Fees		189,359
Consulting Services		73,885
Transportation, Storage and Broker Fees		77,664
General and Administrative Expenses		27,757			1,277
Sales and Marketing		19,065

Total operating expenses		387,730			1,277

GAIN (LOSS) FROM OPERATIONS		(125,851	)		(1,277	)

OTHER INCOME (EXPENSE):
Impairment of Acquisition		(2,868,374	)
Interest expense		(850,397	)
Loss on Conversion of debt		(10,906	)
Gain on change in derivative liability		422,471

Other income (expense), net		(3,307,206	)		-

Loss before income tax provision		(3,433,057	)		(1,277	)

Income tax provision		-			-

Net (loss) - Omni Shrimp, Inc.		(3,433,057	)		(1,277	)
Accrued dividends to preferred stockholders		(26,099	)		-
Net loss applicable to common stockholders	$	(3,459,156	)	$	(1,277	)

Basic Earnings; Loss per share	$	(1.02	)	$	(4.26	)

Diluted Earnings: Loss per share common	$	(0.05	)	$	(4.26	)

Weighted average common shares outstanding
- Basic		3,366,481			300
- Diluted		67,329,611			300

InSee ~~addition~~accompanying tonotes ~~options granted under the plans described above, the Company has from time~~ to ~~time made option grants outside of~~ the ~~incentive~~consolidated ~~stock~~financial ~~plans described above~~statements. ~~These~~ options were granted outside the plan primarily because their exercise price was less than the market price of our common stock on the date of grant and the plan does not permit the grant of options at below-market prices.

~~Outstanding Equity Awards at December 31, 2015~~F-3

~~The~~Omni ~~following~~Shrimp, ~~tables~~Inc. ~~summarize information~~(formerly ~~concerning outstanding equity awards held by the named executive officer at December 31~~NaturalNano, ~~2015~~Inc.)

	Stock Warrant Awards
Name	Number of Securities underlying unexercised warrants (#) Exercisable		Number of Securities underlying unexercised warrants (#) Un-exercisable	Warrant Exercise Price($)		Warrant Expiration Date
James Wemett		2,941	None	$	51.00	01/03/2016
James Wemett		50,000	None	$	0.42	02/26/2023
James Wemett		100,000	None	$	0.42	11/29/2018
James Wemett		35,000	None	$	0.42	12/05/2018
James Wemett		50,000	None	$	0.42	05/08/2019
James Wemett		200,000	None	$	0.10	02/15/2025
James Wemett		200,000	None	$	0.05	05/30/2025

Consolidated Statement of Stockholders' Deficiency

20For the Period September 22, 2015 through December 31, 2016

	Stock Option Awards
Name	Number of Securities underlying unexercised options (#) Exercisable	Number of Securities underlying unexercised options (#) Un-exercisable	Options Exercise Price($)		Options Expiration Date
James Wemett	None	None	$	0.00	N/A

(Audited)

Certain columnar information required by Item 402(p)(2) of Regulation SK has been omitted for categories where there was no compensation awarded to, or paid to, the named director during the year ended December 31, 2015.

	Preferred Stock Series E, $0.001 Par
	Value				Common Stock, $0.001 Par Value						Dividends on			Additional						Total
	Number of				Number of						Preferred stock			Paid-in			Accumulated			Stockholders'
	Shares			Amount	Shares			Amount			Series E			Capital			Deficit			Deficiency

Balance at September 22, 2015 (Date of Inception)			$					$			$			$			$				-

Original capital contribution						300			300						977						1,277

Net loss, December 31, 2015																		(1,277	)		(1,277	)

Balance at December 31, 2015		-	$	-		300		$	300		$	-		$	977		$	(1,277	)	$	-

Elimination of common stock of Omni Shrimp upon merger						(300	)		(300	)					300			-			-

Capital Contribution from Reverse Merger		28,500		29		2,911,658			2,912						(2,941	)					-

Issuance of common stock for conversion of debt						942,527			943						16,527						17,470

Issuance of Dividends on Preferred stock Series E												(26,099	)								(26,099	)

Net loss year ended December 31, 2016																		(3,433,057	)		(3,433,057	)

Balance December 31, 2016		28,500	$	29		3,854,185		$	3,854		$	(26,099	)	$	14,864		$	(3,434,334	)	$	(3,441,687	)

~~Employment~~See ~~Agreements~~accompanying notes to the consolidated financial statements.

The Company has no formal written or oral employment agreements with the current President, James Wemett. Mr. Wemett joined the Company in the February 2009 and has agreed to provide services to the Company under an informal employment agreement.F-4

~~Compensation~~Omni ofShrimp, ~~the~~Inc. (formerly ~~Board~~NaturalNano, Inc.)

~~One~~Consolidated ofStatements ~~our Directors is also the President~~ of ~~the~~Cash Company and was paid an annual fee of $25,000 for services in 2015 and $10,000 for services provided in 2014. See Executive Compensation above. Our independent director’s received grants aggregating 125,000 and 10,000 common stock warrants in 2015 and 2014, respectively for serving as a board member. Directors are reimbursed for their reasonable expenses incurred in attending all board meetings. Not all of the board members incurred expenses in attending board meetings.Flows

~~The following table shows compensation earned for the year ended December 31, 2015 for our independent directors who are not named executive officers:~~(Audited)

DIRECTOR COMPENSATION (1)

	For the Year Ended December 31, 2016			For the Date of Inception through (September 22, 2015) through December 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(3,433,057	)	$	(1,277	)

Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of Acquisition		2,868,374
Depreciation Expense		1,063
Loss on Conversion of debt		10,906
Gain on change in derivative liability		(422,471	)
Amortization of Convertible note discount, net of prior discount		736,678
Accrued interest and derivative liability on converted debt		4,133
Changes in operating assets and liabilities:
Accounts Receivable		(156,650	)
Inventory		(119,813	)
Prepaid and Other		(2,309	)
Accounts Payable and Accrued Expenses		64,230
Accrued Interest		105,716


NET CASH USED IN OPERATING ACTIVITIES		(343,200	)		(1,277	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,860	)		-

NET CASH FROM IN INVESTING ACTIVITIES		(1,860	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:		-
Issuance of common stock for cash					1,277
Advances from Related party		127,148
Issuance of convertible debt		136,275
Issuance of Consulting Notes		60,000
Due to Related party		221,743

NET CASH PROVIDED BY FINANCING ACTIVITIES		545,166			1,277

NET CHANGE IN CASH		200,107			-

Cash at beginning of period		-			-

Cash at end of period	$	200,107			-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	-			-
Cash paid during the period for income taxes	$	-			-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for settlement of convertible debentures and accrued interest	$	5,577
Notes issued for Consulting services	$	60,000			-
Working capital deficit acquired as Cost of Acquisition on Share Exchange Agreement	$	1,094,369			-
Net debt acquired as Cost of Acquisition on Share Exchange Agreement	$	1,774,005

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)		Option Awards ($) (3)	Total ($)
Alexander Ruckdäschel (2)	none	$	15,500	none	$	15,500
Isaac Onn (3)	none	$	5,500	none	$	5,500

See accompanying notes to the consolidated financial statements.

~~(1) Certain columnar information required by Item 402(k) of Regulation S~~F-~~K has been omitted for categories where there was no compensation awarded to, or paid to, the named director during the year ended December 31, 2015.~~5

~~(2)~~Note ~~The~~1. ~~director~~Nature ~~was~~of ~~granted~~Operations ~~100,000~~and ~~warrants during the year ended December 31, 2015 with a fair market value~~ Summary of ~~$15,500~~Significant ~~determined~~Accounting ~~using the Black Scholes valuation model.~~Policies

~~(3) The director was granted 25,000 warrants during the year ended December 31, 2015 with a fair market value of $5,000 determined using the Black Scholes valuation model.~~Background

~~Item~~Omni 12Shrimp, Inc. ~~Security~~("Omni" ~~Ownership~~or the "Company" or “we”) was organized on September 22, 2015 with executive offices located in Madeira Beach, Florida on the Gulf of ~~Certain~~Mexico. ~~Beneficial~~Omni ~~Owners~~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 ~~Management~~other retail stores in the Florida, Boston and ~~Related~~New ~~Stockholder~~York ~~Matters~~markets.

~~The~~Omni ~~following~~does ~~table~~not ~~sets~~own ~~forth~~vessels ~~certain information~~nor ashave ofemployees who ~~June~~are 6,involved ~~2016~~ with ~~respect to beneficial ownership of our common stock by each stockholder known by us to be~~ the ~~beneficial~~ ~~owner~~catching, oftransporting ~~more~~or ~~than~~processing 5% of ~~our common stock and by each of our directors and executive officers and by all of the directors and executive officers as a group~~shrimp. ~~Unless~~Omni’s ~~otherwise~~business ~~indicated,~~model ~~the address of each of the persons below~~ is ~~c/o~~as ~~NaturalNano, Inc., 763 Linden Ave. Rochester, New York 14625. Unless otherwise indicated in the footnotes, shares are owned of record and beneficially by the person.~~follows:

~~For~~· ~~purposes~~We ofpurchase ~~the~~shrimp ~~following~~from ~~table,~~incoming ~~a person~~vessels is· ~~deemed~~Through tobrokers, bewe ~~the~~arrange ~~beneficial~~for ~~owner~~sales ofto ~~any~~distributors. ~~shares~~· ofWe ~~common~~refrigerate ~~stock~~as ~~(a)~~inventory ~~over~~that ~~which~~we ~~the~~cannot ~~person~~immediately ~~has~~sell or· ~~shares,~~We ~~directly~~process ~~or indirectly,~~at ~~voting or investment power, or (b) of which the person has~~ a ~~right~~facility toin ~~acquire~~Louisiana ~~beneficial~~if ~~ownership~~purchasers atrequire ~~any~~certain ~~time~~needs ~~within 60 days after June 6, 2016~~(e.g.- ~~“Voting~~shrimp ~~power”~~are ~~is the power~~ to ~~vote~~be orheadless) ~~direct~~· ~~the~~We ~~voting~~send ofdirectly ~~shares and “investment power” includes the power~~ to ~~dispose~~customers ~~or direct~~ the ~~disposition of shares.~~remainder

21Material Definitive Agreement

Beneficial Owner	Number of Shares Beneficially Owned (1)		Percent of Class (2)
Directors and Executive Officers:
James Wemett President and Director (3)(4)(5)		674,175		21	%
Alexander Ruckdäschel Director		290,000		9	%
Isaac Onn Director		25,000		1	%
All Directors and Executive Officers as a group (3 persons) (3) (4)		555,295		16	%
Other 5% Beneficial Owners
None

Issuance of Series E Preferred Stock for outstanding shares of Omni Shrimp, Inc.

1)On ~~Except~~June as23, ~~set~~2016 ~~forth~~(the ~~below~~"Effective Date"), all of the ~~persons~~shareholders ~~named~~of inOmni ~~the~~entered ~~table~~into ~~have~~a ~~sole~~Share ~~voting~~Exchange ~~and~~Agreement ~~investment~~(the ~~power~~"Exchange Agreement") with ~~respect~~NaturalNano, Inc. (OTC PK: NNAN) , pursuant to which the shareholders exchanged with the Company all of the outstanding shares ~~shown~~of asstock ~~beneficially~~of Omni and Omni thereupon became a wholly owned bysubsidiary ~~them~~of NNAN. In consideration for the exchange of those OMNI shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of NNAN (the "Series E Preferred Stock").

2)The ~~Applicable~~transaction ~~percentage~~closed ~~of ownership is based~~ on ~~2,911,658~~the ~~shares~~Effective ~~outstanding on June 6, 2016 together with applicable options and warrants for such stockholder~~Date. The ~~Shares~~Period ~~subject~~between ~~to conversion currently exercisable or exercisable within 60 days are included in~~ the ~~number~~Effective ofDate ~~shares beneficially owned~~ and ~~are~~December ~~deemed outstanding for purposes of computing the percentage ownership of the person holding such options~~31, ~~but~~2016 ~~are~~shall ~~not~~heretofore ~~deemed~~been ~~outstanding~~referred ~~for~~to ~~computing~~as the ~~percentage~~“Acquisition ~~of any other stockholder~~Period.”

3)The ~~Includes~~Exchange ~~(i)~~Agreement 2is being accounted for as a reverse-merger and recapitalization. The Company is the acquirer for financial reporting purposes,~~941~~ ~~warrants~~and Omni is the acquired company. Consequently, the assets, liabilities and operations that will be reflected in the historical financial statements prior to ~~purchase~~the ~~shares~~Merger will be those of ~~common~~the ~~stock~~Company and will be recorded at ~~$51.00~~the ~~per~~historical ~~share~~cost ~~(ii)~~basis ~~185~~of the Company,~~000~~ ~~warrants~~and tothe ~~purchase~~consolidated ~~shares~~financial statements after completion of ~~common~~the ~~stock~~Merger atwill ~~$0.42~~include ~~per~~the ~~share~~assets, liabilities and ~~(iii)~~results ~~200,000~~of ~~warrants~~operations of the Company up to ~~purchase~~the ~~shares~~day prior to the closing of ~~common~~the ~~stock~~Merger atand $0the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger.10 ~~per~~The ~~share~~annexed unaudited pro forma combined financial information is based on individual historical financial statements of the Company and Omni prepared under U.S. GAAP as adjusted to give effect to the Merger.

4)Assumption ~~Includes currently exercisable options to purchase 196 shares~~ of ~~common~~Liabilities ~~stock~~upon ~~at $255.00 per share held by Technology Innovations, LLC (“TI”). Our current Board member, James Wemett is an equity holder of TI, which previously owned 56.3% of our outstanding common stock.~~Acquisition

5)The ~~On June 10, 2013 the~~ Company ~~obtained~~agreed ~~the~~to ~~consent~~assume ofapproximately ~~the holders of the majority of the outstanding preferred shares for the creation of a Series D Preferred Stock~~$2.8 ~~The~~million ~~holder~~in ofliabilities from the ~~Series~~predecessor ~~D Preferred Stock is entitled to a 51% vote on all matters submitted to a vote of the shareholders of the Company~~entity. ~~There~~Please ~~are~~see noNote ~~other rights or preferences attached to the Series D Preferred Stock~~11. OnCommitments ~~July 1, 2013, the Company issued 100 shares of the Company’s Series D Preferred Stock to Jim Wemett, the sole officer~~ and aContingencies ~~director~~for ofdetails ~~the Company. Such securities were issued under Section 4(2)~~ of ~~the~~these ~~Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission~~liabilities.

~~Item~~Cancellation ~~13.~~of ~~Certain~~Series ~~Relationships~~B ~~and~~Preferred ~~Related~~Stock ~~Transactions,~~ and ~~Director~~Series ~~Independence~~D Preferred Stock

~~Certain~~The ~~Relationships~~Company ~~and~~cancelled ~~Related~~the ~~Transactions~~following shares of Preferred Stock owned by the former Chief Executive of NaturalNano, Inc., James Wemett:

~~NONE~~· 5,000 shares of Series B Preferred Stock

~~Director~~· ~~Independence~~100 shares of Series D Preferred stock

~~Although~~In weconsideration ~~are not subject to the rules or requirement of the American Stock Exchange (“AMEX”), we have, generally speaking, looked to those rules~~ for ~~guidance as~~this ~~to which members of our Board qualify as “independent directors.” Under these rules~~cancellation, ~~an “independent director” is a person, other than an officer or employee of~~ the Company orissued ~~any parent or subsidiary~~2,000,000 ~~who~~warrants ~~has~~at ~~been~~$.05 ~~affirmatively~~per ~~determined by~~share ~~our~~for ~~Board of Directors not to have~~ a ~~material~~period ~~relationship with us that would interfere with the exercise~~ of ~~independent~~six ~~judgment~~years. As ~~determined by AMEX, the following persons would not be deemed independent:~~

a)Mr. aWemett ~~director~~exercised ~~who~~these ~~is,~~warrants oron ~~during~~a ~~the~~cashless ~~past~~exercise ~~three~~basis and ~~years~~these ~~was,~~shares ~~employed~~were byissued ~~the~~and ~~Company~~included orin bythe ~~any~~share ~~parent~~count orat ~~subsidiary~~December of31, 2016. For the ~~Company~~year, ~~other~~Mr. ~~than~~Wemett ~~prior~~received ~~employment~~approximately $63,000 asin anstock ~~interim~~based ~~Chairman~~compensation orthrough ~~CEO;~~warrant exercise.

b) a director who accepts or has an immediate family member who accepts any payments from the Company or any parent or subsidiary of the Company in excess of $100,000 during the current or any of the past three years, other than compensation for board service, compensation paid to an immediate family member who is a nonF-~~executive employee, non-discretionary compensation, certain requirement payments and a limited number of other specified types of payments;~~6

c)Liquidity aand ~~director~~Going ~~who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any parent or subsidiary of the Company as an executive officer;~~Concern

d)Going aConcern ~~director~~- ~~who~~The ~~is,~~accompanying orconsolidated ~~has~~financial anstatements ~~immediate~~have ~~family~~been ~~member~~prepared ~~who~~on ~~is,~~ a ~~partner~~going inconcern basis, orwhich acontemplates ~~controlling~~the ~~shareholder~~realization of orassets anand ~~executive~~the ~~officer~~satisfaction of, ~~any~~liabilities ~~organization~~in tothe ~~which~~normal ~~the~~course of business. The Company ~~made,~~generated ora ~~from~~net ~~which~~loss for the ~~Company~~year ended ~~received~~December 31, ~~payments~~2016 ~~(other~~of ~~than~~approximately ~~those~~$3,433,000, ~~arising~~had ~~solely~~negative ~~from~~working ~~investments~~capital inof $3,441,687 and a stockholders’ deficiency of $3,441,687 at December 31, 2016. Since inception the Company’s ~~securities~~growth has orbeen ~~payments~~funded ~~under~~through a combination of convertible and non-~~discretionary~~convertible ~~charitable~~debt ~~contribution~~from ~~matching~~private ~~programs)~~investors ~~that~~and ~~exceed~~from 5%cash advances under its outstanding lines of credit. These factors, among others, may indicate that the ~~organization~~Company will be unable to continue as a going concern for a reasonable period of time. The Company’s ~~consolidated~~continuation ~~gross~~as ~~revenues~~a ~~for~~going ~~that~~concern ~~year~~is dependent upon its ability to generate sufficient cash flow to meet its obligations, orto ~~$200~~obtain additional financing,~~000,~~ ~~whichever~~renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is ~~more,~~uncertain. inThe financial statements do not include any ofadjustments ~~the~~that ~~most~~might ~~recent~~result ~~three~~from ~~years;~~the uncertainty.

e)The aCompany’s ~~director~~management ~~who~~and ~~is,~~Board orof Directors ~~has~~continue to actively assess the Company's operating structure with an ~~immediate~~objective ~~family~~to ~~member~~reduce ~~who~~ongoing isexpenses, ~~employed~~increase sources asof anrecurring ~~executive~~revenue ~~officer~~as orwell ~~any~~as ~~other~~seeking ~~entity~~additional ~~where~~debt ator ~~any~~equity ~~time~~financing. The ~~during~~Company ~~the~~will ~~most~~continually ~~recent~~evaluate funding ~~three~~options ~~years~~including ~~any~~additional offerings of ~~the~~its ~~Company’s~~securities ~~executive~~to ~~officers~~private ~~serve~~and oninstitutional ~~that~~investors ~~entity’s~~and ~~compensation~~other ~~committee;~~credit ~~and~~facilities as ~~Company’s~~they ~~audit~~become atavailable. ~~any~~There ~~time~~can ~~during~~be ~~any~~no ofassurance as to the ~~past~~availability ~~three~~or ~~years~~terms upon which such financing alternatives might be available.

~~Our~~Basis ~~board~~of ~~has determined that Mr. Ruckdäschel and Mr. Onn are deemed “independent directors.”~~Presentation

22As a result of the reverse acquisition, the accompanying consolidated financial statements include the operations and results of Omni Shrimp, Inc. These are the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statement of Shareholders’ Deficiency and the Consolidated Statement of Cash Flows.

~~Item~~In ~~14.~~the ~~Principal~~opinion ~~Accountant~~of ~~Fees~~Management, the information furnished in these financial statements reflects all activity, including adjustments, necessary for a fair reflection of the Company’s financial position and ~~Services~~activity for the years audited. Information for 2016 reflects all activity at Omni Shrimp, Inc. from January 1, 2016 through December 31, 2016. Information for 2015 reflects all activity at Omni Shrimp, Inc. from the Date of Inception (September 22, 2015) through December 31, 2015.

~~The~~Year ~~aggregate fees billed or expected to be billed by for services performed by Freed Maxick CPAs, P.C. for the years ended December 31, 2015 and 2014 are as follows:~~End

	2015		2014
Audit Fees	$	54,175	$	58,500
Tax Fees	$	none	$	none

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and has adopted a year-end of December 31.

~~AUDIT~~Use ~~FEES~~of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The ~~aggregate~~preparation ~~audit~~of ~~fees~~financial ~~for~~statements ~~the years~~in ~~ended~~conformity ~~December~~with ~~31,~~accounting ~~2015~~principles ~~and~~generally ~~2014~~accepted ~~were~~in ~~primarily~~the ~~related~~United States of America requires management to ~~the~~make ~~audit~~estimates and ofassumptions that affect the ~~Company's~~reported ~~annual~~amounts ~~financial~~of ~~statements~~assets and ~~review~~liabilities and disclosure of contingent assets and liabilities ~~those~~at the date(s) of the financial statements ~~included~~and in the ~~Company's~~reported ~~quarterly~~amounts ~~reports~~of onrevenues ~~Forms~~and ~~10Q~~expenses during the reporting period(s).

~~AUDIT~~Critical ~~RELATED~~accounting ~~FEES~~estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements were:

~~The~~(iii) Assumption as a going concern: Management assumes that the Company ~~did~~will ~~not~~continue ~~engage~~as ~~Freed~~a ~~Maxick CPAs~~going concern, ~~P.C.~~which tocontemplates ~~provide~~continuity ~~any~~of ~~other~~operations, ~~services~~realization ~~during~~of ~~the~~assets, ~~last~~and ~~two~~liquidation ~~years~~of ~~other~~liabilities ~~than~~in ~~reported~~the ~~above~~normal course of business.

~~TAX~~(iv) ~~FEES~~Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

~~The~~Those ~~Company~~significant ~~did~~accounting ~~not~~estimates ~~engage~~or ~~Freed Maxick~~assumptions ~~CPAs,~~bear ~~P.C.~~the risk of change due to ~~provide~~the ~~tax~~fact ~~compliance,~~that ~~tax~~there ~~advice~~are uncertainties attached to those estimates or ~~tax~~assumptions, ~~planning~~and ~~services~~certain ~~during~~estimates or ~~the~~assumptions ~~last~~are ~~two~~difficult ~~years~~to measure or value.

~~ALL OTHER FEES~~F-7

~~The~~Management ~~Company~~bases ~~did~~its ~~not~~estimates ~~engage~~on ~~Freed~~historical experience ~~Maxick~~and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole ~~CPAs~~under the circumstances, ~~P.C.~~the toresults ~~provide~~of ~~any~~which ~~other~~form ~~services~~the ~~during~~basis for making judgments about the ~~last~~carrying ~~two~~values ~~years~~of ~~other~~assets ~~than~~and ~~reported~~liabilities that ~~above~~are not readily apparent from other sources.

~~Pre-Approval~~Management ~~Policies~~regularly evaluates the key factors and ~~Procedures~~assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

InActual ~~the~~results ~~absence~~could ofdiffer anfrom ~~Audit~~those Committee, the Board of Directors approves all audit and non-audit services provided by the independent auditors and shall not engage the independent auditors to perform the specific non-audit services prescribed by law or regulationestimates.

23Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of December 31, 2016.

~~Item~~Allowance 15for Doubtful Accounts: The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our customers’ financial condition. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized accounts receivable to the amount we reasonably believe will be collected. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts

Exhibit No.	Description	Location
2.1	Agreement and Plan of Merger among NaturalNano, Inc. Cementitious Materials, Inc. and Cementitious Acquisitions, Inc.	(1)
3.1	Fourth Amended Restated Articles of Incorporation Dated December 19, 2014	*
3.2	The Third Amended and Restate By-laws of NaturalNano, Inc.	*
3.3	Form of Certificate of Amendment to the Articles of Incorporation	*
4.16.1	Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series A Preferred Stock	*
4.17	Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series B Preferred Stock	*
4.18	Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series C Preferred Stock	*
14.1	Code of Ethics for CEO and Senior Financial Officer	*
21.1	Subsidiaries	*
10.1	10/21/15 Marlin Capital Investments LLC debt conversion notice	**
10.2	03/10/2016 Marlin Capital Investment LLC debt conversion notice	**
10.3	12/28/2015 Cape One master Fund II 8% convertible promissory note $41,373	**
10.4	12/28/2015 Cape One master Fund II 8% convertible promissory note $63,217	**
10.5	12/28/2015 Cape One master Fund II 8% convertible promissory note $71,614	**
10.6	12/28/2015 Cape One master Fund II 8% convertible promissory note $167,796	**
10.7	Forbearance Agreement effective 11/30/15 with Alpha Capital	**
10.8	Forbearance Agreement effective 11/30/15 with Bull Hunter Capital	**
10.9	Forbearance Agreement effective 11/30/15 with Marlin Capital Investments	**
10.10	04/11/16 Board Resignation Mark Rector
23.1	Consent of Freed Maxick CPAs, P.C.	**
31.1	Certificate of principal executive officer and principal accounting officer pursuant to section 302 of the Sarbanes-Oxley act of 2002	**
32.1	Certificate of principal executive officer and principal accounting officer pursuant to section 906 of the Sarbanes-Oxley act of 2002	**
101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Stockholders’ Deficiency, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements
101.INS	XBRL Instance Document	**
101.SCH	XBRL Taxonomy Extension Schema Document	**
101CAL	XBRL Taxonomy Extension Calculation Linkbase Document	**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	**

F-8

* Previously filedInventories

**Inventories ~~Filed~~are ~~herewith~~stated at the lower of cost or market. All of our other inventories are valued using the first-in, first-out (“FIFO”) method. The Company evaluates inventory quarterly for reserves for obsolescence.

~~(1)~~The ~~Incorporated~~Company byuses ~~reference~~the toFirst-In ~~Exhibit~~First ~~2.1~~Out tomethod ~~Current~~of ~~Report~~accounting onfor its ~~Form~~inventory 8cost-Kflow ~~filed September 30, 2005~~assumption.

~~(2)~~There ~~Incorporated~~was byno ~~reference~~inventory toat ~~Exhibit~~December ~~10.1 to Current Report on Form 8-K filed June 26~~31, ~~2014~~2015.

~~(3)~~Property, ~~Incorporated~~Plant byand ~~reference to Exhibit 10.2 to Current Report on Form 8-K filed June 26, 2014~~Equipment

24Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. At this time, the Company has not Property Plant and Equipment.

~~SIGNATURES~~Start-Up Costs: In accordance with ASC 720, “Start-up Costs”, the company expenses all costs incurred in connection with the start-up and organization of the company.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.F-9

Signature	Title	Date
/s/James Wemett	President and Director	June 9, 2016
James Wemett	(Principal Executive Officer)
	and
	Chief Financial Officer
	(Principal Accounting Officer)

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including land, equipment, goodwill and investments, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. No impairment was recognized during the year ended December 31, 2016 and 2015.

~~Pursuant~~Revenue toRecognition: ~~the~~The ~~requirements of the Securities Exchange Act of 1934, that this report be signed by the~~ Company~~’s principal executive officer(s), principal financial officer(s),~~ ~~controller~~recognizes orrevenue ~~principal~~during ~~account officer and at least a majority of~~ the ~~members~~period ofin ~~the~~which ~~Company’s~~fish ~~Board~~are ofdelivered ~~Directors,~~to ~~this report has been signed below, by~~ the ~~following persons, on behalf of the registrant, and in the capacities and on the dates indicated~~customer.

Signature	Title	Date
/s/ James Wemett	President and Director	June 9, 2016
James Wemett	(Principal Executive Officer)
	and
	Chief Financial Officer
	(Principal Accounting Officer)
/s/ Alexander Ruckdäschel	Director	June 9, 2016
Alexander Ruckdäschel
/s/ Isaac Onn	Director	June 9, 2016
Isaac Onn

Income Taxes

25The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

~~NATURALNANO~~The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, ~~INC~~the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

~~CONSOLIDATED~~The ~~FINANCIAL~~estimated ~~STATEMENTS~~future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Report of independent registered public accounting firm		F-2
Consolidated balance sheets		F-3
Consolidated statements of operations		F-4
Consolidated statements of stockholders’ deficiency		F-5
Consolidated statements of cash flows		F-6
Notes to consolidated financial statements		F-7 – F-18

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

FFair Value of Financial Instruments: FASB ASC 825, "Financial Instruments," requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2016 and December 31, 2015, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-1term nature of the instruments or interest rates, which are comparable with current rates.

~~Report of Independent Registered Public Accounting Firm~~F-10

ToFair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the ~~Board~~inputs ofto ~~Directors~~valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and ~~Stockholders~~the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are:

~~NaturalNano,~~Level ~~Inc~~1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

WeLevel ~~have~~2: ~~audited~~Inputs ~~the~~to ~~accompanying consolidated balance sheets of NaturalNano, Inc. and Subsidiary as of December 31, 2015 and 2014, and~~ the ~~related~~valuation ~~consolidated statements~~methodology of operations, stockholders’ deficiency, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.include:

We· ~~conducted~~Quoted ~~our~~prices ~~audits~~for insimilar ~~accordance~~assets ~~with the~~or ~~standards~~liabilities ofin ~~the~~active ~~Public~~markets; ~~Company~~· ~~Accounting~~Quoted ~~Oversight~~prices ~~Board~~for ~~(United~~identical ~~States).~~or ~~Those~~similar ~~standards~~assets ~~require~~or ~~that~~liabilities wein ~~plan~~inactive ~~and~~markets; ~~perform the~~· ~~audit~~Inputs toother ~~obtain~~than ~~reasonable~~quoted ~~assurance~~prices about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~appropriate~~observable ~~in the circumstances, but not~~ for the ~~purpose~~asset ofor ~~expressing~~liability; an· ~~opinion~~Inputs onthat ~~the~~are ~~effectiveness~~derived ofprincipally ~~the~~from ~~Company’s~~or ~~internal~~corroborated ~~control~~by ~~over financial~~observable ~~reporting.~~market ~~Accordingly,~~data we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by ~~management,~~correlation asor ~~well~~other ~~as evaluating the overall financial statement presentation~~means. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InIf ~~our opinion,~~ the ~~consolidated~~asset ~~financial statements~~or ~~referred~~liability tohas ~~above~~a ~~present~~specified ~~fairly~~(contractual) term, ~~in all material respects,~~ the ~~financial~~level ~~position~~2 ofinput ~~NaturalNano,~~must ~~Inc.~~be ~~and~~observable ~~Subsidiary as~~for ofsubstantially ~~December 31, 2015 and 2014, and~~ the ~~results~~full term of ~~its operations and its cash flows for~~ the ~~years~~asset ~~then~~or ~~ended in conformity with United States generally accepted accounting principles~~liability.

~~The~~Level ~~accompanying~~3: ~~consolidated~~Inputs ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1~~ to the ~~consolidated financial~~valuation ~~statements, the Company has suffered recurring losses from operations, has negative working capital, a stockholders’~~methodology ~~deficiency,~~are ~~has~~unobservable ~~experienced recurring defaults related to various provisions of debt instruments,~~ and ~~will~~significant ~~be dependent on extending the terms of its existing financing and obtaining future financing. This raises substantial doubt about the Company’s ability~~ to ~~continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from~~ the ~~outcome~~fair ofvalue ~~this uncertainty~~measurement.

/The asset's/ ~~Freed~~or ~~Maxick~~liability's ~~CPAs,~~fair Pvalue measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.C. Valuation ~~Buffalo,~~techniques ~~New~~used ~~York~~need ~~June~~to 9,maximize ~~2016~~the use of observable inputs and minimize the use of unobservable inputs.

~~F-2~~When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the period from January 1, 2016 through December 31, 2016, there were no transfers of financial assets or financial liabilities between the hierarchy levels.

~~NaturalNano~~There were no assets and liabilities remeasured at fair value on a recurring basis as of December 31, ~~Inc~~2016.

~~CONSOLIDATED~~Earnings ~~BALANCE~~per ~~SHEETS~~Common Share: We compute net (loss) per share in accordance with FASB ASC 260, Earning per Share. FASB ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period.

	December 31,
	2015			2014
Assets
Current assets:
Cash	$	4,743		$	-
Accounts and notes receivable, net		-			5,036
Inventory, net		98,200			231,764
Prepaid expenses and other current assets		7,040			73,140
Total current assets		109,983			309,940
Total Assets	$	109,983		$	309,940
Liabilities and Stockholders' Deficiency
Liaiblities
Current Liabilities
Notes payable (Note 2)	$	1,929,941		$	1,534,946
Accounts payable		476,127			572,128
Accrued expenses		101,544			97,095
Accrued interest		506,598			239,937
Accrued payroll		1,151,448			1,068,448
Registration rights liability		12,324			12,324
Derivative liability (Note 4)		687,014			387,721
Total current liabilities		4,864,996			3,912,599
Total Liabilities		4,864,996			3,912,599
Rights to reserved common shares		-			559,289
Preferred Stock - $.001 par value, 10 million shares authorized
Series B - 5,000 shares issued and outstanding with an aggregate liquidation preferance of $10		1,199			2,131
Commitments and contingencies		-			-
Stockholders' Deficiency
Common Stock - $.001 par value 800,000,000 authorized with 2,293,502 and 2,093,502 shares issued and outstanding respectively		2,294			2,094
Series D - issued and outstanding 100 shares		-			-
Additional paid in capital		21,953,148			21,454,431
Accumulated deficit		(26,711,654	)		(25,620,604	)
Total stockholders' deficiency		(4,756,212	)		(4,164,079	)
Total liabilities and stockholders' deficiency	$	109,983		$	309,940

As of December 31, 2016 there were 259,973,097 shares underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with lenders. Some of these agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments.

~~See~~Recent ~~notes~~Accounting toPronouncement: The Company has evaluated new relevant accounting for possible impact on our consolidated financial statements and deemed their impact to be immaterial or non-applicable to the Company.

~~F-3~~Note 2. Going Concern

~~NaturalNano~~The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, ~~Inc~~which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company does not have a long period of continued operations and has supported its operations to date through loans from entity with shared ownership. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~F-11

	For the years ended
	December
	2015			2014
Income:
Revenue	$	368,066		$	193,606
Cost of good sold		157,134			62,922
Gross Profit		210,932			130,684
Operating expenses:
Research and development		4,584			40,076
General and administrative excluding stock compensation expense (SCE)		518,548			554,090
SCE warrants for services		102,782			105,501
		625,914			699,667
Loss from operations		(414,982	)		(568,983	)
Other income (expense):
Interest expense (net)		(266,661	)		(301,614	)
Net loss on derivative liability		(164,480	)		(355,302	)
Loss on exchange of share rights for debt		(304,727	)		-
Gain on forgiveness of liability		9,800			4,107,646
Other income (expense)		50,000			(200,000	)
		(676,068	)		3,250,730
(Loss) income before income taxes	$	(1,091,050	)	$	2,681,747
Income taxes		-			-
Net (loss) income	$	(1,091,050	)	$	2,681,747
(Loss) income per common share - basic	$	(0.52	)	$	1.34
(Loss) income per common share - diluted		na		$	0.36
Weighted average shares outstanding: Basic		2,102,391			1,995,172
Fully Diluted		na			7,572,514

Given the nascent nature of the Company’s operations, we believe it is difficult to forecast demands for cash at this time; The Company's cash position may not be significant enough to support the Company's daily operations. If necessary, management plans to raise additional capital through the issuance of common stock, issuance of debt or through any other means management feels is appropriate. management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

~~See~~The ~~notes~~financial statements do not include any adjustments that might be necessary if the Company is unable to ~~consolidated~~continue ~~financial~~as ~~statements~~a going concern

F-412

~~NaturalNano,~~Note ~~Inc~~3. Accounts Receivable

~~CONSOLIDATED~~Accounts ~~STATEMENT~~Receivable OFtotaled ~~STOCKHOLDERS’~~$156,650 as ~~DEFICIENCY~~of December 31, 2016. The Company has no set up any reserve against accounts receivable at this time. Accounts receivable represent sales of shrimp not yet paid for. Sales terms vary with each contract but payment is on average received within 30 days. Included in Accounts receivable at December 31, 2016 are $19,494 from a related party.

~~FOR~~Note ~~THE~~4. ~~YEARS ENDED DECEMBER 31, 2015 AND 2014~~ Inventory

					Series D				Additional
	Common Stock				Preferred Stock				Paid in			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficiency
Balance at January 1, 2014		1,847,797	$	1,848		100	$	-	$	21,729,238		$	(28,302,351	)	$	(6,571,265	)
Fractional shares issued in reverse split		1,923		2		-		-		(2	)		-			0
Issuance of common stock for interest		100,000		100		-		-		11,900			-			12,000
Series C preferred shares convertrd to common shares and change in value		143,782		144		-		-		114,500			-			114,644
Series B preferred shares converted to commons stock and change in value		-		-		-		-		(1,706	)		-			(1,706	)
Warrants issued for services		-		-		-		-		105,501			-			105,501
Change in value of rights reserved for common shares		-		-		-		-		(505,000	)		-			(505,000	)
Net income for the year ended December 31, 2014		-		-		-		-		-			2,681,747			2,681,747
Balance at December 31, 2014		2,093,502		2,094		100		-		21,454,431			(25,620,604	)		(4,164,079	)
Series B preferred shares change in value		-		-		-		-		932			-			932
Issuance of common stock for debt		200,000		200		-		-		9,800			-			10,000
Warrants issued for services		-		-		-		-		102,782			-			102,782
Change in value of rights reserved for common shares		-		-		-		-		385,203			-			385,203
Net loss for the year ended December 31, 2015		-		-		-		-		-			(1,091,050	)		(1,091,050	)
Balance at December 31, 2015		2,293,502	$	2,294		100	$	-	$	21,953,148		$	(26,711,654	)	$	(4,756,212	)

Inventory represents the cost of shrimp caught but not yet sold. Shrimp may be retained for up two years in a refrigerated environment. Inventory totaled $119,813 at December 31, 2016.

~~See~~Note ~~notes~~5. toProperty ~~consolidated~~and ~~financial~~Equipment, ~~statements~~ Net

~~F-5~~Property and equipment consist of the following at December 31, 2016 and 2015:

NaturalNano, Inc.

	2016			2015
Property and Equipment	$	1,860		$	-
Accumulated depreciation		(1,063	)		-
Property and equipment, net	$	797		$	-

~~CONSOLIDATED~~Property ~~STATEMENTS~~and OFEquipment ~~CASH~~is ~~FLOWS~~Office furniture and equipment located at our Madeira Beach headquarters. Depreciation expense on property and equipment for the years ended December 31, 2016 and 2015,was $1,063 and $-0- respectively.

	Years ended
	December 31,
	2015			2014
Cash flows from operating activities
Net (loss) income	$	(1,091,050	)	$	2,681,747
Adjustments to reconcile net (loss) income to net cash used in operating activities
Net gain on extinguishment /modification of debt		-			(4,032,609	)
Non-cash gain on forgiveness of debt		(9,800	)		(75,037	)
Change in fair value of derivative liabilities		164,480			355,302
Issuance of warrants for services		102,782			105,501
Provision for excess inventory		83,100			-
Provision for reserve on receivable from MJ Enterprise		-			200,000
Gain on sale of equipment		(50,000	)		-
Loss on exchange of share rights for debt		304,727			-
Change in operating assets and liabilities:
Decrease in accounts receivable		5,036			18,170
Decrease (increase) in inventory		50,464			(218,518	)
Decrease (increase) in other current assets		66,100			(66,100	)
Increase (decrease) in accounts payable, accrued payroll and accrued expenses		267,904			557,534
Net cash used in operating activities		(106,257	)		(474,010	)
Cash flows from investing activities
Loan to MJ Enterprises		-			(200,000	)
Gain on sale of equipment		50,000			-
Net cash provided (used) by investing activities		50,000			(200,000	)
Cash flows from financing activities
Proceeds from convertible notes		61,000			974,010
Payment on debt extinguishment		-			(300,000	)
Net cash provided by financing activities		61,000			674,010
Increase in cash		4,743			-
Cash at beginning of the year		-			-
Cash at the end of the year	$	4,743		$	-
Schedule of non-cash investing and financing activities
Common stock issued for convertible notes	$	10,000		$	-
Common stock issued for interest	$	-		$	12,000
Share rights issued for debt extinguishment	$	-		$	54,289
Debt issued in exchange for share rights	$	344,000		$	-

Note 6. Convertible Notes Payable

~~See~~Convertible ~~notes~~Notes topayable ~~consolidated~~totaled ~~financial~~$734,998 at ~~statements~~December 31, 2016. as follows:

~~F-6~~Total convertible debt at December 31, 2016 was as follows;

NaturalNano, Inc.

Assumption of convertible debt per Surrender and Exchange Agreement	$	1,428,325
Cape One Master Fund II LLP Convertible Promissory note		344,000
Cash Financings		136,275
Consulting Notes		60,000
Less: Unamortized Discount		(1,233,602	)

Total Convertible debt at December 31, 2016	$	734,998

~~NOTES~~Assumption TOof ~~CONSOLIDATED FINANCIAL~~Convertible ~~STATEMENTS~~Notes Per Surrender and Amendment Agreement

~~December~~The 31following 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. ~~2015~~Subsequent to these reductions, the amounts owed to these creditors, which were assumed by Omni were as follows:

$1~~. PRINCIPAL~~,430,005 ~~BUSINESS~~in ~~ACTIVITY~~convertible ~~AND~~notes ~~SIGNIFICANT~~payable ~~ACCOUNTING~~as ~~POLICIES~~detailed below

~~Basis~~$28,563 ofin accrued interest (accounted ~~Consolidation~~for as accrued interest on the Balance sheet at December 31, 2016)

The consolidated financial statements include the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiary NaturalNano Research, Inc. (“NN Research”) a Delaware corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Date Issued	Description	Purchaser	Original Amount		Face value Outstanding at December 31, 2016

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Alpha Capital Anstalt, LLC	$	900,000	$	900,000

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Marlin Capital LLC	$	210,000	$	210,000

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Bull Hunter LLC	$	140,000	$	140,000

6/29/16	Interest at the rate of 10%, and convertible into the Company’s common stock at a 50% discount of the lowest closing bid price during the 30 trading days prior to conversion.	Oscaleta Partners LLC	$	180,005	$	178,325

	Total Convertible debt from Surrender and Amendment Agreement		$	1,430,005	$	1,428,325

~~Description~~The Company accounted for the assumption of the ~~Business~~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 is 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. 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 balance was $93,762. These notes mature on December 31, 2017 and bear an interest rate of 10%.

~~Nanotechnology~~Cape One Master Fund II LP Convertible Promissory Notes

~~The~~Omni ~~Company,~~assumed ~~located in Rochester~~$344,000 ~~New~~of ~~York,~~convertible isnotes ~~engaged~~owed ~~in the development and commercialization of material science technologies with an emphasis on additives~~ to ~~polymers and~~Cape ~~other~~One ~~industrial~~Master ~~and~~Fund ~~consumer~~II ~~products by taking advantage of technology advances developed in-house~~LP. The ~~Company’s~~Notes ~~current activities~~have ~~are~~a ~~directed~~face ~~toward~~value ~~research,~~of ~~development~~$344,000, ~~production~~carry ~~and~~an ~~marketing~~8% ofinterest ~~its~~rate, ~~proprietary technologies relating to the~~mature ~~treatment~~on ~~and~~June ~~separation~~30, of2017 ~~nanotubes from halloysite clay~~ and ~~the~~are ~~development~~convertible ofat ~~related~~$.02 ~~commercial~~per ~~applications for cosmetics, health and beauty products and polymers, plastics and composites~~share.

~~ViralProtec~~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 is 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. 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 balance was $120,980

InCash the fourth quarter of 2014, the Company announced the new business line, ViralProtec, (www.viralprotec.com) a division of NaturalNano. ViralProtec, is a reseller for healthcare personal protective equipment (PPE) and ancillary supplies. Our mission is to provide personal protective equipment for caregivers for infectious patient care that meet or exceed CDC and WHO guidelines. ViralProtec was created in response of the public concern and publicity surrounding the risk to caregivers and other responders created by the Ebola virus. The Company will maintain inventory on hand for customers to order complete protection kits from a single source instead multiple sources.Financings

~~Liquidity~~During ~~and~~the ~~Going~~Fiscal ~~Concern~~Year the Company received financings of $136,275 as follows:

Going Concern – The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss for the year ended December 31, 2015 of approximately $1,091,000, had negative working capital of approximately $4,755,000 and a stockholders’ deficiency of approximately $4,756,000 at December 31, 2015. Since inception the Company’s growth has been funded through a combination of convertible and non-convertible debt from private investors and from cash advances from its former parent Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.

November 25, 2016 Financing	$	7,500
December 27, 2016 Financing	$	128,775
Total	$	136,275

As of December 31, 2015, the Company continued to require waivers for debt covenant violations and extensions of maturity dates. Refer to Note 2 for lender waivers and maturity extensions received from the lenders.F-13

~~The~~November ~~Company’s management and Board of Directors continue to actively assess the Company's operating structure with an objective to reduce ongoing expenses~~25, ~~increase sources~~2016 of recurring revenue as well as seeking additional debt or equity financing. The Company will continually evaluate funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. There can be no assurance as to the availability or terms upon which such financing alternatives might be available.Financing

~~The~~On ~~Company~~that ~~has~~date, ~~experienced~~the ~~recurring~~Company ~~losses from~~issued ~~operations since its inception and continues to have~~ a ~~working~~note ~~capital deficiency and limited opportunities~~ for ~~additional~~ ~~capital~~$7,500 ~~infusion.~~ The ~~Company~~Note ~~has~~is ~~experienced~~convertible ~~recurring~~into ~~defaults relating to~~ the ~~various~~Company’s ~~provisions~~common ~~under~~stock ~~its~~at ~~current~~a ~~debt obligations~~50% ~~and~~discount isof ~~expected~~the tolowest ~~require~~closing ~~future~~bid ~~forbearance~~price ~~and~~during ~~waivers relating to such provisions in~~ the ~~future. These negative~~ ~~financial~~30 ~~conditions~~trading ~~combined~~days ~~with~~prior ~~delays experienced in product introduction and customer acceptance raises substantial doubt of the Company’s ability~~ to ~~continue as a going concern~~conversion.

~~Reclassifications~~The Company accounted for the issuance of the convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $7,500. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. 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 balance was $6,532.

~~Certain~~December ~~prior~~27, ~~year~~2016 ~~amounts have been reclassified to conform to the current year presentation.~~Financing

~~F-7~~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.

~~Concentration~~The Company accounted for the issuance of ~~Credit~~the ~~Risk~~convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $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 balance was $127,364.

~~The~~Notes ~~Company~~Issued ~~maintains~~for ~~cash~~Consulting inservices ~~bank deposit~~totaled ~~accounts which could~~$60,000 atas ~~times, exceed federally insured limits. The Company has not experienced any losses on these accounts.~~follows:

Accounts Receivable

October 1, 2016	$	20,000
November 1, 2016	$	20,000
December 1, 2016	$	20,000
Total	$	60,000

~~The~~Consulting Company grants credit to substantially all of its customers and carries its accounts receivable at original invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs, collections, and current credit conditions. As of December 31, 2015 and 2014 no allowance for doubtful accounts was considered necessary.Notes

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

~~Inventory~~The isCompany ~~stated~~accounted atfor the ~~lower~~ issuance of ~~cost~~the orconvertible promissory ~~market~~note ~~value.~~in ~~When~~accordance ~~halloysite~~with ~~nanotubes~~ASC or815 ~~Pleximer™~~“Derivatives ~~held~~and infair ~~inventory~~market value and are ~~used,~~marked ~~the~~to ~~carrying~~market ~~value~~through ofearnings ~~any~~at ~~such~~the ~~inventory~~end ~~used~~of ~~(i)~~each ~~for~~reporting ~~research~~period. ~~and~~The ~~development~~gross isproceeds ~~expensed~~from in the ~~period~~sale ~~that~~of itthe isnote ~~used~~are ~~for~~recorded ~~the~~net ~~development~~of a discount of ~~proprietary~~ ~~applications~~$20,000. ~~and~~The ~~processes~~debt discount ~~and~~relates ~~(ii)~~to infair ~~cost~~value of ~~goods~~the ~~sold~~conversion ~~will~~option. beThe debt discount is charged asto ~~customer~~interest ~~shipments~~expense ~~are~~ratably ~~made.~~over the term ~~Inventory~~of ~~for~~the ~~overhead~~convertible ~~costs~~note. ~~are~~The ~~applied~~fair ~~during~~value ~~production~~of ~~and~~the ~~included~~conversion inoption ~~cost~~on the date of ~~goods~~issuance ~~sold.~~in Asexcess of ~~December~~the ~~31,~~face ~~2015~~amount ~~and~~of the note ~~2014,~~was recorded to interest expense on the ~~reserve~~date ~~for~~of ~~excess~~issuance. ~~inventory~~At ~~was~~the ~~approximately~~balance ~~$83~~sheet date,~~100~~ ~~and~~the ~~zero,~~remaining ~~respectively~~unamortized balance was $9,945.

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

~~Property~~The ~~and~~Company ~~equipment~~accounted ~~are~~for ~~recorded~~the ~~at cost.~~issuance ~~Expenditures~~of ~~for~~the ~~major~~convertible promissory ~~additions~~note ~~and~~in ~~improvements~~accordance ~~are~~with ~~capitalized~~ASC 815 “Derivatives and ~~minor~~fair ~~replacements,~~market ~~maintenance,~~value and ~~repairs~~ are ~~charged~~ marked to ~~expense~~market asthrough ~~incurred.~~earnings ~~When~~at the ~~property~~end ~~and~~of ~~equipment~~each ~~are~~reporting ~~retired~~period. orThe ~~otherwise~~gross ~~disposed~~proceeds ~~of,~~from the ~~cost~~sale ~~and~~of ~~accumulated~~the ~~depreciation~~ note are ~~removed~~recorded ~~from~~net ~~the~~of ~~accounts~~a ~~and~~discount ~~any~~of ~~resulting~~$20,000. ~~gain~~The ordebt discount ~~loss~~relates isto ~~included~~fair invalue of the ~~results~~conversion ofoption. ~~operations~~The ~~for~~debt ~~the~~discount ~~respective~~is ~~period. Depreciation~~charged isto ~~provided~~interest expense ratably over the ~~estimated~~term of ~~useful~~the ~~lives~~convertible note. The fair value of the ~~related~~conversion ~~assets~~option ~~using~~on the ~~straight-line~~date ~~method.~~of Noissuance ~~depreciation expense~~in ~~was~~excess ~~recorded~~of ~~during~~ the ~~years~~face ~~ended~~amount ~~December~~of ~~31,~~the ~~2015~~note was orrecorded ~~2014~~to asinterest ~~all~~expense ~~property~~on ~~and~~the ~~equipment~~date ~~owned~~of byissuance. At the ~~Company~~balance ~~was~~sheet ~~fully depreciated~~date, inthe ~~prior~~remaining ~~years~~unamortized balance was $13,333.

~~Accrued Payroll~~F-14

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

~~Fair~~The ~~Value~~Company accounted for the issuance of ~~Financial~~the ~~Instruments~~convertible promissory note in accordance with ASC 815 “Derivatives and fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $20,000. The debt discount relates to fair value of the conversion option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance. At the balance sheet date, the remaining unamortized balance was $16,685.

~~Fair~~Note ~~value~~7: isAdvances ~~defined~~from asRelated 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:Party

·Commencing ~~Level~~in 1the ~~inputs~~fourth ~~are~~quarter ~~quoted~~of ~~prices~~the ~~(unadjusted)~~Fiscal inyear, ~~active~~Ms. ~~markets~~Linda Giampietro, ~~for~~a ~~identical~~related ~~assets~~party orof ~~liabilities~~the Company advanced funds to the Company. Currently, Ms. Giampietro is owed $127,148 under these arrangements. All advances bear interest at a rate of 1% per month with a minimum commitment on each advance of thirty days.

·Note ~~Level~~8: 2Due ~~inputs~~to ~~are~~Related 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.Party

·The ~~Level~~Company 3has ~~inputs~~been ~~are~~given ~~unobservable~~access ~~inputs~~to ~~based~~the onLine ~~the~~of ~~Company’s~~Credit ~~own~~that ~~assumptions~~Madeira Beach ~~used~~Seafood, toInc.(“MBS”) ~~measure~~has ~~assets~~with ~~and~~Bank ~~liabilities~~of America. As of December 31, 2016, Omni Shrimp has utilized $196,000 from that line of credit. Interest, charge at ~~fair~~a ~~value~~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

APrior ~~financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant~~ to the ~~fair~~onset ~~value~~of ~~measurement. The~~operations ~~carrying~~at ~~amounts~~Omni ~~reported in the balance sheet of cash~~Shrimp, ~~accounts receivable~~Inc., ~~prepaid,~~MBS ~~accounts payable and accrued expenses~~advance ~~approximate~~Omni ~~fair~~$20,000 ~~value~~for ~~because of~~ the ~~immediate~~commencement ~~or short-term maturity~~ of ~~these financial instruments~~operations. ~~The~~Additionally, ~~fair~~they ~~value~~funded ofOmni ~~notes payable~~and ~~approximates~~additional ~~their~~$5,743 ~~carrying~~for ~~value as the terms of this debt reflects market conditions~~expenses. ~~The~~As ~~Company’s~~such, ~~derivative~~the liability ~~was~~to ~~determined~~MBS ~~utilizing~~is ~~Level 3 inputs~~$25,743.

~~Derivative~~At ~~Financial~~December ~~Instruments~~31, 2016, the amount owed to MBS is as follows:

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 market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to December 2015 considering company specific factors including the changes in forward estimated revenues and market factors, market multiples for comparable companies, and the Company’s market share price, all equally weighted. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Amount forwarded from MBS from Bank of America line	$	196,000
Amount advanced by MBS to Omni Shrimp, Inc.		25,743

Amount outstanding at December 31, 2016	$	221,743

F-815

~~Income~~Note ~~Taxes~~9. Derivative Liability

~~The~~For stock based derivative financial instruments, the Company ~~accounts~~estimated ~~for~~the ~~income~~total ~~taxes~~enterprise ~~in accordance~~value ~~with~~based ~~FASB~~upon ~~ASC~~a ~~740~~combination ~~which~~of ~~requires~~the ~~recognition~~trending of ~~estimated~~the ~~income~~firm value ~~taxes~~from ~~payable~~December or2006 ~~refundable~~to onDecember ~~income~~2016, ~~tax~~market ~~returns~~comparables, ~~for~~and the market value of the Company’s stock, considering company specific factors including the ~~current~~changes ~~year~~in forward estimated revenues and ~~for~~market factors. Once the enterprise ~~estimated~~value ~~future~~was ~~tax~~determined ~~effect~~an ~~attributable~~option pricing model was used to ~~temporary~~allocate ~~differences~~the enterprise value to the individual derivative and ~~carry-forwards~~other securities in the Company’s capital structure. ~~Measurement~~A Black Scholes model was used to test for ofreasonableness ~~deferred~~and ~~income~~results ~~items~~were isadjusted ~~based~~as onappropriate. ~~enacted~~The ~~tax~~classification ~~laws~~of derivative instruments, including ~~tax~~whether ~~rates~~such instruments should be recorded as liabilities or equity, ~~with~~is evaluated at the ~~measurement~~end of ~~deferred~~each ~~income~~reporting ~~tax~~period. ~~assets being~~Derivative ~~reduced~~instrument byliabilities ~~available~~are ~~tax~~classified ~~benefits~~in ~~not~~the ~~expected~~balance tosheet beas ~~realized. The~~current ~~Company~~or ~~recognizes~~non-current ~~penalties~~based ~~and~~on ~~accrued~~whether ~~interest~~or ~~related~~not net-cash tosettlement ~~unrecognized~~of ~~tax~~the ~~benefits~~derivative ininstrument ~~income~~could ~~tax~~be ~~expense~~required within twelve months of the balance sheet date.

~~Revenue Recognition~~F-16

~~Revenue is recognized upon shipment of ViralProtec orders and upon delivery of Pleximer™ and sample products.~~ The Company’s ~~earns~~derivative ~~and recognizes such revenue when~~liabilities ~~the~~as ~~shipment~~ of ~~the~~December ~~sample products has occurred~~31, ~~title~~2016 ~~transfers,~~and noDecember ~~further performance obligation exists~~31, ~~and~~2015 ~~when~~are ~~collection is~~as ~~reasonably assured.~~follows:

Research and Development

·	The debt conversion feature embedded in the various Convertible Promissory Notes which contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.)
·	Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of December 31, 2016 and December 31, 2015.

~~Research~~The ~~and~~fair ~~development~~value ~~costs~~of ~~are expensed in~~ the ~~period~~derivative ~~the~~liabilities ~~expenditures~~as ~~are incurred. Capital assets acquired in support~~ of ~~research~~December ~~and development are capitalized and~~31, ~~depreciated~~2016 ~~over their estimated useful life~~ and ~~related~~December ~~depreciation~~31, ~~expense~~2015 isare ~~included~~as ~~in research and development expense.~~follows:

Other (Expense) Income

	2016		2015
Derivative Instrument
Notes conversion feature liability	$	2,077,850	$
Warrant liability		88,041
Total	$	2,165,891	$

~~During~~Fair ~~2015,~~Value ~~the~~Valuation ~~Company~~Hierarchy recognized a gain of $50,000 on the sale of fully depreciated equipment. During 2014, the Company recorded a $200,000 provision related to the uncertainty of future collection of the receivable due from MJ Enterprises. The Company continues to aggressively pursue the collection of this amount with all possible avenues for recovery. Measurement

~~Income~~FASB ~~(Loss)~~ASC ~~Per~~820 ~~Share~~establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows.

~~Basic~~□ ~~income~~Level ~~(loss)~~1 ~~per~~inputs ~~common~~are ~~share~~quoted ~~is computed~~prices by(unadjusted) ~~dividing~~in ~~net~~active ~~income~~markets orfor ~~loss~~identical byassets ~~the~~or ~~weighted-average~~liabilities. ~~number~~□ ofLevel ~~shares~~2 ofinputs ~~common~~are ~~stock~~quoted ~~outstanding~~prices ~~during~~for ~~the~~similar ~~period. Diluted~~assets ~~income~~and orliabilities ~~loss~~in ~~per~~active ~~common~~markets ~~share~~or ~~gives~~inputs ~~effect~~that toare ~~dilutive~~observable ~~convertible~~for ~~preferred~~the ~~stock,~~asset ~~convertible~~or ~~debt~~liability, ~~options~~either ~~and~~directly ~~warrants outstanding~~or ~~during~~indirectly ~~the~~through ~~period.~~market ~~Shares~~corroboration, tofor besubstantially ~~issued upon~~ the ~~exercise~~full term of ~~these~~the ~~instruments~~financial ~~have~~instrument. ~~not~~□ ~~been~~Level ~~included~~3 ininputs ~~the~~are ~~computation of~~unobservable ~~diluted~~inputs ~~loss~~based ~~per~~on ~~share for~~ the ~~year~~Company’s ~~ended~~own ~~December~~assumptions ~~31,~~used ~~2015~~to asmeasure ~~their~~assets ~~effect~~and isliabilities ~~anti-dilutive~~at ~~based~~fair ~~on the net loss incurred~~value.

AsA offinancial ~~December~~asset ~~31,~~or ~~2015~~liability’s ~~there were 39,567,578~~classification ~~shares~~within ~~underlying~~the ~~preferred~~hierarchy ~~stock,~~is ~~convertible~~determined ~~debt,~~based ~~outstanding~~on ~~options~~the ~~and~~lowest ~~warrants~~level input that ~~could~~is ~~potentially~~significant ~~dilute~~to ~~future~~the ~~earnings. These~~fair ~~potentially~~value ~~dilutive shares have been limited by certain debt and equity agreements with lenders~~measurement. ~~These~~The ~~agreements provide~~derivative ~~limitations~~liabilities onare ~~the~~measured ~~conversion~~at offair ~~the~~value ~~dilutive~~using ~~instruments~~certain ~~such~~estimated ~~that~~factors ~~the~~such ~~number~~as ofvolatility ~~shares~~and ofprobability ~~Common~~and ~~Stock~~are ~~that~~classified ~~may be acquired by~~within ~~the~~Level ~~holder~~3 ~~upon conversion~~ of ~~such~~the ~~instruments~~valuation ~~shall~~hierarchy. beThe ~~limited to ensure that~~ following ~~such~~table ~~conversion~~provides ~~the~~a ~~total~~roll ~~number~~forward of ~~shares of Common Stock then beneficially owned by~~ the ~~holder~~liabilities ~~does~~carried ~~not~~at ~~exceed~~fair ~~4.99%~~value ~~of the total number of issued and outstanding shares~~measured ofusing ~~Common~~significant ~~Stock.~~unobservable ~~The~~inputs ~~Company~~(level ~~does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments~~3).

As of December 31, 2014 there were 7,851,283 shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. In addition to these potentially dilutive shares as of December 31, 2014 were an additional 6,666,667 reserved shares underlying the July 23, 2014 Exchange and Right to Shares Agreement with Cape One Master Fund II LLP further described in Note ~~2 below~~10. ~~The~~Stockholders' ~~reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) calculation was as follows for the year ended December 31, 2014:~~Equity

Numerator:
Net income	$	2,681,747
Adjustment for interest expense on convertible notes		60,229
Net income, adjusted		2,741,976
Denominator:
Weighted-average shares used to compute basic EPS		1,995,172
Effect of dilutive securities:
Dilutive warrants		185,934
Cape One share rights		5,388,741
Convertible preferred B shares		2,667
Dilutive potential common shares		5,577,342
Weighted average shares used to compute diluted EPS		7,572,514

Common Stock

The potentially dilutive shares have been limited by certain debt and equity agreements with lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. These limitations have not been taken into account in the calculation of diluted earnings per share for the year ended December 31, 2014.Issuances

~~F-9~~During 2016, the Company issued 942,527 common shares in satisfaction of $5,577 of principal obligations plus accrued interest to lenders on convertible debt.

~~Share Based Payments~~Warrants

The company ~~Company~~still has ~~six incentive stock plans:~~ the ~~2005~~following ~~Incentive~~immaterial ~~Stock~~warrants ~~Plan~~outstanding ~~(the~~from ~~“2005~~prior Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 Incentive Stock Plan (“the 2008 Plan”), the 2009 Stock Incentive Plan (“the 2009 Plan”), the 2011 Incentive Stock Plan (“the 2011 Plan") and the 2012 Stock Incentive Plan (“the 2012 Plan”) or (collectively, the “Plans”). The Plans provide for issuance of share-based awards to ~~officers,~~our ~~key~~reverse ~~employees,~~merger ~~non-employee directors,~~on ~~vendors~~June ~~and consultants. The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally~~23, ~~option awards vest based upon time-based conditions and are granted at exercise prices based on the closing market price of the Company’s stock on the date of grant~~2016.

~~The~~As ~~Company’s~~of ~~accounting policy for~~December ~~equity~~31, ~~instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50~~2016, ~~Equity-Based~~ ~~Payments to Non-Employees. The measurement date for~~ the ~~fair~~aggregate ~~value~~intrinsic of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the ~~equity~~stock ~~instrument~~options isoutstanding ~~recognized~~and ~~over~~exercisable ~~the~~was ~~term of the consulting agreement~~$0.

~~Estimates~~F-17

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

	2015							2016
	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				2,450,000			0.05		6.0
Cancelled or forfeited		(2,353	)	$	102.00				(2,450,000	)	$	0.05		-

Warrants outstanding: end of year		1,217,941		$	0.35		4.9		1,217,941		$	0.35		3.9

Warrants exercisable: end of year		1,217,941		$	0.35		4.9		1,217,941		$	0.35		3.9

~~Recent~~Preferred ~~Accounting~~Stock ~~Pronouncements~~Series E

~~In November 2015, the FASB issued ASU-2015-17 Balance Sheet Classification of Deferred Taxes (Income Taxes topic 740).~~ The ~~Board~~Series ~~issued~~E ~~this~~Convertible ~~update~~Preferred asStock ~~part of its Simplification Initiative. The objective of the Simplification Initiative~~ is ~~to identify, evaluate, and improve areas of generally accepted accounting~~ ~~principles~~convertible ~~(GAAP)~~into ~~for~~95% ~~which cost and complexity can be reduced while maintaining or improving the usefulness~~ of the ~~information provided~~Company’s tocommon ~~users~~stock ~~of financial statements. To simplify the presentation of deferred income taxes, this guidance requires that deferred tax liabilities~~ and ~~assets~~votes beon ~~classified~~an as-converted ~~noncurrent in a classified statement of financial position~~basis. The ~~guidance~~Series ~~applies~~E ~~to all~~designation ~~entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and~~limits ~~assets~~the ofholders’ arights ~~tax-paying~~to ~~component~~convert ofits anConvertible ~~entity~~Preferred beStock, ~~offset~~ and ~~presented as a single amount is not affected by~~ the ~~amendments~~aggregate invoting ~~this Update. This update will be effective for public business entities for annual periods~~powers, ~~including~~to ~~interim~~no ~~periods~~more ~~within~~than ~~those annual periods, beginning after December 15, 2016~~4.99% ~~We are currently evaluating the impact~~ of the ~~adoption~~votes ofattributable ~~ASU~~to ~~2015-17~~the ontotal ~~our~~outstanding ~~consolidated financial~~common ~~statements~~shares.

InThere ~~May~~are ~~2014~~currently ~~the FASB issued ASU 2014-09 Revenue from Contracts with Customers (Topic 606): The standard is effective for annual periods beginning after December 15~~28,500 ~~2017,~~shares ~~and interim periods therein, using either~~ of ~~the~~Series ~~following~~E ~~transition~~Preferred ~~methods:~~stock ~~(i) a full retrospective approach reflecting the application of the standard in each prior reporting period~~ with ~~the option to elect~~ ~~certain practical expedients, or (ii)~~ a ~~retrospective~~face ~~approach~~value ~~with the cumulative effect recognized at the date~~ of ~~adoption (which includes additional footnote disclosures)~~$35. ~~This~~Dividends ~~update supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle~~ of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and$26,099 inhave ~~doing~~been ~~so,~~accrued ~~more~~since ~~judgment and estimates may be required within the revenue recognition process than are required under existing U~~issuance.~~S. GAAP. We are currently evaluating the impact of the adoption of this new guidance.~~

~~In July 2015, the FASB issued ASU-2015-11 Simplifying the Measurement of Inventory (Inventory topic 330)~~ The ~~Board~~Series ~~issued~~E ~~this~~Preferred ~~update~~stock ashas ~~part~~a ofliquidation ~~its~~preference ~~Simplification Initiative. Under this guidance an entity should measure inventory at the lower~~ of ~~cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business~~$1, ~~less reasonably predictable costs of completion~~023, ~~disposal, and transportation.~~599 ~~This~~as update will be effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. We are currently evaluating the impact of the adoption of this new guidance.follows:

In January 2015 the FASB issued ASU 2015-1, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items This ASU eliminates from GAAP the concept of extraordinary items. ASU 2015-1 is effective for the annual period ending after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently evaluating the impact of the adoption of this new guidance.

Shares outstanding		28,500

Face value per share	$	35

Total face value		997,500

Accrued dividends		26,099

Liquidation preference at December 31, 2016	$	1,023,599

~~F-10~~Preferred Stock Cancellations

OnAs ~~February~~a ~~25,~~part ~~2016,~~of the ~~Financial~~Forbearance ~~Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02~~Agreement, ~~“Leases~~5,”000 ashares comprehensive new lease standard which will supersede previous lease guidance. The standard requires a lessee to recognize in its balance sheet assets and liabilities related to long-term leases that were classified as operating leases under previous guidance. An asset will be recognized related to the right to use the underlying asset and a liability will be recognized related to the obligation to make lease payments over the term of ~~the~~Series ~~lease.~~B ~~The~~Preferred ~~standard~~stock ~~also requires expanded disclosures surrounding leases. The standard is effective for fiscal periods beginning after December 15, 2018,~~ and ~~requires~~100 ~~modified~~shares ~~retrospective adoption, with early adoption permitted. The Company is evaluating the impact~~ of ~~the~~Series ~~adoption~~D ofPreferred ~~this~~stock ~~standard~~were onalso ~~our consolidated financial statements and related disclosures~~cancelled.

~~On March 30, 2016, the FASB issued ASU No. 2016~~F-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures.18

InIncentive ~~April,~~Stock 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” to clarify two aspects of Topic 606: (i) identifying performance obligations and (ii) the licensing implementation guidance, while retaining the related principles for those areas. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures.Plans

~~Management~~Under ~~does~~the ~~not~~Company’s ~~believe~~2005 ~~that~~Incentive ~~any~~Stock Plan ~~recently~~(the “2005 Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 ~~issued~~Incentive Stock Plan (the”2008 Plan”), ~~but~~the ~~not~~2009 ~~yet~~Stock ~~effective~~Incentive Plan (the “2009 Plan”), ~~accounting~~the ~~standards~~2011 ifStock Incentive ~~currently~~Plan ~~adopted~~(the “2011 Plan”) and the 2012 Stock Incentive Plan (the “2012 Plan”), ~~would~~officers, employees, directors and consultants may be granted options to purchase the Company’s common stock at fair market value as of the date of grant. Options become exercisable over varying vesting periods commencing from the date of grant and have aterms ~~material~~of ~~effect~~five onto ten years. The plans also provide for the ~~accompanying~~granting ~~financial~~of performance-based and restricted stock awards. The shares of Common ~~statements~~Stock underlying the plans are reserved by the Company from its authorized, but not issued Common Stock. Such shares are issued by the Company upon exercise by any option holder pursuant to any grant of such shares. The Plans are authorized to grant awards as follows: the 2005 Plan is authorized to grant up to 823,529 share unit awards, the 2007 Plan is authorized to grant up to 1,000,000 share unit awards, and the 2008 Plan is authorized to grant up to 47,058,824 unit share awards. The 2009 Plan is authorized to grant up to 1,176,471 share unit awards. The 2011 Plan is authorized to grant up to 1,470,588 share unit awards. The 2012 Plan is authorized to grant up to 1,764,706 share unit awards.

~~2. NOTES~~Employee stock compensation expense was $0 ~~PAYABLE~~for the years ended December 31, 2016 and 2015. No option grants were made in 2016 or 2015.

~~Notes~~A ~~payable~~summary as of ~~December~~the ~~31,~~status ~~2015 and~~of ~~2014,~~outstanding ~~respectively~~incentive stock ~~consisted~~plans ofis ~~the~~presented ~~following~~below:

Notes Payable	2015			2014
	2016							2015
Senior Secured Convertible Notes	$	441,988		$	441,988
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life-years		Shares			Weighted Average Exercise Price		Weighted Average Remaining Life-years
Senior Secured Promissory Notes		398,938			398,938
Outstanding beginning of year		1,099		$	2.008		2.53		2,363		$	2.008		3.53
2014-2015 Convertible Promissory Notes		745,015			694,020
Granted during the year		-							-
Convertible Promissory Notes		344,000			-
Cancelled or forfeited		(	)	$					(1,264	)
Total	$	1,929,941		$	1,534,946
Options outstanding end of year		1,099		$	2.008		1.53		1,099		$	1,070		2.53
Options exercisable end of year		1,099		$	2.008		1.05		1,099		$	1,070		2.53

~~Senior~~As ~~Secured~~of ~~Convertible~~December ~~Notes~~31, ~~and~~2016, the aggregate intrinsic value of the stock ~~Senior~~options ~~Secured~~outstanding ~~Promissory~~and ~~Notes~~exercisable was $0.

AsNote ~~of December 31, 2015 and 2014, Notes payable on the balance sheets includes $840,926 for senior secured convertible notes and non-convertible senior secured promissory notes~~11. ~~The~~ ~~Senior~~Commitments Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The conversion rate for principal and accrued interest on Senior Secured Convertible Notes is 75% of the lowest volume weighted average price (VWAP) of the Company’s common stock for the 1, 5 or 10 days immediately prior to the conversion. The Company has defaulted on certain provisions of the notes. The Company has obtained a waiver of default on the outstanding principal through November 30, 2016. As a condition of this forbearance the interest rate on these notes has been increased to 18%.Contingencies

~~2014~~Material ~~and~~Definitive ~~2015 Convertible Promissory Notes~~Agreement

~~During~~Issuance ~~2015,~~of ~~the~~Series ~~Company~~E ~~entered~~Preferred ~~into~~Stock ~~two Senior~~for ~~Secured~~outstanding ~~Convertible Promissory Notes aggregating $61,000. During 2015, the Company issued 200,000 common~~ shares ~~in satisfaction~~ of ~~$10~~Omni Shrimp,~~000~~ ~~of outstanding principal~~Inc. ~~The issuance of these shares reflects a debt conversion price of $0.05 per share.~~

~~F-11~~On June 23, 2016 (the "Effective Date"), all of the shareholders of Omni entered into a Share Exchange Agreement (the "Exchange Agreement") with NaturalNano, Inc. (OTC PK: NNAN) , 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 NNAN. In consideration for the exchange of those OMNI shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of NNAN(the "Series E Preferred Stock").

The ~~2015~~transaction ~~Senior~~closed Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2014-2015 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on ~~account~~June ~~of any securities due to the Lenders. The Company has obtained a waiver of default on the outstanding principal through November 30~~23, 2016. ~~As a condition of this forbearance the interest rate on certain of these notes has been increased to 18 %.~~

InAssumption ~~2015, the Company granted certain warrants with an exercise prices less than the conversion price defined in the 2015 debt agreements. As a result, the conversion price~~ of ~~the~~Liabilities 2015 Convertible Promissory Notes have been adjusted Based on the Company’s issuance of warrants described above, the conversion price on these debt obligations were modified to $0.05 per share. On January 5, 2016 the conversion price on the debt was adjusted to $0.02 per share upon ~~the issuance of 450,000 warrants exercisable at $0.02 per share.~~Acquisition

~~During~~Pursuant 2014 the Company entered into various Senior Secured Convertible Promissory Notes aggregating $694,020. The 2014 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the ~~terms~~Share ofExchange ~~the Initial Notes dated March 7, 2007, (ii) the Pledge~~ Agreement, ~~as defined in~~ the ~~Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. These notes are convertible into shares of the~~ Company~~’s common stock at a conversion price of~~ ~~$0.30~~accepted ~~per share and are subject to adjustment in~~ the ~~event~~following of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Company’s common stock. The proceeds from the 2014 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders. The Company has obtained a waiver of default on the outstanding principal through November 30, 2016 and bear an interest rate of 18% per annum as a condition of forbearance.liabilities:

2015 Exchange of Cape One Master Fund II LLP shares for Convertible Promissory Notes

Debt from the Surrender and Exchange Agreement	$	1,430,005	(See Note 6: Convertible Notes Payable)

Debt owed to Cape One Master Fund II, LP		344,000	(See Note 6: Convertible Notes Payable)

Derivative Liability		618,833

Accrued Wages		343,720

Accounts Payable		103,254

Accrued interest		28,563

Impariment of Acquisition	$	2,868,374

OnNote ~~December~~12. ~~15,~~Relationships 2015, the Company’s board of directors determined that it was in the best interest of the corporation to exchange 6,666,667 reserved shares of the Company’s common stock, held by Cape One Master Fund II LLP (as described below), for four convertible promissory notes totaling $344,000 with an interest rate of 8% per annum due June 30, 2017. These promissory notes are convertible to common stock at the rate of $0.05 per share. In the event that the Company shall, at any time, issue any additional shares of common stock or equivalents at a price per share less than the $0.05 conversion price then the conversion price for these convertible promissory notes shall be reduced. The Company recognized a loss on the exchange of the rights to reserved commons shares upon the issuance of these convertible promissory notes of approximately $305,000 in 2015. On January 5, 2016 the conversion price on the debt was adjusted to $0.02 per share upon the issuance of 450,000 warrants exercisable at $0.02 per share.Affiliates

~~2014~~The ~~Subordinated~~Management ~~Secured~~of ~~Convertible Note~~the Company and ~~Exchange~~the ~~and~~owners ~~Right~~of toMBS ~~Shares~~are ~~Agreement~~the –same. The ~~Cape~~Company ~~One~~believes ~~Master~~that ~~Fund~~the IIfollowing LPrelationships with these parties are to be disclosed:

OnShared July 23, 2014, the Company and Cape One Master Fund II LLP agreed to exchange the Subordinated Secured Convertible Note and related accrued and unpaid interest totaling a combined $379,624 in exchange for 6,666,667 reserved shares of the Company’s common stock. The Company and Cape One agreed that a beneficial ownership limitation of 4.99% shall be maintained at all times as to the number of the shares of the common stock outstanding immediately after giving effect to the issuance of the common stock issuable under this agreement. Cape One also agreed to a Lockup provision in the agreement that specifies that Cape One will not sell, transfer or hypothecate any of the reserved shares until Alpha Capital Anstalt has received $3,500,000 from the proceeds of sales of shares obtained upon conversion of notes issued by the Company and held by Alpha as of the date of this agreement. Upon expiration of the Lockup period, Cape One shall be allowed to sell the lesser of (i) 5% of the daily trading volume of the Company’s common stock or, (ii) 10% of the reserved shares in any calendar month. The Company estimated the total enterprise value based upon a combination of the trending of the firm value from December 2006 to December 2014, market comparables and the market value of the Company’s stock considering company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to these 6,666,667 rights and other securities in the Company’s capital structure. The fair value of these 6,666,667 share rights was estimated at $54,289 and the Company recognized a gain on extinguishment of debt of $325,335 during the quarter ended September 30, 2014 based on the excess of the value of the instruments settled over the estimated fair market value of the underlying share rights.Management

~~Payoff~~The ~~Agreement~~CEO, ~~with~~COO ~~Platinum~~and ~~Long Term~~Executive ~~Growth~~Vice IVPresident, ~~LLC~~Mr. Wrynn, Mr. Stelcer and ~~Merit~~Ms. ~~Consulting~~Giampietro, ~~LLC~~respectively are all employees of MBS. No liability has been incurred by the Company to compensate MBS for their services in 2016.

On June 26, 2014, the Company entered into a Payoff Agreement with two of its lenders (collectively referred to as “the holders”) where the holders agreed to surrender their outstanding promissory notes and debentures in the aggregate principal amount of $3,256,399 plus all accrued and unpaid interest amounting to $592,414 in consideration for an aggregate payment of $300,000. As further consideration, one of the lenders agreed to return its 2,587,674 shares of Series C Preferred Stock for cancellation. The Company reversed $70,165 in registration rights liabilities in connection with this Payoff Agreement. Effective upon the consummation of this Payoff Agreement, the Company had no further obligation to the holders pursuant to the terms of the preferred stock and the notes as defined in the Payoff Agreement. As a result of this Payoff Agreement, the Company recognized a gain on extinguishment of debt during the second quarter of 2014 in the amount of $3,747,273.F-19

~~F-12~~Use of Line of Credit

~~Bitcoin~~The ~~Promissory~~Company ~~Notes~~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 December 31, 2016, the Company has borrowed $196,000 under this arrangement

~~The~~Loans ~~Company~~from established its subsidiary, Bitcoin Bidder, Inc. in June, 2014 for the sole purpose of bidding on bitcoins which had been seized by the FBI and were sold at auction June 27, 2014. In connection with this, the Company issued notes aggregating $2,150,000 under a Securities Purchase Agreement. Bitcoin Bidder, Inc. was not successful at the auction and $1,950,000 in borrowings was repaid to the lenders on June 30, 2014. The remaining $200,000 was repaid to the lenders in July, 2014 without any penalty or interest charges to NaturalNano. The Company dissolved Bitcoin Bidder, Inc. in 2014.MBS

~~3. SEGMENT~~MBS has loaned the Company approximately $25,000 ~~INFORMATION~~since its inception. These loans are promissory notes with no due date or interest rate

~~The~~Rental Company's reportable segments are strategic business units that offer different products and services. The Company’s reportable segments are organized, managed and internally reported separately because each business requires different technology and marketing strategies. The Company currently has two operating segments, Nanotechnology and ViralProtec. A summary of ~~the~~Office ~~two segments is as follows:~~space

~~Nanotechnology~~The ~~Research,~~Company ~~development,~~rents ~~production and marketing of~~ its ~~proprietary~~office ~~technologies~~space ~~relating to the treatment and separation of nanotubes~~ from ~~halloysite~~MBS. Monthly ~~clay~~rent ~~and~~is ~~the development of related commercial applications for cosmetics~~$1, ~~health and beauty products and polymers, plastics and composites~~500. ~~ViralProtec Distributor and reseller of personal protective equipment and supplies to protect medical workers from infection and contagious incidents.~~

~~The~~Shared ~~accounting~~Administrative policies of the segments are the same as those described in the summary of significant accounting policies of the Company. The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein. For purposes of determining segment loss, corporate overhead is primarily included in NaturalNano, other than direct expense of ViralProtec. Approximate information concerning the Company’s operations by reportable segment as of and for the years ended December 31, 2014 and December 31, 2013 is as follows:Personnel

	Nanotechnology						ViralProtec						Consolidated
	For the years ended December 31						For the years ended December 31						For the years ended December 31
	2015			2014			2015			2014			2015			2014
Revenue	$	276,097		$	137,159		$	91,969		$	56,447		$	368,066		$	193,606
Loss from operations	$	(288,060	)	$	(549,741	)	$	(126,922	)	$	(19,242	)	$	(414,982	)	$	(568,983	)
Interest expense	$	266,661		$	301,614		$	-		$	-		$	266,661		$	301,614
Loss on exchange of rights for debt	$	(304,727	)	$	-		$	-		$	-		$	(304,727	)	$	-
Gain on modification of debt	$	9,800		$	4,107,646		$	-		$	-		$	9,800		$	4,107,646
Net income (loss)	$	(964,128	)	$	2,700,989		$	(126,922	)	$	(19,242	)	$	(1,091,050	)	$	2,681,747
Assets	$	26,958		$	90,052		$	83,025		$	219,888		$	109,983		$	309,940

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

~~Geographic Areas –~~ The Company's ~~had~~President noand ~~long-lived~~Chief Executive ~~assets~~Officer indid ~~any~~not ~~country~~receive a management fee or other ~~than~~compensation ~~the~~in ~~United~~connection ~~States~~with ~~for~~his ~~any~~services ~~period~~to ~~presented~~the Company. The Company ~~had~~reimburses its ~~$10,800~~President and ~~$9,300~~Chief inExecutive ~~sales~~Officer ~~outside of~~for ~~the~~all ~~United~~direct ~~States~~and inindirect ~~2015~~costs of services provided and ~~2014,~~other ~~respectively~~expenses necessary or appropriate to the conduct of our business.

~~Major~~Related ~~Customers~~party –assets ~~During the years ended December 31, 2015~~ and 2014, the Company derived 99% and 95% respectively of its Nanotechnology revenue from one customer. During the year ended December 31, 2015, three Viral Protec customers represented 63% of the segment revenues.liabilities

~~4. DERIVATIVE~~The following represent amounts due/from MBS at December 31, ~~LIABILITIES~~2016 and 2015:

For stock based derivative financial instruments, the Company estimated the total enterprise value based upon a combination of the trending of the firm value from December 2006 to December 2015, market comparables, and the market value of the Company’s stock, considering company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative and other securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

	2016		2015
Accounts receivable	$	19,494	$	-
Accounts payable	$	281	$	-

F-Note 13. Segment information

The Company’'s ~~derivative~~operates ~~liabilities as~~in ofone ~~December 31~~segment, ~~2015~~sales of shrimp and ~~December~~related ~~31, 2014 are as follows:~~products.

	·	The debt conversion feature embedded in the various Convertible Promissory Notes which contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.)
	·	Derivative liabilities related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of December 31, 2015 and December 31, 2014.

Note 14. Leases

The ~~fair~~Company ~~value~~leases ofits ~~the~~office ~~derivative~~space ~~liabilities~~at as13613 ofGulf ~~December 31~~Boulevard, ~~2015~~Madeira ~~and~~Beach ~~December~~FL. 31The monthly rent is $1,500, ~~2014~~and ~~are~~rent asexpense ~~follows:~~for the year was $10,500.

	2015		2014
Derivative Instrument
Notes conversion feature liability	$	686,255	$	375,949
Warrant liability		759		11,772
Total	$	687,014	$	387,721

Note 15. Income taxes

~~Fair~~Following ~~Value~~is ~~Valuation~~a ~~Hierarchy~~summary ~~Measurement~~of the components giving rise to the income tax benefit for the years ended December 31:

~~FASB~~The ~~ASC~~benefit ~~820~~for ~~establishes~~income ataxes ~~valuation~~consists ~~hierarchy for disclosure~~ of the ~~inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows.~~following:

□ 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.

	2016			2015
Currently payable
Federal	$	-		$	-
State		-			-
Total currently payable	$	-		$	-
Deferred
Federal	$	(85,162	)	$	(434	)
State	$	(-	)	$	(-	)
Total deferred	$	(85,162	)	$	(434	)
Less: increase in valuation allowance		85,162			434
Net deferred		-			-
Total income taxes	$	-		$	-

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 derivative liabilities are measured at fair value using certain estimated factors such as volatility and probability and are classified within Level 3 of the valuation hierarchy. The following table provides a roll forward of the liabilities carried at fair value measured using significant unobservable inputs (level 3).F-20

	2015		2014
Fair value – beginning of year	$	387,721	$	32,419
Liability recognized for conversion feature of debtissued in exchange for share rights		134,813		-
Loss recognized		164,480		355,302
Fair value – end of year	$	687,014	$	387,721

The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows:

5. INCOME TAXES

	2016			2015

Statutory United States Federal income tax rate		35.0	%		35.0	%

Change in Fair value of derivative liability		4.2	%		-

Impairment of Acquisition		(28.4	)%		-

Non-deductible interest		(7.3	)%		-

Change in valuation allowance		(3.5	)%		(35.0	)%

Effective tax rate		0.0	%		0.0	%

~~Following~~Note is16. aSubsequent ~~summary of the components giving rise to the income tax benefit for the years ended December 31:~~Events

~~The~~Issuance ~~benefit for income taxes consists~~ of ~~the following:~~Debt

	2015			2014
Currently payable
Federal	$	-		$	-
State		-			-
Total currently payable	$	-		$	-
Deferred
Federal	$	(121,318	)	$	(1,084,885	)
State	$	(413	)	$	(17,832	)
Total deferred	$	(121,731	)	$	(1,102,717	)
Less: increase in valuation allowance		121,731			1,102,717
Net deferred		-			-
Total income taxes	$	-		$	-

On January 1, 2017, the Company issued a note for $20,000 for consulting services. The convertible promissory note bears no interest and matures on July 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

~~F-14~~On February 1, 2017, the Company issued a note for $20,000 for consulting services. The convertible promissory note bears no interest and matures on August 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

~~Individual~~On ~~components~~March 1, 2017, the Company issued a note for $20,000 for consulting services. The convertible promissory note bears no interest and matures on September 1, 2017. The third party has the option to convert all or a portion of ~~deferred~~the ~~taxes~~note plus accrued interest into common stock at ~~December~~a 31conversion price ~~are~~equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, asthere ~~follows:~~have been no conversions of this Note and the entire amount is outstanding.

	2015			2014
Deferred tax assets
Net operating loss carry forwards	$	2,939,421		$	2,910,879
Equity issued for services		1,333,873			1,298,831
Accrued compensation		351,870			323,575
Other		205,952			175,683
Total	$	4,831,116			4,708,968
Less valuation allowance		(4,831,116	)		(4,708,968	)
Net deferred tax asset	$	-		$	-

On March 21, 2017 the Company issued a convertible promissory note in the principal amount of $57,000 to an unrelated party. The convertible note matures on April 30, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 30% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

~~The~~On ~~Company~~April ~~has approximately~~1, ~~$11~~2017,~~700,000~~ inthe ~~federal~~Company ~~net~~issued ~~operating~~a ~~loss~~note ~~carry-forwards~~for ~~(“NOLs”)~~$5,000 ~~available~~for ~~to reduce future~~consulting ~~taxable income~~services. ~~These~~ ~~carry-forwards~~The ~~expire~~convertible atpromissory ~~various~~note ~~dates~~bears ~~from~~no ~~2024~~interest ~~through~~and ~~2035.~~matures ~~Due~~on toOctober ~~the~~1, ~~uncertainty~~2017. ~~of the~~The ~~Company’s~~third ~~ability~~party tohas ~~generate sufficient taxable income in~~ the ~~future~~option to ~~utilize~~convert all ~~the~~or ~~NOLs~~a ~~before~~portion ~~they~~of ~~expire,~~ the ~~Company~~note ~~has~~plus ~~recorded~~accrued ainterest ~~valuation~~into ~~allowance~~common tostock ~~reduce~~at ~~the~~a ~~gross~~conversion ~~deferred~~priceequal ~~tax asset~~ to ~~zero.~~50% ~~The $1,047,000 reduction~~ of the ~~net~~lowest ~~operating~~closing ~~loss~~bid price ~~deferred~~for ~~tax asset reflected on~~ the ~~financial~~twenty ~~statements~~days isprior ~~attributable~~ to the ~~unrecognized~~ ~~tax~~conversion. ~~benefit~~As of ~~$760,000 plus approximately $287,000 related to tax deductions for stock awards, options and warrants exercised subsequent to~~ the ~~implementation~~date of ~~FASB~~this ~~ASC 718~~filing, ~~which~~there ~~are~~have ~~not~~been ~~included~~no inconversions ~~the determination~~ of ~~the deferred~~this ~~tax~~Note ~~asset above~~ and the ~~will~~entire beamount ~~recognized~~is ~~in accordance with FASB ASC 718 when realized for tax purposes~~outstanding.

~~Internal~~Conversion ~~Revenue Code Section 382 ("Section 382") imposes limitations on the availability~~ of aDebt ~~company's net operating losses~~ and ~~other~~Issuance ~~corporate tax attributes as ownership changes occur. As a result~~ of the historical equity instruments issued by the Company, a Section 382 ownership change or changes may have occurred and a study will be required to determine the date(s) of the ownership change, if any. The amount of the Company's net operating losses and other tax attributes incurred prior to the ownership change may be limited based on the Company's value. A full valuation allowance has been established for the deferred tax assets including the net operating losses. Accordingly, any limitations resulting from Section 382 application is not expected to have a material effect on the balance sheets or statements of operations of the Company.Shares

~~The~~Subsequent ~~differences~~to ~~between~~ the ~~United~~Balance ~~States~~sheet ~~statutory~~date, ~~federal income tax rate and~~ the ~~effective~~Company made ~~income tax rate in~~ the ~~accompanying~~following ~~consolidated~~issuances ~~statements~~ of ~~operations~~shares ~~are~~for asconversion ~~follows~~of debt:

	2015			2014
Date	Shares issued			Principal and accrued interest converted
Statutory United States federal rate		34.0	%		34.0	%
1/4/17		383,296		$	2,146
Nontaxable gain on extinguishment of debt		-			(52.9	)
1/9/17		362,207			2,028
Nondeductible interest expense		(8.3	)		3.8
1/26/17		293,011			2,637
Reduction of NOL carryover from extinguishment of debt		-			52.9
2/17/17		455,272			5,690
Change in valuation allowance		(11.2	)		(41.1	)
3/9/17		455,191			6,145
Other - Non deductible loss		14.5			3.3
Total		1,948,977		$	18,646
Effective tax rate		0	%		0	%

AConsulting ~~reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:~~Agreement

Unrecognized tax benefits balance at January 1		$	760,000			$	760,000
Unrecognized tax benefits balance at December 31		$	760,000			$	760,000

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

AtChange ~~each~~in ofIndependent ~~December~~Registered ~~31,~~Public ~~2015~~Accounting ~~and 2014, the total unrecognized tax benefits of $760,000 have been netted against the related deferred tax assets.~~Firm

~~The~~On ~~Company~~February ~~recognizes~~16 ~~interest~~, ~~accrued and~~2017 ~~penalties~~Scrudato ~~related~~& toCo., PA ~~unrecognized~~(“Scrudato”) ~~tax~~notified ~~benefits~~the inBoard ~~tax~~of ~~expense.~~Directors ~~During~~(the "Board") of the ~~years~~Company ~~ended~~that ~~December~~it ~~31,~~had ~~2015~~determined ~~and~~to ~~2014~~resign as the Company ~~recognized~~'s noindependent ~~interest~~registered ~~and~~public ~~penalties.~~accounting ~~The~~firm, ~~Company~~effective ~~files~~immediately ~~income~~. ~~tax~~On ~~returns~~February in17, ~~the~~2017 ~~U.S.~~, ~~federal~~the ~~jurisdiction~~Board ~~and New York State.~~determined ~~The~~to ~~tax~~engage ~~years~~DLL ~~2012~~CPAS -LLC ~~2015~~as ~~generally~~its ~~remain~~new ~~open~~independent toregistered ~~examination~~public byaccounting ~~major~~firm ~~taxing jurisdictions~~ to ~~which~~replace ~~the Company is subject.~~Scrudato

~~6. STOCKHOLDERS~~Scrudato’s ~~DEFICIENCY~~reports on the Company's financial statements for the year ended December 31, 2015 , did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Scrudato’s reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

AsThe ofdecision ~~December~~to ~~31,~~engage ~~2015~~DLL ~~the~~CPAS ~~Company~~LLC ~~was~~as ~~authorized~~the toCompany's ~~issue~~new upauditor to(as ~~800,000,000~~discussed ~~shares~~below) ofwas ~~common~~approved ~~stock~~by ~~and~~the ~~10,000,000 shares of preferred stock~~Board.

~~F-15~~During the year ended December 31, 2016, there were no disagreements between the Company and Scrudato on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Scrudato , would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such years.

~~Preferred~~On ~~Stock~~February ~~Issuances~~17 , 2017 , the Board determined to engage DLL CPAS LLC as its new independent registered public accounting firm responsible for auditing its financial statements.

~~Series~~Executive DCompensation Preferred Stock On June 10, 2013 the Company obtained the consent of the holders of the majority of the outstanding preferred shares for the creation of a Series D Preferred Stock. The holder of the Series D Preferred Stock is entitled to a 51% vote on all matters submitted to a vote of the shareholders of the Company. There are no other rights or preferences attached to the Series D Preferred Stock. On July 1, 2013, the Company issued 100 shares of the Company’s Series D Preferred Stock to Jim Wemett, the sole officer and a director of the Company. Such securities were issued under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission.Contracts

~~Series~~In BFebruary 2017 , the Corporation entered into Employment Agreements with (i) Mr. Colm Wrynn - the President and CChief ~~Preferred~~Executive Officer, (2) Mr. Daniel Stelcer - the Secretary ~~Stock~~and Chief Operating Officer, and (3) Ms. Linda Giampietro –Vice President effective as of January 1,2017, Messrs. Wrynn and Stelcer and Ms. Giampietro have provided services to the Corporation with minimal compensation since June 2016. Messrs. Wrynn and Stelcer and Ms. Giampietro are each a controlling person of the Corporation. The Agreements, provide for annual base compensation of $120,000 per year and related fringe benefits. Copies of the Agreements are annexed by reference as Exhibits 10.198 , 10.199 and 10.200 in this Form 10K.

~~Each~~Change ~~share~~in ofLegal the Series B and C Convertible Preferred Stock are convertible into 160 shares of the Company’s common stock and votes on an as-converted basis (with each share having 160 votes). Both the Series B and C designations limit 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. Accordingly, the votes attributable to the Series B and C Convertible Preferred constitutes 4.99% of the aggregate votes attributable to the Company’s outstanding shares on an as converted basis.Entity

~~During~~As ~~2014,~~of ~~Platinum~~April ~~elected~~6, ~~to convert 269~~2017,~~592~~ ~~shares~~Omni ~~of their Series C preferred shares into 143~~Shrimp,~~782~~ ~~common~~Inc. ~~shares~~is at the ~~then prescribed conversion rate of 160 common~~ ~~shares~~new ~~per~~name ~~each Series C share. In connection with the June 27, 2014 Payoff Agreement (Note 2) all shares~~ of the ~~remaining Series C preferred shares were cancelled~~Company.

~~Common Stock Issuances~~F-21

~~During~~Note ~~2015,~~17: ~~the~~Officers ~~Company~~and issued 200,000 common shares in satisfaction of $20,000 of principal obligations to lenders on convertible debt. During 2014, the Company issued 100,000 common shares in satisfaction of $12,000 of interest obligations to lenders on convertible debt.directors

~~Warrants~~Changes ~~Grants~~in Control of Registrant.

~~The~~On ~~Company~~June ~~has~~23, ~~issued~~2016 ~~warrants~~(the "Effective toDate"), ~~purchase shares~~it ofentered ~~its~~into ~~common~~a ~~stock~~Share toExchange ~~certain~~Agreement ~~consultants~~(the ~~and~~"Exchange ~~debt~~Agreement") ~~holders.~~with Asall of ~~December~~the 31shareholders of Omni Shrimp, ~~2015~~Inc., ~~and~~a ~~December~~Florida 31corporation ("OMNI"), ~~2014~~pursuant ~~there~~to ~~were~~which ~~common~~the shareholders exchanged with the Company all ~~stock~~of ~~warrants~~the outstanding toshares ~~purchase~~of anstock ~~aggregate~~of OMNI and OMNI thereupon became a wholly owned subsidiary of 1the Company. In consideration for the exchange of those OMNI shares,~~217,941~~ the Company ~~and~~issued ~~545~~28,~~294~~500 shares of ~~common~~a ~~stock,~~newly ~~respectively,~~created ~~pursuant~~Series toE Preferred Stock of the ~~warrant~~Company ~~grant~~(the ~~agreements~~"Series E Preferred Stock").

OnAs ~~February~~a ~~15,~~result ~~2015,~~of ~~the Company granted~~their aownership ~~total~~ of ~~300,000~~the ~~warrants~~Series toE ~~the~~Preferred ~~Company’s~~Stock, ~~board~~the ~~members.~~Omni ~~These~~shareholders ~~warrants~~acquired ~~grant~~ the right to ~~purchase~~vote ~~one~~95% ~~share~~ of ~~common stock~~the atvoting ancontrol ~~exercise price~~ of ~~$0.10~~the ~~per share~~Company. The ~~warrants~~Series ~~were~~E ~~fully~~Preferred ~~vested~~Stock asis ofalso ~~the~~convertible ~~grant~~into ~~date~~common ~~and~~stock ~~contain~~which, ain ~~cashless~~the ~~exercise provision.~~aggregate, ~~The~~would ~~fair~~represent ~~value~~up ofto ~~the~~95% ~~warrants~~of on the ~~date~~outstanding common ofstock ~~grant~~after ~~was determined using~~ the ~~Black-Scholes~~conversion. ~~model~~In ~~and~~addition, ~~was measured~~ on the ~~date~~Effective ~~of grant at $61~~Date,~~106. An~~ ~~expected~~the ~~volatility~~holders ~~assumption~~ of ~~140%~~all ~~was used based on the volatility~~ of the Company’'s ~~stock~~ ~~price~~outstanding ~~utilizing~~Series ~~a look-back basis~~ B and ~~the~~Series ~~risk-free~~D ~~interest~~Preferred ~~rate~~Stock, ofincluding James ~~1.62%~~Wemett, ~~which~~who ~~was~~is ~~derived~~a ~~from~~director ~~the~~of ~~U.S. treasury yields on~~ the ~~date~~Company ofand ~~grant. The~~was ~~market~~an officer and ~~price~~principal shareholder of the ~~Company’s~~company ~~common~~prior ~~stock on~~ to the ~~grant~~effective date, ~~was~~as ~~$0.22 per share. The expiration date used in~~ the ~~valuation~~holder ~~model~~of ~~aligns with~~ the ~~warrant~~Series ~~life~~D ofshares, ~~five~~surrendered ~~years~~those asshares ~~indicated in~~ to the ~~agreements~~Company. ~~The dividend yield was assumed to be zero.~~

OnThe ~~May 30, 2015, the~~ Company ~~granted~~has aalso ~~total~~changed ofits ~~375,000~~name ~~warrants~~from toNatural ~~the~~Nano, ~~Company’s board members and one consultant~~Inc. ~~These warrants grant the right~~ to ~~purchase~~Omni ~~one share~~Shrimp, ~~of common stock at an exercise price of $0~~Inc.05 ~~per~~concomitant ~~share.~~with ~~The~~its ~~warrants~~change ~~were~~in ~~fully~~business ~~vested~~model ~~as of the grant date~~ and ~~contain a~~approval ~~cashless~~from ~~exercise provision~~regulatory authorities. The ~~fair~~name ~~value~~change ~~of the warrants on the date of grant~~ was ~~determined~~effective ~~using~~by ~~the~~a ~~Black-Scholes~~Merger ~~model and~~Agreement ~~was measured~~ on ~~the~~April ~~date of grant at $41~~6,~~676. An~~ ~~expected volatility assumption of 140% was used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1~~2017.49% which was derived from the U.S. treasury yields on the date of grant. The market price of the Company’s common stock on the grant date was $0.12 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero.

	2015							2014
	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		394,110		$	4.26		2.24
Granted during the year		675,000		$	0.07				160,000		$	0.42
Cancelled or forfeited		(2,353	)	$	102.00				(8,824	)	$	127.50
Warrants outstanding: end of year		1,217,941		$	0.35		4.1		545,294		$	1.13		5.9
Warrants exercisable: end of year		1,217,941		$	0.35		4.1		545,294		$	1.13		5.9

F-22

~~F-16~~Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

~~During~~On ~~2014,~~February ~~the Company granted a total of 160~~16,~~000~~ ~~warrants~~2017 toScrudato ~~certain~~& ~~consultants~~Co., ~~the Company’s CEO and the Company’s independent board member. These warrants~~PA ~~grant~~notified the ~~right~~Board ~~to purchase one share~~ of ~~common~~Directors ~~stock~~(the at"Board") ~~an exercise price~~ of ~~$0.42~~Omni ~~per~~Shrimp, ~~share~~Inc., ~~The warrants were fully vested as of the grant date and contain a cashless exercise provision~~Inc. ~~The fair value of~~ (the ~~warrants~~"Company") on(“Scrudato”) that ~~the~~it ~~date~~had ~~of grant was~~ determined ~~using~~ ~~the~~to ~~Black-Scholes~~resign ~~model~~as ~~and was measured on~~ the ~~various dates of grant at $105,501. An expected volatility assumption of 289% has been used based on the volatility of the~~ Company’'s ~~stock~~independent ~~price~~registered ~~utilizing~~public aaccounting ~~look-back~~firm, ~~basis~~effective ~~and the risk-free interest rate of 1~~immediately.~~63%~~ ~~and~~On ~~was derived from the U.S. treasury yields on the dates of grant. The market price of the~~February ~~Company’s~~17, ~~common~~2017, ~~stock on~~ the ~~grant~~Board ~~date~~determined ~~was~~to ~~$0.66~~engage ~~per~~DLL ~~share. The~~CPAS ~~expiration~~LLC ~~date used in the valuation model aligns with the warrant life of five years~~ as ~~indicated~~its innew ~~the~~independent ~~agreements. The~~registered ~~dividend~~public ~~yield~~accounting ~~was~~firm ~~assumed~~ to bereplace ~~zero.~~Scrudato

~~Incentive~~Scrudato’s ~~Stock~~reports ~~Plans~~on the Company's financial statements for the year ended December 31, 2015 , did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Scraduto reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

~~Under~~The ~~the~~decision ~~Company’s~~to ~~2005~~engage ~~Incentive Stock~~DLL ~~Plan~~CPAS ~~(the~~LLC ~~“2005~~as ~~Plan”),~~ the ~~Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the~~ 2008 Incentive Stock Plan (the”2008 Plan”), the 2009 Stock Incentive Plan (the “2009 Plan”), the 2011 Stock Incentive Plan (the “2011 Plan”) and the 2012 Stock Incentive Plan (the “2012 Plan”), officers, employees, directors and consultants may be granted options to purchase the Company’'s ~~common~~new ~~stock~~auditor ~~at fair market value~~ (as ofdiscussed ~~the~~below) ~~date of~~was ~~grant.~~approved Options become exercisable over varying vesting periods commencing from the date of grant and have terms of five to ten years. The plans also provide for the granting of performance-based and restricted stock awards. The shares of Common Stock underlying the plans are reserved by the ~~Company from its authorized, but not issued Common Stock~~Board. Such shares are issued by the Company upon exercise by any option holder pursuant to any grant of such shares. The Plans are authorized to grant awards as follows: the 2005 Plan is authorized to grant up to 823,529 share unit awards, the 2007 Plan is authorized to grant up to 1,000,000 share unit awards, and the 2008 Plan is authorized to grant up to 47,058,824 unit share awards. The 2009 Plan is authorized to grant up to 1,176,471 share unit awards. The 2011 Plan is authorized to grant up to 1,470,588 share unit awards. The 2012 Plan is authorized to grant up to 1,764,706 share unit awards.

~~Employee~~During ~~stock~~the ~~compensation~~year ~~expense~~ended ~~was $0~~December ~~for~~31, 2016, (the date ~~years~~of ~~ended~~resignation ~~December~~of 31Scrudato), ~~2015~~there were no disagreements between the Company and ~~2014.~~Scrudato Noon ~~option~~any ~~grants~~matter ~~were~~of ~~made~~accounting inprinciples or ~~2015~~practices, financial statement disclosure, or ~~2014~~auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Scrudato, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such years.

AOn ~~summary~~August 3, 2016, the Board of Directors (the ~~status~~"Board") of ~~outstanding~~Omni Shrimp, Inc., Inc. (the "Company") notified Freed Maxick CPAs, P.C ("Freed Maxick") ~~incentive~~that ~~stock~~it ~~plans~~had isdetermined ~~presented~~to ~~below:~~dismiss them as the Company's independent registered public accounting firm, effective as of August 3, 2016. Also on August 3, 2016, the Board determined to engage Scrudato & Co., PA ("Scrudato") as its new independent registered public accounting firm to replace Freed Maxick.

	2015							2014
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life-years		Shares		Weighted Average Exercise Price		Weighted Average Remaining Life-years
Outstanding beginning of year		2,363		$	1,070		3.53		2,363	$	921		3.5
Granted during the year		-							-
Cancelled or forfeited		(1,264	)	$	255				-
Options outstanding end of year		1,099		$	2,008		1.05		2,363	$	1,070		2.1
Options exercisable end of year		1,099		$	2,008		1.05		2,363	$	1,070		2.1

Freed Maxick reports on the Company's financial statements as of and for the two years ended December 31, 2015 and 2014, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Freed Maxick reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

AsThe ofdecision ~~December~~to ~~31,~~dismiss Freed ~~2015,~~Maxick ~~the~~and ~~aggregate~~to ~~intrinsic~~engage ~~value~~Scrudato ofas the ~~stock~~ ~~options~~Company's ~~outstanding~~new ~~and~~auditor ~~exercisable~~(as discussed below) was $0approved by the Board.

7Item 9A Controls and Procedures. ~~CREDITOR CONCESSIONS~~

~~During~~Evaluation the 2015 and 2014, the Company entered into various agreements with certain vendors to settle accounts payable that were outstanding for amounts less than the liability that was recorded in the accompanying consolidated balance sheet. As a result of ~~these~~Disclosure ~~agreements,~~Controls ~~liabilities of $10,000~~ and ~~$75,037 respectively, were relieved resulting in a gain on forgiveness of debt. These vendor concessions have been treated as gains in the period that the underlying agreement was reached.~~Procedures

8Our Chief Executive Officer and Chief Financial Officer have each reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934), as of December 31, 2016. ~~COMMITMENTS~~ ~~AND~~Based ~~LEASE~~on ~~OBLIGATIONS~~such review and evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2016, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission pursuant to the reporting obligations of the Exchange Act, including this Annual Report on Form 10-K, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

~~Lease~~A ~~obligations~~control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls also is based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.

The Company leases approximately 9,200 square feet in Rochester, NY for laboratory space. The lease is a month-to-month agreement at $2,000 per month with no targeted end date. Total rent expense of $24,000 was incurred in each of the years ended December 31, 2015 and 2014. The CompanyManagement’s ~~corporate~~Annual ~~operations~~Report ~~are~~on ~~currently conducted from office space located at 763 Linden Avenue~~Internal ~~Rochester,~~Control ~~New~~Over ~~York.~~Financial ~~There is no signed lease agreement for this location, the Company incurred $2,500 in rent expense during each of the years ended 2015 and 2014.~~Reporting

FOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-1715(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“US GAAP”), including those policies and procedures that:

~~Commitments~~20

~~Legal~~· ~~Proceedings~~pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company,

On· ~~March~~provide ~~24,~~reasonable ~~2009~~assurance ~~the~~that ~~Company~~transactions ~~received a~~are ~~demand~~recorded ~~notice~~as ~~from~~necessary ~~an attorney representing a group of certain former employees of the Company, including but not limited~~ to ~~the~~ ~~Company’s~~permit ~~former~~preparation ~~President and Chief Financial Officer, demanding immediate payment~~ of ~~$331,265~~financial ~~for~~statements ~~certain deferred compensation, severance and vacation benefits. Each of the former employees cited~~ in ~~the~~accordance ~~demand~~with ~~notice,~~US ~~as well as other former employees~~GAAP, ~~had~~and ~~executed written agreements during 2008~~ that ~~allowed~~receipts ~~the Company to defer certain of these compensation payments. The Company has accrued for earned~~ and ~~unused~~expenditures ~~vacation~~are ~~benefits~~being ~~and~~made ~~deferred~~only ~~payroll costs for amounts electively deferred by these and other former employees as of December 31, 2015. The Company has retained counsel~~ in ~~connection~~accordance with ~~this~~authorizations ~~demand and continues to evaluate this demand notice and has responded to this demand. No actions or probable settlement discussions between the parties have developed since the filing~~ of ~~this~~management ~~demand. Due to the Company’s current cash~~ and ~~liquidity~~directors ~~position discussed above and the current evaluation~~ of the ~~items in the demand notice~~company, ~~the timing of future payment of these outstanding amounts in uncertain. No further communication has been had regarding this notice.~~and

~~During~~· ~~the~~provide ~~third~~reasonable ~~quarter~~assurance ~~ending~~regarding ~~September 30,~~prevention ~~2010,~~or ~~two~~timely ~~former~~detection ~~employees,~~of ~~one~~unauthorized ~~involved in the March 24~~acquisition, ~~2009~~use ~~demand,~~or ~~agreed~~disposition toof ~~forgive~~ the ~~Company~~company’s ~~liability~~assets tothat ~~them of~~could ~~$54,691~~have ~~related~~a tomaterial ~~deferred~~effect ~~compensation~~on inthe ~~exchange~~financial ~~for shares of common stock~~statements.

~~9. REVERSE STOCK SPLIT~~21

OnBecause ~~December 19, 2014, the Company filed a Certificate~~ of ~~Amendment to~~ its ~~Restated~~inherent ~~Certificate of Incorporation~~limitations, ~~as amended, with the Secretary of State of the State of~~internal ~~Nevada,~~control toover ~~effect~~financial areporting ~~1-for-300~~may ~~reverse~~not ~~stock~~prevent ~~split of its common stock,~~ or ~~the~~detect ~~Reverse Stock Split~~misstatements. ~~This~~Also, ~~action~~projections ~~had previously been approved by the Company’s Board~~ of ~~Directors~~any onevaluation ~~November 4, 2014. As a result~~ of ~~the~~effectiveness to ~~Reverse~~future ~~Stock~~periods ~~Split,~~are ~~every~~subject ~~three~~to ~~hundred shares of~~ the ~~Company’s~~risk ~~pre-reverse~~that ~~split~~controls ~~common~~may ~~stock~~become ~~were~~inadequate ~~combined~~because ~~and reclassified into one share~~ of ~~its~~changes ~~common stock. No fractional shares were issued~~ in ~~connections~~conditions, ~~with~~or that the ~~Reverse Stock Split. Stockholders who would have been entitled to receive~~degree aof ~~fractional~~compliance ~~share in connection~~ with ~~the~~policies ~~Reverse Stock Split received one whole share. The par value~~ and ~~other~~procedures ~~terms~~may ~~of the common stock were not affected by the Reverse Stock Split~~deteriorate.

~~The~~Under ~~Company’s~~the ~~common~~supervision ~~stock~~and ~~began~~with the participation ~~trading~~of atour ~~its~~management, ~~post-Reverse~~we ~~Stock~~have ~~Split~~assessed ~~price~~the ateffectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the ~~beginning~~1992 criteria described in Internal Control – Integrated Framework issued by the Committee of ~~trading~~Sponsoring Organizations of the Treadway Commission. Due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls to lessen the issue of segregation of duties. Based on this assessment and those criteria, our management concluded that the Company did not maintain effective internal control over financial reporting as of December 2331, ~~2014~~2016.

10A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~SUBSEQUENT~~ Our management ~~EVENTS~~identified the following material weaknesses as of December 31, 2016:

~~Debt,~~Entity ~~Stock~~Level. We recognize the need to provide leadership and ~~Warrant~~guidance to our employees regarding the maintenance and preparation of financial matters. There is a ~~transactions~~weakness ~~subsequent~~due to ~~December~~the ~~31,~~fact ~~2015~~that there are no documented policies and procedures in place for certain procedures. An audit committee has not been established.

OnFinancial ~~March~~Reporting. ~~10,~~There ~~2016~~needs to be a more structured mechanism for evidence of review in the financial reporting process. The following procedures have been implemented since the beginning of 2009, (a) CFO signs and date all financial documents upon the ~~Company~~completion ~~issued~~of ~~110~~reviewing such documents,~~000~~ (b) ~~common~~all ~~shares~~approval or permission will be evidenced by either email or in ~~satisfaction~~writing. ofNo $5oral approval or permission is allowed,~~500~~ of(c) ~~outstanding~~General Journal ~~principal.~~is ~~The~~recorded ~~issuance~~only ofafter ~~these~~CFO ~~shares~~approves ~~reflects~~(in awriting) ~~debt~~such ~~conversion~~entry ~~price~~and (d) monthly bank reconciliations must complete within 15 ofdays ~~$0.05~~after ~~per~~month ~~share~~ends and reviewed by CFO 5 days after the completion of bank reconciliation.

OnConfidential ~~January~~Reporting 7Mechanism. ~~and~~We ~~April 13, 2016, the Company~~recognize ~~issued~~that awe ~~total~~need ofto ~~508,156~~provide ~~shares~~leadership ofand ~~restricted~~guidance ~~common~~to ~~stock~~our inemployees, ~~connection~~clients ~~with~~and ~~four~~vendors ~~cashless~~regarding ~~exercise~~business ~~transaction~~ethics ~~from~~and ~~warrant~~professional ~~holders~~conduct. On ~~January~~A 7,confidential ~~2016~~reporting ~~and~~mechanism ~~April~~must ~~13,~~be ~~2016,~~in ~~the~~place ~~Company~~for ~~issued~~anonymous ~~37,500~~reporting ~~and~~of ~~36,776~~a ~~respectively,~~breach ~~restricted common shares~~ to athese ~~consultant~~ethics ~~based~~that onwill aenable prompt ~~request~~and ~~for~~thorough ~~the~~investigation. ~~exercise~~In ofJanuary ~~certain~~2009, ~~warrants~~we ~~agreement~~implemented ~~with~~a ~~the~~whistleblower ~~consultant~~program. ~~Also~~A ontoll-free ~~January 7~~number, ~~2016 and~~as ~~April~~well ~~13,~~as ~~2016~~an ~~the~~email address, ~~Company~~were ~~issued~~posted ~~250,000~~on ~~and~~the ~~183,880~~homepage ~~respectively,~~of ~~restricted~~our ~~common~~website ~~shares~~ to ~~the~~encourage ~~Company’s~~our ~~CEO~~employee, ~~based on~~contractors, asub-contractors, ~~request~~vendors ~~for~~to ~~the~~report any ~~exercise~~unethical ofor ~~certain~~illegal ~~warrants~~behavior ~~agreement~~they ~~with the CEO~~suspect.

OnThe ~~January~~entire 5staff consists of three officers, one ~~2016~~Controller and one receptionist. Therefore, ~~the~~we ~~Company~~have ~~issued~~relied aheavily ~~total~~on ofentity ~~450,000 warrants~~or management review controls to ~~directors~~lessen ~~and~~the aissue of ~~consultant~~segregation of duties. ~~These~~Upon ~~warrants~~receiving ~~vested~~adequate ~~immediately~~financing ~~and~~the ~~were~~Company ~~granted~~plans ~~with~~to aincrease ~~ten~~its ~~year~~controls ~~life,~~in anthese areas by hiring ~~exercise~~more ~~price~~experienced ofemployees ~~$0.02~~in ~~per~~financial ~~share~~reporting, establishing an audit committee and ~~included~~formally adocumenting ~~cashless~~the ~~exercise~~controls ~~provision~~the Company has in place.

~~F-18~~Attestation Report

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only our management’s annual report on internal control over financial reporting in this Form 10-K.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth the names and positions of our current executive officers and directors.

Name	Age	Principal Positions and Offices with our Company	Director Since
Colm Wrynn	46	Chief Executive Officer, Chairman of the Board and Director	2016
Dan Stelcer	47	Secretary, Chief Operating and Director	2016
Linda Giampietro	53	Vice President

Set forth below is a brief description of the background of each of our director and executive officer, based on information provided to us by them.

Mr. Wrynn, age 46, has more than twenty-years of experience assisting emerging growth companies to achieve their business objectives. His duties have included advising, operating, investing and providing emerging growth companies in a variety of industries with debt and equity capital, financial structuring and strategies for growth. Additionally, Mr. Wrynn has provided consulting services to emerging growth companies that have included creation of and implementation of various strategies for acquisition, organic growth, re-capitalization, balance sheet optimization and operational streamlining. For the past five years, the majority of Mr. Wrynn’s efforts have been expended on Fisherman’s Ice and Bait as Principal. Mr. Wrynn is also a Principal of Madeira Beach Seafood LLC, a real estate holding company, The Garlic Knot Franchise Systems, as Managing Member and Vanguard Funding, LLC as a consultant. Previously, Mr. Wrynn was Managing Member of Breckenridge Fund, LLC and Deer Creek Fund, LLC, two investment funds specializing in equity, debt and asset backed loans to emerging growth companies. Additionally, in 2001, Mr. Wrynn co-founded the Garlic Knot, LLC, and has been an integral part of growing the entity into a fourteen unit Franchise. Mr. Wrynn has a B.S. in Finance and a MBA from St. John’s University.Mr. Wrynn also attended St. Johns University Law School..

Mr. Stelcer, age 47, is a principal in Fisherman’s Ice & Bait Inc. since 2012. Mr. Stelcer is also a principal in Madeira Beach Seafood LLC, a real estate holding company. Prior to his involvement in MBS, he was a managing partner in Touchcom Inc., a leading security integrator company based out of Burlington, MA. With his assistance and guidance, Touchcom pioneered the first cloud based electronic security system. In 2008, Touchcom was sold privately to the world’s leading security solutions group, London based G4S http://www.g4s.us. London Stock Exchange Symbol: GFS. Mr. Stelcer has a B.S in Business Administration from Hofstra University.

Ms. Giampietro, 53, is a principal in Fisherman’s Ice & Bait Inc.and a real estate holding company, which she has helped manage for 23 years. She is also a part owner of three Garlic Knot pizza restaurants in Colorado. Ms. Giampietro is a graduate of Drexel University with a Degree in Finance.

Corporate Governance

Audit Committee.

Our Board of Directors does not have an Audit Committee. Our Board of Directors performs the functions usually designated to an Audit Committee.

Other Committees.

The Board does not have standing compensation or nominating committees. Our Board plans to evaluate on an ongoing basis the need for establishing a compensation committee and/or a nominating committee, and it plans to so at the appropriate time.

The entire Board of Directors participates in the consideration of compensation issues and of director nominees. To date, the Board of Directors has not formally established any criteria for Board membership. Candidates for director nominees are reviewed in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In particular, weight is given to experience relevant to the Company’s operations in the water purification industry and familiarity with international business issues.

The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, involves compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.

Board Role in Risk Oversight

Our Board has overall responsibility for risk oversight with a focus on the most significant risks facing our Company. Not all risks can be dealt with in the same way, and it is the Board’s responsibility to evaluate the potential adverse impact of risks faced by the company and the resources allocated to avoid or mitigate the potential adverse impact.

Risk Assessment in Compensation Programs

The responsibility of the Board is to assess the Company’s compensation programs to identify potential risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Stockholder Communications

The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board; however, the names of all directors are available to stockholders in this Information Statement. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company, at 13613 Gulf Boulevard, Madeira Beach FL (Attention: Secretary). Director nominations submitted by a stockholder will be considered by the full Board. Each communication should clearly specify the name of the individual director or group of directors to whom the communication is addressed. Communications sent by email will be delivered directly to the Corporate Secretary, who will promptly forward such communications to the specified director addressees. Communications sent by mail will be promptly forwarded by the Corporate Secretary to the specified director addressee or, if such communication is addressed to the full Board of Directors, or to the Chairman of the Board (when one is appointed), who will promptly forward such communication to the full Board of Directors. Due to the infrequency of stockholder communications to the Board, the Board does not believe that a more formal process is necessary. However, the Board will consider, from time to time, whether adoption of a more formal process for such stockholder communications has become necessary or appropriate.

In general, advance notice of nominations of persons for election to our Board or the proposal of business to be considered by the shareholders must be given to our Secretary no earlier than the October 1 or later than December 1 preceding the next year’s annual meeting, which would be scheduled in the month of May or June.

A shareholder’s notice of nomination should set forth (i) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of such shareholder, as they appear on our books, and of such beneficial owner, (B) the number of shares of our common stock that are owned (beneficially or of record) by such shareholder and such beneficial owner, (C) a description of all arrangements or understandings between such shareholder and such beneficial owner and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder and of such beneficial owner in such business, and (D) a representation that such shareholder or its agent or designee intends to appear in person or by proxy at our annual meeting to bring such business before the meeting.

Director Compensation

The Company did not pay its directors any compensation in 2016 for their service as directors, and does not at this time have a compensation program in place for its directors.

Other Information about our Board of Directors

During our fiscal year ended December 31, 2016, our Board of Directors met as needed and formal minutes were maintained.

We do not have a formal policy on attendance at meetings of our shareholders; however, we encourage all Board members to attend shareholder meetings that are held in conjunction with a meeting of our Board of Directors. In fiscal 2015, every director attended at least 75 percent of the meetings of the Board and the committees on which he or she served held during his or her time of service.

Attendance of Directors at Shareholder Meetings

We do not have a formal policy on attendance at meetings of our shareholders

Section 16(a) Compliance by Officers and Directors

Based solely upon a review of Forms 3, 4 and 5 and amendments to these forms furnished to us, together with written representations received by us from applicable parties that no Form 5 was required to be filed by such parties, all parties subject to the reporting requirements of Section 16(a) of the Exchange Act filed all such required reports during and with respect to our fiscal year ended December 31, 2016.

Code of Ethics

We currently do not have a Code of Ethics but our Board of Directors plans to implement one in the near future.

Item 11.

Executive Compensation.

General

The following table sets forth, with respect to our fiscal years ended December 31, 2016, 2015 and 2014, all compensation earned by or paid to all persons who served as our chief executive officer at any time during our fiscal year ended December 31, 2014 and certain other executive officers, including our Chief Financial Officer and Chief Operating Officer.

SUMMARY COMPENSATION TABLE


	Fiscal Year	Salary		Stock Awards		Option Awards		All Other Compensation		Total
Colm Wrynn, Chief	2016	$	-	$		$	-		-	$
Executive Officer	2015	$		$	-	$	-		-	$
	2014	$		$		$			-	$

Daniel Stelcer, Chief	2016	$	-	$		$	-		-	$
Operating Officer	2015	$		$	-	$	-		-	$
	2014	$		$		$			-	$

Linda Giampietro,	2016	$	-	$		$	-		-	$
Executive Vice President	2015	$		$	-	$	-		-	$
	2014	$		$		$			-	$

James Wemett,	2016	$		$		$	63,000			$	63,000
Former CEO	2015	$	150,000	$	62,000	$	-		25,000	$	237,000
	2014	$	-	$	-	$	-		-	$

Employment Agreements/Arrangements with Executive Officers

In February 2017 , the Corporation entered into Employment Agreements with (i) Mr. Colm Wrynn - the President and Chief Executive Officer, (2) Mr. Daniel Stelcer - the Secretary and Chief Operating Officer, and (3) Ms. Linda Giampietro –Vice President effective as of January 1,2017, Messrs. Wrynn and Stelcer and Ms. Giampietro have provided services to the Corporation with minimal compensation since June 2016. Messrs. Wrynn and Stelcer and Ms. Giampietro each is a controlling person of the Corporation. The Agreements, provide for annual base compensation of $120,000.00 per year and related fringe benefits. Copies of the Agreements are annexed hereto as Exhibits 10.198 , 10.199 and 10.200 in our Form 8-K filed on February 17, 2017.

Outstanding Equity Awards at Fiscal Year-End

Neither Mr. Wrynn, Mr. Stelcer or Ms. Giampietro has any outstanding equity awards at December 31, 2016

Board of Directors Policy on Executive Compensation

Executive Compensation

Our executive compensation philosophy is to provide competitive levels of compensation by recognizing the need for multi-discipline management responsibilities, achievement of our company’s overall performance goals, individual initiative and achievement, and allowing our company to attract and retain management with the skills critical to its long-term success. Management compensation is intended to be set at levels that we believe is consistent with that provided in comparable companies. Our company’s compensation programs are designed to motivate executive officers to meet annual corporate performance goals and to enhance long-term stockholder value. Our company’s executive compensation has four major components: base salary, performance incentive, incentive stock options and other compensation.

Executive Base Salaries

Base salaries are determined by evaluating the various responsibilities for the position held, the experience of the individual and by comparing compensation levels for similar positions at companies within our principal industry. We review our executives’ base salaries and determine increases based upon an officer’s contribution to corporate performance, current economic trends and competitive market conditions.

Performance Incentives

We utilize performance incentives based upon criteria relating to performance in special projects undertaken during the past fiscal year, contribution to the development of new products, marketing strategies, manufacturing efficiencies, revenues, income and other operating goals to augment the base salaries received by executive officers.

Incentive Stock Options

Our company uses stock options as a means to attract, retain and encourage management and to align the interests of executive officers with the long-term interest of our company’s stockholders.

Benefits and Other Compensation

Our company does not offer a health plan to its executive officers or employees.

Retirement and Post Retirement Benefits

Our company does not offer a post-retirement health plan to its executive officers or employees unless it is included in an employment agreement directly entered between employee and us.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We currently have outstanding the following voting securities: our common stock, and Series E Preferred Stock.

The following tables set forth information with respect to the beneficial ownership of shares of each class of our voting securities as of _April 10, 2017, by:

each person known by us to beneficially own 5% or more of the outstanding shares of such class of stock, based on filings with the Securities and Exchange Commission and certain other information,

each of our current “named executive officers” and directors, and

all of our current executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power. In addition, under SEC rules, a person is deemed to be the beneficial owner of securities which may be acquired by such person upon the exercise of options and warrants or the conversion of convertible securities within 60 days from the date on which beneficial ownership is to be determined.

The term “named executive officers” is defined in the SEC rules as those executive officers who are required to be listed in the Summary Compensation Table provided under Item 10 of this Annual Report on Form 10-K.

Except as otherwise indicated in the notes to the following table,

we believe that all shares are beneficially owned, and investment and voting power is held by, the persons named as owners, and

the address for each beneficial owner listed in the table is c/o Omni Shrimp, Inc., Inc. at 13613 Gulf Boulevard, Madeira Beach FL

Series E Preferred Stock:

Name and Address of Stockholder	Amount and Nature of Beneficial Ownership		Percentage of Class
Colm Wrynn		9,500		33.3	%
Daniel Stelcer		9,500		33.3	%
Linda Giampietro		9,500		33.3	%
All executive officers and directors as a group (three persons)		28,500		100.0	%

Common Stock:

Name and Address of Stockholder (1)	Amount and Nature of Beneficial Ownership(1)			Percentage of Class(2)
Geevagh LLC (2)		36,753,359	(2)		31.666	%
DCDGG LLC (3)		36,753,359	(3)		31.666	%
Omni Ventures, Inc. (4)		36,753,359	(4)		31.666	%
All executive officers and directors as a group (3)					100	%

(1)

Based on 5,803,162 shares of common stock outstanding as of April 10, 2017.

(2)

Geevagh LLC, a New York limited liability company is the holder of 9,500 shares of the Series E Convertible Preferred Stock. Each share of Series E Preferred Stock is convertible into shares of Common Stock according to a formula, which currently is based on the actual issued and outstanding shares as of the date of conversion (subject to certain adjustments). The 9,500 shares have the right to vote on an "as if converted " basis in the aggregate amount equal to 31.666% of the then outstanding shares of common stock of the Company. Colm Wrynn, President, CEO and Director is the sole beneficial owner of all the interests in Geevagh LLC, and disclaims beneficial ownership of the securities held by any other person

(3)

DCDGG LLC, a New York limited liability company is the holder of 9,500 shares of the Series E Convertible Preferred Stock. Each share of Series E Preferred Stock is convertible into shares of Common Stock according to a formula, which currently is based on the actual issued and outstanding shares as of the date of conversion (subject to certain adjustments). The 9,500 shares have the right to vote on an "as if converted " basis in the aggregate amount equal to 31.666% of the then outstanding shares of common stock of the Company. Daniel Stelcer, Secretary, COO and Director Designee, is the sole beneficial owner of all the interests in DCDGG LLC, and disclaims beneficial ownership of the securities held by any other person.

(4)

Omni Ventures, Inc., a Florida corporation is the holder of 9,500 shares of the Series E Convertible Preferred Stock. Each share of Series E Preferred Stock is convertible into shares of Common Stock according to a formula, which currently is based on the actual issued and outstanding shares as of the date of conversion (subject to certain adjustments). The 9,500 shares have the right to vote on an "as if converted " basis in the aggregate amount equal to 31.666% of the then outstanding shares of common stock of the Company. Linda Giampietro, is the sole beneficial owner of all the interests in Omni Ventures LLC, and disclaims beneficial ownership of the securities held by any other person.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

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. No liability has been incurred by the Company to compensate MBS for their services.

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 December 31, 2016, the Company has borrowed $196,000 under this arrangement

Loans from MBS

MBS has loaned the Company $25,743 since its inception. These loans are promissory notes with no due date or interest rate

Rental of Office space

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

Shared Administrative Personnel

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

As of December 31, 2016, there were three related parties.

Item 14.

Principal Accountant Fees and Services.

On February 16 , 2017 Scrudato & Co., PA notified the Board of Directors (the "Board") of Omni Shrimp, Inc., Inc. (the "Company") (“Scrudato”) that it had determined to resign as the Company's independent registered public accounting firm, effective immediately . On February 17, 2017 , the Board determined to engage DLL CPAS LLC as its new independent registered public accounting firm to replace Scrudato

Scrudato’s reports on the Company's financial statements for the year ended December 31, 2015 , did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Scraduto reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

The decision to engage DLL CPAS LLC as the Company's new auditor (as discussed below) was approved by the Board.

During the year ended December 31, 2016, (the date of resignation of Scrudato ), there were no disagreements between the Company and Scrudato on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Scrudato , would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such years.

On August 3, 2016, the Board of Directors (the "Board") of Omni Shrimp, Inc., Inc. (the "Company") notified Freed Maxick CPAs, P.C ("Freed Maxick") that it had determined to dismiss them as the Company's independent registered public accounting firm, effective as of August 3, 2016. Also on August 3, 2016, the Board determined to engage Scrudato & Co., PA ("Scrudato") as its new independent registered public accounting firm to replace Freed Maxick.

Freed Maxick reports on the Company's financial statements as of and for the two years ended December 31, 2016 and 2015, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Freed Maxick reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

The decision to dismiss Freed Maxick and to engage Scrudato as the Company's new auditor (as discussed below) was approved by the Board.

Principal Accountant Fees and Services

The aggregate fees billed for services performed by Freed Maxick CPAs, P.C. for the years ended December 31, 2016 and 2015 are as follows:

	Fiscal Year Ended December 31,
Category	2016		2015
Audit fees (1)	$	46,500	$	54,175
Audit-related fees (2)		0		0
Tax fees (3)		0		0
All Other Fees (4)		0		0

AUDIT FEES

The aggregate audit fees for the years ended December 31, 2016 and 2015 were primarily related to the audit of the Company's annual financial statements and review of those financial statements included in the Company's quarterly reports on Forms 10Q.

AUDIT RELATED FEES

The Company did not engage Freed Maxick CPAs, P.C. to provide any other services during the last two years other than reported above.

TAX FEES

The Company did not engage Freed Maxick CPAs, P.C. to provide tax compliance, tax advice or tax planning services during the last two years.

ALL OTHER FEES

The Company did not engage Freed Maxick CPAs, P.C. to provide any other services during the last two years other than reported above.

The aggregate fees billed for services performed by Scrudato & Co., PA for the years ended December 31, 2016 and 2015 are as follows:

	Fiscal Year Ended December 31,
Category	2016		2015
Audit fees (1)	$	20,000	$	0
Audit-related fees (2)		0		0
Tax fees (3)		0		0
All Other Fees (4)		0		0

(1)

Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2)

Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table.

(3)

Consists of professional services rendered for tax compliance, tax advice and tax planning. The nature of these tax services is tax preparation.

(4)

No other services were provided during the years ended December 31, 2016 and 2015.

The aggregate fees billed for services performed by DLL CPAS LLC for the years ended December 31, 2016 and 2015 are as follows:

	Fiscal Year Ended December 31,
Category	2016		2015
Audit fees (1)	$	0	$	0
Audit-related fees (2)		0		0
Tax fees (3)		0		0
All Other Fees (4)		0		0

(1)

(2)

Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table.

(3)

Consists of professional services rendered for tax compliance, tax advice and tax planning. The nature of these tax services is tax preparation.

(4)

No other services were provided during the years ended December 31, 2016 and 2015.

Audit Committee Approval

We do not have an audit committee of our board of directors. We believe that each member of our board has the expertise and experience to adequately serve our stockholders’ interests while serving as directors. Since we are not required to maintain an audit committee and our full board acts in the capacity of an audit committee, we have not elected to designate any member of our board as an “audit committee financial expert.”

Pre-Approval Policy

We understand the need for DLL CPAs LLC to maintain objectivity and independence in its audit of our financial statements. To minimize relationships that could appear to impair the objectivity of DLL CPAs LLC, our board of directors has restricted the non-audit services that DLL CPAs LLC may provide to us and has determined that we would obtain even these non-audit services from DLL CPAs LLC only when the services offered by DLL CPAs LLC are more effective or economical than services available from other service providers.

Our board of directors has adopted policies and procedures for pre-approving all non-audit work performed by DLL CPAs LLC or any other accounting firms we may retain. Specifically, under these policies and procedures, our board shall pre-approve the use of DLL CPAs LLC for detailed, specific types of services within the following categories of non-audit services: merger and acquisition due diligence and related accounting services; tax services; internal control reviews; and reviews and procedures that we request DLL CPAs LLC to undertake to provide assurances of accuracy on matters not required by laws or regulations. In each case, the policies and procedures require our board to set specific annual limits on the amounts of such services which we would obtain from DLL CPAs LLC and require management to report the specific engagements to the board and to obtain specific pre-approval from the board for all engagements.

Board of Directors Approval of Audit-Related Activities

Management is responsible for the preparation and integrity of our financial statements, as well as establishing appropriate internal controls and financial reporting processes. DLL CPAs LLC is responsible for performing an independent audit of our financial statements and issuing a report on such financial statements. Our board of directors’ responsibility is to monitor and oversee these processes.

Our board reviewed the audited financial statements of our company for the year ended December 31, 2016 and met with both other members of management and the independent auditors, separately and together, to discuss such financial statements. Management and the auditors have represented to us that the financial statements were prepared in accordance with generally accepted accounting principles in the United States. Our board also received written disclosures and a letter from our auditors regarding their independence from us, as required by [Independence Standards Board Standard No. 1,] and discussed with the auditors their independence with respect to all services that our auditors rendered to us. Our board also discussed with the auditors any matters required to be discussed by Statement on Auditing Standards No. 61. Based upon these reviews and discussions, our board authorized and directed that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a) Financial Statements

The financial statements and schedules included in this Annual Report on Form 10-K are listed in Item 8.

(b) Exhibits

The following exhibits are being filed as part of this Annual Report on Form 10-K, or incorporated herein by reference as indicated.

Exhibit No.	Description	Filed with this 10-K	Incorporated by reference From	Filing Date	Exhibit No.

3.15	Articles of Merger between Omni Shrimp, Inc. and NaturalNano, Inc.		8-K	April 13, 2017	3.15

3.16	Acceptance from the State of Florida on the Articles of Merger between Omni Shrimp, Inc. and NaturalNano, Inc.		8-K	April 13, 2017	3.16

10.198	Employment Agreement between NaturalNano, Inc. (now Omni Shrimp, Inc.) and Colm Wrynn, effective January 1, 2017		8-K	February 17, 2017	10.198

10.199	Employment Agreement between NaturalNano, Inc. (now Omni Shrimp, Inc.) and Daniel Stelcer, effective January 1, 2017		8-K	February 17, 2017	10.199

10.200	Employment Agreement between NaturalNano, Inc. (now Omni Shrimp, Inc.) and Linda Giampietro, effective January 1, 2017		8-K	February 17, 2017	10.200

10.201	Securities Purchase Agreement between Auctus Fund, LLC and NaturalNano, Inc. (now Omni Shrimp, Inc.)		8-K	April 13, 2017	10.201

10.202	Convertible Promissory Note issued to Auctus Fund, LLC by NaturalNano, inc. (now Omni Shrimp, Inc.) on March 21, 2017 for $57,000		8-K	April 13, 2017	10.202

16.1	Letter from Freed Maxick, CPAs, PC		8-K	August 5, 2016	16.1

31.1	Certification by CEO of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).	X

32.1	Certification by CEO and PFO of Periodic Report Pursuant to 18 U.S.C. Section 1350	X

101.INS**	XBRL Instance Document	X

101.SCH* *	XBRL Taxonomy Extension Schema Document	X

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document	X

101.DEF**	XBRL Taxonomy Definition Linkbase Document	X

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document	X

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document	X

* Indicates a management contract or compensatory plan.

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 28, 2017	Omni Shrimp, Inc.

	By:	/s/Colm Wrynn
		Colm Wrynn, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature and Name	Capacities	Date

/s/ Colm Wrynn	Chief Executive Officer and Director	April 28, 2017
Colm Wrynn
(Principal Executive Officer)

/s/ Daniel Stelcer		Director		April 28, 2017
Daniel Stelcer

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